Exhibit 10.1


                  PROTOTYPE DEFINED CONTRIBUTION PLAN AND TRUST

                                  SPONSORED BY

                                  SunTrust Bank

                             BASIC PLAN DOCUMENT #02

                                   June, 2002
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                                TABLE OF CONTENTS


                                    ARTICLE 1
                       PLAN ELIGIBILITY AND PARTICIPATION

1.1      Eligibility for Plan Participation....................................1

1.2      Excluded Employees....................................................1

         (a)      Independent contractors......................................1

         (b)      Leased Employees.............................................1

1.3      Employees of Related Employers........................................2

         (a)      Nonstandardized Agreement....................................2

         (b)      Standardized Agreement.......................................2

1.4      Minimum Age and Service Conditions....................................2

         (a)      Maximum permissible age and service conditions...............2

         (b)      Year of Service..............................................2

         (c)      Eligibility Computation Periods..............................2

         (d)      Application of eligibility rules.............................3

         (e)      Amendment of age and service requirements....................3

1.5      Entry Dates...........................................................3

         (a)      Entry Date requirements......................................3

         (b)      Single annual Entry Date.....................................3

1.6      Eligibility Break in Service Rules....................................4

         (a)      Rule of Parity Break in Service..............................4

         (b)      One-year Break in Service rule for Plans using a two Years
         of Service eligibility condition......................................4

         (c)      One-year holdout Break in Service rule.......................4

1.7      Eligibility upon Reemployment.........................................5

1.8      Operating Rules for Employees Excluded by Class.......................5

         (a)      Eligible Participant becomes part of an excluded class of
         Employees.............................................................5

         (b)      Excluded Employee becomes part of an eligible class of
         Employee..............................................................5

1.9      Relationship to Accrual of Benefits...................................5

1.10     Waiver of Participation...............................................5

                                    ARTICLE 2
                     EMPLOYER CONTRIBUTIONS AND ALLOCATIONS

2.1      Amount of Employer Contributions......................................6

         (a)      Limitation on Employer Contributions.........................6

         (b)      Limitation on Included Compensation..........................6

         (c)      Contribution of property.....................................6

         (d)      Frozen Plan..................................................6

2.2      Profit Sharing Plan Contribution and Allocations......................6

         (a)      Amount of Employer Contribution..............................6

         (b)      Allocation formula for Employer Contributions................7

         (c)      Special rules for determining Included Compensation..........9

2.3      401(k) Plan Contributions and Allocations............................10

         (a)      Section 401(k) Deferrals....................................10


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         (b)      Employer Matching Contributions.............................11

         (c)      Qualified Matching Contributions (QMACs)....................11

         (d)      Employer Nonelective Contributions..........................12

         (e)      Qualified Nonelective Contributions (QNECs).................12

         (f)      Safe Harbor Contributions...................................12

         (g)      Prior SIMPLE 401(k) plan....................................13

2.4      Money Purchase Plan Contribution and Allocations.....................13

         (a)      Employer Contributions......................................13

         (b)      Uniform percentage or uniform dollar amount.................13

         (c)      Permitted Disparity Method..................................13

         (d)      Contribution based on service...............................14

         (e)      Davis-Bacon Contribution Formula............................14

         (f)      Applicable period for determining Included Compensation.....15

         (g)      Special rules for determining Included Compensation.........15

         (h)      Limit on contribution where Employer maintains another
         plan in addition to a money purchase plan............................15

2.5      Target Benefit Plan Contribution.....................................15

         (a)      Stated Benefit..............................................15

         (b)      Employer Contribution.......................................16

         (c)      Benefit formula.............................................16

         (d)      Definitions.................................................21

2.6      Allocation Conditions................................................23

         (a)      Safe harbor allocation condition............................24

         (b)      Application of last day of employment rule for money
         purchase and target benefit Plans in year of termination.............24

         (c)      Elapsed Time Method.........................................24

         (d)      Special allocation condition for Employer Matching
         Contributions under Nonstandardized 401(k) Agreement.................24

         (e)      Application to designated period............................25

2.7      Fail-Safe Coverage Provision.........................................26

         (a)      Top-Heavy Plans.............................................27

         (b)      Category 1 Employees - Otherwise Eligible Participants
         (who are Nonhighly Compensated Employees) who are still employed
         by the Employer on the last day of the Plan Year but who failed to
         satisfy the Plan's Hours of Service condition........................27

         (c)      Category 2 Employees - Otherwise Eligible Participants
         (who are Nonhighly Compensated Employees) who terminated employment
         during the Plan Year with more than 500 Hours of Service.............27

         (d)      Special Fail-Safe Coverage Provision........................27

2.8      Deductible Employee Contributions....................................27

                                    ARTICLE 3
     EMPLOYEE AFTER-TAX CONTRIBUTIONS, ROLLOVER CONTRIBUTIONS AND TRANSFERS

3.1      Employee After-Tax Contributions.....................................28

3.2      Rollover Contributions...............................................28

3.3      Transfer of Assets...................................................28

         (a)      Protection of Protected Benefits............................29

         (b)      Transferee plan.............................................29

         (c)      Transfers from a Defined Benefit Plan, money purchase plan
         or 401(k) plan.......................................................29


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         (d)      Qualified Transfer..........................................29

         (e)      Trustee's right to refuse transfer..........................31

                                    ARTICLE 4
                               PARTICIPANT VESTING

4.1      In General...........................................................32

         (a)      Attainment of Normal Retirement Age.........................32

         (b)      Vesting upon death, becoming Disabled, or attainment of
         Early Retirement Age.................................................32

         (c)      Addition of Employer Nonelective Contribution or Employer
         Matching Contribution................................................32

         (d)      Vesting upon merger, consolidation or transfer..............32

4.2      Vesting Schedules....................................................32

         (a)      Full and immediate vesting schedule.........................32

         (b)      7-year graded vesting schedule..............................33

         (c)      6-year graded vesting schedule..............................33

         (d)      5-year cliff vesting schedule...............................33

         (e)      3-year cliff vesting schedule...............................33

         (f)      Modified vesting schedule...................................33

4.3      Shift to/from Top-Heavy Vesting Schedule.............................33

4.4      Vesting Computation Period...........................................33

         (a)      Anniversary Years...........................................33

         (b)      Measurement on same Vesting Computation Period..............33

4.5      Crediting Years of Service for Vesting Purposes......................33

         (a)      Calculating Hours of Service................................33

         (b)      Excluded service............................................34

4.6      Vesting Break in Service Rules.......................................34

         (a)      One-year holdout Break in Service...........................34

         (b)      Five-Year Forfeiture Break in Service.......................34

         (c)      Rule of Parity Break in Service.............................34

4.7      Amendment of Vesting Schedule........................................35

4.8      Special Vesting Rule - In-Service Distribution When Account Balance
         Less than 100% Vested................................................35

                                    ARTICLE 5
                                   FORFEITURES

5.1      In General...........................................................36

5.2      Timing of forfeiture.................................................36

         (a)      Cash-Out Distribution.......................................36

         (b)      Five-Year Forfeiture Break in Service.......................36

         (c)      Lost Participant or Beneficiary.............................36

         (d)      Forfeiture of Employer Matching Contributions...............36

5.3      Forfeiture Events....................................................36

         (a)      Cash-Out Distribution.......................................36

         (b)      Five-Year Forfeiture Break in Service.......................38

         (c)      Lost Participant or Beneficiary.............................39

         (d)      Forfeiture of Employer Matching Contributions...............39

5.4      Timing of Forfeiture Allocation......................................39


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5.5      Method of Allocating Forfeitures.....................................39

         (a)      Reallocation of forfeitures.................................39

         (b)      Reduction of contributions..................................39

         (c)      Payment of Plan expenses....................................39

                                    ARTICLE 6
                      SPECIAL SERVICE CREDITING PROVISIONS

6.1      Year of Service - Eligibility........................................40

         (a)      Selection of Hours of Service...............................40

         (b)      Use of Equivalency Method...................................40

         (c)      Use of Elapsed Time Method..................................40

6.2      Eligibility Computation Period.......................................40

6.3      Year of Service - Vesting............................................40

         (a)      Selection of Hours of Service...............................40

         (b)      Equivalency Method..........................................40

         (c)      Elapsed Time Method.........................................41

6.4      Vesting Computation Period...........................................41

6.5      Definitions..........................................................41

         (a)      Equivalency Method..........................................41

         (b)      Elapsed Time Method.........................................41

6.6      Switching Crediting Methods..........................................41

         (a)      Shift from crediting Hours of Service to Elapsed Time
         Method...............................................................41

         (b)      Shift from Elapsed Time Method to an Hours of Service
         method...............................................................42

6.7      Service with Predecessor Employers...................................42

                                    ARTICLE 7
                      LIMITATION ON PARTICIPANT ALLOCATIONS

7.1      Annual Additions Limitation - No Other Plan Participation............43

         (a)      Annual Additions Limitation.................................43

         (b)      Using estimated Total Compensation..........................43

         (c)      Disposition of Excess Amount................................43

7.2      Annual Additions Limitation - Participation in Another Plan..........44

         (a)      In general..................................................44

         (b)      This Plan's Annual Addition Limitation......................44

         (c)      Annual Additions reduction..................................44

         (d)      No Annual Additions permitted...............................44

         (e)      Using estimated Total Compensation..........................44

         (f)      Excess Amounts..............................................45

         (g)      Disposition of Excess Amounts...............................45

7.3      Modification of Correction Procedures................................45

7.4      Definitions Relating to the Annual Additions Limitation..............45

         (a)      Annual Additions............................................45

         (b)      Defined Contribution Dollar Limitation......................46

         (c)      Employer....................................................46

         (d)      Excess Amount...............................................46


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         (e)      Limitation Year.............................................46

         (f)      Maximum Permissible Amount..................................46

         (g)      Total Compensation..........................................46

7.5      Participation in a Defined Benefit Plan..............................47

         (a)      Repeal of rule..............................................47

         (b)      Special definitions relating to Section 7.5.................47

                                    ARTICLE 8
                               PLAN DISTRIBUTIONS

8.1      Distribution Options.................................................49

8.2      Amount Eligible for Distribution.....................................49

8.3      Distributions After Termination of Employment........................49

         (a)      Account Balance exceeding $5,000............................49

         (b)      Account Balance not exceeding $5,000........................50

         (c)      Permissible distribution events under a 401(k) plan.........50

         (d)      Disabled Participant........................................50

         (e)      Determining whether vested Account Balance exceeds $5,000...50

         (f)      Effective date of $5,000 vested Account Balance rule........51

8.4      Distribution upon the Death of the Participant.......................51

         (a)      Post-retirement death benefit...............................51

         (b)      Pre-retirement death benefit................................51

         (c)      Determining a Participant's Beneficiary.....................52

8.5      Distributions Prior to Termination of Employment.....................53

         (a)      Employee After-Tax Contributions, Rollover Contributions,
         and transfers........................................................53

         (b)      Employer Contributions......................................53

         (c)      Section 401(k) Deferrals, Qualified Nonelective
         Contributions, Qualified Matching Contributions, and Safe Harbor
         Contributions........................................................53

         (d)      Corrective distributions....................................54

8.6      Hardship Distribution................................................54

         (a)      Safe harbor Hardship distribution...........................54

         (b)      Non-safe harbor Hardship distribution.......................55

         (c)      Amount available for distribution...........................55

8.7      Participant Consent..................................................55

         (a)      Participant notice..........................................55

         (b)      Special rules...............................................55

8.8      Direct Rollovers.....................................................56

         (a)      Eligible Rollover Distribution..............................56

         (b)      Eligible Retirement Plan....................................56

         (c)      Direct Rollover.............................................56

         (d)      Direct Rollover notice......................................57

         (e)      Special rules for Hardship withdrawals of Section 401(k)
         Deferrals............................................................57

8.9      Sources of Distribution..............................................57

         (a)      Exception for Hardship withdrawals..........................57

         (b)      In-kind distributions.......................................57


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                                    ARTICLE 9
                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

9.1      Applicability........................................................58

         (a)      Election to have requirements apply.........................58

         (b)      Election to have requirements not apply.....................58

         (c)      Accumulated deductible employee contributions...............58

9.2      Qualified Joint and Survivor Annuity (QJSA)..........................58

9.3      Qualified Preretirement Survivor Annuity (QPSA)......................58

9.4      Definitions..........................................................59

         (a)      Qualified Joint and Survivor Annuity (QJSA).................59

         (b)      Qualified Preretirement Survivor Annuity (QPSA).............59

         (c)      Distribution Commencement Date..............................59

         (d)      Qualified Election..........................................59

         (e)      QPSA Election Period........................................59

         (f)      Pre-Age 35 Waiver...........................................60

9.5      Notice Requirements..................................................60

         (a)      QJSA........................................................60

         (b)      QPSA........................................................60

9.6      Exception to the Joint and Survivor Annuity Requirements.............60

9.7      Transitional Rules...................................................60

         (a)      Automatic joint and survivor annuity........................61

         (b)      Election of early survivor annuity..........................61

         (c)      Qualified Early Retirement Age..............................61

                                   ARTICLE 10
                             REQUIRED DISTRIBUTIONS

10.1     Required Distributions Before Death..................................62

         (a)      Deferred distributions......................................62

         (b)      Required minimum distributions..............................62

10.2     Required Distributions After Death...................................62

         (a)      Distribution beginning before death.........................62

         (b)      Distribution beginning after death..........................62

         (c)      Treatment of trust beneficiaries as Designated
         Beneficiaries........................................................63

         (d)      Trust beneficiary qualifying for marital deduction..........63

10.3     Definitions..........................................................64

         (a)      Required Beginning Date.....................................64

         (b)      Five-Percent Owner..........................................64

         (c)      Designated Beneficiary......................................64

         (d)      Applicable Life Expectancy..................................64

         (e)      Life Expectancy.............................................65

         (f)      Distribution Calendar Year..................................65

         (g)      Participant's Benefit.......................................65

10.4     GUST Elections.......................................................65

         (a)      Distributions under Old-Law Required Beginning Date rules...65


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         (b)      Option to postpone distributions............................65

         (c)      Election to stop minimum required distributions.............66

10.5     Transitional Rule....................................................67

                                   ARTICLE 11
                 PLAN ADMINISTRATION AND SPECIAL OPERATING RULES

11.1     Plan Administrator...................................................68

         (a)      Acceptance of responsibility by designated Plan
         Administrator........................................................68

         (b)      Resignation of designated Plan Administrator................68

         (c)      Named Fiduciary.............................................68

11.2     Duties and Powers of the Plan Administrator..........................68

         (a)      Delegation of duties and powers.............................68

         (b)      Specific duties and powers..................................68

11.3     Employer Responsibilities............................................69

11.4     Plan Administration Expenses.........................................69

11.5     Qualified Domestic Relations Orders (QDROs)..........................69

         (a)      In general..................................................69

         (b)      Qualified Domestic Relations Order (QDRO)...................69

         (c)      Recognition as a QDRO.......................................69

         (d)      Contents of QDRO............................................70

         (e)      Impermissible QDRO provisions...............................70

         (f)      Immediate distribution to Alternate Payee...................70

         (g)      No fee for QDRO determination...............................70

         (h)      Default QDRO procedure......................................70

11.6     Claims Procedure.....................................................71

         (a)      Filing a claim..............................................71

         (b)      Notification of Plan Administrator's decision...............72

         (c)      Review procedure............................................72

         (d)      Decision on review..........................................72

         (e)      Default claims procedure....................................72

11.7     Operational Rules for Short Plan Years...............................72

11.8     Operational Rules for Related Employer Groups........................73

                                   ARTICLE 12
                                TRUST PROVISIONS

12.1     Creation of Trust....................................................74

12.2     Trustee..............................................................74

         (a)      Discretionary Trustee.......................................74

         (b)      Directed Trustee............................................74

12.3     Trustee's Responsibilities Regarding Administration of Trust.........74

12.4     Trustee's Responsibility Regarding Investment of Plan Assets.........75

12.5     More than One Person as Trustee......................................76

12.6     Annual Valuation.....................................................76

12.7     Reporting to Plan Administrator and Employer.........................76

12.8     Reasonable Compensation..............................................76


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12.9     Resignation and Removal of Trustee...................................77

12.10    Indemnification of Trustee...........................................77

12.11    Appointment of Custodian.............................................77

                                   ARTICLE 13
                         PLAN ACCOUNTING AND INVESTMENTS

13.1     Participant Accounts.................................................78

13.2     Value of Participant Accounts........................................78

         (a)      Periodic valuation..........................................78

         (b)      Daily valuation.............................................78

13.3     Adjustments to Participant Accounts..................................78

         (a)      Distributions and forfeitures from a Participant's Account..78

         (b)      Life insurance premiums and dividends.......................78

         (c)      Contributions and forfeitures allocated to a Participant's
         Account..............................................................78

         (d)      Net income or loss..........................................78

13.4     Procedures for Determining Net Income or Loss........................78

         (a)      Net income or loss attributable to General Trust Account....78

         (b)      Net income or loss attributable to a Directed Account.......79

         (c)      Share or unit accounting....................................79

         (d)      Suspense accounts...........................................79

13.5     Investments under the Plan...........................................80

         (a)      Investment options..........................................80

         (b)      Limitations on the investment in Qualifying Employer
         Securities and Qualifying Employer Real Property.....................80

         (c)      Participant direction of investments........................81

                                   ARTICLE 14
                                PARTICIPANT LOANS

14.1     Default Loan Policy..................................................83

14.2     Administration of Loan Program.......................................83

14.3     Availability of Participant Loans....................................83

14.4     Reasonable Interest Rate.............................................83

14.5     Adequate Security....................................................83

14.6     Periodic Repayment...................................................84

         (a)      Unpaid leave of absence.....................................84

         (b)      Military leave..............................................84

14.7     Loan Limitations.....................................................84

14.8     Segregated Investment................................................85

14.9     Spousal Consent......................................................85

14.10    Procedures for Loan Default..........................................85

14.11    Termination of Employment............................................86

         (a)      Offset of outstanding loan..................................86

         (b)      Direct Rollover.............................................86

         (c)      Modified loan policy........................................86


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                                   ARTICLE 15
                          INVESTMENT IN LIFE INSURANCE

15.1     Investment in Life Insurance.........................................87

15.2     Incidental Life Insurance Rules......................................87

         (a)      Ordinary life insurance policies............................87

         (b)      Life insurance policies other than ordinary life............87

         (c)      Combination of ordinary and other life insurance policies...87

         (d)      Exception for certain profit sharing and 401(k) plans.......87

         (e)      Exception for Employee After-Tax Contributions and Rollover
         Contributions........................................................87

15.3     Ownership of Life Insurance Policies.................................87

15.4     Evidence of Insurability.............................................87

15.5     Distribution of Insurance Policies...................................87

15.6     Discontinuance of Insurance Policies.................................88

15.7     Protection of Insurer................................................88

15.8     No Responsibility for Act of Insurer.................................88

                                   ARTICLE 16
                           TOP-HEAVY PLAN REQUIREMENTS

16.1     In General...........................................................89

16.2     Top-Heavy Plan Consequences..........................................89

         (a)      Minimum allocation for Non-Key Employees....................89

         (b)      Special Top-Heavy Vesting Rules.............................91

16.3     Top-Heavy Definitions................................................91

         (a)      Determination Date..........................................91

         (b)      Determination Period........................................91

         (c)      Key Employee................................................91

         (d)      Permissive Aggregation Group................................91

         (e)      Present Value...............................................91

         (f)      Required Aggregation Group..................................92

         (g)      Top-Heavy Plan..............................................92

         (h)      Top-Heavy Ratio.............................................92

         (i)      Total Compensation..........................................93

         (j)      Valuation Date..............................................93

                                   ARTICLE 17
                             401(k) PLAN PROVISIONS

17.1     Limitation on the Amount of Section 401(k) Deferrals.................94

         (a)      In general..................................................94

         (b)      Maximum deferral limitation.................................94

         (c)      Correction of Codess.402(g) violation.......................94

17.2     Nondiscrimination Testing of Section 401(k) Deferrals - ADP Test.....95

         (a)      ADP Test testing methods....................................95

         (b)      Special rule for first Plan Year............................96

         (c)      Use of QMACs and QNECs under the ADP Test...................96


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         (d)      Correction of Excess Contributions..........................96

         (e)      Adjustment of deferral rate for Highly Compensated
         Employees............................................................98

17.3     Nondiscrimination Testing of Employer Matching Contributions and
         Employee After-Tax Contributions - ACP Test..........................98

         (a)      ACP Test testing methods....................................98

         (b)      Special rule for first Plan Year............................99

         (c)      Use of Section 401(k) Deferrals and QNECs under the ACP
         Test.................................................................99

         (d)      Correction of Excess Aggregate Contributions................99

         (e)      Adjustment of contribution rate for Highly Compensated
         Employees...........................................................101

17.4     Multiple Use Test...................................................101

         (a)      Aggregate Limit............................................101

         (b)      Correction of the Multiple Use Test........................101

17.5     Special Testing Rules...............................................102

         (a)      Special rule for determining ADP and ACP of Highly
         Compensated Employee Group..........................................102

         (b)      Aggregation of plans.......................................102

         (c)      Disaggregation of plans....................................102

         (d)      Special rules for the Prior Year Testing Method............103

17.6     Safe Harbor 401(k) Plan Provisions..................................103

         (a)      Safe harbor conditions.....................................103

         (b)      Deemed compliance with ADP Test............................107

         (c)      Deemed compliance with ACP Test............................107

         (d)      Rules for applying the ACP Test............................108

         (e)      Aggregated plans...........................................108

         (f)      First year of plan.........................................108

17.7     Definitions.........................................................108

         (a)      ACP - Average Contribution Percentage......................108

         (b)      ADP - Average Deferral Percentage..........................108

         (c)      Excess Aggregate Contributions.............................108

         (d)      Excess Contributions.......................................109

         (e)      Highly Compensated Employee Group..........................109

         (f)      Nonhighly Compensated Employee Group.......................109

         (g)      QMACs - Qualified Matching Contribution....................109

         (h)      QNECs - Qualified Nonelective Contributions................109

         (i)      Testing Compensation.......................................109

                                   ARTICLE 18
                         PLAN AMENDMENTS AND TERMINATION

18.1     Plan Amendments.....................................................110

         (a)      Amendment by the Prototype Sponsor.........................110

         (b)      Amendment by the Employer..................................110

         (c)      Protected Benefits.........................................111

18.2     Plan Termination....................................................111

         (a)      Full and immediate vesting.................................111

         (b)      Distribution procedures....................................111


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         (c)      Termination upon merger, liquidation or dissolution of the
         Employer............................................................112

18.3     Merger or Consolidation.............................................112

                                   ARTICLE 19
                                  MISCELLANEOUS

19.1     Exclusive Benefit...................................................113

19.2     Return of Employer Contributions....................................113

         (a)      Mistake of fact............................................113

         (b)      Disallowance of deduction..................................113

         (c)      Failure to initially qualify...............................113

19.3     Alienation or Assignment............................................113

19.4     Participants' Rights................................................113

19.5     Military Service....................................................113

19.6     Paired Plans........................................................113

19.7     Annuity Contract....................................................114

19.8     Use of IRS compliance programs......................................114

19.9     Loss of Prototype Status............................................114

19.10    Governing Law.......................................................114

19.11    Waiver of Notice....................................................114

19.12    Use of Electronic Media.............................................114

19.13    Severability of Provisions..........................................114

19.14    Binding Effect......................................................114

                                   ARTICLE 20
                       GUST ELECTIONS AND EFFECTIVE DATES

20.1     GUST Effective Dates................................................115

20.2     Highly Compensated Employee Definition..............................115

         (a)      Top-Paid Group Test........................................115

         (b)      Calendar Year Election.....................................115

         (c)      Old-Law Calendar Year Election.............................115

20.3     Required Minimum Distributions......................................116

20.4     $5,000 Involuntary Distribution Threshold...........................116

20.5     Repeal of Family Aggregation for Allocation Purposes................116

20.6     ADP/ACP Testing Methods.............................................116

20.7     Safe Harbor 401(k) Plan.............................................116

                                   ARTICLE 21
                PARTICIPATION BY RELATED EMPLOYERS (CO-SPONSORS)

21.1     Co-Sponsor Adoption Page............................................117

21.2     Participation by Employees of Co-Sponsor............................117

21.3     Allocation of Contributions and Forfeitures.........................117

21.4     Co-Sponsor No Longer a Related Employer.............................117

         (a)      Manner of discontinuing participation......................117

         (b)      Multiple employer plan.....................................117

21.5     Special Rules for Standardized Agreements...........................117


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         (a)      New Related Employer.......................................118

         (b)      Former Related Employer....................................118

                                   ARTICLE 22
                                PLAN DEFINITIONS

22.1     Account.............................................................119

22.2     Account Balance.....................................................119

22.3     Accrued Benefit.....................................................119

22.4     ACP -- Average Contribution Percentage..............................119

22.5     ACP Test -- Actual Contribution Percentage Test.....................119

22.6     Actual Hours Crediting Method.......................................119

22.7     Adoption Agreement..................................................119

22.8     ADP -- Average Deferral Percentage..................................119

22.9     ADP Test -- Actual Deferral Percentage Test.........................119

22.10    Agreement...........................................................119

22.11    Aggregate Limit.....................................................119

22.12    Alternate Payee.....................................................119

22.13    Anniversary Year Method.............................................119

22.14    Anniversary Years...................................................119

22.15    Annual Additions....................................................120

22.16    Annual Additions Limitation.........................................120

22.17    Annuity Starting Date...............................................120

22.18    Applicable Life Expectancy..........................................120

22.19    Applicable Percentage...............................................120

22.20    Average Compensation................................................120

22.21    Averaging Period....................................................120

22.22    Balance Forward Method..............................................120

22.23    Basic Plan Document.................................................120

22.24    Beneficiary.........................................................120

22.25    BPD.................................................................120

22.26    Break-in-Service - Eligibility......................................120

22.27    Break-in-Service - Vesting..........................................120

22.28    Calendar Year Election..............................................120

22.29    Cash-Out Distribution...............................................120

22.30    Code................................................................120

22.31    Codess.415 Safe Harbor Compensation.................................121

22.32    Compensation Dollar Limitation......................................121

22.33    Co-Sponsor..........................................................121

22.34    Co-Sponsor Adoption Page............................................121

22.35    Covered Compensation................................................121

22.36    Cumulative Disparity Limit..........................................121

22.37    Current Year Testing Method.........................................121

22.38    Custodian...........................................................121

22.39    Davis-Bacon Act Service.............................................121


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22.40    Davis-Bacon Contribution Formula....................................121

22.41    Defined Benefit Plan................................................121

22.42    Defined Benefit Plan Fraction.......................................122

22.43    Defined Contribution Plan...........................................122

22.44    Defined Contribution Plan Dollar Limitation.........................122

22.45    Defined Contribution Plan Fraction..................................122

22.46    Designated Beneficiary..............................................122

22.47    Determination Date..................................................122

22.48    Determination Period................................................122

22.49    Determination Year..................................................122

22.50    Directed Account....................................................122

22.51    Directed Trustee....................................................122

22.52    Direct Rollover.....................................................122

22.53    Disabled............................................................122

22.54    Discretionary Trustee...............................................122

22.55    Distribution Calendar Year..........................................122

22.56    Distribution Commencement Date......................................122

22.57    Early Retirement Age................................................122

22.58    Earned Income.......................................................122

22.59    Effective Date......................................................123

22.60    Elapsed Time Method.................................................123

22.61    Elective Deferrals..................................................123

22.62    Eligibility Computation Period......................................123

22.63    Eligible Participant................................................123

22.64    Eligible Rollover Distribution......................................123

22.65    Eligible Retirement Plan............................................123

22.66    Employee............................................................123

22.67    Employee After-Tax Contribution Account.............................124

22.68    Employee After-Tax Contributions....................................124

22.69    Employer............................................................124

22.70    Employer Contribution Account.......................................124

22.71    Employer Contributions..............................................124

22.72    Employer Matching Contribution Account..............................124

22.73    Employer Matching Contributions.....................................124

22.74    Employer Nonelective Contributions..................................124

22.75    Employment Commencement Date........................................124

22.76    Employment Period...................................................124

22.77    Entry Date..........................................................124

22.78    Equivalency Method..................................................124

22.79    ERISA...............................................................124

22.80    Excess Aggregate Contributions......................................124

22.81    Excess Amount.......................................................124

22.82    Excess Compensation.................................................124

22.83    Excess Contributions................................................125


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22.84    Excess Deferrals....................................................125

22.85    Excluded Employee...................................................125

22.86    Fail-Safe Coverage Provision........................................125

22.87    Favorable IRS Letter................................................125

22.88    Five-Percent Owner..................................................125

22.89    Five-Year Forfeiture Break in Service...............................125

22.90    Flat Benefit........................................................125

22.91    Flat Excess Benefit.................................................125

22.92    Flat Offset Benefit.................................................125

22.93    Former Related Employer.............................................125

22.94    Four-Step Formula...................................................125

22.95    General Trust Account...............................................125

22.96    GUST Legislation....................................................125

22.97    Hardship............................................................125

22.98    Highest Average Compensation........................................125

22.99    Highly Compensated Employee.........................................125

         (a)      Definition.................................................125

         (b)      Other Definitions..........................................126

         (c)      Application of Highly Compensated Employee definition......126

22.100   Highly Compensated Employee Group...................................126

22.101   Hour of Service.....................................................126

         (a)      Performance of duties......................................126

         (b)      Nonperformance of duties...................................126

         (c)      Back pay award.............................................127

         (d)      Related Employers/Leased Employees.........................127

         (e)      Maternity/paternity leave..................................127

22.102   Included Compensation...............................................127

22.103   Insurer.............................................................128

22.104   Integrated Benefit Formula..........................................128

22.105   Integration Level...................................................128

22.106   Investment Manager..................................................128

22.107   Key Employee........................................................128

22.108   Leased Employee.....................................................128

22.109   Life Expectancy.....................................................128

22.110   Limitation Year.....................................................128

22.111   Lookback Year.......................................................128

22.112   Maximum Disparity Percentage........................................128

22.113   Maximum Offset Percentage...........................................128

22.114   Maximum Permissible Amount..........................................128

22.115   Measuring Period....................................................128

22.116   Multiple Use Test...................................................128

22.117   Named Fiduciary.....................................................128

22.118   Net Profits.........................................................128

22.119   New Related Employer................................................128


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22.120   Nonhighly Compensated Employee......................................129

22.121   Nonhighly Compensated Employee Group................................129

22.122   Nonintegrated Benefit Formula.......................................129

22.123   Non-Key Employee....................................................129

22.124   Nonresident Alien Employees.........................................129

22.125   Nonstandardized Agreement...........................................129

22.126   Normal Retirement Age...............................................129

22.127   Offset Compensation.................................................129

22.128   Offset Benefit Formula..............................................129

22.129   Old-Law Calendar Year Election......................................129

22.130   Old-Law Required Beginning Date.....................................129

22.131   Owner-Employee......................................................129

22.132   Paired Plans........................................................129

22.133   Participant.........................................................129

22.134   Period of Severance.................................................129

22.135   Permissive Aggregation Group........................................129

22.136   Permitted Disparity Method..........................................129

22.137   Plan................................................................129

22.138   Plan Administrator..................................................130

22.139   Plan Year...........................................................130

22.140   Pre-Age 35 Waiver...................................................130

22.141   Predecessor Employer................................................130

22.142   Predecessor Plan....................................................130

22.143   Present Value.......................................................130

22.144   Present Value Stated Benefit........................................130

22.145   Prior Year Testing Method...........................................130

22.146   Pro Rata Allocation Method..........................................130

22.147   Projected Annual Benefit............................................130

22.148   Protected Benefit...................................................130

22.149   Prototype Plan......................................................130

22.150   Prototype Sponsor...................................................130

22.151   QDRO -- Qualified Domestic Relations Order..........................130

22.152   QJSA -- Qualified Joint and Survivor Annuity........................130

22.153   QMAC Account........................................................130

22.154   QMACs -- Qualified Matching Contributions...........................130

22.155   QNEC Account........................................................131

22.156   QNECs -- Qualified Nonelective Contributions........................131

22.157   QPSA -- Qualified Preretirement Survivor Annuity....................131

22.158   QPSA Election Period................................................131

22.159   Qualified Election..................................................131

22.160   Qualified Transfer..................................................131

22.161   Qualifying Employer Real Property...................................131

22.162   Qualifying Employer Securities......................................131

22.163   Reemployment Commencement Date......................................131


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22.164   Related Employer....................................................131

22.165   Required Aggregation Group..........................................131

22.166   Required Beginning Date.............................................131

22.167   Reverse QNEC Method.................................................131

22.168   Rollover Contribution Account.......................................131

22.169   Rollover Contribution...............................................131

22.170   Rule of Parity Break in Service.....................................131

22.171   Safe Harbor 401(k) Plan.............................................131

22.172   Safe Harbor Contribution............................................131

22.173   Safe Harbor Matching Contribution Account...........................131

22.174   Safe Harbor Matching Contributions..................................132

22.175   Safe Harbor Nonelective Contribution Account........................132

22.176   Safe Harbor Nonelective Contributions...............................132

22.177   Salary Reduction Agreement..........................................132

22.178   Section 401(k) Deferral Account.....................................132

22.179   Section 401(k) Deferrals............................................132

22.180   Self-Employed Individual............................................132

22.181   Shareholder-Employee................................................132

22.182   Shift-to-Plan-Year Method...........................................132

22.183   Short Plan Year.....................................................132

22.184   Social Security Retirement Age......................................132

22.185   Standardized Agreement..............................................132

22.186   Stated Benefit......................................................132

22.187   Straight Life Annuity...............................................132

22.188   Successor Plan......................................................133

22.189   Taxable Wage Base...................................................133

22.190   Testing Compensation................................................133

22.191   Theoretical Reserve.................................................133

22.192   Three Percent Method................................................133

22.193   Top-Paid Group......................................................133

22.194   Top-Paid Group Test.................................................133

22.195   Top-Heavy Plan......................................................133

22.196   Top-Heavy Ratio.....................................................133

22.197   Total Compensation..................................................133

         (a)      W-2 Wages..................................................133

         (b)      Withholding Wages..........................................133

         (c)      Code ss.415 Safe Harbor Compensation.......................133

22.198   Transfer Account....................................................134

22.199   Trust...............................................................134

22.200   Trustee.............................................................134

22.201   Two-Step Formula....................................................134

22.202   Union Employee......................................................134

22.203   Unit Benefit........................................................134

22.204   Unit Excess Benefit.................................................134


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22.205   Unit Offset Benefit.................................................134

22.206   Valuation Date......................................................134

22.207   Vesting Computation Period..........................................134

22.208   W-2 Wages...........................................................135

22.209   Withholding Wages...................................................135

22.210   Year of Participation...............................................135

22.211   Year of Service.....................................................135


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                                    ARTICLE 1
                       PLAN ELIGIBILITY AND PARTICIPATION

This Article contains the rules for determining when an Employee becomes
eligible to participate in the Plan. Part 1 and Part 2 of the Agreement contain
specific elections for applying these Plan eligibility and participation rules.
Article 6 of this BPD and Part 7 of the Agreement contain special service
crediting elections to override the default provisions under this Article.

1.1      Eligibility for Plan Participation. An Employee who satisfies the
         Plan's minimum age and service conditions (as elected in Part 1, #5 of
         the Agreement) is eligible to participate in the Plan beginning on the
         Entry Date selected in Part 2 of the Agreement, unless he/she is
         specifically excluded from participation under Part 1, #4 of the
         Agreement. An Employee who has satisfied the Plan's minimum age and
         service conditions and is employed on his/her Entry Date is referred to
         as an Eligible Participant. (See Section 1.7 below for the rules
         regarding an Employee who terminates employment prior to his/her Entry
         Date.) An Employee who is excluded from participation under Part 1, #4
         of the Agreement is referred to as an Excluded Employee.

1.2      Excluded Employees. Unless specifically excluded under Part 1, #4 of
         the Agreement, all Employees of the Employer are entitled to
         participate under the Plan upon becoming an Eligible Participant. Any
         Employee who is excluded under Part 1, #4 of the Agreement may not
         participate under the Plan, unless such Excluded Employee subsequently
         becomes a member of an eligible class of Employees. (See Section 1.8(b)
         of this Article for rules regarding an Excluded Employee's entry into
         the Plan if he/she subsequently becomes a member of an eligible class
         of Employees.)

         The Employer may elect under Part 1, #4 of the 401(k) Agreement to
         exclude different groups of Employees for Section 401(k) Deferrals,
         Employer Matching Contributions, and Employer Nonelective
         Contributions. Unless provided otherwise under Part 1, #4.f. of the
         Nonstandardized 401(k) Agreement, for purposes of determining the
         Excluded Employees, any selection made with respect to Section 401(k)
         Deferrals also will apply to any Employee After-Tax Contributions and
         any Safe Harbor Contributions; any selections made with respect to
         Employer Matching Contributions also will apply to any Qualified
         Matching Contributions (QMACs); and any selections made with respect to
         Employer Nonelective Contributions also will apply to any Qualified
         Nonelective Contributions (QNECs).

         (a)      Independent contractors. Any individual who is an independent
                  contractor, or who performs services with the Employer under
                  an agreement that identifies the individual as an independent
                  contractor, is specifically excluded from the Nonstandardized
                  Plan. In the event the Internal Revenue Service (IRS)
                  retroactively reclassifies such an individual as an Employee,
                  the reclassified Employee will become an Eligible Participant
                  on the date the IRS issues a final determination regarding
                  his/her employment status (or the individual's Entry Date, if
                  later), unless the individual is otherwise excluded from
                  participation under Part 1, #4 of the Nonstandardized
                  Agreement. For periods prior to the date of such final
                  determination, the reclassified Employee will not have any
                  rights to accrued benefits under the Plan, except as agreed to
                  by the Employer and the IRS, or as set forth in an amendment
                  adopted by the Employer.

         (b)      Leased Employees. If an individual is a Leased Employee, such
                  individual is treated as an Employee of the Employer and may
                  participate under the Plan upon satisfying the Plan's minimum
                  age and service conditions, unless the Employer elects to
                  exclude Leased Employees from participation under Part 1,
                  #4.d. of the Nonstandardized Agreement.

                  (1)      Definition of Leased Employee. Effective for Plan
                           Years beginning after December 31, 1996, a Leased
                           Employee, as defined in Code ss.414(n), is an
                           individual who performs services for the Employer on
                           a substantially full time basis for a period of at
                           least one year pursuant to an agreement between the
                           Employer and a leasing organization, provided such
                           services are performed under the primary direction or
                           control of the recipient Employer. For Plan Years
                           beginning before January 1, 1997, the definition of
                           Leased Employee is as defined under Code ss.414(n),
                           as in effect for such years.

                  (2)      Credit for benefits. If a Leased Employee receives
                           contributions or benefits under a plan maintained by
                           the leasing organization that are attributable to
                           services performed for the Employer, such
                           contributions or benefits shall be treated as
                           provided by the Employer.

                  (3)      Safe harbor plan. A Leased Employee will not be
                           considered an Employee of the Employer if such Leased
                           Employee is covered by a money purchase plan of the
                           leasing organization which provides: (i) a
                           nonintegrated employer contribution of at least 10%
                           of compensation, (ii) immediate participation, and
                           (iii) full and immediate vesting. For this paragraph
                           to apply, Leased Employees must not constitute more
                           than 20% of the total Nonhighly Compensated Employees
                           of the Employer.


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1.3      Employees of Related Employers. Employees of the Employer that executes
         the Signature Page of the Agreement and Employees of any Related
         Employer that executes a Co-Sponsor Adoption Page under the Agreement
         are eligible to participate in this Plan.

         (a)      Nonstandardized Agreement. In a Nonstandardized Agreement, a
                  Related Employer is not required to execute a Co-Sponsor
                  Adoption Page. However, Employees of a Related Employer that
                  does not execute a Co-Sponsor Adoption Page are not eligible
                  to participate in the Plan.

         (b)      Standardized Agreement. In a Standardized Agreement, Employees
                  of all Related Employers are eligible to participate under the
                  Plan upon satisfying any required minimum age and/or service
                  conditions (unless otherwise excluded under Part 1, #4 of the
                  Agreement). All Related Employers (who have Employees who may
                  be eligible under the Plan) must execute a Co-Sponsor Adoption
                  Page under the Agreement, so the Employees of such Related
                  Employers are eligible to become Participants in the Plan.
                  (See Article 21 for applicable rules if a Related Employer
                  does not sign the Co-Sponsor Adoption Page and the effect of
                  an acquisition or disposition transaction that is described in
                  Codess.410(b)(6)(C).)

1.4      Minimum Age and Service Conditions. Part 1, #5 of the Agreement
         contains specific elections as to the minimum age and service
         conditions which an Employee must satisfy prior to becoming eligible to
         participate under the Plan. An Employee may be required to attain a
         specific age or to complete a certain amount of service with the
         Employer prior to commencing participation under the Plan. If no
         minimum age or service conditions apply to a particular contribution
         (i.e., the Employer elects "None" under Part 1, #5.a. of the
         Agreement), an Employee is treated as satisfying the Plan's eligibility
         requirements on the individual's Employment Commencement Date.

         Different age and service conditions may be selected under Part 1, #5
         of the 401(k) Agreement for Section 401(k) Deferrals, Employer Matching
         Contributions, and Employer Nonelective Contributions. For purposes of
         applying the eligibility conditions under Part 1, #5, any selection
         made with respect to Section 401(k) Deferrals also will apply to any
         Employee After-Tax Contributions; any selections made with respect to
         Employer Matching Contributions also will apply to any Qualified
         Matching Contributions (QMACs); and any selections made with respect to
         Employer Nonelective Contributions also will apply to any Qualified
         Nonelective Contributions (QNECs), unless otherwise provided under Part
         1, #5.f. of the Nonstandardized 401(k) Agreement. In addition, any
         eligibility conditions selected with respect to Section 401(k)
         Deferrals also will apply to any Safe Harbor Contributions designated
         under Part 4E of the 401(k) Agreement, unless otherwise provided under
         Part 4E, #30.d. of the 401(k) Agreement. If different conditions apply
         for different contributions, the rules in this Article for determining
         when an Employee is an Eligible Participant are applied separately with
         respect to each set of eligibility conditions.

         (a)      Maximum permissible age and service conditions. Codess.410(a)
                  provides limits on the maximum permissible age and service
                  conditions that may be required prior to Plan participation.
                  The Employer may not require an Employee, as a condition of
                  Plan participation, to attain an age older than age 21. The
                  Employer also may not require an Employee to complete more
                  than one Year of Service, unless the Employer elects full and
                  immediate vesting under Part 6 of the Agreement, in which case
                  the Employer may require an Employee to complete up to two
                  Years of Service. (The Employer may not require an Employee to
                  complete more than one Year of Service to be eligible to make
                  Section 401(k) Deferrals under the 401(k) Agreement.)

         (b)      Year of Service. Unless the Employer elects otherwise under
                  Part 7, #23 of the Agreement [Part 7, #41 of the 401(k)
                  Agreement], an Employee will earn one Year of Service for
                  purposes of applying the eligibility rules under this Article
                  if the Employee completes at least 1,000 Hours of Service with
                  the Employer during an Eligibility Computation Period (as
                  defined in subsection (c) below). An Employee will receive
                  credit for a Year of Service, as of the end of the Eligibility
                  Computation Period, if the Employee completes the required
                  Hours of Service during such period, even if the Employee is
                  not employed for the entire period. In calculating an
                  Employee's Hours of Service for purposes of applying the
                  eligibility rules under this Article, the Employer will use
                  the Actual Hours Crediting Method, unless elected otherwise
                  under Part 7 of the Agreement. (See Article 6 of this BPD for
                  a description of alternative service crediting methods.)

         (c)      Eligibility Computation Periods. For purposes of determining
                  Years of Service under this Article, an Employee's initial
                  Eligibility Computation Period is the 12 month period
                  beginning on the Employee's Employment Commencement Date. If
                  one Year of Service is required for eligibility, and the
                  Employee is not credited with a Year of Service for the first
                  Eligibility Computation Period, subsequent Eligibility
                  Computation Periods are calculated under the Shift to Plan
                  Year Method, unless the Employer elects under Part 7, #24.a.
                  of the Agreement [Part 7, #42.a. of the 401(k) Agreement] to
                  use the Anniversary Year Method. If two Years of Service are
                  required for eligibility, subsequent Eligibility Computation
                  Periods are measured on the Anniversary Year Method, unless
                  the Employer elects under Part 7, #24.b. of the Agreement
                  [Part 7, #42.b. of the 401(k) Agreement] to use the Shift to
                  Plan Year Method. In the case of a 401(k) Agreement in which a
                  two Years of Service eligibility condition is used for either
                  Employer Matching Contributions or Employer Nonelective
                  Contributions, the method used to determine Eligibility
                  Computation Periods for the two Years of Service condition
                  also will apply to any one Year of Service eligibility
                  condition used with respect to any other contributions under
                  the Plan.


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                  (1)      Shift-to-Plan-Year Method. Under the
                           Shift-to-Plan-Year Method, after the initial
                           Eligibility Computation Period, subsequent
                           Eligibility Computation Periods are measured using
                           the Plan Year. In applying the Shift-to-Plan-Year
                           Method, the first Eligibility Computation Period
                           following the shift to the Plan Year is the first
                           Plan Year that commences after the Employee's
                           Employment Commencement Date. See Section 11.7 for
                           rules that apply if there is a short Plan Year.

                  (2)      Anniversary Year Method. Under the Anniversary Year
                           Method, after the initial Eligibility Computation
                           Period, each subsequent Eligibility Computation
                           Period is the 12-month period commencing with the
                           anniversary of the Employee's Employment Commencement
                           Date.

         (d)      Application of eligibility rules.

                  (1)      General rule - Effective Date. All Employees who have
                           satisfied the conditions for being an Eligible
                           Participant (and have reached their Entry Date (as
                           determined under Part 2 of the Agreement)) as of the
                           Effective Date of the Plan are eligible to
                           participate in the Plan as of the Effective Date
                           (provided the Employee is employed on such date and
                           is not otherwise excluded from participation under
                           Part 1, #4 of the Agreement). If an Employee has
                           satisfied all the conditions for being an Eligible
                           Participant as of the Effective Date of the Plan,
                           except the Employee has not yet reached his/her Entry
                           Date, the Employee will become an Eligible
                           Participant on the appropriate Entry Date in
                           accordance with this Article.

                  (2)      Dual eligibility provision. The Employer may modify
                           the rule described in subsection (1) above by
                           electing under Part 1, #6.a. of the Nonstandardized
                           Agreement [Part 1, #6 of the Standardized Agreement]
                           to treat all Employees employed on the Effective Date
                           of the Plan as Eligible Participants as of such date.
                           Alternatively, the Employer may elect under Part 1,
                           #6.b. of the Nonstandardized Agreement to apply the
                           dual eligibility provision as of a specified date.
                           Any Employee employed as of a date designated under
                           Part 1, #6 will be deemed to be an Eligible
                           Participant as of the later of such date or the
                           Effective Date of this Plan, whether or not the
                           Employee has otherwise satisfied the eligibility
                           conditions designated under Part 1, #5 and whether or
                           not the Employee has otherwise reached his/her Entry
                           Date (as designated under Part 2 of the Agreement).
                           Thus, all eligible Employees employed on the date
                           designated under Part 1, #6 will commence
                           participating under the Plan as of the appropriate
                           date.

         (e)      Amendment of age and service requirements. If the Plan's
                  minimum age and service conditions are amended, an Employee
                  who is an Eligible Participant immediately prior to the
                  effective date of the amendment is deemed to satisfy the
                  amended requirements. This provision may be modified under the
                  special Effective Date provisions under Appendix A of the
                  Agreement.

1.5      Entry Dates. Part 2 of the Agreement contains specific elections
         regarding the Entry Dates under the Plan. An Employee's Entry Date is
         the date as of which he/she is first considered an Eligible
         Participant. Depending on the elections in Part 2 of the Agreement, the
         Entry Date may be the exact date on which an Employee completes the
         Plan's age and service conditions, or it might be some date that occurs
         before or after such conditions are satisfied. If an Employee is
         excluded from participation under Part 1, #4 of the Agreement, see the
         rules under Section 1.8 of this Article.

         The Employer may elect under Part 2 of the 401(k) Agreement to apply
         different Entry Dates for Section 401(k) Deferrals, Employer Matching
         Contributions, and Employer Nonelective Contributions. Unless provided
         otherwise in Part 2, #8.f. of the Nonstandardized 401(k) Agreement, the
         Entry Date chosen for Section 401(k) Deferrals also applies to any
         Employee After-Tax Contributions and to any Safe Harbor Contributions
         designated under Part 4E of the Agreement; the Entry Date chosen for
         Employer Matching Contributions also applies to any Qualified Matching
         Contributions (QMACs); and the Entry Date chosen for Employer
         Nonelective Contributions also applies to any Qualified Nonelective
         Contributions (QNECs).

         (a)      Entry Date requirements. Except as provided under Section
                  1.4(d)(2) above, an Employee (other than an Excluded Employee)
                  commences participation under the Plan (i.e., becomes an
                  Eligible Participant) as of the Entry Date selected in Part 2
                  of the Agreement, provided the individual is employed by the
                  Employer on that Entry Date. (See Section 1.7 below for the
                  rules applicable to Employees who are not employed on the
                  Entry Date.) In no event may an Eligible Participant's Entry
                  Date be later than: (1) the first day of the Plan Year
                  beginning after the date on which the Eligible Participant
                  satisfies the maximum permissible minimum age and service
                  conditions described in Section 1.4, or (2) six months after
                  the date the Eligible Participant satisfies such age and
                  service conditions.

         (b)      Single annual Entry Date. If the Employer elects a single
                  annual Entry Date under Part 2, #8 of the Agreement, the
                  maximum permissible age and service conditions described in
                  Section 1.4 above are reduced by one half (1/2) year, unless:
                  (1) the Employer elects under Part 2, #7.c. of the Agreement
                  to use the Entry


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                  Date nearest the date the Employee satisfies the Plan's
                  minimum age and service conditions and the Entry Date is the
                  first day of the Plan Year or (2) the Employer elects under
                  Part 2, #7.d. of the Agreement to use the Entry Date preceding
                  the date the Employee satisfies the Plan's minimum age and
                  service conditions.

1.6      Eligibility Break in Service Rules. For purposes of eligibility to
         participate, an Employee is credited with all Years of Service earned
         with the Employer, except as provided under the following Break in
         Service rules. In applying these Break in Service rules, Years of
         Service and Breaks in Service (as defined in Section 22.26) are
         measured on the same Eligibility Computation Period as defined in
         Section 1.4(c) above.

         (a)      Rule of Parity Break in Service. This Break in Service rule
                  applies only to Participants who are totally nonvested (i.e.,
                  0% vested) in their Employer Contribution Account and Employer
                  Matching Contribution Account, as applicable. Under this Break
                  in Service rule, if a nonvested Participant incurs a period of
                  consecutive one-year Breaks in Service which equals or exceeds
                  the greater of five (5) or the Participant's aggregate number
                  of Years of Service with the Employer, all service earned
                  prior to the consecutive Break in Service period will be
                  disregarded and the Participant will be treated as a new
                  Employee for purposes of determining eligibility under the
                  Plan. The Employer may elect under Part 7, #27 of the
                  Agreement [Part 7, #45 of the 401(k) Agreement] not to apply
                  the Rule of Parity Break in Service rule.

                  (1)      Previous application of the Rule of Parity Break in
                           Service rule. In determining a Participant's
                           aggregate Years of Service for purposes of applying
                           the Rule of Parity Break in Service, any Years of
                           Service otherwise disregarded under a previous
                           application of this rule are disregarded.

                  (2)      Application to the 401(k) Agreement. The Rule of
                           Parity Break in Service rule applies only to
                           determine the individual's right to resume as an
                           Eligible Participant with respect to his/her Employer
                           Contribution Account and/or Employer Matching
                           Contribution Account. In determining whether a
                           Participant is totally nonvested for purposes of
                           applying the Rule of Parity Break in Service rule,
                           the Participant's Section 401(k) Deferral Account,
                           Employee After-Tax Contribution Account, QMAC
                           Account, QNEC Account, Safe Harbor Nonelective
                           Contribution Account, Safe Harbor Matching
                           Contribution Account, and Rollover Contribution
                           Account are disregarded.

         (b)      One year Break in Service rule for Plans using a two Years of
                  Service eligibility condition. If the Employer elects to use
                  the two Years of Service eligibility condition under Part 1,
                  #5.e. of the Agreement, any Employee who incurs a one year
                  Break in Service before satisfying the two Years of Service
                  eligibility condition will not be credited with service earned
                  before such one year Break in Service.

         (c)      One-year holdout Break in Service rule. The one-year holdout
                  Break in Service rule will not apply unless the Employer
                  specifically elects in Part 7, #27.b. of the Nonstandardized
                  Agreement [Part 7, #45.b. of the Nonstandardized 401(k)
                  Agreement] to have it apply. If the one-year holdout Break in
                  Service rule is elected, an Employee who has a one-year Break
                  in Service will not be credited for eligibility purposes with
                  any Years of Service earned before such one-year Break in
                  Service until the Employee has completed a Year of Service
                  after the one-year Break in Service. (The one-year holdout
                  Break in Service rule does not apply under the Standardized
                  Agreements.)

                  (1)      Operating rules. An Employee who is precluded from
                           receiving Employer Contributions (other than Section
                           401(k) Deferrals) as a result of the one-year holdout
                           Break in Service rule, and who completes a Year of
                           Service following the Break in Service, is reinstated
                           as an Eligible Participant as of the first day of the
                           12-month measuring period (determined under
                           subsection (2) or (3) below) during which the
                           Employee completes the Year of Service. Unless
                           otherwise selected under Part 7, #45.b.(1)(b) of the
                           Nonstandardized 401(k) Agreement, the one-year
                           holdout Break in Service rule does not apply to
                           preclude an otherwise Eligible Participant from
                           making Section 401(k) Deferrals to the Plan. If the
                           Employer elects under Part 7, #45.b.(1)(b) of the
                           Nonstandardized 401(k) Agreement to have the one-year
                           holdout Break in Service rule apply to Section 401(k)
                           Deferrals, an Employee who is precluded from making
                           Section 401(k) Deferrals as a result of this Break in
                           Service rule is re-eligible to make Section 401(k)
                           Deferrals immediately upon completing 1,000 Hours of
                           Service with the Employer during a subsequent
                           measuring period (as determined under subsection (2)
                           or (3) below). No corrective action need be taken by
                           the Employer as a result of the failure to
                           retroactively permit the Employee to make Section
                           401(k) Deferrals.

                  (2)      Plans using the Shift-to-Plan-Year Method. If the
                           Plan uses the Shift-to-Plan-Year Method (as defined
                           in Section 1.4(c)(1)) for measuring Years of Service,
                           the period for determining whether an Employee
                           completes a Year of Service following the one-year
                           Break in Service is the 12-month period commencing on
                           the Employee's Reemployment Commencement Date and, if
                           necessary, subsequent Plan Years beginning with the
                           Plan Year which includes the first anniversary of the
                           Employee's Reemployment Commencement Date.


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                  (3)      Plans using Anniversary Year Method. If the Plan uses
                           the Anniversary Year Method (as defined in Section
                           1.4(c)(2)) for measuring Years of Service, the period
                           for determining whether an Employee completes a Year
                           of Service following the one-year Break in Service is
                           the 12-month period which commences on the Employee's
                           Reemployment Commencement Date and, if necessary,
                           subsequent 12-month periods beginning on
                           anniversaries of the Employee's Reemployment
                           Commencement Date.

1.7      Eligibility upon Reemployment. Subject to the Break in Service rules
         under Section 1.6, a former Employee is reinstated as an Eligible
         Participant immediately upon rehire if the Employee had satisfied the
         Plan's minimum age and service conditions prior to termination of
         employment, regardless of whether the Employee was actually employed on
         his/her Entry Date, unless the Employee is an Excluded Employee upon
         his/her return to employment. This requirement is deemed satisfied if a
         rehired Employee is permitted to commence making Section 401(k)
         Deferrals as of the beginning of the first payroll period commencing
         after the Employee's Reemployment Commencement Date.

         If an Employee is reemployed prior to his/her Entry Date, the Employee
         does not become an Eligible Participant under the Plan until such Entry
         Date. A rehired Employee who had not satisfied the Plan's minimum age
         and service conditions prior to termination of employment is eligible
         to participate in the Plan on the appropriate Entry Date following
         satisfaction of the eligibility requirements under this Article.

1.8      Operating Rules for Employees Excluded by Class.

         (a)      Eligible Participant becomes part of an excluded class of
                  Employees. If an Eligible Participant becomes part of an
                  excluded class of Employees, his/her status as an Eligible
                  Participant ceases immediately. As provided in subsection (b)
                  below, such Employee's status as an Eligible Participant will
                  resume immediately upon his/her returning to an eligible class
                  of Employees, regardless of whether such date is a normal
                  Entry Date under the Plan, subject to the application of any
                  Break in Service rules under Section 1.6 and the special rule
                  for Section 401(k) Deferrals under subsection (b) below.

         (b)      Excluded Employee becomes part of an eligible class of
                  Employee. If an Excluded Employee becomes part of an eligible
                  class of Employees, the following rules apply. If the Entry
                  Date that otherwise would have applied to such Employee
                  following his/her completion of the Plan's minimum age and
                  service conditions has already passed, then the Employee
                  becomes an Eligible Participant on the date he/she becomes
                  part of the eligible class of Employees, regardless of whether
                  such date is a normal Entry Date under the Plan. This
                  requirement is deemed satisfied if the Employee is permitted
                  to commence making Section 401(k) Deferrals as of the
                  beginning of the first payroll period commencing after the
                  Employee becomes part of an eligible class of Employees. If
                  the Entry Date that would have applied to such Employee has
                  not passed, then the Employee becomes an Eligible Participant
                  on such Entry Date. If the Employee has not satisfied the
                  Plan's minimum age and service conditions, the Employee will
                  become an Eligible Participant on the appropriate Entry Date
                  following satisfaction of the eligibility requirements under
                  this Article.

1.9      Relationship to Accrual of Benefits. An Eligible Participant is
         entitled to accrue benefits in the Plan but will not necessarily do so
         in every Plan Year that he/she is an Eligible Participant. Whether an
         Eligible Participant's Account receives an allocation of Employer
         Contributions depends on the requirements set forth in Part 4 of the
         Agreement. If an Employee is an Eligible Participant for purposes of
         making Section 401(k) Deferrals under the 401(k) Agreement, such
         Employee is treated as an Eligible Participant under the Plan
         regardless of whether he/she actually elects to make Section 401(k)
         Deferrals.

1.10     Waiver of Participation. Unless the Employer elects otherwise under
         Part 13, #57 of the Nonstandardized Agreement [Part 13, #75 of the
         Nonstandardized 401(k) Agreement], an Eligible Participant may not
         waive participation under the Plan. For this purpose, a failure to make
         Section 401(k) Deferrals or Employee After-Tax Contributions under a
         401(k) plan is not a waiver of participation. The Employer may elect
         under Part 13, #57 of the Nonstandardized Agreement [Part 13, #75 of
         the Nonstandardized 401(k) Agreement] to permit Employees to make a
         one-time irrevocable election to not participate under the Plan. Such
         election must be made upon inception of the Plan or at any time prior
         to the time the Employee first becomes eligible to participate under
         any plan maintained by the Employer. An Employee who makes a one-time
         irrevocable election not to participate may not subsequently elect to
         participate under the Plan. An Employee may not waive participation
         under a Standardized Agreement.

         An Employee who elects not to participate under this Section 1.10 is
         treated as a nonbenefiting Employee for purposes of the minimum
         coverage requirements under Code ss.410(b). However, an Employee who
         makes a one-time irrevocable election not to participate, as described
         in the preceding paragraph, is not an Eligible Participant for purposes
         of applying the ADP Test or ACP Test under the 401(k) Agreement. See
         Section 17.7(e) and (f). A waiver of participation must be filed in the
         manner, time and on the form required by the Plan Administrator.


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(C)Copyright 2001 SunTrust Bank                              Basic Plan Document
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                                    ARTICLE 2
                     EMPLOYER CONTRIBUTIONS AND ALLOCATIONS

This Article describes how Employer Contributions are made to and allocated
under the Plan. The type of Employer Contributions that may be made under the
Plan and the method for allocating such contributions will depend on the type of
Plan involved. Section 2.2 of this BPD provides specific rules regarding
contributions and allocations under a profit sharing plan; Section 2.3 provides
the rules for a 401(k) plan; Section 2.4 provides the rules for a money purchase
plan; and Section 2.5 provides the rules for a target benefit plan. Part 4 of
the Agreement contains the elective provisions for the Employer to specify the
amount and type of Employer Contributions it will make under the Plan and to
designate any limits on the amount it will contribute to the Plan each year.
Employee After-Tax Contributions, Rollover Contributions and transfers to the
Plan are discussed in Article 3 and the allocation of forfeitures is discussed
in Article 5. Part 3 of the Agreement contains elective provisions for
determining an Employee's Included Compensation for allocation purposes.

2.1      Amount of Employer Contributions. The Employer shall make Employer
         Contributions to the Trust as determined under the contribution formula
         elected in Part 4 of the Agreement. If this Plan is a 401(k) plan,
         Employer Contributions include Section 401(k) Deferrals, Employer
         Nonelective Contributions, Employer Matching Contributions, QNECs,
         QMACs, and Safe Harbor Contributions, to the extent such contributions
         are elected under the 401(k) Agreement. The Employer has the
         responsibility for determining the amount and timing of Employer
         Contributions under the terms of the Plan.

         (a)      Limitation on Employer Contributions. Employer Contributions
                  are subject to the Annual Additions Limitation described in
                  Article 7 of this BPD. If allocations to a Participant exceed
                  (or will exceed) such limitation, the excess will be corrected
                  in accordance with the rules under Article 7. In addition, the
                  Employer must comply with the special contribution and
                  allocation rules for Top-Heavy Plans under Article 16.

         (b)      Limitation on Included Compensation. For purposes of
                  determining a Participant's allocation of Employer
                  Contributions under this Article, the Included Compensation
                  taken into account for any Participant for a Plan Year may not
                  exceed the Compensation Dollar Limitation under Section 22.32.

         (c)      Contribution of property. Subject to the consent of the
                  Trustee, the Employer may make its contribution to the Plan in
                  the form of property, provided such contribution does not
                  constitute a prohibited transaction under the Code or ERISA.
                  The decision to make a contribution of property is subject to
                  the general fiduciary rules under ERISA.

         (d)      Frozen Plan. The Employer may designate under Part 4, #12 of
                  the Agreement [#3 of the 401(k) Agreement] that the Plan is a
                  frozen Plan. As a frozen Plan, the Employer will not make any
                  Employer Contributions with respect to Included Compensation
                  earned after the date identified in the Agreement, and if the
                  Plan is a 401(k) Plan, no Participant will be permitted to
                  make Section 401(k) Deferrals or Employee After-Tax
                  Contributions to the Plan for any period following the
                  effective date identified in the Agreement.

2.2      Profit Sharing Plan Contribution and Allocations. This Section 2.2 sets
         forth rules for determining the amount of any Employer Contributions
         under the profit sharing plan Agreement. This Section 2.2 also applies
         for purposes of determining any Employer Nonelective Contributions
         under the 401(k) plan Agreement. In applying this Section 2.2 to the
         401(k) Agreement, the term Employer Contribution refers solely to
         Employer Nonelective Contributions. Any reference to the Agreement
         under this Section 2.2 is a reference to the profit sharing plan
         Agreement or 401(k) plan Agreement (as applicable).

         (a)      Amount of Employer Contribution. The Employer must designate
                  under Part 4, #12 of the profit sharing plan Agreement the
                  amount it will contribute as an Employer Contribution under
                  the Plan. If the Employer adopts the 401(k) plan Agreement and
                  elects to make Employer Nonelective Contributions under Part
                  4C of the Agreement, the Employer must complete Part 4C, #20
                  of the Agreement, unless the only Employer Nonelective
                  Contribution authorized under the Plan is a QNEC under Part
                  4C, #22. An Employer Contribution authorized under this
                  Section may be totally within the Employer's discretion or may
                  be a fixed amount determined as a uniform percentage of each
                  Eligible Participant's Included Compensation or as a fixed
                  dollar amount for each Eligible Participant. An Employer
                  Contribution under this Section will be allocated to the
                  Eligible Participants' Employer Contribution Account in
                  accordance with the allocation formula selected under Part 4,
                  #13 of the Agreement [Part 4C, #21 of the 401(k) Agreement].

                  (1)      Davis-Bacon Contribution Formula. The Employer may
                           elect a Davis-Bacon Contribution Formula under Part
                           4, #12.d. of the Nonstandardized Agreement [Part 4C,
                           #20.d. of the Nonstandardized 401(k) Agreement].
                           Under the Davis-Bacon Contribution Formula, the
                           Employer will provide an Employer Contribution for
                           each Eligible Participant who performs Davis-Bacon
                           Act Service. For this purpose, Davis-Bacon Act
                           Service is any service performed by an Employee under
                           a public contract subject to the Davis-Bacon Act or
                           to any other federal, state or municipal prevailing
                           wage law. Each such Eligible Participant will receive
                           a contribution based on the hourly


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<PAGE>

                           contribution rate for the Participant's employment
                           classification, as designated on Schedule A of the
                           Agreement. Schedule A is incorporated as part of the
                           Agreement.

                           In applying the Davis-Bacon Contribution Formula
                           under this subsection (1), the following default
                           rules will apply. The Employer may modify these
                           default rules under Part 4, #12.d.(2) of the
                           Nonstandardized Agreement [Part 4C, #20.d.(2) of the
                           Nonstandardized 401(k) Agreement].

                           (i)      Eligible Employees. Highly Compensated
                                    Employees are Excluded Employees for
                                    purposes of receiving an Employer
                                    Contribution under the Davis-Bacon
                                    Contribution Formula.

                           (ii)     Minimum age and service conditions. No
                                    minimum age or service conditions will apply
                                    for purposes of determining an Employee's
                                    eligibility under the Davis-Bacon
                                    Contribution Formula.

                           (iii)    Entry Date. For purposes of applying the
                                    Davis-Bacon Contribution Formula, an
                                    Employee becomes an Eligible Participant on
                                    his/her Employment Commencement Date.

                           (iv)     Allocation conditions. No allocation
                                    conditions (as described in Section 2.6)
                                    will apply for purposes of determining an
                                    Eligible Participant's allocation under the
                                    Davis-Bacon Contribution Formula.

                           (v)      Vesting. Employer Contributions made
                                    pursuant to the Davis-Bacon Contribution
                                    Formula are always 100% vested.

                           (vi)     Offset of other Employer Contributions. The
                                    contributions under the Davis Bacon
                                    Contribution Formula will not offset any
                                    other Employer Contributions under the Plan.
                                    However, the Employer may elect under Part
                                    4, #12.d.(1) of the Nonstandardized
                                    Agreement [Part 4C, #20.d.(1) of the
                                    Nonstandardized 401(k) Agreement] to offset
                                    any other Employer Contributions made under
                                    the Plan by the contributions a Participant
                                    receives under the Davis-Bacon Contribution
                                    Formula. Under the Nonstandardized 401(k)
                                    plan Agreement, the Employer may elect under
                                    Part 4C, #20.d.(1) to apply the offset under
                                    this subsection to Employer Nonelective
                                    Contributions, Employer Matching
                                    Contributions, or both.

                  (2)      Net Profits. The Employer may elect under Part 4, #12
                           of the Agreement [Part 4B, #16 and Part 4C, #20 of
                           the 401(k) Agreement], to limit any Employer
                           Contribution under the Plan to Net Profits. Unless
                           modified in the Agreement, Net Profits means the
                           Employer's net income or profits determined in
                           accordance with generally accepted accounting
                           principles, without any reduction for taxes based
                           upon income, or the contributions made by the
                           Employer under this Plan or any other qualified plan.
                           Unless specifically elected otherwise under Part 4,
                           #12.e.(2) of the Nonstandardized Agreement [Part 4C,
                           #20.e.(2) of the Nonstandardized 401(k) Agreement],
                           this limit will not apply to any Employer
                           Contributions made under a Davis-Bacon Contribution
                           Formula.

                  (3)      Multiple formulas. If the Employer elects more than
                           one Employer Contribution formula, each formula is
                           applied separately. The Employer's aggregate Employer
                           Contribution for a Plan Year will be the sum of the
                           Employer Contributions under all such formulas.

         (b)      Allocation formula for Employer Contributions. The Employer
                  must elect a definite allocation formula under Part 4, #13 of
                  the profit sharing plan Agreement that determines how much of
                  the Employer Contribution is allocated to each Eligible
                  Participant. If the Employer adopts the 401(k) plan Agreement
                  and elects to make an Employer Nonelective Contribution (other
                  than a QNEC) under Part 4C, #20 of the Agreement, Part 4C, #21
                  also must be completed designating the allocation formula
                  under the Plan. An Eligible Participant is only entitled to an
                  allocation if such Participant satisfies the allocation
                  conditions described in Part 4, #15 of the Agreement [Part 4C,
                  #24 of the 401(k) Agreement]. See Section 2.6.

                  (1)      Pro Rata Allocation Method. If the Employer elects
                           the Pro Rata Allocation Method, a pro rata share of
                           the Employer Contribution is allocated to each
                           Eligible Participant's Employer Contribution Account.
                           A Participant's pro rata share is determined based on
                           the ratio such Participant's Included Compensation
                           bears to the total of all Eligible Participants'
                           Included Compensation. However, if the Employer
                           elects under Part 4, #12.c. of the Agreement [Part
                           4C, #20.c. of the 401(k) Agreement] to contribute a
                           uniform dollar amount for each Eligible Participant,
                           the pro rata allocation method allocates that uniform
                           dollar amount to each Eligible Participant. If the
                           Employer elects a Davis-Bacon Contribution Formula
                           under Part 4, #12.d. of the Nonstandardized Agreement
                           [Part 4C, #20.d. of the Nonstandardized 401(k)
                           Agreement], the Employer Contributions made pursuant
                           to such formula will be allocated to each Eligible


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(C)Copyright 2001 SunTrust Bank                              Basic Plan Document
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<PAGE>

                           Participant based on his/her Davis-Bacon Act Service
                           in accordance with the employment classifications
                           identified under Schedule A of the Agreement.

                  (2)      Permitted Disparity Method. If the Employer elects
                           the Permitted Disparity Method, the Employer
                           Contribution is allocated to Eligible Participants
                           under the Two-Step Formula or the Four-Step Formula
                           (as elected under the Agreement). The Permitted
                           Disparity Method only may apply if the Employer
                           elects under the Agreement to make a discretionary
                           contribution. The Employer may not elect the
                           Permitted Disparity Method under the Plan if another
                           qualified plan of the Employer, which covers any of
                           the same Employees, uses permitted disparity in
                           determining the allocation of contributions or the
                           accrual of benefits under the plan.

                           For purposes of applying the Permitted Disparity
                           Method, Excess Compensation is the portion of an
                           Eligible Participant's Included Compensation that
                           exceeds the Integration Level. The Integration Level
                           is the Taxable Wage Base, unless the Employer
                           designates a different amount under Part 4, #14.b.(2)
                           of the Agreement [Part 4C, #23.b.(2) of the 401(k)
                           Agreement].

                           (i)      Two-Step Formula. If the Employer elects the
                                    Two-Step Formula, the following allocation
                                    method applies. However, the Employer may
                                    elect under Part 4, #14.b.(1) of the
                                    Agreement [Part 4C, #23.b.(1) of the 401(k)
                                    Agreement] to have the Four-Step Method, as
                                    described in subsection (ii) below,
                                    automatically apply for any Plan Year in
                                    which the Plan is a Top-Heavy Plan.

                                    (A)      Step One. The Employer Contribution
                                             is allocated to each Eligible
                                             Participant's Account in the ratio
                                             that each Eligible Participant's
                                             Included Compensation plus Excess
                                             Compensation for the Plan Year
                                             bears to the total Included
                                             Compensation plus Excess
                                             Compensation of all Eligible
                                             Participants for the Plan Year. The
                                             allocation under this Step One, as
                                             a percentage of each Eligible
                                             Participant's Included Compensation
                                             plus Excess Compensation, may not
                                             exceed the Applicable Percentage
                                             under the following table:

<TABLE>
<CAPTION>
                                                     Integration Level               Applicable
                                              (as a % of the Taxable Wage Base)      Percentage
                                             -----------------------------------     ----------
                                             <S>                                        <C>
                                                            100%                        5.7%

                                              More than 80% but less than 100%          5.4%

                                             More than 20% and not more than 80%        4.3%

                                                         20% or less                    5.7%
</TABLE>

                                    (B)      Step Two. Any Employer Contribution
                                             remaining after Step One will be
                                             allocated in the ratio that each
                                             Eligible Participant's Included
                                             Compensation for the Plan Year
                                             bears to the total Included
                                             Compensation of all Eligible
                                             Participants for the Plan Year.

                           (ii)     Four-Step Formula. If the Employer elects
                                    the Four-Step Formula, or if the Plan is a
                                    Top-Heavy Plan and the Employer elects under
                                    the Agreement to have the Four-Step Formula
                                    apply for any Plan Year that the Plan is a
                                    Top-Heavy Plan, the following allocation
                                    method applies. The allocation under this
                                    Four-Step Formula may be modified if the
                                    Employer maintains a Defined Benefit Plan
                                    and elects under Part 13, #54.b. of the
                                    Agreement [Part 13, #72.b. of the 401(k)
                                    Agreement] to provide a greater top-heavy
                                    minimum contribution. See Section
                                    16.2(a)(5)(ii).

                                    (A)      Step One. The Employer Contribution
                                             is allocated to each Eligible
                                             Participant's Account in the ratio
                                             that each Eligible Participant's
                                             Total Compensation for the Plan
                                             Year bears to all Eligible
                                             Participants' Total Compensation
                                             for the Plan Year, but not in
                                             excess of 3% of each Eligible
                                             Participant's Total Compensation.

                                             For any Plan Year for which the
                                             Plan is a Top-Heavy Plan, an
                                             allocation will be made under this
                                             subsection (A) to any Non-Key
                                             Employee who is an Eligible
                                             Participant (and is not an Excluded
                                             Employee) if such individual is
                                             employed as of the last day of the
                                             Plan Year, even if such individual
                                             fails to satisfy any minimum Hours
                                             of Service allocation condition
                                             under Part 4, #15 of the Agreement
                                             [Part 4C, #24 of the 401(k)
                                             Agreement]. If the Plan is a
                                             Top-Heavy 401(k) Plan, an
                                             allocation also will be made under
                                             this subsection (A) to any


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Basic Plan Document                              (C)Copyright 2001 SunTrust Bank
                                        8
<PAGE>



                                             Employee who is an Eligible
                                             Participant for purposes of making
                                             Section 401(k) Deferrals under the
                                             Plan, even if the individual has
                                             not satisfied the minimum age and
                                             service conditions under Part 1, #5
                                             of the Agreement applicable to any
                                             other contribution types.

                                    (B)      Step Two. Any Employer Contribution
                                             remaining after the allocation in
                                             Step One will be allocated to each
                                             Eligible Participant's Account in
                                             the ratio that each Eligible
                                             Participant's Excess Compensation
                                             for the Plan Year bears to the
                                             Excess Compensation of all Eligible
                                             Participants for the Plan Year, but
                                             not in excess of 3% of each
                                             Eligible Participant's Included
                                             Compensation.

                                    (C)      Step Three. Any Employer
                                             Contribution remaining after the
                                             allocation in Step Two will be
                                             allocated to each Eligible
                                             Participant's Account in the ratio
                                             that the sum of each Eligible
                                             Participant's Included Compensation
                                             and Excess Compensation bears to
                                             the sum of all Eligible
                                             Participants' Included Compensation
                                             and Excess Compensation. The
                                             allocation under this Step Three,
                                             as a percentage of each Eligible
                                             Participant's Included Compensation
                                             plus Excess Compensation, may not
                                             exceed the Applicable Percentage
                                             under the following table:

<TABLE>
<CAPTION>
                                                        Integration Level             Applicable
                                                (as a % of the Taxable Wage Base)     Percentage
                                               ----------------------------------     ----------
                                               <S>                                       <C>
                                                              100%                       2.7%

                                                More than 80% but less than 100%         2.4%

                                               More than 20% and not more than 80%       1.3%

                                                           20% or less                   2.7%
</TABLE>

                                    (D)      Step Four. Any remaining Employer
                                             Contribution will be allocated to
                                             each Eligible Participant's Account
                                             in the ratio that each Eligible
                                             Participant's Included Compensation
                                             for the Plan Year bears to all
                                             Eligible Participants' Included
                                             Compensation for that Plan Year.

                  (3)      Uniform points allocation. The Employer may elect
                           under Part 4, #13.c. of the Nonstandardized Agreement
                           [Part 4C, #21.c. of the Nonstandardized 401(k)
                           Agreement] to allocate the Employer Contribution
                           under a uniform points allocation formula. Under this
                           formula, the allocation for each Eligible Participant
                           is determined based on the Eligible Participant's
                           total points for the Plan Year, as determined under
                           the Nonstandardized Agreement. An Eligible
                           Participant's allocation of the Employer Contribution
                           is determined by multiplying the Employer
                           Contribution by a fraction, the numerator of which is
                           the Eligible Participant's total points for the Plan
                           Year and the denominator of which is the sum of the
                           points for all Eligible Participants for the Plan
                           Year.

                           An Eligible Participant will receive points for each
                           year(s) of age and/or each Year(s) of Service
                           designated under Part 4, #13.c. of the
                           Nonstandardized Agreement [Part 4C, #21.c. of the
                           Nonstandardized 401(k) Agreement]. In addition, an
                           Eligible Participant also may receive points based on
                           his/her Included Compensation, if the Employer so
                           elects under the Nonstandardized Agreement. Each
                           Eligible Participant will receive the same number of
                           points for each designated year of age and/or service
                           and the same number of points for each designated
                           level of Included Compensation. An Eligible
                           Participant must receive points for either age or
                           service, or may receive points for both age and
                           service. If the Employer also provides points based
                           on Included Compensation, an Eligible Participant
                           will receive points for each level of Included
                           Compensation designated under Part 4, #13.c.(3) of
                           the Nonstandardized Agreement [Part 4C, #21.c.(3) of
                           the Nonstandardized 401(k) Agreement]. For this
                           purpose, the Employer may not designate a level of
                           Included Compensation that exceeds $200.

                           To satisfy the nondiscrimination safe harbor under
                           Treas. Reg. ss.1.401(a)(4)-2, the average of the
                           allocation rates for Highly Compensated Employees in
                           the Plan must not exceed the average of the
                           allocation rates for the Nonhighly Compensated
                           Employees in the Plan. For this purpose, the average
                           allocation rates are determined in accordance with
                           Treas. Reg. ss.1.401(a)(4)-2(b)(3)(B).

         (c)      Special rules for determining Included Compensation


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                  (1)      Applicable period for determining Included
                           Compensation. In determining an Eligible
                           Participant's allocation under Part 4, #13 of the
                           Agreement [Part 4C, #21 of the 401(k) Agreement], the
                           Participant's Included Compensation is determined
                           separately for each period designated under Part 4,
                           #14.a.(1) of the Agreement [Part 4C, #23.a.(1) of the
                           401(k) Agreement]. If the Employer elects the
                           Permitted Disparity Method under Part 4, #13.b. of
                           the Agreement [Part 4C, #21.b. of the 401(k)
                           Agreement], the period designated must be the Plan
                           Year. If the Employer elects the Pro Rata Allocation
                           Method or the uniform points allocation formula, and
                           elects a period other than the Plan Year, a
                           Participant's allocation of Employer Contributions
                           will be determined separately for each period based
                           solely on Included Compensation for such period. The
                           Employer need not actually make the Employer
                           Contribution during the designated period, provided
                           the total Employer Contribution for the Plan Year is
                           allocated based on the proper Included Compensation.

                  (2)      Partial period of participation. If an Employee is an
                           Eligible Participant for only part of a Plan Year,
                           the Employer Contribution formula(s) will be applied
                           based on such Employee's Included Compensation for
                           the period he/she is an Eligible Participant.
                           However, the Employer may elect under Part 4,
                           #14.a.(2) of the Agreement [Part 4C, #23.a.(2) of the
                           401(k) Agreement] to base the Employer Contribution
                           formula(s) on the Employee's Included Compensation
                           for the entire Plan Year, including the portion of
                           the Plan Year during which the Employee is not an
                           Eligible Participant. In applying this subsection (2)
                           to the 401(k) Agreement, an Employee's status as an
                           Eligible Participant is determined solely with
                           respect to the Employer Nonelective Contribution
                           under Part 4C of the Agreement.

                  (3)      Measurement period. Except as provided in subsection
                           (2) above, for purposes of determining an Eligible
                           Participant's allocation of Employer Contributions,
                           Included Compensation is measured on the Plan Year,
                           unless the Employer elects under Part 4, #14.a.(3) of
                           the Nonstandardized Agreement [Part 3, #11.b. of the
                           Nonstandardized 401(k) Agreement] to measure Included
                           Compensation on the calendar year ending in the Plan
                           Year or on the basis of any other 12-month period
                           ending in the Plan Year. If the Employer elects to
                           measure Included Compensation on the calendar year or
                           other 12-month period ending in the Plan Year, the
                           Included Compensation of any Employee whose
                           Employment Commencement Date is less than 12 months
                           before the end of such period must be measured on the
                           Plan Year or such Employee's period of participation,
                           as determined under subsection (2) above. If the
                           Employer adopts the Nonstandardized 401(k) Agreement,
                           any election under Part 3, #11.b. of the Agreement
                           applies for purposes of all contributions permitted
                           under the Agreement.

2.3      401(k) Plan Contributions and Allocations. This Section 2.3 applies if
         the Employer has adopted the 401(k) plan Agreement. The 401(k)
         Agreement is a profit sharing plan with a 401(k) feature. Any reference
         to the Agreement under this Section 2.3 is a reference to the 401(k)
         Agreement. The Employer must designate under Part 4 of the Agreement
         the amount and type of Employer Contributions it will make under the
         Plan. Employer Contributions under a 401(k) plan are generally subject
         to special limits and nondiscrimination rules. (See Article 17 for a
         discussion of the special rules that apply to the Employer
         Contributions under a 401(k) plan.) The Employer may make any (or all)
         of the following contributions under the 401(k) Agreement.

         (a)      Section 401(k) Deferrals. If so elected under Part 4A of the
                  Agreement, an Eligible Participant may enter into a Salary
                  Reduction Agreement with the Employer authorizing the Employer
                  to withhold a specific dollar amount or a specific percentage
                  from the Participant's Included Compensation and to deposit
                  such amount into the Participant's Section 401(k) Deferral
                  Account under the Plan. An Eligible Participant may defer with
                  respect to Included Compensation that exceeds the Compensation
                  Dollar Limitation, provided the deferrals otherwise satisfy
                  the limitations under Codess.402(g) and any other limitations
                  under the Plan. A Salary Reduction Agreement may only relate
                  to Included Compensation that is not currently available at
                  the time the Salary Reduction Agreement is completed. An
                  Employer may elect under Part 4A, #15 of the Agreement to
                  provide a special effective date solely for Section 401(k)
                  Deferrals under the Plan.

                  An Employee's Section 401(k) Deferrals are treated as Employer
                  Contributions for all purposes under this Plan, except as
                  otherwise provided under the Code or Treasury regulations. If
                  the Employer adopts the Nonstandardized 401(k) Agreement and
                  does not elect to allow Section 401(k) Deferrals under Part 4A
                  of the Agreement, the only contributions an Eligible
                  Participant may make to the Plan are Employee After-Tax
                  Contributions as authorized under Article 3 of this BPD and
                  Part 4D of the Nonstandardized Agreement. In either case, an
                  Eligible Participant may also receive Employer Nonelective
                  Contributions and/or Employer Matching Contributions under the
                  Plan, to the extent authorized under the Agreement. (The
                  Employee may not make Employee After-Tax Contributions under
                  the Standardized 401(k) Agreement.)

                  (1)      Change in deferral election. At least once a year, an
                           Eligible Participant may enter into a new Salary
                           Reduction Agreement, or may change his/her elections
                           under an existing Salary Reduction Agreement, at the
                           time and in the manner prescribed by the Plan
                           Administrator on the Salary


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                           Reduction Agreement form (or other written
                           procedures). The Salary Reduction Agreement may also
                           provide elections as to the investment funds into
                           which the Section 401(k) Deferrals will be
                           contributed and the time and manner a Participant may
                           change such elections.

                  (2)      Automatic deferral election. If elected under Part
                           4A, #14 of the Agreement, the Employer will
                           automatically withhold the amount designated under
                           Part 4A, #14 from Eligible Participants' Included
                           Compensation for payroll periods starting with such
                           Participants' Entry Date, unless the Eligible
                           Participant completes a Salary Reduction Agreement
                           electing a different deferral amount (including a
                           zero deferral amount). The Employer must designate in
                           Part 4A, #14 of the Agreement the date as of which an
                           Employee's deferral election will be taken into
                           account to override the automatic deferral election
                           under this subparagraph (2). This automatic deferral
                           election does not apply to any Eligible Participant
                           who has elected to defer an amount equal to or
                           greater than the automatic deferral amount designated
                           in Part 4A, #14 of the Agreement. The Employer may
                           elect under Part 4A, #14.b. of the Agreement to apply
                           the automatic deferral election only to Employees who
                           become Eligible Participants after a specified date.
                           The Plan Administrator will deposit all amounts
                           withheld pursuant to this automatic deferral election
                           into the appropriate Participant's Section 401(k)
                           Deferral Account.

                           Prior to the time an automatic deferral election
                           first goes into effect, an Eligible Participant must
                           receive written notice concerning the effect of the
                           automatic deferral election and his/her right to
                           elect a different level of deferral under the Plan,
                           including the right to elect not to defer. After
                           receiving the notice, an Eligible Participant must
                           have a reasonable time to enter into a new Salary
                           Reduction Agreement before any automatic deferral
                           election goes into effect.

         (b)      Employer Matching Contributions. If so elected under Part 4B
                  of the Agreement, the Employer will make an Employer Matching
                  Contribution, in accordance with the matching contribution
                  formula(s) selected in Part 4B, #16, to Eligible Participants
                  who satisfy the allocation conditions under Part 4B, #19 of
                  the Agreement. See Section 2.6. Any Employer Matching
                  Contribution determined under Part 4B, #16 will be allocated
                  to the Eligible Participant's Employer Matching Contribution
                  Account.

                  (1)      Applicable contributions. The Employer must elect
                           under the Nonstandardized Agreement whether the
                           matching contribution formula(s) applies to Section
                           401(k) Deferrals, Employee After-Tax Contributions,
                           or both. Under the Standardized Agreement, Employer
                           Matching Contributions apply only to Section 401(k)
                           Deferrals. The contributions eligible for an Employer
                           Matching Contribution are referred to under this
                           Section as "applicable contributions." If a matching
                           formula applies to both Section 401(k) Deferrals and
                           Employee After-Tax Contributions, such contributions
                           are aggregated to determine the Employer Matching
                           Contribution allocated under the formula.

                  (2)      Multiple formulas. If the Employer elects more than
                           one matching contribution formula under Part 4B, #16
                           of the Agreement, each formula is applied separately.
                           An Eligible Participant's aggregate Employer Matching
                           Contributions for a Plan Year will be the sum of the
                           Employer Matching Contributions the Participant is
                           entitled to under all such formulas.

                  (3)      Applicable contributions taken into account under the
                           matching contribution formula. The Employer must
                           elect under Part 4B, #17.a. of the Agreement the
                           period for which the applicable contributions are
                           taken into account in applying the matching
                           contribution formula(s) and in applying any limits on
                           the amount of such contributions that may be taken
                           into account under the formula(s). In applying the
                           matching contribution formula(s), applicable
                           contributions (and Included Compensation) are
                           determined separately for each designated period and
                           any limits on the amount of applicable contributions
                           taken into account under the matching contribution
                           formula(s) are applied separately for each designated
                           period.

                  (4)      Partial period of participation. In applying the
                           matching contribution formula(s) under the Plan to an
                           Employee who is an Eligible Participant for only part
                           of the Plan Year, the Employer may elect under Part
                           4B, #17.b. of the Agreement to take into account
                           Included Compensation for the entire Plan Year or
                           only for the portion of the Plan Year during which
                           the Employee is an Eligible Participant.
                           Alternatively, the Employer may elect under Part 4B,
                           #17.b.(3) of the Agreement to take into account
                           Included Compensation only for the period that the
                           Employee actually makes applicable contributions
                           under the Plan. In applying this subsection (4), an
                           Employee's status as an Eligible Participant is
                           determined solely with respect to the Employer
                           Matching Contribution under Part 4B of the Agreement.

         (c)      Qualified Matching Contributions (QMACs). If so elected under
                  Part 4B, #18 of the Agreement, the Employer may treat all (or
                  a portion) of its Employer Matching Contributions as QMACs. If
                  an Employer Matching Contribution is designated as a QMAC, it
                  must satisfy the requirements for a QMAC (as described in
                  Section 17.7(g)) at the time the contribution is made to the
                  Plan and must be allocated to the Participant's


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                  QMAC Account. To the extent an Employer Matching Contribution
                  is treated as a QMAC under Part 4B, #18, such contribution
                  will be 100% vested, regardless of any inconsistent elections
                  under Part 6 of the Agreement relating to Employer Matching
                  Contributions. (See Sections 17.2(d)(2) and 17.3(d)(2) for the
                  ability to make QMACs to correct an ADP or ACP failure without
                  regard to any election under Part 4B, #18 of the Agreement.)

                  Under Part 4B, #18, the Employer may designate all Employer
                  Matching Contributions as QMACs or may designate only those
                  Employer Matching Contributions under specific matching
                  contribution formula(s) to be QMACs. Alternatively, the
                  Employer may authorize a discretionary QMAC, in addition to
                  the Employer Matching Contributions designated under Part 4B,
                  #16, to be allocated uniformly as a percentage of Section
                  401(k) Deferrals made during the Plan Year. The Employer may
                  elect under the Agreement to allocate the discretionary QMAC
                  only to Eligible Participants who are Nonhighly Compensated
                  Employees or to all Eligible Participants. If the Employer
                  elects both a discretionary Employer Matching Contribution
                  formula and a discretionary QMAC formula, the Employer must
                  designate, in writing, the extent to which any matching
                  contribution is intended to be an Employer Matching
                  Contribution or a QMAC.

         (d)      Employer Nonelective Contributions. If so elected under Part
                  4C of the Agreement, the Employer may make Employer
                  Nonelective Contributions on behalf of each Eligible
                  Participant under the Plan who has satisfied the allocation
                  conditions described in Part 4C, #24 of the Agreement. See
                  Section 2.6. The Employer must designate under Part 4C, #20 of
                  the Agreement the amount of any Employer Nonelective
                  Contributions it wishes to make under the Plan. The amount of
                  any Employer Nonelective Contributions authorized under the
                  Plan and the method of allocating such contributions is
                  described in Section 2.2 of this Article.

         (e)      Qualified Nonelective Contributions (QNECs). The Employer may
                  elect under Part 4C, #22 of the Agreement to permit
                  discretionary QNECs under the Plan. A QNEC must satisfy the
                  requirements for a QNEC (as described in Section 17.7(h)) at
                  the time the contribution is made to the Plan and must be
                  allocated to the Participant's QNEC Account. If the Plan
                  authorizes the Employer to make both a discretionary Employer
                  Nonelective Contribution and a discretionary QNEC, the
                  Employer must designate, in writing, the extent to which any
                  contribution is intended to be an Employer Nonelective
                  Contribution or a QNEC. To the extent an Employer Nonelective
                  Contribution is treated as a QNEC under Part 4C, #22, such
                  contribution will be 100% vested, regardless of any
                  inconsistent elections under Part 6 of the Agreement relating
                  to Employer Nonelective Contributions. (See Sections
                  17.2(d)(2) and 17.3(d)(2) for the ability to make QNECs to
                  correct an ADP or ACP failure without regard to any election
                  under Part 4C, #22 of the Agreement.)

                  If the Employer makes a QNEC for the Plan Year, it will be
                  allocated to Participants' QNEC Account based on the
                  allocation method selected by the Employer under Part 4C, #22
                  of the Agreement. An Eligible Participant will receive a QNEC
                  allocation even if he/she has not satisfied any allocation
                  conditions designated under Part 4C, #24 of the Agreement,
                  unless the Employer elects otherwise under the Part 4C, #22.c.
                  of the Agreement.

                  (1)      Pro Rata Allocation Method. If the Employer elects
                           the Pro Rata Allocation Method under Part 4C, #22.a.
                           of the Agreement, any Employer Nonelective
                           Contribution properly designated as a QNEC will be
                           allocated as a uniform percentage of Included
                           Compensation to all Eligible Participants who are
                           Nonhighly Compensated Employees or to all Eligible
                           Participants, as specified under Part 4C, #22.a.

                  (2)      Bottom-up QNEC method. If the Employer elects the
                           Bottom-up QNEC method under Part 4C, #22.b. of the
                           Agreement, any Employer Nonelective Contribution
                           properly designated as a QNEC will be first allocated
                           to the Eligible Participant with the lowest Included
                           Compensation for the Plan Year for which the QNEC is
                           being allocated. To receive an allocation of the QNEC
                           under this subsection (2), the Eligible Participant
                           must be a Nonhighly Compensated Employee for the Plan
                           Year for which the QNEC is being allocated.

                           The QNEC will be allocated to the Eligible
                           Participant with the lowest Included Compensation
                           until all of the QNEC has been allocated or until the
                           Eligible Participant has reached his/her Annual
                           Additions Limitation, as described in Article 7. For
                           this purpose, if two or more Eligible Participants
                           have the same Included Compensation, the QNEC will be
                           allocated equally to each Eligible Participant until
                           all of the QNEC has been allocated, or until each
                           Eligible Participant has reached his/her Annual
                           Additions Limitation. If any QNEC remains
                           unallocated, this process is repeated for the
                           Eligible Participant(s) with the next lowest level of
                           Included Compensation in accordance with the
                           provisions under this subsection (2), until all of
                           the QNEC is allocated.

         (f)      Safe Harbor Contributions. If so elected under Part 4E of the
                  401(k) Agreement, the Employer may elect to treat this Plan as
                  a Safe Harbor 401(k) Plan. To qualify as a Safe Harbor 401(k)
                  Plan, the Employer must make a Safe Harbor Nonelective
                  Contribution or a Safe Harbor Matching Contribution under the
                  Plan. Such contributions are subject to special vesting and
                  distribution restrictions and must be allocated to the
                  Eligible


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                  Participants' Safe Harbor Nonelective Contribution Account or
                  Safe Harbor Matching Contribution Account, as applicable.
                  Section 17.6 describes the requirements that must be met to
                  qualify as a Safe Harbor 401(k) Plan and the method for
                  calculating the amount of the Safe Harbor Contribution that
                  must be made under the Plan.

         (g)      Prior SIMPLE 401(k) plan. If this Agreement is being used to
                  amend or restate a 401(k) plan which complied with the SIMPLE
                  401(k) plan provisions under Code ss.401(k)(11), any provision
                  in this Agreement which is inconsistent with the SIMPLE 401(k)
                  plan provisions is not effective for any Plan Year during
                  which the plan complied with the SIMPLE 401(k) plan
                  provisions.

2.4      Money Purchase Plan Contribution and Allocations. This Section 2.4
         applies if the Employer has adopted the money purchase plan Agreement.
         Any reference to the Agreement under this Section 2.4 is a reference to
         the money purchase plan Agreement.

         (a)      Employer Contributions. The Employer must elect under Part 4
                  of the Nonstandardized Agreement to make Employer
                  Contributions under one or more of the following methods:

                  (1)      as a uniform percentage of each Eligible
                           Participant's Included Compensation;

                  (2)      as a uniform dollar amount for each Eligible
                           Participant;

                  (3)      under the Permitted Disparity Method (using either
                           the individual method or group method);

                  (4)      under a formula based on service with the Employer;
                           or

                  (5)      under a Davis-Bacon Contribution Formula.

                  Under the Standardized Agreement, the Employer may only elect
                  to make an Employer Contribution as a uniform percentage of
                  Included Compensation, a uniform dollar amount, or under the
                  Permitted Disparity Method.

                  An Eligible Participant is only entitled to share in the
                  Employer Contribution if such Participant satisfies the
                  allocation conditions described under Part 4, #15 of the
                  Agreement. See Section 2.6.

                  If the Employer elects more than one Employer Contribution
                  formula under Part 4, #12 of the Agreement, each formula is
                  applied separately. An Eligible Participant's aggregate
                  Employer Contributions for a Plan Year will be the sum of the
                  Employer Contributions the Participant is entitled to under
                  all such formulas.

         (b)      Uniform percentage or uniform dollar amount. The contribution
                  made by the Employer must be allocated to Eligible
                  Participants in a definitely determinable manner. If the
                  Employer elects to make an Employer Contribution as a uniform
                  percentage of Included Compensation under Part 4, #12.a. of
                  the Agreement or as a uniform dollar amount under Part 4,
                  #12.b. of the Agreement, each Eligible Participant's
                  allocation of the Employer Contribution will equal the amount
                  determined under the contribution formula elected under the
                  Agreement.

         (c)      Permitted Disparity Method. The Employer may elect under Part
                  4, #12.c. of the Agreement to use the Permitted Disparity
                  Method using either the individual method or the group method.
                  An Employer may not elect a Permitted Disparity Method under
                  the Plan if another qualified plan of the Employer, which
                  covers any of the same Employees, uses permitted disparity in
                  determining the allocation of contributions or accrual of
                  benefits under the plan.

                  For purposes of applying the Permitted Disparity Method,
                  Excess Compensation is the portion of an Eligible
                  Participant's Included Compensation that exceeds the
                  Integration Level. The Integration Level is the Taxable Wage
                  Base, unless the Employer designates a different amount under
                  Part 4, #14.b. of the Agreement.

                  (1)      Individual method. If the Employer elects the
                           Permitted Disparity Method using the individual
                           method, each Eligible Participant will receive an
                           allocation of the Employer Contribution equal to the
                           amount determined under the contribution formula
                           under Part 4, #12.c.(1) of the Agreement. Under the
                           individual Permitted Disparity Method, the Employer
                           will contribute (i) a fixed percentage of each
                           Eligible Participant's Included Compensation for the
                           Plan Year plus (ii) a fixed percentage of each
                           Eligible Participant's Excess Compensation. The
                           percentage of each Eligible Participant's Excess
                           Compensation under (ii) may not exceed the lesser of
                           the percentage of total Included Compensation
                           contributed under (i) or the Applicable Percentage
                           under the following table:


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(C)Copyright 2001 SunTrust Bank                              Basic Plan Document
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<PAGE>

<TABLE>
<CAPTION>
                                             Integration Level                  Applicable
                                (As a percentage of the Taxable Wage Base)      Percentage
                                ------------------------------------------      ----------

                                    <S>                                            <C>
                                                   100%                            5.7%

                                     More than 80% but less than 100%              5.4%

                                    More than 20% and not more than 80%            4.3%

                                                20% or less                        5.7%
</TABLE>

                  (2)      Group method. If the Employer elects the Permitted
                           Disparity Method using the group method under Part 4,
                           #12.c.(2) of the Agreement, the Employer will
                           contribute a fixed percentage (as designated in the
                           Agreement) of the total Included Compensation for the
                           Plan Year of all Eligible Participants. The total
                           Employer Contribution is then allocated among the
                           Eligible Participants under either the Two-Step
                           Formula or the Four-Step Formula described below.

                           (i)      Two-Step Formula. If the Employer elects the
                                    Two-Step Formula, the Employer Contribution
                                    will be allocated in the same manner as
                                    under Section 2.2(b)(2)(i) above. However,
                                    the Employer may elect to have the Four-Step
                                    Formula automatically apply for any Plan
                                    Year in which the Plan is a Top-Heavy Plan.

                           (ii)     Four-Step Formula. If the Employer elects
                                    the Four-Step Formula or if the Plan is a
                                    Top-Heavy Plan and the Employer elects to
                                    have the Four-Step Formula apply for Plan
                                    Years when the Plan is a Top-Heavy Plan, the
                                    Employer Contribution will be allocated to
                                    Eligible Participants in the same manner as
                                    under Section 2.2(b)(2)(ii) above.

         (d)      Contribution based on service. The Employer may elect under
                  Part 4, #12.d. of the Nonstandardized Agreement to provide an
                  Employer Contribution for each Eligible Participant based on
                  the service performed by such Eligible Participant during the
                  Plan Year (or other period designated under Part 4, #13.a. of
                  the Agreement). The Employer may provide a fixed dollar amount
                  of a fixed percentage of Included Compensation for each Hour
                  of Service, each week of employment or any other measuring
                  period selected under Part 4, #12.d. of the Nonstandardized
                  Agreement. If the Employer elects to make a contribution based
                  on service, each Eligible Participant will receive an
                  allocation of the Employer Contribution equal to the amount
                  determined under the contribution formula under Part 4, #12.d.
                  of the Nonstandardized Agreement.

         (e)      Davis-Bacon Contribution Formula. The Employer may elect under
                  Part 4, #12.e. of the Nonstandardized Agreement to provide an
                  Employer Contribution for each Eligible Participant who
                  performs Davis-Bacon Act Service. For this purpose,
                  Davis-Bacon Act Service is any service performed by an
                  Employee under a public contract subject to the Davis-Bacon
                  Act or to any other federal, state or municipal prevailing
                  wage law. Each such Eligible Participant will receive a
                  contribution based on the hourly contribution rate for the
                  Participant's employment classification, as designated on
                  Schedule A of the Agreement. Schedule A is incorporated as
                  part of the Agreement. In applying the Davis-Bacon
                  Contribution Formula under this subsection (e), the following
                  default rules will apply. The Employer may modify these
                  default rules under Part 4, #12.e.(2) of the Nonstandardized
                  Agreement

                  (1)      Eligible Employees. Highly Compensated Employees are
                           Excluded Employees for purposes of receiving an
                           Employer Contribution under the Davis-Bacon
                           Contribution Formula.

                  (2)      Minimum age and service conditions. No minimum age or
                           service conditions will apply for purposes of
                           determining an Employee's eligibility under the
                           Davis-Bacon Contribution Formula.

                  (3)      Entry Date. For purposes of applying the Davis-Bacon
                           Contribution Formula, an Employee becomes an Eligible
                           Participant on his/her Employment Commencement Date.

                  (4)      Allocation conditions. No allocation conditions (as
                           described in Section 2.6) will apply for purposes of
                           determining an Eligible Participant's allocation
                           under the Davis-Bacon Contribution Formula.

                  (5)      Vesting. Employer Contributions made pursuant to the
                           Davis-Bacon Contribution Formula are always 100%
                           vested.

                  (6)      Offset of other Employer Contributions. The
                           contributions under the Davis Bacon Contribution
                           Formula will not offset any other Employer
                           Contributions under the Plan. However, the Employer
                           may elect under Part 4, #12.e.(1) of the
                           Nonstandardized Agreement to offset any other
                           Employer


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                                       14
<PAGE>

                           Contributions made under the Plan by the Employer
                           Contributions a Participant receives under the
                           Davis-Bacon Contribution Formula.

         (f)      Applicable period for determining Included Compensation. In
                  determining the amount of Employer Contribution to be
                  allocated to an Eligible Participant, Included Compensation is
                  determined separately for each period designated under Part 4,
                  #13.a. of the Agreement. If the Employer elects the Permitted
                  Disparity Method under Part 4, #12.c. of the Agreement, the
                  period designated under Part 4, #13.a. must be the Plan Year.
                  If the Employer elects an Employer Contribution formula under
                  Part 4, #12 of the Agreement other than the Permitted
                  Disparity Method, and elects a period under Part 4, #13.a.
                  other than the Plan Year, a Participant's allocation of
                  Employer Contributions will be determined separately for each
                  period based solely on Included Compensation for such period.
                  If the Employer elects the service formula under Part 4,
                  #12.d. of the Nonstandardized Agreement, the Employer
                  Contribution also will be determined separately for each
                  period designated under Part 4, #13.a. of the Agreement based
                  on service performed during such period. The Employer need not
                  actually make the Employer Contribution during the designated
                  period, provided the total Employer Contribution for the Plan
                  Year is allocated based on the proper Included Compensation.

         (g)      Special rules for determining Included Compensation. The same
                  rules as discussed under Section 2.2(c)(2) apply to permit the
                  Employer to elect under Part 4, #13.b. of the Agreement to
                  take into account an Employee's Included Compensation for the
                  entire Plan Year, even if the Employee is an Eligible
                  Participant for only part of the Plan Year. If no election is
                  made under Part 4, #13.b., only Included Compensation for the
                  portion of the Plan Year while an Employee is an Eligible
                  Participant will be taken into account in determining an
                  Employee's Employer Contribution under the Plan. The Employer
                  also may elect under Part 4, #13.c. of the Agreement to take
                  into account Included Compensation for the calendar year
                  ending in the Plan Year or other 12-month period, as provided
                  in Section 2.2(c)(3).

         (h)      Limit on contribution where Employer maintains another plan in
                  addition to a money purchase plan. If the Employer adopts the
                  money purchase plan Agreement and also maintains another
                  qualified retirement plan, the contribution to be made under
                  the money purchase plan Agreement (as designated in Part 4 of
                  the Agreement) will not exceed the maximum amount that is
                  deductible under Code ss.404(a)(7), taking into account all
                  contributions that have been made to the plans prior to the
                  date a contribution is made under the money purchase plan
                  Agreement.

2.5      Target Benefit Plan Contribution. This Section 2.5 applies if the
         Employer has adopted the target benefit plan Agreement. Any reference
         to the Agreement under this Section 2.5 is a reference to the target
         benefit plan Agreement.

         (a)      Stated Benefit. A Participant's Stated Benefit, as of any Plan
                  Year, is the amount determined in accordance with the benefit
                  formula selected under Part 4 of the Agreement, payable
                  annually in the form of a Straight Life Annuity commencing
                  upon the Participant's Normal Retirement Age (as defined in
                  Part 5 of the Agreement) or current age (if later). In
                  applying the benefit formula under Part 4, all projected Years
                  of Participation (as defined in subsection (d)(10) below) are
                  counted beginning with the first Plan Year and projecting
                  through the last day of the Plan Year in which the Participant
                  attains Normal Retirement Age (or the current Plan Year, if
                  later), assuming all relevant factors remain constant for
                  future Plan Years. For this purpose, the first Plan Year is
                  the latest of:

                  (1)      the first Plan Year in which the Participant becomes
                           an Eligible Participant;

                  (2)      the first Plan Year immediately following a Plan Year
                           in which the Plan did not satisfy the target benefit
                           plan safe harbor under Treas. Reg.
                           ss.1.401(a)(4)-8(b)(3); or

                  (3)      the first Plan Year taken into account under the
                           Plan's benefit formula, as designated in Part 4,
                           #13.c. of the Agreement. If Part 4, #13.c. is not
                           completed, the first Plan Year taken into account
                           under this subsection (3) will be the original
                           Effective Date of this Plan, as designated under
                           #59.a. or #59.b.(2) of the Agreement, as applicable.

                  If this Plan is a "prior safe harbor plan" then, solely for
                  purposes of determining projected Years of Participation, the
                  Plan is deemed to satisfy the target benefit plan safe harbor
                  under Treas. Reg. ss.1.401(a)(4)-8(b)(3) and the Participant
                  is treated as an Eligible Participant under the Plan for any
                  Plan Year beginning prior to January 1, 1994. This Plan is a
                  prior safe harbor plan if it was originally in effect on
                  September 19, 1991, and on that date the Plan contained a
                  stated benefit formula that took into account service prior to
                  that date, and the Plan satisfied the applicable
                  nondiscrimination requirements for target benefit plans for
                  those prior years. For purposes of determining whether a plan
                  satisfies the applicable nondiscrimination requirements for
                  target benefit plans for Plan Years beginning before January
                  1, 1994, no amendments after September 19, 1991, other than
                  amendments necessary to satisfy ss.401(l) of the Code, will be
                  taken into account.


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         (b)      Employer Contribution. Each Plan Year, the Employer will
                  contribute to the Plan on behalf of each Eligible Participant
                  who has satisfied the allocation conditions under Part 4, #15
                  of the Agreement, an amount necessary to fund the
                  Participant's Stated Benefit, determined in accordance with
                  the benefit formula selected under Part 4, #13 of the
                  Agreement. The Employer's required contribution may be reduced
                  by forfeitures in accordance with the provisions of Section
                  5.5(b).

                  (1)      Participant has not reached Normal Retirement Age. If
                           a Participant has not reached Normal Retirement Age
                           by the last day of the Plan Year, the Employer
                           Contribution for such Plan Year with respect to that
                           Participant is the excess, if any, of the Present
                           Value Stated Benefit (as defined in subsection (3)
                           below) over the Theoretical Reserve (as defined in
                           subsection (4) below), multiplied by the appropriate
                           Amortization Factor from Table II under Exhibit A of
                           the Agreement. The factors under Table II are
                           determined based on the applicable interest rate
                           assumptions selected under Part 4, #14.b.(1) of the
                           Agreement.

                  (2)      Participant has reached Normal Retirement Age. If a
                           Participant has reached Normal Retirement Age by the
                           last day of the Plan Year, the Employer Contribution
                           for such Plan Year with respect to that Participant
                           is the excess, if any, of the Present Value Stated
                           Benefit (as defined in subsection (3) below) over the
                           Theoretical Reserve (as defined in subsection (4)
                           below).

                  (3)      Present Value Stated Benefit. For purposes of
                           determining the Employer Contribution under the Plan,
                           a Participant's Present Value Stated Benefit is the
                           Participant's Stated Benefit multiplied by the
                           appropriate present value factor under Table I or
                           Table IA, as appropriate (if the Participant has not
                           attained Normal Retirement Age) or Table IV (if the
                           Participant has attained Normal Retirement Age). The
                           Present Value Stated Benefit must be further adjusted
                           by the factors under Table III if the Normal
                           Retirement Age under the Plan is other than age 65.
                           (See Exhibit A under the Agreement for the applicable
                           factors. The applicable factors are determined based
                           on the applicable interest rate assumptions selected
                           under Part 4, #14.b.(1) of the Agreement and assuming
                           a UP-1984 mortality table. If the Employer elects a
                           different applicable mortality table under Part 4,
                           #14.b.(2), appropriate factors must be attached to
                           the Agreement.)

                  (4)      Theoretical Reserve. Except as provided in the
                           following paragraph, for the first Plan Year for
                           which the Stated Benefit is determined (see
                           subsection (a) above), a Participant's Theoretical
                           Reserve is zero. For each subsequent Plan Year, the
                           Theoretical Reserve is the sum of the Theoretical
                           Reserve for the prior Plan Year plus the Employer
                           Contribution required for such prior Plan Year. The
                           sum is then adjusted for interest (using the Plan's
                           interest assumptions for the prior Plan Year) through
                           the last day of the current Plan Year. For any Plan
                           Year following the Plan Year in which the Participant
                           attains Normal Retirement Age, no interest adjustment
                           is required. For purposes of determining a
                           Participant's Theoretical Reserve, minimum
                           contributions required solely to comply with the
                           Top-Heavy Plan rules under Article 16 are not
                           included.

                           If this Plan was a prior safe harbor plan (see the
                           definition of prior safe harbor plan under subsection
                           (a) above), with a benefit formula that takes into
                           account Plan Years prior to the first Plan Year this
                           Plan satisfies the target benefit plan safe harbor
                           under Treas. Reg. ss.1.401(a)(4)-8(b)(3)(c), the
                           Theoretical Reserve for the first Plan Year is
                           determined by subtracting the result in subsection
                           (ii) from the result in subsection (i).

                           (i)      Determine the present value of the Stated
                                    Benefit as of the last day of the Plan Year
                                    immediately preceding the first Plan Year
                                    this Plan satisfies the target benefit plan
                                    safe harbor under Treas.
                                    Reg.ss.1.401(a)(4)-8(b)(3)(c), using the
                                    actuarial assumptions, the provisions of the
                                    Plan, and the Participant's compensation as
                                    of such date. For a Participant who has
                                    attained Normal Retirement Age, the Stated
                                    Benefit will be determined using the
                                    actuarial assumptions, the provisions of the
                                    Plan, and the Participant's compensation as
                                    of such date, using a straight life annuity
                                    factor for a Participant whose attained age
                                    is the Normal Retirement Age under the Plan.

                           (ii)     Determine the present value of future
                                    Employer Contributions (i.e., the Employer
                                    Contributions due each Plan Year using the
                                    actuarial assumptions, the provisions of the
                                    Plan (disregarding those provisions of the
                                    Plan providing for the limitations of ss.415
                                    of the Code or the minimum contributions
                                    under ss.416 of the Code)), and the
                                    Participant's compensation as of such date,
                                    beginning with the first Plan Year through
                                    the end of the Plan Year in which the
                                    Participant attains Normal Retirement Age.

         (c)      Benefit formula. The Employer may elect under Part 4 of the
                  Agreement to apply a Nonintegrated Benefit Formula or an
                  Integrated Benefit Formula. The benefit formula selected under
                  Part 4 of the Agreement must comply with the target benefit
                  plan safe harbor rules under Treas. Reg.
                  ss.1.401(a)(4)-8(b)(3).


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                                       16
<PAGE>

                  (1)      Nonintegrated Benefit Formula. Under a Nonintegrated
                           Benefit Formula, benefits provided under Social
                           Security are not taken into account when determining
                           an Eligible Participant's Stated Benefit. A
                           Nonintegrated Benefit Formula may provide for a Flat
                           Benefit or a Unit Benefit.

                           (i)      Flat Benefit. The Employer may elect under
                                    Part 4, #13.a.(1) of the Agreement to apply
                                    a Flat Benefit formula that provides a
                                    Stated Benefit equal to a specified
                                    percentage of Average Compensation. A
                                    Participant's Stated Benefit determined
                                    under the Flat Benefit formula will be
                                    reduced pro rata if the Participant's
                                    projected Years of Participation are less
                                    than 25 Years of Participation. For a
                                    Participant with less than 25 projected
                                    Years of Participation, the base percentage
                                    and the excess percentage are reduced by
                                    multiplying such percentages by a fraction,
                                    the numerator of which is the Participant's
                                    projected Years of Participation, and the
                                    denominator of which is 25.

                           (ii)     Unit Benefit. The Employer may elect under
                                    Part 4, #13.a.(2) of the Agreement or under
                                    Part 4, #13.a.(3) of the Nonstandardized
                                    Agreement to apply a Unit Benefit formula
                                    that provides a Stated Benefit equal to a
                                    specified percentage of Average Compensation
                                    multiplied by the Participant's Years of
                                    Participation with the Employer. The
                                    Employer may elect to limit the Years of
                                    Participation taken into account under a
                                    Unit Benefit formula, however, the Plan must
                                    take into account all Years of Participation
                                    up to at least 25 years.

                                    If the Employer elects a tiered formula
                                    under Part 4, #13.a.(3) of the
                                    Nonstandardized Agreement, the highest
                                    benefit percentage for any Participant with
                                    less than 33 Years of Participation cannot
                                    be more than one-third larger than the
                                    lowest benefit percentage for any
                                    Participant with less than 33 Years of
                                    Participation. This requirement is satisfied
                                    if the percentage under Part 4, #13.a.(3)(a)
                                    applies to all Years of Participation up to
                                    at least 33. If the percentage under Part 4,
                                    #13.a.(3)(a) applies to Years of
                                    Participation less than 33, this paragraph
                                    will be satisfied if the total Years of
                                    Participation taken into account under Part
                                    4, #13.a.(3)(b) and Part 4, #13.a.(3)(d) is
                                    not less than 33 and the percentage
                                    designated in Part 4, #13.a.(3)(c) is not
                                    less than P1(25-Y)/(33-Y) and is not greater
                                    than P1(44-Y)/(33-Y), where P1 is the
                                    percentage under Part 4, #13.a.(3)(a) and Y
                                    is the number of Years of Participation to
                                    which the percentage under Part 4,
                                    #13.a.(3)(a) applies. If the total Years of
                                    Participation taken into account under Part
                                    4, #13.a.(3)(b) and Part 4, #13.a.(3)(d) is
                                    less than 33, a similar calculation applies
                                    to any percentage designated in Part 4,
                                    #13.a.(3)(e).

                  (2)      Integrated Benefit Formula. An Integrated Benefit
                           Formula is designed to provide a greater benefit to
                           certain Participants to make up for benefits not
                           provided under Social Security. An Integrated Benefit
                           Formula may provide for a Flat Excess Benefit, a Unit
                           Excess Benefit, a Flat Offset Benefit, or a Unit
                           Offset Benefit. An Employer may not elect an
                           Integrated Benefit Formula under the Plan if another
                           qualified plan of the Employer, which covers any of
                           the same Employees, uses permitted disparity (or
                           imputes permitted disparity) in determining the
                           allocation of contributions or accrual of benefits
                           under the plan.

                           (i)      Flat Excess Benefit. The Employer may elect
                                    under Part 4, #13.b.(1) of the Agreement to
                                    apply a Flat Excess Benefit formula that
                                    provides a Stated Benefit equal to a
                                    specified percentage of Average Compensation
                                    ("base percentage") plus a specified
                                    percentage of Excess Compensation ("excess
                                    percentage").

                                    (A)      Maximum permitted disparity. In
                                             completing a Flat Excess Benefit
                                             formula under Part 4, #13.b.(1) of
                                             the Agreement, the excess
                                             percentage under Part 4,
                                             #13.b.(1)(b) may not exceed the
                                             Maximum Disparity Percentage
                                             identified under subsection (3)(i)
                                             below. The excess percentage may be
                                             further reduced under the
                                             Cumulative Disparity Limit under
                                             subsection (3)(iv) below.

                                    (B)      Limitation on Years of
                                             Participation. The Participant's
                                             base percentage and excess
                                             percentage under the Flat Excess
                                             Benefit formula are reduced pro
                                             rata if the Participant's projected
                                             Years of Participation are less
                                             than 35 years. For a Participant
                                             with less than 35 projected Years
                                             of Participation, the base
                                             percentage and the excess
                                             percentage are reduced by
                                             multiplying such percentages by a
                                             fraction, the numerator of which is
                                             the Participant's projected Years
                                             of Participation, and the
                                             denominator of which is 35.

                           (ii)     Unit Excess Benefit. The Employer may elect
                                    under Part 4, #13.b.(2) of the Agreement or
                                    under Part 4, #13.b.(3) of the
                                    Nonstandardized Agreement to apply a Unit
                                    Excess Benefit formula which provides a
                                    Stated Benefit equal to a specified
                                    percentage of


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                                    Average Compensation ("base percentage")
                                    plus a specified percentage of Excess
                                    Compensation ("excess percentage")
                                    multiplied by the Participant's Years of
                                    Participation with the Employer.

                                    (A)      Maximum permitted disparity. In
                                             completing a Unit Excess Benefit
                                             formula under Part 4, #13.b. of the
                                             Agreement, the excess percentage
                                             under the formula may not exceed
                                             the Maximum Disparity Percentage
                                             identified under subsection (3)(i)
                                             below. In addition, if the Employer
                                             elects a tiered formula under Part
                                             4, #13.b.(3) of the Nonstandardized
                                             Agreement, the percentage
                                             designated under Part 4,
                                             #13.b.(3)(d) and/or Part 4,
                                             #13.b.(3)(f), as applicable, may
                                             not exceed the sum of the base
                                             percentage under Part 4,
                                             #13.b.(3)(a) and the excess
                                             percentage under Part 4,
                                             #13.b.(3)(b).

                                    (B)      Limitation on Years of
                                             Participation. The Employer must
                                             identify under Part 4, #13.b. the
                                             Years of Participation that will be
                                             taken into account under the Unit
                                             Excess Benefit formula. If the
                                             Employer elects a uniform formula
                                             under Part 4, #13.b.(2) of the
                                             Agreement, the Plan must take into
                                             account all Years of Participation
                                             up to at least 25. In addition, a
                                             Participant may not be required to
                                             complete more than 35 Years of
                                             Participation to earn his/her full
                                             Stated Benefit. (See the Cumulative
                                             Disparity Limit under subsection
                                             (3)(iv) below for additional
                                             restrictions that may limit a
                                             Participant's Years of
                                             Participation that may be taken
                                             into account under the Plan.)

                                             If the Employer elects a tiered
                                             formula under Part 4, #13.b.(3) of
                                             the Nonstandardized Agreement and
                                             the Years of Participation
                                             specified under Part 4,
                                             #13.b.(3)(c) is less than 35, the
                                             percentage under Part 4,
                                             #13.b.(3)(d) must equal the sum of
                                             the base percentage under Part 4,
                                             #13.b.(3)(a) and the excess
                                             percentage under Part 4,
                                             #13.b.(3)(b) and any Years of
                                             Participation required under Part
                                             4, #13.b.(3)(e) may not be less
                                             than 35 minus the Years of
                                             Participation designated under Part
                                             4, #13.b.(3)(c). (See the
                                             Cumulative Disparity Limit under
                                             subsection (3)(iv) below for
                                             additional restrictions that may
                                             limit a Participant's Years of
                                             Participation that may be taken
                                             into account under the Plan.) If
                                             the number of Years of
                                             Participation specified under Part
                                             4, #13.b.(3)(c) is less than 35,
                                             and Part 4, #13.b.(3)(d) is not
                                             checked, the percentage specified
                                             under Part 4, #13.b.(3)(f) must
                                             equal the sum of the base
                                             percentage under Part 4,
                                             #13.b.(3)(a) and the excess
                                             percentage under Part 4,
                                             #13.b.(3)(b).

                           (iii)    Flat Offset Benefit. The Employer may elect
                                    under Part 4, #13.b.(4) of the
                                    Nonstandardized Agreement or Part 4,
                                    #13.b.(3) of the Standardized Agreement to
                                    apply a Flat Offset Benefit formula that
                                    provides a Stated Benefit equal to a
                                    specified percentage of Average Compensation
                                    ("gross percentage") offset by a specified
                                    percentage of Offset Compensation ("offset
                                    percentage").

                                    (A)      Maximum permitted disparity. In
                                             applying a Flat Offset Benefit
                                             formula, the offset percentage for
                                             any Participant may not exceed the
                                             Maximum Offset Percentage
                                             identified under subsection (3)(ii)
                                             below. The offset percentage may be
                                             further reduced under the
                                             Cumulative Disparity Limit under
                                             subsection (3)(iv) below.

                                    (B)      Limitation on Years of
                                             Participation. The Participant's
                                             gross percentage and offset
                                             percentage under the Flat Offset
                                             Benefit formula are reduced pro
                                             rata if the Participant's projected
                                             Years of Participation are less
                                             than 35 years. For a Participant
                                             with less than 35 projected Years
                                             of Participation, the gross
                                             percentage and the offset
                                             percentage are reduced by
                                             multiplying such percentages by a
                                             fraction, the numerator of which is
                                             the Participant's projected Years
                                             of Participation, and the
                                             denominator of which is 35.

                           (iv)     Unit Offset Benefit. The Employer may elect
                                    under Part 4, #13.b.(5) and Part 4,
                                    #13.b.(6) of the Agreement or under Part 4,
                                    #13.b.(4) of the Standardized Agreement to
                                    apply a Unit Offset Benefit formula which
                                    provides a Stated Benefit equal to a
                                    specified percentage of Average Compensation
                                    ("gross percentage") offset by a specified
                                    percentage of Offset Compensation ("offset
                                    percentage") multiplied by the Participant's
                                    Years of Participation with the Employer.


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<PAGE>

                                    (A)      Maximum permitted offset. In
                                             applying a Unit Offset Benefit
                                             formula, the offset percentage for
                                             any Participant may not exceed the
                                             Maximum Offset Percentage
                                             identified under subsection (3)(ii)
                                             below. In addition, if the Employer
                                             elects a tiered formula under Part
                                             4, #13.b.(6) of the Nonstandardized
                                             Agreement, the percentage
                                             designated under Part 4,
                                             #13.b.(6)(d) and/or Part 4,
                                             #13.b.(6)(f), as applicable, may
                                             not exceed the gross percentage
                                             under Part 4, #13.b.(6)(a).

                                    (B)      Limitation on Years of
                                             Participation. The Employer must
                                             identify under Part 4, #13.b. the
                                             Years of Participation that will be
                                             taken into account under the Unit
                                             Offset Benefit formula. If the
                                             Employer elects a uniform offset
                                             formula under Part 4, #13.b.(5) of
                                             the Nonstandardized Agreement or
                                             Part 4, #13.b.(4) of the
                                             Standardized Agreement, the Plan
                                             must take into account all Years of
                                             Participation up to at least 25. In
                                             addition, a Participant may not be
                                             required to complete more than 35
                                             Years of Participation to earn
                                             his/her full Stated Benefit. (See
                                             the Cumulative Disparity Limit
                                             under subsection (3)(iv) below for
                                             additional restrictions that may
                                             limit a Participant's Years of
                                             Participation that may be taken
                                             into account under the Plan.)

                                             If the Employer elects a tiered
                                             offset formula under Part 4,
                                             #13.b.(6) of the Nonstandardized
                                             Agreement and the Years of
                                             Participation specified under Part
                                             4, #13.b.(6)(c) is less than 35,
                                             any percentage under Part 4,
                                             #13.b.(6)(d) must equal the gross
                                             percentage under Part 4,
                                             #13.d.(6)(a) and any Years of
                                             Participation required under Part
                                             4, #13.b.(6)(e) may not be less
                                             than 35 minus the Years of
                                             Participation designated under Part
                                             4, #13.b.(6)(c). (See the
                                             Cumulative Disparity Limit under
                                             subsection (3)(iv) below for
                                             additional restrictions that may
                                             limit a Participant's Years of
                                             Participation that may be taken
                                             into account under the Plan.) If
                                             the number of Years of
                                             Participation specified under Part
                                             4, #13.b.(6)(c) is less than 35,
                                             and Part 4, #13.b.(6)(d) is not
                                             checked, the percentage specified
                                             under Part 4, #13.b.(6)(f) must
                                             equal the gross percentage under
                                             Part 4, #13.b.(6)(a).

                  (3)      Special rules for applying Integrated Benefit
                           Formulas under Part 4, #13.b. of the Agreement.

                           (i)      Maximum Disparity Percentage. In applying
                                    the Flat Excess Benefit formula described in
                                    subsection (2)(i) above or the Unit Excess
                                    Benefit formula described in subsection
                                    (2)(ii) above, the excess percentage under
                                    the formula may not exceed the Maximum
                                    Disparity Percentage. Under a Flat Excess
                                    Benefit formula, the Maximum Disparity
                                    Percentage is the lesser of the base
                                    percentage specified under the Agreement or
                                    the appropriate factor described under the
                                    Simplified Table below multiplied by 35.
                                    Under a Unit Excess Benefit formula, the
                                    Maximum Disparity Percentage is the lesser
                                    of the base percentage specified under the
                                    Agreement or the appropriate factor
                                    described under the Simplified Table below.

                                    In applying the Simplified Table below, NRA
                                    is a Participant's Normal Retirement Age
                                    under the Plan. If a Participant's Normal
                                    Retirement Age is prior to age 55, the
                                    applicable factors under the Simplified
                                    Table must be further reduced to a factor
                                    that is the Actuarial Equivalent of the
                                    factor at age 55. (See (iii) below for
                                    possible adjustments to the Simplified Table
                                    if an Integration Level other than Covered
                                    Compensation is selected under Part 4,
                                    #14.d.(1) of the Agreement.)

<TABLE>
<CAPTION>
                                                         Simplified Table

                                                 Maximum                        Maximum
                                    NRA    Disparity Percentage    NRA    Disparity Percentage
                                    ---    --------------------    ---    --------------------

                                     <S>           <C>              <C>           <C>
                                     70            0.838            62            0.416
                                     69            0.760            61            0.382
                                     68            0.690            60            0.346
                                     67            0.627            59            0.330
                                     66            0.571            58            0.312
                                     65            0.520            57            0.294
                                     64            0.486            56            0.278
                                     63            0.450            55            0.260
</TABLE>


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(C)Copyright 2001 SunTrust Bank                              Basic Plan Document
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<PAGE>

                           (ii)     Maximum Offset Percentage. In applying the
                                    Flat Offset Benefit formula described in
                                    subsection (2)(iii) above or the Unit Offset
                                    Benefit formula described in subsection
                                    (2)(iv) above, the offset percentage under
                                    the formula may not exceed the Maximum
                                    Offset Percentage. Under a Flat Offset
                                    Benefit formula, the Maximum Offset
                                    Percentage is the lesser of 50% of the gross
                                    percentage specified under the Agreement or
                                    the appropriate factor described under the
                                    Simplified Table above, multiplied by 35.
                                    Under a Unit Offset Benefit formula, the
                                    Maximum Offset Percentage is the lesser of
                                    50% of the gross percentage specified under
                                    the Agreement or the appropriate factor
                                    described under the Simplified Table above.

                                    In applying the Simplified Table above, NRA
                                    is a Participant's Normal Retirement Age
                                    under the Plan. If a Participant's Normal
                                    Retirement Age is prior to age 55, the
                                    applicable factors under the Simplified
                                    Table must be further reduced to a factor
                                    that is the Actuarial Equivalent of the
                                    factor at age 55. (See (iii) below for
                                    possible adjustments to the Simplified Table
                                    if an Integration Level other than Covered
                                    Compensation is selected under Part 4,
                                    #14.d.(1) of the Agreement.)

                           (iii)    Adjustments to the Maximum Disparity
                                    Percentage / Maximum Offset Percentage for
                                    Integration Level other than Covered
                                    Compensation. The factors under the
                                    Simplified Table under subsection (i) above
                                    are based on an Integration Level equal to
                                    Covered Compensation. If the Employer elects
                                    under Part 4, #14.d.(1)(b) - (e) of the
                                    Agreement to use an Integration Level other
                                    than Covered Compensation, the factors under
                                    the Simplified Table may have to be
                                    modified. If the Employer elects to modify
                                    the Integration Level under Part 4,
                                    #14.d.(1)(b) or Part 4, #14.d.(1)(c) of the
                                    Agreement, no modification to the Simplified
                                    Table is required. If the Employer elects to
                                    modify the Integration Level under Part 4,
                                    #14.d.(1)(d) or Part 4, #14.d.(1)(e), the
                                    factors under the Modified Table below must
                                    be used instead of the factors under the
                                    Simplified Table.

<TABLE>
<CAPTION>
                                              Modified Table - Factors for Integration Level
                                                     other than Covered Compensation

                                                      Maximum                        Maximum
                                        NRA    Disparity Percentage    NRA    Disparity Percentage
                                        ---    --------------------    ---    --------------------

                                         <S>           <C>              <C>           <C>
                                         70            0.670            62            0.331
                                         69            0.608            61            0.305
                                         68            0.552            60            0.277
                                         67            0.627            59            0.264
                                         66            0.502            58            0.250
                                         65            0.416            57            0.234
                                         64            0.388            56            0.222
                                         63            0.360            55            0.208
</TABLE>

                           (iv)     Cumulative Disparity Limit. The Cumulative
                                    Disparity Limit applies to further limit the
                                    permitted disparity under the Plan. If the
                                    Cumulative Disparity Limit applies, the
                                    following adjustment will be made to the
                                    Participant's Stated Benefit, depending on
                                    the type of formula selected under the
                                    Agreement.

                                    (A)      Flat Excess Benefit. In applying a
                                             Flat Excess Benefit formula, if a
                                             Participant's cumulative disparity
                                             years exceed 35, the excess
                                             percentage under the formula will
                                             be reduced as provided below. For
                                             this purpose, a Participant's
                                             cumulative disparity years consist
                                             of: (I) the Participant's projected
                                             Years of Participation (up to 35);
                                             (II) any years the Participant
                                             benefited (or is treated as having
                                             benefited) under this Plan prior to
                                             the Participant's first Year of
                                             Participation; and (III) any years
                                             credited to the Participant for
                                             allocation or accrual purposes
                                             under one or more qualified plans
                                             or simplified employee pension
                                             plans (whether or not terminated)
                                             ever maintained by the Employer
                                             (other than years counted in (I) or
                                             (II) above). For purposes of
                                             determining the Participant's
                                             cumulative disparity years, all
                                             years ending in the same calendar
                                             year are treated as the same year.

                                             If the Cumulative Disparity Limit
                                             applies, the excess percentage
                                             under the formula will be reduced
                                             by multiplying the excess
                                             percentage (as adjusted under this
                                             subsection (3)) by a fraction (not
                                             less than zero), the numerator of
                                             which is 35 minus the sum of the
                                             years in (II) and (III) above, and
                                             the denominator of which is 35.


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                                    (B)      Unit Excess Benefit. In applying a
                                             Unit Excess Benefit formula, the
                                             projected Years of Participation
                                             taken into account under the
                                             formula may not exceed the
                                             Participant's cumulative disparity
                                             years. For this purpose, the
                                             Participant's cumulative disparity
                                             years equal 35 minus: (I) the years
                                             the Participant benefited or is
                                             treated as having benefited under
                                             this Plan prior to the
                                             Participant's first Year of
                                             Participation, and (II) the years
                                             credited to the Participant for
                                             allocation or accrual purposes
                                             under one or more qualified plans
                                             or simplified employee pension
                                             plans (whether or not terminated)
                                             ever maintained by the Employer
                                             other than years counted in (I)
                                             above or counted toward a
                                             Participant's projected Years of
                                             Participation. For purposes of
                                             determining the Participant's
                                             cumulative disparity years, all
                                             years ending in the same calendar
                                             year are treated as the same year.

                                    (C)      Flat Offset Benefit. In applying a
                                             Flat Offset Benefit formula, if a
                                             Participant's cumulative disparity
                                             years exceed 35, the gross
                                             percentage and offset percentage
                                             under the formula will be reduced
                                             as provided below. For this
                                             purpose, a Participant's cumulative
                                             disparity years consist of: (I) the
                                             Participant's projected Years of
                                             Participation (up to 35); (II) any
                                             years the Participant benefited (or
                                             is treated as having benefited)
                                             under this Plan prior to the
                                             Participant's first Year of
                                             Participation; and (III) any years
                                             credited to the Participant for
                                             allocation or accrual purposes
                                             under one or more qualified plans
                                             or simplified employee pension
                                             plans (whether or not terminated)
                                             ever maintained by the Employer
                                             (other than years counted in (I) or
                                             (II) above). For purposes of
                                             determining the Participant's
                                             cumulative disparity years, all
                                             years ending in the same calendar
                                             year are treated as the same year.

                                             If the Cumulative Disparity Limit
                                             applies, the offset percentage will
                                             be reduced by multiplying such
                                             percentage by a fraction (not less
                                             than 0), the numerator of which is
                                             35 minus the sum of the years in
                                             (II) and (III) above, and the
                                             denominator of which is 35. The
                                             gross benefit percentage will be
                                             reduced by the number of percentage
                                             points by which the offset
                                             percentage is reduced.

                                    (D)      Unit Offset Benefit. In applying a
                                             Unit Offset Benefit formula, the
                                             Years of Participation taken into
                                             account under the formula may not
                                             exceed the Participant's cumulative
                                             disparity years. For this purpose,
                                             the Participant's cumulative
                                             disparity years equal 35 minus: (I)
                                             the years the Participant benefited
                                             or is treated as having benefited
                                             under this Plan prior to the
                                             Participant's first Year of
                                             Participation, and (II) the years
                                             credited to the Participant for
                                             allocation or accrual purposes
                                             under one or more qualified plans
                                             or simplified employee pension
                                             plans (whether or not terminated)
                                             ever maintained by the Employer
                                             other than years counted in (I)
                                             above or counted toward a
                                             Participant's projected Years of
                                             Service. For purposes of
                                             determining the Participant's
                                             cumulative disparity years, all
                                             years ending in the same calendar
                                             year are treated as the same year.

         (d)      Definitions. The following definitions apply for purposes of
                  applying the benefit formulas described under this Section
                  2.5.

                  (1)      Average Compensation. The average of a Participant's
                           annual Included Compensation during the Averaging
                           Period, as designated in Part 3, #11 of the
                           Agreement. If no modifications are made to the
                           definition of Average Compensation under Part 3, #11,
                           Average Compensation is the average of the
                           Participant's annual Included Compensation for the
                           three (3) consecutive Plan Years during the
                           Participant's entire employment history which produce
                           the highest average.

                           (i)      Averaging Period. Unless the Employer elects
                                    otherwise under Part 3, #11.a. of the
                                    Agreement, the Averaging Period for
                                    determining a Participant's Average
                                    Compensation is made up of the three (3)
                                    consecutive Measuring Periods during the
                                    Participant's Employment Period which
                                    results in the highest Average Compensation.
                                    The Employer may elect under Part 3, #11.a.
                                    to apply an alternative Averaging Period
                                    which is greater than three (3) consecutive
                                    Measuring Periods, may elect to take into
                                    account the highest Average Compensation
                                    over a period of nonconsecutive Measuring
                                    Periods, or may elect to take into account
                                    all Measuring Periods during the
                                    Participant's Employment Period.

                           (ii)     Measuring Period. Unless the Employer elects
                                    otherwise under Part 3, #11.b. of the
                                    Agreement, the Measuring Period for
                                    determining Average Compensation is the Plan
                                    Year. (If the Plan has a short Plan Year,
                                    Average Compensation is based on Included


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                                    Compensation earned during the 12-month
                                    period ending on the last day of the short
                                    Plan Year.) The Employer may elect under
                                    Part 3, #11.b. to apply an alternative
                                    Measuring Period for determining Average
                                    Compensation based on the calendar year or
                                    any other designated 12-month period.
                                    Alternatively, the Employer may elect to use
                                    calendar months as the Measuring Periods. If
                                    monthly Measuring Periods are selected under
                                    Part 3, #11.b., the Averaging Period
                                    designated under Part 3, #11.a. must be at
                                    least 36 months.

                           (iii)    Employment Period. Unless the Employer
                                    elects otherwise under Part 3, #11.c. of the
                                    Agreement, the Employment Period used to
                                    determine Average Compensation is the
                                    Participant's entire employment period with
                                    the Employer. Instead of measuring Average
                                    Compensation over a Participant's entire
                                    period of employment, the Employer may elect
                                    under Part 3, #11.c. to use Averaging
                                    Periods only during the period following the
                                    Participant's original Entry Date (as
                                    determined under Part 2 of the Agreement) or
                                    any other specified period. If the Employer
                                    elects an alternative Employment Period
                                    under Part 3, #11.c., such Employment Period
                                    must end in the current Plan Year and may
                                    not be shorter than the Averaging Period
                                    selected in Part 3, #11.a. (or the
                                    Participant's entire period of employment,
                                    if shorter).

                           (iv)     Drop-out years. Unless elected otherwise
                                    under Part 3, #11.d. of the Agreement, all
                                    Measuring Periods within a Participant's
                                    Employment Period are included for purposes
                                    of determining Average Compensation. The
                                    Employer may elect under Part 3, #11.d. to
                                    exclude the Measuring Period in which the
                                    Participant terminates employment or any
                                    Measuring Period during which a Participant
                                    does not complete a designated number of
                                    Hours of Service. If the Employer elects to
                                    apply an Hour of Service requirement under
                                    Part 3, #11.d.(2), the designated Hours of
                                    Service required for any particular
                                    Participant may not exceed 75% of the Hours
                                    of Service that an Employee working
                                    full-time in the same job category as the
                                    Participant would earn during the Measuring
                                    Period.

                                    In determining whether the Measuring Periods
                                    within an Averaging Period are consecutive
                                    (see subsection (i) above), any Measuring
                                    Period excluded under this subsection (iv)
                                    will be disregarded.

                  (2)      Covered Compensation. For purposes of applying an
                           Integrated Benefit Formula, a Participant's Covered
                           Compensation for the Plan Year is the average of the
                           Taxable Wage Bases in effect for each calendar year
                           during the 35-year period ending on the last day of
                           the calendar year in which the Participant attains
                           (or will attain) his/her Social Security Retirement
                           Age. In determining a Participant's Covered
                           Compensation, the Taxable Wage Base in effect as of
                           the beginning of the Plan Year is assumed to remain
                           constant for all future years. If a Participant is 35
                           or more years away from his/her Social Security
                           Retirement Age, the Participant's Covered
                           Compensation is the Taxable Wage Base in effect as of
                           the beginning of the Plan Year. A Participant's
                           Covered Compensation remains constant for Plan Years
                           beginning after the calendar year in which the
                           Participant attains Social Security Retirement Age.

                           Unless elected otherwise under Part 4, #14.d.(2) of
                           the Agreement, a Participant's Covered Compensation
                           must be adjusted every Plan Year to reflect the
                           Taxable Wage Base in effect for such year. The
                           Employer may designate under Part 4, #14.d.(2)(a) to
                           use Covered Compensation for a Plan Year earlier than
                           the current Plan Year. Such earlier Plan Year may not
                           be more than 5 years before the current Plan Year.
                           For the sixth Plan Year following the Plan Year used
                           to calculate Covered Compensation (as determined
                           under this sentence), Covered Compensation will be
                           adjusted using Covered Compensation for the prior
                           Plan Year. Covered Compensation will not be adjusted
                           for Plan Years prior to the sixth Plan Year following
                           the Plan Year used to calculate Covered Compensation.

                           In determining a Participant's Covered Compensation,
                           the Employer may elect under Part 4, #14.d.(2)(b) to
                           apply the rounded Covered Compensation tables issued
                           by the IRS instead of using the applicable Taxable
                           Wage Bases of the Participant.

                  (3)      Excess Compensation. Excess Compensation is used for
                           purposes of determining a Participant's Normal
                           Retirement Benefit under an Excess Benefit Formula. A
                           Participant's Excess Compensation is the excess (if
                           any) of the Participant's Average Compensation over
                           the Integration Level.

                  (4)      Integration Level. The Integration Level under the
                           Plan is used for determining the Excess Compensation
                           or Offset Compensation used to determine a
                           Participant's Stated Benefit under the Plan. The
                           Employer may elect under Part 4, #14.d.(1)(a) of the
                           Agreement to use a Participant's Covered Compensation
                           for the Plan Year as the Integration Level.
                           Alternatively, the Employer may


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                                       22
<PAGE>

                           elect under Parts 4, #14.d.(1)(b) - (e) to apply an
                           alternative Integration Level under the Plan. (See
                           subsection (c)(3)(iii) above for special rules that
                           apply if the Employer elects an alternative
                           Integration Level.)

                  (5)      Offset Compensation. A Participant's Offset
                           Compensation is used to determine a Participant's
                           Stated Benefit under an Offset Benefit formula.
                           Unless modified under Part 3, #12 of the Agreement,
                           Offset Compensation is the average of a Participant's
                           annual Included Compensation over the three (3)
                           consecutive Plan Years ending with the current Plan
                           Year. A Participant's Offset Compensation is taken
                           into account only to the extent it does not exceed
                           the Integration Level under the Plan. For purposes of
                           determining a Participant's Offset Compensation,
                           Included Compensation which exceeds the Taxable Wage
                           Base in effect for the beginning of a Measuring
                           Period will not be taken into account.

                           (i)      Measuring Period. Unless elected otherwise
                                    under Part 3, #12.a. of the Agreement,
                                    Offset Compensation is determined based on
                                    Included Compensation earned during the Plan
                                    Year (or the 12-month period ending on the
                                    last day of the Plan Year for a short Plan
                                    Year). Instead of using Plan Years, the
                                    Employer may elect under Part 3, #12.a. to
                                    determine Offset Compensation over the
                                    3-year period ending with or within the
                                    current Plan Year based on calendar years or
                                    any other designated 12-month period.

                           (ii)     Drop-out years. Unless elected otherwise
                                    under Part 3, #12.b. of the Agreement,
                                    Offset Compensation is determined based on
                                    the three consecutive Measuring Periods
                                    ending with or within the current Plan Year.
                                    The Employer may elect under Part 3, #12.b.
                                    to disregard the Measuring Period in which a
                                    Participant terminates employment for
                                    purposes of determining Offset Compensation.

                  (6)      Social Security Retirement Age. An Employee's
                           retirement age as determined under Section 230 of the
                           Social Security Retirement Act. For a Participant who
                           attains age 62 before January 1, 2000 (i.e., born
                           before January 1, 1938), the Participant's Social
                           Security Retirement Age is 65. For a Participant who
                           attains age 62 after December 31, 1999, and before
                           January 1, 2017 (i.e., born after December 31, 1937,
                           but before January 1, 1955), the Participant's Social
                           Security Retirement Age is 66. For a Participant
                           attaining age 62 after December 31, 2016 (i.e., born
                           after December 31, 1954), the Participant's Social
                           Security Retirement Age is 67.

                  (7)      Stated Benefit. The amount determined in accordance
                           with the benefit formula selected in Part 4 of the
                           Agreement, payable annually as a Straight Life
                           Annuity commencing at Normal Retirement Age (or
                           current age, if later). (See subsection (a) above.)

                  (8)      Straight Life Annuity. An annuity payable in equal
                           installments for the life of the Participant that
                           terminates upon the Participant's death.

                  (9)      Taxable Wage Base. Taxable Wage Base is the
                           contribution and benefit base under Section 230 of
                           the Social Security Retirement Act at the beginning
                           of the Plan Year.

                  (10)     Year of Participation. For purposes of determining a
                           Participant's Stated Benefit under the Plan, a
                           Participant's Years of Participation are defined
                           under Part 4, #14.a. of the Agreement. (See
                           subsection (a) above for rules regarding the
                           determination of a Participant's projected Years of
                           Participation.)

                           The Employer may elect under Part 4, #14.a.(1) to
                           define an Employee's Years of Participation as each
                           Plan Year during which the Employee satisfies the
                           allocation conditions designated under Part 4, #15 of
                           the Agreement (see Section 2.6 below), including Plan
                           Years prior to the Employee's becoming an Eligible
                           Participant under the Plan. Alternatively, the
                           Employer may elect under Part 4, #14.a.(2) of the
                           Agreement to define an Employee's Years of
                           Participation as each Plan Year during which the
                           Employee satisfies the allocation conditions
                           designated under Part 4, #15 of the Agreement (see
                           Section 2.6 below), taking into account only Plan
                           Years during which the Employee is an Eligible
                           Participant. The Employer may elect under Part 4,
                           #14.a.(3) to disregard any Year of Participation
                           completed prior to a date designated under the
                           Agreement.

2.6      Allocation Conditions. In order to receive an allocation of Employer
         Contributions (other than Section 401(k) Deferrals and Safe Harbor
         Contributions), an Eligible Participant must satisfy any allocation
         conditions designated under Part 4, #15 of the Agreement with respect
         to such contributions. (Similar allocation conditions apply under Part
         4B, #19 of the 401(k) Agreement for Employer Matching Contributions and
         Part 4C, #24 of the 401(k) Agreement for Employer Nonelective
         Contributions.) Under the Nonstandardized Agreements, the imposition of
         an allocation condition may cause the Plan to fail the minimum coverage
         requirements under Code ss.410(b), unless the only allocation condition
         under the Plan is a safe harbor allocation condition. (Under the
         Standardized Agreements, the only


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         allocation condition permitted is a safe harbor allocation condition.
         But see (b) below for a special rule upon plan termination.)

         (a)      Safe harbor allocation condition. Under the safe harbor
                  allocation condition under Part 4, #15.b. of the
                  Nonstandardized Agreement [Part 4B, #19.b. and Part 4C, #24.b.
                  of the Nonstandardized 401(k) Agreement], the Employer may
                  elect to require an Eligible Participant to be employed on the
                  last day of the Plan Year or to complete more than a specified
                  number of Hours of Service (not to exceed 500) during the Plan
                  Year to receive an allocation of Employer Contributions (other
                  than Section 401(k) Deferrals or Safe Harbor Contributions)
                  under the Plan. Under this safe harbor allocation condition,
                  an Eligible Participant whose employment terminates before
                  he/she completes the designated Hours of Service is not
                  entitled to an allocation of Employer Contributions subject to
                  such allocation condition. However, if an Eligible Participant
                  completes at least the designated Hours of Service during a
                  Plan Year, the Participant is eligible for an allocation of
                  such Employer Contributions, even if the Participant's
                  employment terminates during the Plan Year.

                  The imposition of the safe harbor allocation condition will
                  not cause the Plan to fail the minimum coverage requirements
                  under Code ss.410(b) because Participants who are excluded
                  from participation solely as a result of the safe harbor
                  allocation condition are excluded from the coverage test.
                  Except as provided under subsection (b) below, the safe harbor
                  allocation condition is the only allocation condition that may
                  be used under the Standardized Agreement.

         (b)      Application of last day of employment rule for money purchase
                  and target benefit Plans in year of termination. The Employer
                  may elect under Part 4, #15.c. of the money purchase or target
                  benefit plan Nonstandardized Agreement to require an Eligible
                  Participant to be employed on the last day of the Plan Year to
                  receive an Employer Contribution under the Plan. Regardless of
                  whether the Employer elects to apply a last day of employment
                  condition under the money purchase or target benefit plan
                  Agreement, in any Plan Year during which a money purchase or
                  target benefit Plan is terminated, the last day of employment
                  condition applies. Any unallocated forfeitures under the Plan
                  will be allocated in accordance with the contribution formula
                  designated under Part 4 of the Agreement to each Eligible
                  Participant who completes at least one Hour of Service during
                  the Plan Year.

         (c)      Elapsed Time Method. The Employer may elect under Part 4,
                  #15.e. of the Nonstandardized Agreement [Part 4B, #19.e. and
                  Part 4C, #24.e. of the Nonstandardized 401(k) Agreement] to
                  apply the allocation conditions using the Elapsed Time Method.
                  Under the Elapsed Time Method, instead of requiring the
                  completion of a specified number of Hours of Service, the
                  Employer may require an Employee to be employed with the
                  Employer for a specified number of consecutive days.

                  (1)      Safe harbor allocation condition. The Employer may
                           elect under Part 4, #15.e.(1) of the Agreement [Part
                           4B, #19.e.(1) and/or Part 4C, #24.e.(1) of the
                           Nonstandardized 401(k) Agreement] to apply the safe
                           harbor allocation condition (as described in
                           subsection (a) above) using the Elapsed Time Method.
                           Under the safe harbor Elapsed Time Method, a
                           Participant who terminates employment with less than
                           a specified number of consecutive days of employment
                           (not more than 91 days) during the Plan Year will not
                           be entitled to an allocation of the designated
                           Employer Contributions. The use of the safe harbor
                           allocation condition under the Elapsed Time Method
                           provides the same protection from coverage as
                           described in subsection (a) above.

                  (2)      Service condition. Alternatively, the Employer may
                           elect under Part 4, #15.e.(2) of the Nonstandardized
                           Agreement [Part 4B, #19.e.(2) and/or Part 4C,
                           #24.e.(2) of the Nonstandardized 401(k) Agreement] to
                           require an Employee to complete a specified number of
                           consecutive days of employment (not exceeding 182) to
                           receive an allocation of the designated Employer
                           Contributions.

         (d)      Special allocation condition for Employer Matching
                  Contributions under Nonstandardized 401(k) Agreement. The
                  Employer may elect under Part 4B, #19.f. of the
                  Nonstandardized 401(k) Agreement to require as a condition for
                  receiving an Employer Matching Contribution that a Participant
                  not withdraw the underlying applicable contributions being
                  matched prior to the end of the period for which the Employer
                  Matching Contribution is being made. Thus, for example, if the
                  Employer elects under Part 4B, #17.a. of the Nonstandardized
                  401(k) Agreement to apply the matching contribution formula on
                  the basis of the Plan Year quarter, a Participant would not be
                  entitled to an Employer Matching Contribution with respect to
                  any applicable contributions contributed during a Plan Year
                  quarter to the extent such applicable contributions are
                  withdrawn prior to the end of the Plan Year quarter during
                  which they are contributed. A Participant could take a
                  distribution of applicable contributions that were contributed
                  for a prior period without losing eligibility for a current
                  Employer Matching Contribution. This subsection (d) will not
                  prevent a Participant from receiving an Employer Matching
                  Contribution merely because the Participant takes a loan (as
                  permitted under Article 14) from matched contributions.


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         (e)      Application to designated period. The Employer may elect under
                  Part 4, #15.f. of the Nonstandardized Agreement [Part 4B,
                  #19.g. and Part 4C, #24.f. of the Nonstandardized 401(k)
                  Agreement] to apply any allocation condition(s) selected under
                  the Agreement on the basis of the period designated under Part
                  4, #14.a.(1) of the Nonstandardized Agreement [Part 4B, #17.a.
                  or Part 4C, #23.a.(1) of the Nonstandardized 401(k)
                  Agreement]. If this subsection (e) applies to any allocation
                  condition(s) under the Plan, the following procedural rules
                  apply. (This subsection (e) does not apply to the target
                  benefit plan Agreement. See subsection (3) for rules
                  applicable to the Standardized Agreements.)

                  (1)      Last day of employment requirement. If the Employer
                           elects under Part 4, #15.f. of the Nonstandardized
                           Agreement [Part 4B, #19.g. or Part 4C, #24.f. of the
                           Nonstandardized 401(k) Agreement] to apply the
                           allocation conditions on the basis of designated
                           periods and the Employer elects to apply a last day
                           of employment condition under Part 4, #15.c. of the
                           Nonstandardized Agreement [Part 4B, #19.c. or Part
                           4C, #24.c. of the Nonstandardized 401(k) Agreement],
                           an Eligible Participant will be entitled to receive
                           an allocation of Employer Contributions for the
                           period designated under Part 4, #14.a.(1) of the
                           Nonstandardized Agreement [Part 4B, #17.a. or Part
                           4C, #23.a.(1) of the Nonstandardized 401(k)
                           Agreement] only if the Eligible Participant is
                           employed with the Employer on the last day of such
                           period. If an Eligible Participant terminates
                           employment prior to end of the designated period, no
                           Employer Contribution will be allocated to that
                           Eligible Participant for such period. Nothing in this
                           subsection (1) will cause an Eligible Participant to
                           lose Employer Contributions that were allocated for a
                           period prior to the period in which the individual
                           terminates employment.

                  (2)      Hours of Service condition. If the Employer elects to
                           apply the allocation conditions on the basis of
                           specified periods under Part 4, #15.f. of the
                           Agreement [Part 4B, #19.g. or Part 4C, #24.f. of the
                           Nonstandardized 401(k) Agreement], and elects to
                           apply an Hours of Service condition under Part 4,
                           #15.d. of the Nonstandardized Agreement [Part 4B,
                           #19.d. or Part 4C, #24.d. of the Nonstandardized
                           401(k) Agreement], an Eligible Participant will be
                           entitled to receive an allocation of Employer
                           Contributions for the period designated under Part 4,
                           #14.a.(1) of the Nonstandardized Agreement [Part 4B,
                           #17.a. or Part 4C, #23.a.(1) of the Nonstandardized
                           401(k) Agreement] only if the Eligible Participant
                           completes the required Hours of Service before the
                           last day of such period. In applying the fractional
                           method under subsection (i) or the period-by-period
                           method under subsection (ii), an Eligible Participant
                           who completes a sufficient number of Hours of Service
                           for the Plan Year to earn a Year of Service under the
                           Plan will be entitled to a full contribution for the
                           Plan Year, as if the Eligible Participant satisfied
                           the Hours of Service condition for each designated
                           period. A catch-up contribution may be required for
                           such Participants.

                           (i)      Fractional method. The Employer may elect
                                    under Part 4, #15.f.(1) of the
                                    Nonstandardized Agreement [Part 4B,
                                    #19.g.(1) or Part 4C, #24.f.(1) of the
                                    Nonstandardized 401(k) Agreement] to apply
                                    the Hours of Service condition on the basis
                                    of specified period using the fractional
                                    method. Under the fractional method, the
                                    required Hours of Service for any period are
                                    determined by multiplying the Hours of
                                    Service required under Part 4, #15.d. of the
                                    Nonstandardized Agreement [Part 4B, #19.d.
                                    or Part 4C, #24.d. of the Nonstandardized
                                    401(k) Agreement] by a fraction, the
                                    numerator of which is the total number of
                                    periods completed during the Plan Year
                                    (including the current period) and the
                                    denominator of which is the total number of
                                    periods during the Plan Year. Thus, for
                                    example, if the Employer applies a 1,000
                                    Hours of Service condition to receive an
                                    Employer Matching Contribution and elects to
                                    apply such condition on the basis of Plan
                                    Year quarters, an Eligible Participant would
                                    have to complete 250 Hours of Service by the
                                    end of the first Plan Year quarter [1/4 x
                                    1,000], 500 Hours of Service by the end of
                                    the second Plan Year quarter [2/4 x 1,000],
                                    750 Hours of Service by the end of the third
                                    Plan Year quarter [3/4 x 1,000] and 1,000
                                    Hours of Service by the end of the Plan Year
                                    [4/4 x 1,000] to receive an allocation of
                                    the Employer Matching Contribution for such
                                    period. If an Eligible Participant does not
                                    complete the required Hours of Service for
                                    any period during the Plan Year, no Employer
                                    Contribution will be allocated to that
                                    Eligible Participant for such period.
                                    However, if an Eligible Participant
                                    completes the required Hours of Service
                                    under Part 4, #15.d. for the Plan Year, such
                                    Participant will receive a full contribution
                                    for the Plan Year as if the Participant
                                    satisfied the Hours of Service conditions
                                    for each period during the year. Nothing in
                                    this subsection (i) will cause an Eligible
                                    Participant to lose Employer Contributions
                                    that were allocated for a period during
                                    which the Eligible Participant completed the
                                    required Hours of Service for such period.

                           (ii)     Period-by-period method. The Employer may
                                    elect under Part 4, #15.f.(2) of the
                                    Nonstandardized Agreement [Part 4B,
                                    #19.g.(2) or Part 4C, #24.f.(2) of the
                                    Nonstandardized 401(k) Agreement] to apply
                                    the Hours of Service condition on the basis
                                    of specified period using the
                                    period-by-period method. Under the
                                    period-by-period


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                                    method, the required Hours of Service for
                                    any period are determined separately for
                                    such period. The Hours of Service required
                                    for any specific period are determined by
                                    multiplying the Hours of Service required
                                    under Part 4, #15.d. of the Nonstandardized
                                    Agreement [Part 4B, #19.d. or Part 4C,
                                    #24.d. of the Nonstandardized 401(k)
                                    Agreement] by a fraction, the numerator of
                                    which is one (1) and the denominator of
                                    which is the total number of periods during
                                    the Plan Year. Thus, for example, if the
                                    Employer applies a 1,000 Hours of Service
                                    condition to receive an Employer Matching
                                    Contribution and elects to apply such
                                    condition on the basis of Plan Year
                                    quarters, an Eligible Participant would have
                                    to complete 250 Hours of Service in each
                                    Plan Year quarter [1/4 x 1,000] to receive
                                    an allocation of the Employer Matching
                                    Contribution for such period. If an Eligible
                                    Participant does not complete the required
                                    Hours of Service for any period during the
                                    Plan Year, no Employer Contribution will be
                                    allocated to that Eligible Participant for
                                    such period. However, if an Eligible
                                    Participant completes the required Hours of
                                    Service under Part 4, #15.d. for the Plan
                                    Year, such Participant will receive a full
                                    contribution for the Plan Year as if the
                                    Participant satisfied the Hours of Service
                                    conditions for each period during the year.
                                    Nothing in this subsection (ii) will cause
                                    an Eligible Participant to lose Employer
                                    Contributions that were allocated for a
                                    period during which the Eligible Participant
                                    completed the required Hours of Service for
                                    such period.

                  (3)      Safe harbor allocation condition. If the Employer
                           elects to apply the allocation conditions on the
                           basis of specified periods under Part 4, #15.f. of
                           the Nonstandardized Agreement [Part 4B, #19.g. or
                           Part 4C, #24.f. of the Nonstandardized 401(k)
                           Agreement] and elects to apply the safe harbor
                           allocation condition under Part 4, #15.b. of the
                           Nonstandardized Agreement [Part 4B, #19.b. or Part
                           4C, #24.b. of the Nonstandardized 401(k) Agreement],
                           the rules under subsection (1) above will apply,
                           without regard to the rules under subsection (2)
                           above. Thus, an Eligible Employee who terminates
                           during a period designated under Part 4, #14.a.(1) of
                           the Nonstandardized Agreement [Part 4B, #17.a. or
                           Part 4C, #23.a.(1) of the Nonstandardized 401(k)
                           Agreement] will not receive an allocation of Employer
                           Contributions for such period if the Eligible
                           Participant has not completed the Hours of Service
                           designated under Part 4, #15.b. of the
                           Nonstandardized Agreement [Part 4B, #19.b. or Part
                           4C, #24.b. of the Nonstandardized 401(k) Agreement].
                           Nothing in this subsection (3) will cause an Eligible
                           Participant to lose Employer Contributions that were
                           allocated for a period prior to the period in which
                           the individual terminates employment. (This
                           subsection (3) also applies if the Employer elects to
                           apply the safe harbor allocation condition on the
                           basis of specified periods under Part 4, #15.c. of
                           the Standardized Agreement [Part 4B, #19.c. or Part
                           4C, #22.c. of the Standardized 401(k) Agreement].)

                  (4)      Elapsed Time Method. The election to apply the
                           allocation conditions on the basis of specified
                           periods does not apply to the extent the Elapsed Time
                           Method applies under Part 4, #15.e. of the
                           Nonstandardized Agreement [Part 4B, #19.e. or Part
                           4C, #24.e. of the Nonstandardized 401(k) Agreement].
                           If an Employer elects to apply the allocation
                           conditions on the basis of specified periods and
                           elects to apply the Elapsed Time Method, an Eligible
                           Employee will be entitled to an allocation of
                           Employer Contributions if such Eligible Participant
                           is employed as of the last day of such period,
                           without regard to the number of consecutive days in
                           such period. Thus, in effect, the Elapsed Time Method
                           will only apply to prevent an allocation of Employer
                           Contributions for the last designated period in the
                           Plan Year, if the Eligible Participant has not
                           completed the consecutive days required under Part 4,
                           #15.e. of the Nonstandardized Agreement [Part 4B,
                           #19.e. or Part 4C, #24.e. of the Nonstandardized
                           401(k) Agreement] by the end of the Plan Year. The
                           last day of employment rules subsection (1) above
                           still may apply (to the extent applicable) for
                           periods during which the Eligible Participant
                           terminates employment.

2.7      Fail-Safe Coverage Provision. If the Employer has elected to apply a
         last day of the Plan Year allocation condition and/or an Hours of
         Service allocation condition under a Nonstandardized Agreement, the
         Employer may elect under Part 13, #56 of the Nonstandardized Agreement
         [Part 13, #74 of the Nonstandardized 401(k) Agreement] to apply the
         Fail-Safe Coverage Provision. Under the Fail-Safe Coverage Provision,
         if the Plan fails to satisfy the ratio percentage coverage requirements
         under Code ss.410(b) for a Plan Year due to the application of a last
         day of the Plan Year allocation condition and/or an Hours of Service
         allocation condition, such allocation condition(s) will be
         automatically eliminated for the Plan Year for certain otherwise
         Eligible Participants, under the process described in subsections (a)
         through (d) below, until enough Eligible Participants are benefiting
         under the Plan so that the ratio percentage test of Treasury Regulation
         ss.1.410(b)-2(b)(2) is satisfied.

         If the Employer elects to have the Fail-Safe Coverage Provision apply,
         such provision automatically applies for any Plan Year for which the
         Plan does not satisfy the ratio percentage coverage test under Code
         ss.410(b). (Except as provided in the following paragraph, the Plan may
         not use the average benefits test to comply with the minimum coverage
         requirements if the Fail-Safe Coverage Provision is elected.) The Plan
         satisfies the ratio percentage test if the percentage of the Nonhighly
         Compensated Employees under the Plan is at least 70% of the percentage
         of the Highly


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         Compensated Employees who benefit under the Plan. An Employee is
         benefiting for this purpose only if he/she actually receives an
         allocation of Employer Contributions or forfeitures or, if testing
         coverage of a 401(m) arrangement (i.e., a Plan that provides for
         Employer Matching Contributions and/or Employee After-Tax
         Contributions), the Employee would receive an allocation of Employer
         Matching Contributions by making the necessary contributions or the
         Employee is eligible to make Employee After-Tax Contributions. To
         determine the percentage of Nonhighly Compensated Employees or Highly
         Compensated Employees who are benefiting, the following Employees are
         excluded for purposes of applying the ratio percentage test: (i)
         Employees who have not satisfied the Plan's minimum age and service
         conditions under Section 1.4; (ii) Nonresident Alien Employees; (iii)
         Union Employees; and (iv) Employees who terminate employment during the
         Plan Year with less than 501 Hours of Service and do not benefit under
         the Plan.

         Under the Fail-Safe Coverage Provision, certain otherwise Eligible
         Participants who are not benefiting for the Plan Year as a result of a
         last day of the Plan Year allocation condition or an Hours of Service
         allocation condition will participate under the Plan based on whether
         such Participants are Category 1 Employees or Category 2 Employees.
         Alternatively, the Employer may elect under Part 13, #56.b.(2) of the
         Nonstandardized Agreement [Part 13, #74.b.(2) of the Nonstandardized
         401(k) Agreement] to apply the special Fail-Safe Coverage Provision
         described in (d) below which eliminates the allocation conditions for
         otherwise Eligible Participants with the lowest Included Compensation.
         If after applying the Fail-Safe Coverage Provision, the Plan does not
         satisfy the ratio percentage coverage test, the Fail-Safe Coverage
         Provision does not apply, and the Plan may use any other available
         method (including the average benefit test) to satisfy the minimum
         coverage requirements under Code ss.410(b).

         (a)      Top-Heavy Plans. Unless provided otherwise under Part 13,
                  #56.b.(1) of the Nonstandardized Agreement [Part 13, #74.b.(1)
                  of the Nonstandardized 401(k) Agreement], if the Plan is a
                  Top-Heavy Plan, the Hours of Service allocation condition will
                  be eliminated for all Non-Key Employees who are Nonhighly
                  Compensated Employees, prior to applying the Fail-Safe
                  Coverage Provisions under subsections (b) and (c) or (d)
                  below.

         (b)      Category 1 Employees - Otherwise Eligible Participants (who
                  are Nonhighly Compensated Employees) who are still employed by
                  the Employer on the last day of the Plan Year but who failed
                  to satisfy the Plan's Hours of Service condition. The Hours of
                  Service allocation condition will be eliminated for Category 1
                  Employees (who did not receive an allocation under the Plan
                  due to the Hours of Service allocation condition) beginning
                  with the Category 1 Employee(s) credited with the most Hours
                  of Service for the Plan Year and continuing with the Category
                  1 Employee(s) with the next most Hours of Service until the
                  ratio percentage test is satisfied. If two or more Category 1
                  Employees have the same number of Hours of Service, the
                  allocation condition will be eliminated for those Category 1
                  Employees starting with the Category 1 Employee(s) with the
                  lowest Included Compensation. If the Plan still fails to
                  satisfy the ratio percentage test after all Category 1
                  Employees receive an allocation, the Plan proceeds to Category
                  2 Employees.

         (c)      Category 2 Employees - Otherwise Eligible Participants (who
                  are Nonhighly Compensated Employees) who terminated employment
                  during the Plan Year with more than 500 Hours of Service. The
                  last day of the Plan Year allocation condition will then be
                  eliminated for Category 2 Employees (who did not receive an
                  allocation under the Plan due to the last day of the Plan Year
                  allocation condition) beginning with the Category 2
                  Employee(s) who terminated employment closest to the last day
                  of the Plan Year and continuing with the Category 2
                  Employee(s) with a termination of employment date that is next
                  closest to the last day of the Plan Year until the ratio
                  percentage test is satisfied. If two or more Category 2
                  Employees terminate employment on the same day, the allocation
                  condition will be eliminated for those Category 2 Employees
                  starting with the Category 2 Employee(s) with the lowest
                  Included Compensation.

         (d)      Special Fail-Safe Coverage Provision. Instead of applying the
                  Fail-Safe Coverage Provision based on Category 1 and Category
                  2 Employees, the Employer may elect under Part 13, #56.b.(2)
                  of the Nonstandardized Agreement [Part 13, #74.b.(2) of the
                  Nonstandardized 401(k) Agreement] to eliminate the allocation
                  conditions beginning with the otherwise Eligible
                  Participant(s) (who are Nonhighly Compensated Employees and
                  who did not terminate employment during the Plan Year with 500
                  Hours of Service or less) with the lowest Included
                  Compensation and continuing with such otherwise Eligible
                  Participants with the next lowest Included Compensation until
                  the ratio percentage test is satisfied. If two or more
                  otherwise Eligible Participants have the same Included
                  Compensation, the allocation conditions will be eliminated for
                  all such individuals.

2.8      Deductible Employee Contributions. The Plan Administrator will not
         accept deductible employee contributions that are made for a taxable
         year beginning after December 31, 1986. Contributions made prior to
         that date will be maintained in a separate Account which will be
         nonforfeitable at all times. The Account will share in the gains and
         losses under the Plan in the same manner as described in Section 13.4.
         No part of the deductible voluntary contribution Account will be used
         to purchase life insurance. Subject to the Joint and Survivor Annuity
         requirements under Article 9 (if applicable), the Participant may
         withdraw any part of the deductible voluntary contribution Account by
         making a written application to the Plan Administrator.


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                                    ARTICLE 3
     EMPLOYEE AFTER-TAX CONTRIBUTIONS, ROLLOVER CONTRIBUTIONS AND TRANSFERS

This Article provides the rules regarding Employee After-Tax Contributions,
Rollover Contributions and transfers that may be made under this Plan. The
Trustee has the authority under Article 12 to accept Rollover Contributions
under this Plan and to enter into transfer agreements concerning the transfer of
assets from another qualified retirement plan to this Plan, if so directed by
the Plan Administrator.

3.1      Employee After-Tax Contributions. The Employer may elect under Part 4D
         of the Nonstandardized 401(k) Agreement to allow Eligible Participants
         to make Employee After-Tax Contributions under the Plan. Employee
         After-Tax Contributions may only be made under the Nonstandardized
         401(k) Agreement. Any Employee After-Tax Contributions made under this
         Plan are subject to the ACP Test outlined in Section 17.3. (Nothing
         under this Section precludes the holding of Employee After-Tax
         Contributions under a profit sharing plan or money purchase plan that
         were made prior to the adoption of this Prototype Plan.)

         The Employer may elect under Part 4D, #25 of the Nonstandardized 401(k)
         Agreement to impose a limit on the maximum amount of Included
         Compensation an Eligible Participant may contribute as an Employee
         After-Tax Contribution. The Employer may also elect under Part 4D, #26
         of the Nonstandardized 401(k) Agreement to impose a minimum amount that
         an Eligible Participant may contribute to the Plan during any payroll
         period.

         Employee After-Tax Contributions must be held in the Participant's
         Employee After-Tax Contribution Account, which is always 100% vested. A
         Participant may withdraw amounts from his/her Employee After-Tax
         Contribution Account at any time, in accordance with the distribution
         rules under Section 8.5(a), except as prohibited under Part 10 of the
         Agreement. No forfeitures will occur solely as a result of an
         Employee's withdrawal of Employee After-Tax Contributions.

3.2      Rollover Contributions. An Employee may make a Rollover Contribution to
         this Plan from another "qualified retirement plan" or from a "conduit
         IRA," if the acceptance of rollovers is permitted under Part 12 of the
         Agreement or if the Plan Administrator adopts administrative procedures
         regarding the acceptance of Rollover Contributions. Any Rollover
         Contribution an Employee makes to this Plan will be held in the
         Employee's Rollover Contribution Account, which is always 100% vested.
         A Participant may withdraw amounts from his/her Rollover Contribution
         Account at any time, in accordance with the distribution rules under
         Section 8.5(a), except as prohibited under Part 10 of the Agreement.

         For purposes of this Section 3.2, a "qualified retirement plan" is any
         tax qualified retirement plan under Code ss.401(a) or any other plan
         from which distributions are eligible to be rolled over into this Plan
         pursuant to the Code, regulations, or other IRS guidance. A "conduit
         IRA" is an IRA that holds only assets that have been properly rolled
         over to that IRA from a qualified retirement plan under Code ss.401(a).
         To qualify as a Rollover Contribution under this Section, the Rollover
         Contribution must be transferred directly from the qualified retirement
         plan or conduit IRA in a Direct Rollover or must be transferred to the
         Plan by the Employee within sixty (60) days following receipt of the
         amounts from the qualified plan or conduit IRA.

         If Rollover Contributions are permitted, an Employee may make a
         Rollover Contribution to the Plan even if the Employee is not an
         Eligible Participant with respect to any or all other contributions
         under the Plan, unless otherwise prohibited under separate
         administrative procedures adopted by the Plan Administrator. An
         Employee who makes a Rollover Contribution to this Plan prior to
         becoming an Eligible Participant shall be treated as a Participant only
         with respect to such Rollover Contribution Account, but shall not be
         treated as an Eligible Participant until he/she otherwise satisfies the
         eligibility conditions under the Plan.

         The Plan Administrator may refuse to accept a Rollover Contribution if
         the Plan Administrator reasonably believes the Rollover Contribution
         (a) is not being made from a proper plan or conduit IRA; (b) is not
         being made within sixty (60) days from receipt of the amounts from a
         qualified retirement plan or conduit IRA; (c) could jeopardize the
         tax-exempt status of the Plan; or (d) could create adverse tax
         consequences for the Plan or the Employer. Prior to accepting a
         Rollover Contribution, the Plan Administrator may require the Employee
         to provide satisfactory evidence establishing that the Rollover
         Contribution meets the requirements of this Section.

         The Plan Administrator may apply different conditions for accepting
         Rollover Contributions from qualified retirement plans and conduit
         IRAs. Any conditions on Rollover Contributions must be applied
         uniformly to all Employees under the Plan.

3.3      Transfer of Assets. The Plan Administrator may direct the Trustee to
         accept a transfer of assets from another qualified retirement plan on
         behalf of any Employee, even if such Employee is not eligible to
         receive other contributions under the Plan. If a transfer of assets is
         made on behalf of an Employee prior to the Employee's becoming an
         Eligible Participant, the Employee shall be treated as a Participant
         for all purposes with respect to such transferred amount. Any assets
         transferred to this Plan from another plan must be accompanied by
         written instructions designating the name of


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<PAGE>

         each Employee for whose benefit such amounts are being transferred, the
         current value of such assets, and the sources from which such amounts
         are derived. The Plan Administrator will deposit any transferred assets
         in the appropriate Participant's Transfer Account. The Transfer Account
         will contain any sub-Accounts necessary to separately track the sources
         of the transferred assets. Each sub-Account will be treated in the same
         manner as the corresponding Plan Account.

         The Plan Administrator may direct the Trustee to accept a transfer of
         assets from another qualified plan of the Employer in order to comply
         with the qualified replacement plan requirements under Code ss.4980(d)
         (relating to the excise tax on reversions from a qualified plan)
         without affecting the status of this Plan as a Prototype Plan. A
         transfer made pursuant to Code ss.4980(d) will be allocated as Employer
         Contributions either in the Plan Year in which the transfer occurs, or
         over a period of Plan Years (not exceeding the maximum period permitted
         under Code ss.4980(d)), as provided in the applicable transfer
         agreement. To the extent a transfer described in this paragraph is not
         totally allocable in the Plan Year in which the transfer occurs, the
         portion which is not allocable will be credited to a suspense account
         until allocated in accordance with the transfer agreement.

         The Plan Administrator may refuse to accept a transfer of assets if the
         Plan Administrator reasonably believes the transfer (a) is not being
         made from a proper qualified plan; (b) could jeopardize the tax-exempt
         status of the Plan; or (c) could create adverse tax consequences for
         the Plan or the Employer. Prior to accepting a transfer of assets, the
         Plan Administrator may require evidence documenting that the transfer
         of assets meets the requirements of this Section. The Trustee will have
         no responsibility to determine whether the transfer of assets meets the
         requirements of this Section; to verify the correctness of the amount
         and type of assets being transferred to the Plan; or to perform any due
         diligence review with respect to such transfer.

         (a)      Protection of Protected Benefits. Except in the case of a
                  Qualified Transfer (as defined in subsection (d) below), a
                  transfer of assets is initiated at the Plan level and does not
                  require Participant or spousal consent. If the Plan
                  Administrator directs the Trustee to accept a transfer of
                  assets to this Plan, the Participant on whose behalf the
                  transfer is made retains all Protected Benefits that applied
                  to such transferred assets under the transferor plan.

         (b)      Transferee plan. Except in the case of a Qualified Transfer
                  (as defined in subsection (d)), if the Plan Administrator
                  directs the Trustee to accept a transfer of assets from
                  another plan which is subject to the Joint and Survivor
                  Annuity requirements under Codess.401(a)(11), the amounts so
                  transferred continue to be subject to such requirements, as
                  provided in Article 9. If this Plan is not otherwise subject
                  to the Qualified Joint and Survivor Annuity requirements (as
                  determined under Part 11, #41.a. of the Agreement [Part 11,
                  #59.a. of the 401(k) Agreement]), the Qualified Joint and
                  Survivor Annuity requirements apply only to the amounts under
                  the Transfer Account which are attributable to the amounts
                  which were subject to the Qualified Joint and Survivor Annuity
                  requirements under the transferor plan. The Employer may
                  override this default rule by checking Part 11, #41.b. of the
                  Agreement [Part 11, #59.b. of the 401(k) Agreement] thereby
                  subjecting the entire Plan to the Qualified Joint and Survivor
                  Annuity Requirements.

         (c)      Transfers from a Defined Benefit Plan, money purchase plan or
                  401(k) plan.

                  (1)      Defined Benefit Plan. The Plan Administrator will not
                           direct the Trustee to accept a transfer of assets
                           from a Defined Benefit Plan unless such transfer
                           qualifies as a Qualified Transfer (as defined in
                           subsection (d) below) or the assets transferred from
                           the Defined Benefit Plan are in the form of paid-up
                           annuity contracts which protect all the Participant's
                           Protected Benefits under the Defined Benefit Plan.
                           (However, see the special rule under the second
                           paragraph of Section 3.3 above regarding transfers
                           authorized under Code ss.4980(d).)

                  (2)      Money purchase plan. If this Plan is a profit sharing
                           plan or a 401(k) plan and the Plan Administrator
                           directs the Trustee to accept a transfer of assets
                           from a money purchase plan (other than as a Qualified
                           Transfer as defined in subsection (d) below), the
                           amounts transferred (and any gains attributable to
                           such transferred amounts) continue to be subject to
                           the distribution restrictions applicable to money
                           purchase plan assets under the transferor plan. Such
                           amounts may not be distributed for reasons other than
                           death, disability, attainment of Normal Retirement
                           Age, or termination of employment, regardless of any
                           distribution provisions under this Plan that would
                           otherwise permit a distribution prior to such events.

                  (3)      401(k) plan. If the Plan Administrator directs the
                           Trustee to accept a transfer of Section 401(k)
                           Deferrals, QMACs, QNECs, or Safe Harbor Contributions
                           from a 401(k) plan, such amounts retain their
                           character under this Plan and such amounts (including
                           any allocable gains or losses) remain subject to the
                           distribution restrictions applicable to such amounts
                           under the Code.

         (d)      Qualified Transfer. The Plan may eliminate certain Protected
                  Benefits (as provided under subsection (3) below) related to
                  plan assets that are received in a Qualified Transfer from
                  another plan. A Qualified Transfer


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                  is a plan to plan transfer of a Participant's benefits that
                  meets the requirements under subsection (1) or (2) below.

                  (1)      Elective transfer. A plan-to-plan transfer of a
                           Participant's benefits from another qualified plans
                           is a Qualified Transfer if such transfer satisfies
                           the following requirements.

                           (i)      The Participant must have the right to
                                    receive an immediate distribution of his/her
                                    benefits under the transferor plan at the
                                    time of the Qualified Transfer. For
                                    transfers that occur on or after January 1,
                                    2002, the Participant must not be eligible
                                    at the time of the Qualified Transfer to
                                    take an immediate distribution of his/her
                                    entire benefit in a form that would be
                                    entirely eligible for a Direct Rollover.

                           (ii)     The Participant on whose behalf benefits are
                                    being transferred must make a voluntary,
                                    fully informed election to transfer his/her
                                    benefits to this Plan.

                           (iii)    The Participant must be provided an
                                    opportunity to retain the Protected Benefits
                                    under the transferor plan. This requirement
                                    is satisfied if the Participant is given the
                                    option to receive an annuity that protects
                                    all Protected Benefits under the transferor
                                    plan or the option of leaving his/her
                                    benefits in the transferor plan.

                           (iv)     The Participant's spouse must consent to the
                                    Qualified Transfer if the transferor plan is
                                    subject to the Joint and Survivor Annuity
                                    requirements under Article 9. The spouse's
                                    consent must satisfy the requirements for a
                                    Qualified Election under Section 9.4(d).

                           (v)      The amount transferred (along with any
                                    contemporaneous Direct Rollover) must not be
                                    less than the value of the Participant's
                                    vested benefit under the transferor plan.

                           (vi)     The Participant must be fully vested in the
                                    transferred benefit.

                  (2)      Transfer upon specified events. For transfers that
                           occur on or after September 6, 2000, a plan-to-plan
                           transfer of a Participant's entire benefit (other
                           than amounts the Plan accepts as a Direct Rollover)
                           from another Defined Contribution Plan that is made
                           in connection with an asset or stock acquisition,
                           merger, or other similar transaction involving a
                           change in the Employer or is made in connection with
                           a Participant's change in employment status that
                           causes the Participant to become ineligible for
                           additional allocations under the transferor plan, is
                           a Qualified Transfer if such transfer satisfies the
                           following requirements:

                           (i)      The Participant need not be eligible for an
                                    immediate distribution of his/her benefits
                                    under the transferor plan.

                           (ii)     The Participant on whose behalf benefits are
                                    being transferred must make a voluntary,
                                    fully informed election to transfer his/her
                                    benefits to this Plan.

                           (iii)    The Participant must be provided an
                                    opportunity to retain the Protected Benefits
                                    under the transferor plan. This requirement
                                    is satisfied if the Participant is given the
                                    option to receive an annuity that protects
                                    all Protected Benefits under the transferor
                                    plan or the option of leaving his/her
                                    benefits in the transferor plan.

                           (iv)     The benefits must be transferred between
                                    plans of the same type. To satisfy this
                                    requirement, the transfer must satisfy the
                                    following requirements.

                                    (A)      To accept a Qualified Transfer
                                             under this subsection (2) from a
                                             money purchase plan, this Plan also
                                             must be a money purchase plan.

                                    (B)      To accept a Qualified Transfer
                                             under this subsection (2) from a
                                             401(k) plan, this Plan also must be
                                             a 401(k) plan.

                                    (C)      To accept a Qualified Transfer
                                             under this subsection (2) from a
                                             profit sharing plan, this Plan may
                                             be any type of Defined Contribution
                                             Plan.


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                  (3)      Treatment of Qualified Transfer.

                           (i)      Rollover Contribution Account. If the Plan
                                    Administrator directs the Trustee to accept
                                    on behalf of a Participant a transfer of
                                    assets that qualifies as a Qualified
                                    Transfer, the Plan Administrator will treat
                                    such amounts as a Rollover Contribution and
                                    will deposit such amounts in the
                                    Participant's Rollover Contribution Account.
                                    A Qualified Transfer may include benefits
                                    derived from Employee After-Tax
                                    Contributions.

                           (ii)     Elimination of Protected Benefits. If the
                                    Plan accepts a Qualified Transfer, the Plan
                                    does not have to protect any Protected
                                    Benefits derived from the transferor plan.
                                    However, if the Plan accepts a Qualified
                                    Transfer that meets the requirements for a
                                    transfer under subsection (2) above, the
                                    Plan must continue to protect the QJSA
                                    benefit if the transferor plan is subject to
                                    the QJSA requirements.

         (e)      Trustee's right to refuse transfer. If the assets to be
                  transferred to the Plan under this Section 3.3 are not
                  susceptible to proper valuation and identification or are of
                  such a nature that their valuation is incompatible with other
                  Plan assets, the Trustee may refuse to accept the transfer of
                  all or any specific asset, or may condition acceptance of the
                  assets on the sale or disposition of any specific asset.


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                                    ARTICLE 4
                               PARTICIPANT VESTING

This Article contains the rules for determining the vested (nonforfeitable)
amount of a Participant's Account Balance under the Plan. Part 6 of the
Agreement contains specific elections for applying these vesting rules. Part 7
of the Agreement contains special service crediting elections to override the
default provisions under this Article.

4.1      In General. A Participant's vested interest in his/her Employer
         Contribution Account and Employer Matching Contribution Account is
         determined based on the vesting schedule elected in Part 6 of the
         Agreement. A Participant is always fully vested in his/her Section
         401(k) Deferral Account, Employee After-Tax Contribution Account, QNEC
         Account, QMAC Account, Safe Harbor Nonelective Contribution Account,
         Safe Harbor Matching Contribution Account, and Rollover Contribution
         Account.

         (a)      Attainment of Normal Retirement Age. Regardless of the Plan's
                  vesting schedule, a Participant's right to his/her Account
                  Balance is fully vested upon the date he/she attains Normal
                  Retirement Age, provided the Participant is an Employee on or
                  after such date.

         (b)      Vesting upon death, becoming Disabled, or attainment of Early
                  Retirement Age. If elected by the Employer in Part 6, #21 of
                  the Agreement [Part 6, #39 of the 401(k) Agreement], a
                  Participant will become fully vested in his/her Account
                  Balance if the Participant dies, becomes Disabled, or attains
                  Early Retirement Age while employed by the Employer.

         (c)      Addition of Employer Nonelective Contribution or Employer
                  Matching Contribution. If the Plan is a Safe Harbor 401(k)
                  Plan as defined in Section 17.6, all amounts allocated to the
                  Participant's Safe Harbor Nonelective Contribution Account
                  and/or Safe Harbor Matching Contribution Account are always
                  100% vested. If a Safe Harbor 401(k) Plan is amended to add a
                  regular Employer Nonelective Contribution or Employer Matching
                  Contribution, a Participant's vested interest in such amounts
                  is determined in accordance with the vesting schedule selected
                  under Part 6 of the Agreement. The addition of a vesting
                  schedule under Part 6 for such contributions is not considered
                  an amendment of the vesting schedule under Section 4.7 below
                  merely because the Participant was fully vested in his/her
                  Safe Harbor Nonelective Contribution Account or Safe Harbor
                  Matching Contribution Account.

         (d)      Vesting upon merger, consolidation or transfer. No accelerated
                  vesting will be required solely because a Defined Contribution
                  Plan is merged with another Defined Contribution Plan, or
                  because assets are transferred from a Defined Contribution
                  Plan to another Defined Contribution Plan. Thus, for example,
                  Participants will not automatically become 100% vested in
                  their Employer Contribution Account(s) solely on account of a
                  merger of a money purchase plan with a profit sharing or
                  401(k) Plan or a transfer of assets between such Plans. (See
                  Section 18.3 for the benefits that must be protected as a
                  result of a merger, consolidation or transfer.)

4.2      Vesting Schedules. The Plan's vesting schedule will determine an
         Employee's vested percentage in his/her Employer Contribution Account
         and/or Employer Matching Contribution Account. The vested portion of a
         Participant's Employer Contribution Account and/or Employer Matching
         Contribution Account is determined by multiplying the Participant's
         vesting percentage determined under the applicable vesting schedule by
         the total amount under the applicable Account.

         The Employer must elect a normal vesting schedule and a Top-Heavy Plan
         vesting schedule under Part 6 of the Agreement. The Top-Heavy Plan
         vesting schedule will apply for any Plan Year in which the plan is a
         Top-Heavy Plan. If this Plan is a 401(k) plan, the Employer must elect
         a normal and Top-Heavy Plan vesting schedule for both Employer
         Nonelective Contributions and Employer Matching Contributions, but only
         to the extent such contributions are authorized under Part 4B and/or
         Part 4C of the 401(k) Agreement.

         The Employer may choose any of the following vesting schedules as the
         normal vesting schedule under Part 6 of the Agreement. For the
         Top-Heavy Plan vesting, the Employer may only choose the full and
         immediate, 6-year graded, 3-year cliff, or modified vesting schedule,
         as described below.

         (a)      Full and immediate vesting schedule. Under the full and
                  immediate vesting schedule, the Participant is always 100%
                  vested in his/her Account Balance.


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         (b)      7 year graded vesting schedule. Under the 7 year graded
                  vesting schedule, an Employee vests in his/her Employer
                  Contribution Account and/or Employer Matching Contribution
                  Account in the following manner:

                  After 3 Years of Service - 20% vesting
                  After 4 Years of Service - 40% vesting
                  After 5 Years of Service - 60% vesting
                  After 6 Years of Service - 80% vesting
                  After 7 Years of Service - 100% vesting

         (c)      6 year graded vesting schedule. Under the 6 year graded
                  vesting schedule, an Employee vests in his/her Employer
                  Contribution Account and/or Employer Matching Contribution
                  Account in the following manner:

                  After 2 Years of Service - 20% vesting
                  After 3 Years of Service - 40% vesting
                  After 4 Years of Service - 60% vesting
                  After 5 Years of Service - 80% vesting
                  After 6 Years of Service - 100% vesting

         (d)      5 year cliff vesting schedule. Under the 5 year cliff vesting
                  schedule, an Employee is 100% vested after 5 Years of Service.
                  Prior to the fifth Year of Service, the vesting percentage is
                  zero.

         (e)      3 year cliff vesting schedule. Under the 3 year cliff vesting
                  schedule, an Employee is 100% vested after 3 Years of Service.
                  Prior to the third Year of Service, the vesting percentage is
                  zero.

         (f)      Modified vesting schedule. For the normal vesting schedule,
                  the Employer may elect a modified vesting schedule under which
                  the vesting percentage for each Year of Service is not less
                  than the percentage that would be required for each Year of
                  Service under the 7 year graded vesting schedule, unless 100%
                  vesting occurs after no more than 5 Years of Service. For the
                  Top Heavy Plan vesting schedule, the Employer may elect a
                  modified vesting schedule under which the vesting percentage
                  for each Year of Service is not less than the percentage that
                  would be required for each Year of Service under the 6 year
                  graded vesting schedule, unless 100% vesting occurs after no
                  more than 3 Years of Service.

4.3      Shift to/from Top-Heavy Vesting Schedule. For a Plan Year in which the
         Plan is a Top-Heavy Plan, the Plan automatically shifts to the
         Top-Heavy Plan vesting schedule. Once a Plan uses a Top-Heavy Plan
         vesting schedule, that schedule will continue to apply for all
         subsequent Plan Years. The Employer may override this default provision
         under Part 6, #22 of the Nonstandardized Agreement [Part 6, #40 of the
         Nonstandardized 401(k) Agreement]. The rules under Section 4.7 will
         apply when a Plan shifts to or from a Top-Heavy Plan vesting schedule.

4.4      Vesting Computation Period. For purposes of computing a Participant's
         vested interest in his/her Employer Contribution Account and/or
         Employer Matching Contribution Account, an Employee's Vesting
         Computation Period is the 12-month period measured on a Plan Year
         basis, unless the Employer elects under Part 7, #26 of the Agreement
         [Part 7, #44 of the 401(k) Agreement] to measure Vesting Computation
         Periods using Anniversary Years. The Employer may designate an
         alternative 12-month period under Part 7, #26.b. of the Nonstandardized
         Agreement [Part 7, #44.b. of the Nonstandardized 401(k) Agreement]. Any
         Vesting Computation Period designated under Part 7, #26.b. or #44.b.,
         as applicable, must be a 12-consecutive month period and must apply
         uniformly to all Participants

         (a)      Anniversary Years. If the Employer elects to measure Vesting
                  Computation Periods using Anniversary Years, the Vesting
                  Computation Period is the 12-month period commencing on the
                  Employee's Employment Commencement Date (or Reemployment
                  Commencement Date) and each subsequent 12-month period
                  commencing on the anniversary of such date.

         (b)      Measurement on same Vesting Computation Period. The Plan will
                  measure Years of Service and Breaks in Service (if applicable)
                  for purposes of vesting on the same Vesting Computation
                  Period.

4.5      Crediting Years of Service for Vesting Purposes. Unless the Employer
         elects otherwise under Part 7, #25 of the Agreement [Part 7, #43 of the
         401(k) Agreement], an Employee will earn one Year of Service for
         purposes of applying the vesting rules if the Employee completes 1,000
         Hours of Service with the Employer during a Vesting Computation Period.
         An Employee will receive credit for a Year of Service as of the end of
         the Vesting Computation Period, if the Employee completes the required
         Hours of Service during such period, even if the Employee is not
         employed for the entire period.

         (a)      Calculating Hours of Service. In calculating an Employee's
                  Hours of Service for purposes of applying the vesting rules
                  under this Article, the Employer will use the Actual Hours
                  Crediting Method, unless the Employer elects otherwise under
                  Part 7, #25 of the Agreement [Part 7, #43 of the 401(k)
                  Agreement]. (See Article 6 of this Plan for a description of
                  the alternative service crediting methods.)


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         (b)      Excluded service. Unless the Employer elects to exclude
                  certain service with the Employer under Part 6, #20 of the
                  Agreement [Part 6, #38 of the 401(k) Agreement], all service
                  with the Employer is counted for vesting purposes.

                  (1)      Service before the Effective Date of the Plan. Under
                           Part 6, #20.a. of the Agreement [Part 6, #38.a. of
                           the 401(k) Agreement], the Employer may elect to
                           exclude service during any period for which the
                           Employer did not maintain the Plan or a Predecessor
                           Plan. For this purpose, a Predecessor Plan is a
                           qualified plan maintained by the Employer that is
                           terminated within the 5-year period immediately
                           preceding or following the establishment of this
                           Plan. A Participant's service under a Predecessor
                           Plan must be counted for purposes of determining the
                           Participant's vested percentage under this Plan.

                  (2)      Service before a certain age. Under Part 6, #20.b. of
                           the Agreement [Part 6, #38.b.of the 401(k)
                           Agreement], the Employer may elect to exclude service
                           before an Employee attains a certain age. For this
                           purpose, the Employer may not designate an age
                           greater than 18. An Employee will be credited with a
                           Year of Service for the Vesting Computation Period
                           during which the Employee attains the requisite age,
                           provided the Employee satisfies all other conditions
                           required for a Year of Service.

4.6      Vesting Break in Service Rules. Except as provided under Section
         4.5(b), in determining a Participant's vested percentage, a Participant
         is credited with all Years of Service earned with the Employer, subject
         to the following Break in Service rules. In applying these Break in
         Service rules, Years of Service and Breaks in Service (as defined in
         Section 22.27) are measured on the same Vesting Computation Period as
         defined in Section 4.4 above.

         (a)      One year holdout Break in Service. The one year holdout Break
                  in Service rule will not apply unless the Employer
                  specifically elects in Part 7, #27.b. of the Nonstandardized
                  Agreement [Part 7, #45.b. of the Nonstandardized 401(k)
                  Agreement] to have it apply. If the one year holdout Break in
                  Service rule is elected, an Employee who has a one year Break
                  in Service will not be credited for vesting purposes with any
                  Years of Service earned before such one year Break in Service
                  until the Employee has completed a Year of Service after the
                  one year Break in Service. The one year holdout rule does not
                  apply under the Standardized Agreement.

         (b)      Five Year Forfeiture Break in Service. In the case of a
                  Participant who has five (5) consecutive one year Breaks in
                  Service, all Years of Service after such Breaks in Service
                  will be disregarded for the purpose of vesting in the portion
                  of the Participant's Employer Contribution Account and/or
                  Employer Matching Contribution Account that accrued before
                  such Breaks in Service, but both pre break and post break
                  service will count for purposes of vesting in the portion of
                  such Accounts that accrues after such breaks. The Participant
                  will forfeit the nonvested portion of his/her Employer
                  Contribution Account and/or Employer Matching Contribution
                  Account accrued prior to incurring five consecutive Breaks in
                  Service, in accordance with Section 5.3(b).

                  In the case of a Participant who does not have five
                  consecutive one-year Breaks in Service, all Years of Service
                  will count in vesting both the pre-break and post-break
                  Account Balance derived from Employer Contributions.

         (c)      Rule of Parity Break in Service. This Break in Service rule
                  applies only to Participants who are totally nonvested (i.e.,
                  0% vested) in their Employer Contribution Account and Employer
                  Matching Contribution Account. If an Employee is vested in any
                  portion of his/her Employer Contribution Account or Employer
                  Matching Contribution Account, the Rule of Parity does not
                  apply. Under this Break in Service rule, if a nonvested
                  Participant incurs a period of consecutive one year Breaks in
                  Service which equals or exceeds the greater of five (5) or the
                  Participant's aggregate number of Years of Service with the
                  Employer, all service earned prior to the consecutive Break in
                  Service period will be disregarded and the Participant will be
                  treated as a new Employee for purposes of determining vesting
                  under the Plan. The Employer may elect under Part 7, #27.a. of
                  the Agreement [Part 7, #45.a. of the 401(k) Agreement] not to
                  apply the Rule of Parity Break in Service rule.

                  (1)      Previous application of the Rule of Parity Break in
                           Service rule. In determining a Participant's
                           aggregate Years of Service for purposes of applying
                           the Rule of Parity Break in Service rule, any Years
                           of Service otherwise disregarded under a previous
                           application of this rule are not counted.

                  (2)      Application to the 401(k) Agreement. The Rule of
                           Parity Break in Service rule applies only to
                           determine the individual's vesting rights with
                           respect to his/her Employer Contribution Account and
                           Employer Matching Contribution Account. In
                           determining whether a Participant is totally
                           nonvested for purposes of applying the Rule of Parity
                           Break in Service rule, the Participant's Section
                           401(k) Deferral Account, Employee After-Tax
                           Contribution Account, QMAC Account,


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                           QNEC Account, Safe Harbor Nonelective Contribution
                           Account, Safe Harbor Matching Contribution Account,
                           and Rollover Contribution Account are disregarded.

4.7      Amendment of Vesting Schedule. If the Plan's vesting schedule is
         amended (or is deemed amended by an automatic change to or from a
         Top-Heavy Plan vesting schedule), each Participant with at least three
         (3) Years of Service with the Employer, as of the end of the election
         period described in the following paragraph, may elect to have his/her
         vested interest computed under the Plan without regard to such
         amendment or change. For this purpose, a Plan amendment, which in any
         way directly or indirectly affects the computation of the Participant's
         vested interest, is considered an amendment to the vesting schedule.
         However, the new vesting schedule will apply automatically to an
         Employee, and no election will be provided, if the new vesting schedule
         is at least as favorable to such Employee, in all circumstances, as the
         prior vesting schedule.

         The period during which the election may be made shall commence with
         the date the amendment is adopted or is deemed to be made and shall end
         on the latest of:

         (a)      60 days after the amendment is adopted;

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

         (c)      60 days after the Participant is issued written notice of the
                  amendment by the Employer or Plan Administrator.

         Furthermore, if the vesting schedule of the Plan is amended, in the
         case of an Employee who is a Participant as of the later of the date
         such amendment is adopted or effective, the vested percentage of such
         Employee's Account Balance derived from Employer Contributions
         (determined as of such date) will not be less than the percentage
         computed under the Plan without regard to such amendment.

4.8      Special Vesting Rule - In-Service Distribution When Account Balance
         Less than 100% Vested. If amounts are distributed from a Participant's
         Employer Contribution Account or Employer Matching Contribution Account
         at a time when the Participant's vested percentage in such amounts is
         less than 100% and the Participant may increase the vested percentage
         in the Account Balance:

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

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

                  X = P (AB + D) - D

                  Where:

                           P is the vested percentage at the relevant time;

                           AB is the Account Balance at the relevant time; and

                           D is the amount of the distribution.


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<PAGE>

                                    ARTICLE 5
                                   FORFEITURES

This Article contains the rules relating to the timing and disposition of
forfeitures of the nonvested portion of a Participant's Account Balance. Part 8
of the Agreement provides elections on the allocation of forfeitures. The rules
for determining the vested portion of a Participant's Account Balance are
contained in Article 4 of this BPD.

5.1      In General. The Plan Administrator has the responsibility to determine
         the amount of a Participant's forfeiture based on the application of
         the vesting provisions of Article 4. Until an amount is forfeited
         pursuant to this Article, nonvested amounts will be held in the Account
         of the Participant and will share in gains and losses of the Trust (as
         determined under Article 13).

5.2      Timing of forfeiture. The forfeiture of all or a portion of a
         Participant's nonvested Account Balance occurs upon any of the events
         listed below:

         (a)      Cash Out Distribution. The date the Participant receives a
                  total Cash Out Distribution as defined in Section 5.3(a).

         (b)      Five Year Forfeiture Break in Service. The last day of the
                  Vesting Computation Period in which the Participant incurs a
                  Five Year Forfeiture Break in Service as defined in Section
                  5.3(b).

         (c)      Lost Participant or Beneficiary. The date the Plan
                  Administrator determines that a Participant or Beneficiary
                  cannot be located to receive a distribution from the Plan. See
                  Section 5.3(c).

         (d)      Forfeiture of Employer Matching Contributions. With respect to
                  Employer Matching Contributions under a 401(k) plan, the date
                  a distribution is made as described in Section 5.3(d).

5.3      Forfeiture Events.

         (a)      Cash Out Distribution. If a Participant receives a total
                  distribution upon termination of his/her participation in the
                  Plan (a "Cash Out Distribution"), the nonvested portion (if
                  any) of the Participant's Account Balance is forfeited in
                  accordance with the provisions of this Article. If a
                  Participant has his/her nonvested Account Balance forfeited as
                  a result of a Cash Out Distribution, such Participant must be
                  given the right to "buy back" the forfeited benefit, as
                  provided in subsection (2) below. (See Article 8 for the rules
                  regarding the availability and timing of Plan distributions
                  and the consent requirements applicable to such
                  distributions.)

                  (1)      Amount of forfeiture. The Cash-Out Distribution rules
                           under this subsection (a) apply only if the
                           Participant is less than 100% vested in his/her
                           Employer Contribution Account and/or Employer
                           Matching Contribution Account. If the Participant is
                           100% vested in his/her entire Account Balance, no
                           forfeiture of benefits will occur solely as a result
                           of the Cash-Out Distribution.

                           (i)      Total Cash-Out Distribution. If a
                                    Participant receives a Cash-Out Distribution
                                    of his/her entire vested Account Balance,
                                    the Participant will immediately forfeit the
                                    entire nonvested portion of his/her Account
                                    Balance, as of the date of the distribution
                                    (as determined under subsection (A) or (B)
                                    below, whichever applies). The forfeited
                                    amounts will be used in the manner
                                    designated under Part 8 of the Agreement.

                                    (A)      No further allocations. If the
                                             terminated Participant is not
                                             entitled to any further allocations
                                             under the Plan for the Plan Year in
                                             which the Participant terminates
                                             employment, the Cash-Out
                                             Distribution occurs on the day the
                                             Participant receives a distribution
                                             of his/her entire vested Account
                                             Balance. The Participant's
                                             nonvested benefit is immediately
                                             forfeited on such date, in
                                             accordance with the provisions
                                             under Section 5.5.

                                    (B)      Additional allocations. If the
                                             terminated Participant is entitled
                                             to an additional allocation under
                                             the Plan for the Plan Year in which
                                             the Participant terminates
                                             employment, a Cash-Out Distribution
                                             is deemed to occur when the
                                             Participant receives a distribution
                                             of his/her entire vested Account
                                             Balance, including any amounts that
                                             are still to be allocated under the
                                             Plan. Thus, a Participant who is
                                             entitled to an additional
                                             allocation under the Plan will not
                                             have a total Cash-Out Distribution
                                             until such additional amounts are
                                             distributed, regardless of whether
                                             the Participant takes a complete
                                             distribution of his/her vested
                                             Account Balance before receiving
                                             the additional allocation.


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                                    (C)      Modification of default cash-out
                                             rules. The Employer may override
                                             the default cash-out rules under
                                             subsections (A) and (B) above by
                                             electing under Part 8, #32 of the
                                             Agreement [Part 8, #50 of the
                                             401(k) Agreement] to have the
                                             Cash-Out Distribution and related
                                             forfeiture occur immediately upon a
                                             distribution of the terminated
                                             Participant's entire vested Account
                                             Balance, without regard to whether
                                             the Participant is entitled to an
                                             additional allocation under the
                                             Plan.

                           (ii)     Deemed Cash-Out Distribution. If a
                                    Participant terminates employment with the
                                    Employer with a vested Account Balance of
                                    zero in his/her Employer Contribution
                                    Account and/or Employer Matching
                                    Contribution Account, the Participant is
                                    treated as receiving a "deemed" Cash-Out
                                    Distribution from the Plan. Upon a deemed
                                    Cash-Out, the nonvested portion of the
                                    Participant's Account Balance will be
                                    forfeited in accordance with subsection (A)
                                    or (B) below.

                                    (A)      No further allocations. If the
                                             Participant is not entitled to any
                                             further allocations under the Plan
                                             for the Plan Year in which the
                                             Participant terminates employment,
                                             the deemed Cash-Out Distribution is
                                             deemed to occur on the day the
                                             employment terminates. The
                                             Participant's nonvested benefit is
                                             immediately forfeited on such date,
                                             in accordance with the provisions
                                             under Section 5.5.

                                    (B)      Additional allocations. If the
                                             Participant is entitled to an
                                             additional allocation under the
                                             Plan for the Plan Year in which the
                                             Participant terminates employment,
                                             the deemed Cash-Out Distribution is
                                             deemed to occur on the first day of
                                             the Plan Year following the Plan
                                             Year in which the termination
                                             occurs.

                                    (C)      Modification of default cash-out
                                             rules. The Employer may override
                                             the default cash-out rules under
                                             subsections (A) and (B) above by
                                             electing under Part 8, #32 of the
                                             Agreement [Part 8, #50 of the
                                             401(k) Agreement] to have the
                                             deemed Cash-Out Distribution and
                                             related forfeiture occur
                                             immediately upon a distribution of
                                             the terminated Participant's entire
                                             vested Account Balance, without
                                             regard to whether the Participant
                                             is entitled to an additional
                                             allocation under the Plan.

                           (iii)    Other distributions. If the Participant
                                    receives a distribution of less than the
                                    entire vested portion of his/her Employer
                                    Contribution Account and Employer Matching
                                    Contribution Account (including any
                                    additional amounts to be allocated under
                                    subsection (i)(B) above), the total Cash-Out
                                    Distribution rule under subsection (i) above
                                    does not apply until the Participant
                                    receives a distribution of the remainder of
                                    the vested portion of his/her Account
                                    Balance. Until the Participant receives a
                                    distribution of the remainder of the vested
                                    portion of his/her Account Balance, the
                                    special vesting rule described in Section
                                    4.8 applies to determine the vested
                                    percentage of the Participant's Employer
                                    Contribution Account and Employer Matching
                                    Account (as applicable). The nonvested
                                    portion of such Accounts will not be
                                    forfeited until the earlier of: (A) the
                                    occurrence of a Five-Year Forfeiture Break
                                    in Service described in Section 5.3(b) or
                                    (B) the date the Participant receives a
                                    total Cash-Out Distribution of the remaining
                                    vested portion of his/her Account Balance.

                  (2)      Buy-back/restoration. If a Participant receives (or
                           is deemed to receive) a Cash-Out Distribution that
                           results in a forfeiture under subsection (1) above,
                           and the Participant subsequently resumes employment
                           covered under this Plan, the Participant may
                           "buy-back" the forfeited portion of his/her
                           Account(s) by repaying to the Plan the full amount of
                           the Cash-Out Distribution from such Account(s).

                           (i)      Buy-back opportunity. A Participant may
                                    buy-back the portion of his/her benefit that
                                    is forfeited as a result of a Cash-Out
                                    Distribution (or a deemed Cash-Out
                                    Distribution) by repaying the amount of such
                                    Cash-Out Distribution to the Plan before the
                                    earlier of:

                                    (A)      five (5) years after the first date
                                             on which the Participant is
                                             subsequently re-employed by the
                                             Employer, or

                                    (B)      the date a Five-Year Forfeiture
                                             Break in Service occurs (as defined
                                             in Section 5.3(b)).

                                    If a Participant receives a deemed Cash-Out
                                    Distribution pursuant to subsection (1)(ii)
                                    above, and the Participant resumes
                                    employment covered under this Plan before
                                    the date


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                                    the Participant incurs a Five-Year
                                    Forfeiture Break in Service, the Participant
                                    is deemed to have repaid the Cash-Out
                                    Distribution immediately upon his/her
                                    reemployment.

                                    To receive a restoration of the forfeited
                                    portion of his/her Employer Contribution
                                    Account and/or Employer Matching
                                    Contribution Account, a Participant must
                                    repay the entire Cash-Out Distribution that
                                    was made from the Participant's Employer
                                    Contribution Account and Employer Matching
                                    Contribution Account, unadjusted for any
                                    interest that might have accrued on such
                                    amounts after the distribution date. For
                                    this purpose, the Cash-Out Distribution is
                                    the total value of the Participant's vested
                                    Employer Contribution Account and Employer
                                    Matching Contribution Account that is
                                    distributed at any time following the
                                    Participant's termination of employment. If
                                    a Participant also received a distribution
                                    from other Accounts, the Participant need
                                    not repay such amounts to have the forfeited
                                    portion of his/her Employer Contribution
                                    Account and/or Employer Matching
                                    Contribution Account restored.

                           (ii)     Restoration of forfeited benefit. Upon a
                                    Participant's proper repayment of a Cash-Out
                                    Distribution in accordance with subsection
                                    (i) above, the forfeited portion of the
                                    Participant's Employer Contribution Account
                                    and Employer Matching Contribution Account
                                    (as applicable) will be restored, unadjusted
                                    for any gains or losses on such amount. For
                                    this purpose, a Participant who received a
                                    deemed Cash-Out Distribution is
                                    automatically treated as having made a
                                    proper repayment and his/her forfeited
                                    benefit will be restored in accordance with
                                    this subsection (ii) if the Participant
                                    returns to employment with the Employer
                                    prior to incurring a Five-Year Forfeiture
                                    Break in Service. A Participant is not
                                    entitled to restoration under this
                                    subsection (ii) if the Participant returns
                                    to employment after incurring a Five-Year
                                    Forfeiture Break in Service.

                                    The forfeited portion of the Participant's
                                    Account(s) will be restored no later than
                                    the end of the Plan Year following the Plan
                                    Year in which the Participant repays the
                                    Cash-Out Distribution in accordance with
                                    subsection (i) above. Although the Plan
                                    Administrator may permit a Participant to
                                    make a partial repayment of a Cash-Out
                                    Distribution, no portion of the
                                    Participant's forfeited benefit will be
                                    restored until the Participant repays the
                                    entire Cash-Out Distribution in accordance
                                    with subsection (i) above. If a Participant
                                    received a deemed Cash-Out Distribution, the
                                    Participant's forfeited benefit will be
                                    restored no later than the end of the Plan
                                    Year following the Plan Year in which the
                                    Participant returns to employment with the
                                    Employer.

                                    If a Participant's forfeited benefit is
                                    required to be restored under this
                                    subsection (ii), the restoration of such
                                    benefit will occur from the following
                                    sources. If the following sources are not
                                    sufficient to completely restore the
                                    Participant's benefit, the Employer must
                                    make an additional contribution to the Plan.

                                    (A)      Any forfeitures that have not been
                                             allocated to Participants' Accounts
                                             for the Plan Year in which the
                                             Employer is restoring the
                                             Participant's benefit in accordance
                                             with this subsection (ii).

                                    (B)      If Participants are not permitted
                                             to self-direct investments under
                                             the Plan, any Trust earnings which
                                             have not been allocated to
                                             Participants' Accounts for the Plan
                                             Year in which the Employer is
                                             restoring the Participant's benefit
                                             in accordance with this subsection
                                             (ii).

                                    (C)      If the Employer makes a
                                             discretionary contribution to the
                                             Plan, it may designate all or any
                                             part of such discretionary
                                             contribution as a restoration
                                             contribution under this subsection
                                             (ii).

         (b)      Five Year Forfeiture Break in Service. In the case of a
                  Participant who has five (5) consecutive one year Breaks in
                  Service, the nonvested portion of the Participant's Account
                  Balance will be forfeited as of the end of the Vesting
                  Computation Period in which the Participant incurs his/her
                  fifth consecutive Break in Service. See Section 4.6(b) for
                  more information on the Five Year Forfeiture Break in Service.


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         (c)      Lost Participant or Beneficiary.

                  (1)      Inability to locate Participant or Beneficiary. If
                           the Plan Administrator, after a reasonable effort and
                           time, is unable to locate a Participant or a
                           Beneficiary in order to make a distribution otherwise
                           required by the Plan, the distributable amount may be
                           forfeited, as permitted under applicable laws and
                           regulations. In determining what is a reasonable
                           effort and time, the Plan Administrator may follow
                           any applicable guidance provided under statute,
                           regulation, or other IRS or DOL guidance of general
                           applicability.

                  (2)      Restoration of forfeited amounts. If, after the
                           distributable amount is forfeited, the Participant or
                           Beneficiary is located, the Plan will restore the
                           forfeited amount (unadjusted for gains or losses) to
                           such Participant or Beneficiary within a reasonable
                           time. The method of restoring a forfeited benefit
                           under subsection (a)(2)(ii) above applies to any
                           restoration required under this subsection (2).

         (d)      Forfeiture of Employer Matching Contributions. This subsection
                  (d) only applies if the Plan is a 401(k) Plan.

                  (1)      Correction of ACP Test. If a Participant receives a
                           corrective distribution of Excess Aggregate
                           Contributions to correct the ACP Test, the portion of
                           such corrective distribution which relates to
                           nonvested Employer Matching Contributions, including
                           any allocable income or loss, will be forfeited (as
                           permitted under Section 17.3(d)(1)) in the Plan Year
                           in which the corrective distribution is made from the
                           Plan.

                  (2)      Excess Deferrals, Excess Contributions, and Excess
                           Aggregate Contributions. If a Participant receives a
                           distribution of Excess Deferrals, Excess
                           Contributions, or Excess Aggregate Contributions, the
                           Employer will forfeit the portion of his/her Employer
                           Matching Contribution Account (whether vested or not)
                           which is attributable to such distributed amounts
                           (except to the extent such amount has been
                           distributed as Excess Contributions or Excess
                           Aggregate Contributions, pursuant to Article 17). A
                           forfeiture of Employer Matching Contributions under
                           this subsection (2) occurs in the Plan Year in which
                           the Participant receives the distribution of Excess
                           Deferrals, Excess Contributions, and/or Excess
                           Aggregate Contributions.

5.4      Timing of Forfeiture Allocation. Pursuant to the elections under Part 8
         of the Agreement, forfeitures are allocated in either the same Plan
         Year in which the forfeitures occur or in the Plan Year following the
         Plan Year in which the forfeitures occur.

5.5      Method of Allocating Forfeitures. Forfeitures will be allocated in
         accordance with the method chosen by the Employer under Part 8 of the
         Agreement. In no event, however, will a Participant receive an
         allocation of forfeitures arising from his/her own Account. If no
         method of allocation is selected under Part 8 of the Agreement, any
         forfeitures will be used to reduce the Employer's contributions for the
         Plan Year following the Plan Year in which the forfeiture occurs as
         described under (b) below.

         (a)      Reallocation of forfeitures. If the Employer elects to
                  reallocate forfeitures as additional contributions, the
                  forfeitures will be added to other contributions made by the
                  Employer (as designated under Part 8 of the Agreement) for the
                  Plan Year designated under Part 8, #29 of the Agreement [Part
                  8, #47 of the 401(k) Agreement], and such amounts will be
                  allocated to Eligible Participants under the allocation method
                  chosen under Part 4 of the Agreement with respect to such
                  contributions. Reallocation of forfeitures is not available
                  under the target benefit plan Agreement.

         (b)      Reduction of contributions. If the Employer elects under Part
                  8 of the Agreement to use forfeitures to reduce its
                  contributions under the Plan, the Employer may adjust its
                  contribution deposits in any manner, provided the total
                  Employer Contributions made for the Plan Year properly take
                  into account the forfeitures that are to be used to reduce
                  such contributions for that Plan Year. If the contributions
                  are allocated over multiple allocation periods, the Employer
                  may reduce its contribution for any allocation periods within
                  the Plan Year in which the forfeitures are to be allocated so
                  that the total amount allocated for the Plan Year is proper.

         (c)      Payment of Plan expenses. If the Employer elects under Part 8,
                  #31 of the Agreement [Part 8, #49 of the 401(k) Agreement],
                  forfeitures will first be used to pay Plan expenses for the
                  Plan Year in which the forfeitures would otherwise be
                  allocated. This subsection (c) applies only if the Plan
                  otherwise would pay such expenses as authorized under Section
                  11.4. If any forfeitures remain after the payment of Plan
                  expenses under this subsection, the remaining forfeitures will
                  be allocated as selected under Part 8 of the Agreement.


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                                    ARTICLE 6
                      SPECIAL SERVICE CREDITING PROVISIONS

This Article contains special service crediting rules that apply for purposes of
determining an Employee's eligibility to participate and the vested percentage
in his/her Account Balance under the Plan. This Article 6 and Part 7 of the
Agreement permit the Employer to override the general service crediting rules
under Articles 1 and 4 with respect to eligibility and vesting and to apply
special service crediting rules, such as the Equivalency Method and the Elapsed
Time Method for crediting service. Section 6.7 of this Article and Part 13, #53
of the Agreement [Part 13, #71 of the 401(k) Agreement] contain special rules
for crediting service with Predecessor Employers.

6.1      Year of Service - Eligibility. Section 1.4(b) defines a Year of Service
         for eligibility purposes. Generally, an Employee earns a Year of
         Service for eligibility purposes upon the completion of 1,000 Hours of
         Service during an Eligibility Computation Period. For this purpose,
         Hours of Service are calculated using the Actual Hours Crediting
         Method. Part 7, #23 of the Agreement [Part 7, #41 of the 401(k)
         Agreement] permits the Employer to modify these default provisions for
         determining a Year of Service for eligibility purposes.

         (a)      Selection of Hours of Service. The Employer may elect to
                  modify the requirement that an Employee complete 1,000 Hours
                  of Service during an Eligibility Computation Period to earn a
                  Year of Service. Under Part 7, #23.a. of the Agreement [Part
                  7, #41.a. of the 401(k) Agreement], the Employer may designate
                  a specific number of Hours of Service (which cannot exceed
                  1,000) that an Employee must complete during the Eligibility
                  Computation Period to earn a Year of Service. Any Hours of
                  Service designated in accordance with this subsection (a) will
                  be determined using the Actual Hours Crediting Method, unless
                  the Employer elects to use the Equivalency Method under Part
                  7, #23.b. of the Agreement [Part 7, #41.b. of the 401(k)
                  Agreement].

         (b)      Use of Equivalency Method. The Employer may elect under Part
                  7, #23.b. of the Agreement [Part 7, #41.b. of the 401(k)
                  Agreement] to use the Equivalency Method (as defined in
                  Section 6.5(a)) instead of the Actual Hours Crediting Method
                  in determining whether an Employee has completed the required
                  Hours of Service to earn a Year of Service.

         (c)      Use of Elapsed Time Method. The Employer may elect under Part
                  7, #23.c. of the Agreement [Part 7, #41.c. of the 401(k)
                  Agreement] to use the Elapsed Time Method (as defined in
                  Section 6.5(b)) instead of counting Hours of Service in
                  applying the eligibility conditions under Article 1. The
                  Elapsed Time Method may not be selected if the Employer elects
                  to apply a designated Hours of Service requirement under Part
                  7, #23.a. of the Agreement [Part 7, #41.a. of the 401(k)
                  Agreement].

6.2      Eligibility Computation Period. Section 1.4(c) defines the Eligibility
         Computation Period used to determine whether an Employee has earned a
         Year of Service for eligibility purposes. Generally, if one Year of
         Service is required for eligibility, the Eligibility Computation Period
         is determined using the Shift-to-Plan-Year Method (as defined in
         Section 1.4(c)(1)). Part 7, #24 of the Agreement [Part 7, #42 of the
         401(k) Agreement] permits the Employer to use the Anniversary Year
         Method (as defined in Section 1.4(c)(2)) for determining Eligibility
         Computation Periods under the Plan. If the Employer selects two Years
         of Service eligibility condition (under Part 1, #5.e. of the
         Agreement), the Anniversary Year Method applies, unless the Employer
         elects to use the Shift-to-Plan-Year Method. In the case of a 401(k)
         plan in which a two Years of Service eligibility condition is used for
         either Employer Matching Contributions or Employer Nonelective
         Contributions, the method used to determine Eligibility Computation
         Periods for the two Years of Service condition also will apply to any
         one Year of Service eligibility condition used with respect to any
         other contributions.

6.3      Year of Service - Vesting. Section 4.5 defines a Year of Service for
         vesting purposes. Generally, an Employee earns a Year of Service for
         vesting purposes upon the completion of 1,000 Hours of Service during a
         Vesting Computation Period. For this purpose, Hours of Service are
         calculated using the Actual Hours Crediting Method. Part 7, #25 of the
         Agreement [Part 7, #43 of the 401(k) Agreement] permits the Employer to
         modify these default provisions for determining a Year of Service for
         vesting purposes.

         (a)      Selection of Hours of Service. The Employer may elect to
                  modify the requirement that an Employee complete 1,000 Hours
                  of Service during a Vesting Computation Period to earn a Year
                  of Service. Under Part 7, #25.a. of the Agreement [Part 7,
                  #43.a. of the 401(k) Agreement], the Employer may designate a
                  specific number of Hours of Service (which cannot exceed
                  1,000) that an Employee must complete during the Vesting
                  Computation Period to earn a Year of Service. Any Hours of
                  Service designated in accordance with this subsection (a) will
                  be determined using the Actual Hours Crediting Method, unless
                  the Employer elects to use the Equivalency Method under Part
                  7, #25.b. of the Agreement [Part 7, #43.b. of the 401(k)
                  Agreement].

         (b)      Equivalency Method. The Employer may elect under Part 7,
                  #25.b. of the Agreement [Part 7, #43.b. of the 401(k)
                  Agreement] to use the Equivalency Method (as defined in
                  Section 6.5(a)) instead of the Actual Hours


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                  Crediting Method in determining whether an Employee has
                  completed the required Hours of Service to earn a Year of
                  Service.

         (c)      Elapsed Time Method. The Employer may elect under Part 7,
                  #25.c. of the Agreement [Part 7, #43.c. of the 401(k)
                  Agreement] to use the Elapsed Time Method (as defined in
                  Section 6.5(b)) instead of counting Hours of Service in
                  applying the vesting provisions under Article 4. The Elapsed
                  Time Method may not be selected if the Employer elects to
                  apply a designated Hours of Service requirement under Part 7,
                  #25.a. of the Agreement [Part 7, #43.a. of the 401(k)
                  Agreement].

6.4      Vesting Computation Period. Section 4.4 defines the Vesting Computation
         Period used to determine whether an Employee has earned a Year of
         Service for vesting purposes. Generally, the Vesting Computation Period
         is the Plan Year. Part 7, #26 of the Agreement [Part 7, #44 of the
         401(k) Agreement] permits the Employer to elect to use Anniversary
         Years (see Section 4.4(a)) or, under the Nonstandardized Agreement, any
         other 12-consecutive month period as the Vesting Computation Period.

6.5      Definitions.

         (a)      Equivalency Method. Under the Equivalency Method, an Employee
                  is credited with 190 Hours of Service for each calendar month
                  during the Eligibility Computation Period or Vesting
                  Computation Period, as applicable, for which the Employee
                  completes at least one Hour of Service. Instead of applying
                  the Equivalency Method on the basis of months worked, the
                  Employer may elect to apply different equivalencies under Part
                  7, #28 of the Agreement [Part 7, #46 of the 401(k) Agreement].
                  The Employer may credit Employees with 10 Hours of Service for
                  each day worked, 45 Hours of Service for each week worked, or
                  95 Hours of Service for each semi monthly payroll period
                  worked during the Eligibility Computation Period or Vesting
                  Computation Period, as applicable. For this purpose, an
                  Employee will receive credit for the appropriate Hours of
                  Service if the Employer completes at least one Hour of Service
                  during the applicable period.

         (b)      Elapsed Time Method. Under the Elapsed Time Method, an
                  Employee receives credit for the aggregate of all periods of
                  service commencing with the Employee's Employment Commencement
                  Date (or Reemployment Commencement Date) and ending on the
                  date the Employee begins a Period of Severance (as defined in
                  subsection (2) below) which lasts at least 12 consecutive
                  months. In calculating an Employee's aggregate period of
                  service, an Employee receives credit for any Period of
                  Severance that lasts less than 12 consecutive months. If an
                  Employee's aggregate period of service includes fractional
                  years, such fractional years are expressed as days.

                  (1)      Year of Service. For purposes of determining whether
                           an Employee has earned a Year of Service under the
                           Elapsed Time Method, an Employee is credited with a
                           Year of Service for each 12-month period of service
                           the Employee completes under the above paragraph,
                           whether or not such period of service is consecutive.

                  (2)      Period of Severance. For purposes of applying the
                           Elapsed Time Method, a Period of Severance is any
                           continuous period of time during which the Employee
                           is not employed by the Employer. A Period of
                           Severance begins on the date the Employee retires,
                           quits or is discharged, or if earlier, the 12-month
                           anniversary of the date on which the Employee is
                           first absent from service for a reason other than
                           retirement, quit or discharge.

                           In the case of an Employee who is absent from work
                           for maternity or paternity reasons, the
                           12-consecutive month period beginning on the first
                           anniversary of the first date of such absence shall
                           not constitute a Period of Severance. For purposes of
                           this paragraph, an absence from work for maternity or
                           paternity reasons means an absence (i) by reason of
                           the pregnancy of the Employee, (ii) by reason of the
                           birth of a child of the Employee, (iii) by reason of
                           the placement of a child with the Employee in
                           connection with the adoption of such child by the
                           Employee, or (iv) for purposes of caring for a child
                           of the Employee for a period beginning immediately
                           following the birth or placement of such child.

                  (3)      Break in Service rules. The Break in Service rules
                           described in Sections 1.6 and 4.6 also apply under
                           the Elapsed Time Method. For purposes of applying the
                           Break in Service rules under the Elapsed Time Method,
                           a Break in Service is any Period of Severance of at
                           least 12 consecutive months.

6.6      Switching Crediting Methods. The following rules apply if the service
         crediting method is changed in a manner described below.

         (a)      Shift from crediting Hours of Service to Elapsed Time Method.
                  If the service crediting method under the Plan is changed from
                  a method that uses Hours of Service to a method using Elapsed
                  Time, each Employee's


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                  period of service under the Elapsed Time Method is the sum of
                  the amounts under subsections (1) and (2) below.

                  (1)      The number of Years of Service credited under the
                           Hours of Service method for the period ending
                           immediately before the computation period during
                           which the change to the Elapsed Time Method occurs.

                  (2)      For the computation period in which the change
                           occurs, the Plan Administrator will determine the
                           greater of: (i) the period of service that would be
                           credited under the Elapsed Time Method for the
                           Employee's service from the first day of that
                           computation period through the date of the change, or
                           (ii) the service that would be taken into account
                           under the Hours of Service method for that
                           computation period through the date of the change. If
                           (i) is greater, then Years of Service are credited
                           under the Elapsed Time Method beginning with the
                           first day of the computation period during which the
                           change to the Elapsed Time Method occurs. If (ii) is
                           greater, then Years of Service are credited under the
                           Hours of Service method for the computation period
                           during which the change to the Elapsed Time Method
                           occurs and under the Elapsed Time Method beginning
                           with the first day of the computation period that
                           follows the computation period in which the change
                           occurs. If the change occurs as of the first day of a
                           computation period, treat subsection (1) as
                           applicable for purposes of applying the rule in this
                           paragraph.

         (b)      Shift from Elapsed Time Method to an Hours of Service method.
                  If the service crediting method changes from the Elapsed Time
                  Method to an Hours of Service method, each Employee's Years of
                  Service under the Hours of Service method is the sum of the
                  amounts under subsections (1) and (2) below.

                  (1)      The number of Years of Service credited under the
                           Elapsed Time Method as of the date of the change.

                  (2)      For the computation period in which the change to the
                           Hours of Service method occurs, the portion of that
                           computation period in which the Elapsed Time Method
                           was in effect is converted into an equivalent number
                           of Hours of Service, using the Equivalency Method
                           described in Section 6.5(a). For the remainder of the
                           computation period, actual Hours of Service are
                           counted, unless the Equivalency Method has been
                           elected in Part 7 of the Agreement. The Hours of
                           Service deemed credited for the portion of the
                           computation period in which the Elapsed Time Method
                           was in effect are added to the actual Hours of
                           Service credited for the remaining portion of the
                           computation period to determine if the Employee has a
                           Year of Service for that computation period. If the
                           change to the Hours of Service method occurs as of
                           the first day of a computation period, then the
                           determination as to whether an Employee has completed
                           a Year of Service for the first computation period
                           that the change is in effect is based solely on the
                           Hours of Service method.

6.7      Service with Predecessor Employers. If the Employer maintains the plan
         of a Predecessor Employer, any service with such Predecessor Employer
         is treated as service with the Employer for purposes of applying the
         provisions of this Plan. If the Employer maintains the Plan of a
         Predecessor Employer, the Employer may complete Part 13, #53 of the
         Agreement [Part 13, #71 of the 401(k) Agreement] to identify the
         Predecessor Employer and to specify that service with such Predecessor
         Employer will be credited for all purposes under the Plan. The failure
         to complete Part 13, #53 of the Agreement [Part 13, #71 of the 401(k)
         Agreement] with respect to service of a Predecessor Employer where the
         Employer is maintaining a Plan of such Predecessor Employer will not
         override the requirement that such predecessor service be counted for
         all purposes under the Plan.

         If the Employer does not maintain the plan of a Predecessor Employer,
         service with such Predecessor Employer does not count under this Plan,
         unless the Employer specifically designates under Part 13, #53 of the
         Agreement [Part 13, #71 of the 401(k) Agreement] to include service
         with such Predecessor Employer. If the Employer elects to credit
         service with a Predecessor Employer under this paragraph, the Employer
         must designate the purpose for which it is crediting Predecessor
         Employer service. If the Employer will treat service with multiple
         Predecessor Employers differently, the Employer should complete an
         additional election for each Predecessor Employer for which service is
         being credited differently. If the Employer is not crediting service
         with any Predecessor Employers, Part 13, #53 of the Agreement [Part 13,
         #71 of the 401(k) Agreement] need not be completed.


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                                    ARTICLE 7
                      LIMITATION ON PARTICIPANT ALLOCATIONS

This Article provides limitations on the amount a Participant may receive as an
allocation under the Plan for a Limitation Year. The limitation on allocations
(referred to herein as the Annual Additions Limitation) applies in the aggregate
to all plans maintained by the Employer. Part 13, #54.c. of the Agreement [Part
13, #72.c. of the 401(k) Agreement] permits the Employer to specify how the Plan
will comply with the Annual Additions Limitation where the Employer maintains a
plan (or plans) in addition to this Plan.

7.1      Annual Additions Limitation - No Other Plan Participation.

         (a)      Annual Additions Limitation. If the Participant does not
                  participate in, and has never participated in another
                  qualified retirement plan, a welfare benefit fund (as defined
                  under Code ss.419(e)), an individual medical account (as
                  defined under Code ss.415(l)(2)), or a SEP (as defined under
                  Code ss.408(k)) maintained by the Employer, then the amount of
                  Annual Additions which may be credited to the Participant's
                  Account for any Limitation Year will not exceed the lesser of
                  the Maximum Permissible Amount or any other limitation
                  contained in this Plan.

                  Generally, if an Employer Contribution that would otherwise be
                  contributed or allocated to a Participant's Account will cause
                  that Participant's Annual Additions for the Limitation Year to
                  exceed the Maximum Permissible Amount, the amount to be
                  contributed or allocated to such Participant will be reduced
                  so that the Annual Additions allocated to such Participant's
                  Account for the Limitation Year will equal the Maximum
                  Permissible Amount. However, if a contribution or allocation
                  to a Participant's Account will exceed the Maximum Permissible
                  Amount due to a correctable event described in subsection (c)
                  below, the Excess Amount may be contributed or allocated to
                  such Participant and corrected in accordance with the
                  correction procedures outlined in subsection (c).

         (b)      Using estimated Total Compensation. Prior to determining the
                  Participant's actual Total Compensation for the Limitation
                  Year, the Employer may determine the Maximum Permissible
                  Amount for a Participant on the basis of a reasonable
                  estimation of the Participant's Total Compensation for the
                  Limitation Year, uniformly determined for all Participants
                  similarly situated.

                  As soon as administratively feasible after the end of the
                  Limitation Year, the Employer will determine the Maximum
                  Permissible Amount for the Limitation Year on the basis of the
                  Participant's actual Total Compensation for the Limitation
                  Year.

         (c)      Disposition of Excess Amount. If, as a result of the use of
                  estimated Total Compensation, the allocation of forfeitures, a
                  reasonable error in determining the amount of Section 401(k)
                  Deferrals that may be made under this Article 7, or other
                  reasonable error in applying the Annual Additions Limitation,
                  an Excess Amount arises, the excess will be disposed of as
                  follows:

                  (1)      Any Employee After-Tax Contributions (plus
                           attributable earnings), to the extent such
                           contributions would reduce the Excess Amount, will be
                           returned to the Participant. The Employer may elect
                           not to apply this subsection (1) if the ACP Test (as
                           defined in Section 17.3) has already been performed
                           and the distribution of Employee After-Tax
                           Contributions to correct the Excess Amount will cause
                           the ACP Test to fail or will change the amount of
                           corrective distributions required under Section
                           17.3(d)(1) of this BPD.

                           If Employer Matching Contributions were allocated
                           with respect to Employee After-Tax Contributions for
                           the Limitation Year, the Employee After-Tax
                           Contributions and Employer Matching Contributions
                           will be corrected together. Employee After-Tax
                           Contributions will be distributed under this
                           subsection (1) only to the extent the Employee
                           After-Tax Contributions, plus the Employer Matching
                           Contributions allocated with respect to such Employee
                           After-Tax Contributions, reduce the Excess Amount.
                           Thus, after correction under this subsection (1),
                           each Participant should have the same level of
                           Employer Matching Contribution with respect to the
                           remaining Employee After-Tax Contributions as
                           provided under Part 4B of the Agreement. Any Employer
                           Matching Contributions identified under this
                           subsection (1) will be treated as an Excess Amount
                           correctable under subsections (3) and (4) below. If
                           Employer Matching Contributions are allocated to both
                           Employee After-Tax Contributions and to Section
                           401(k) Deferrals, this subsection (1) is applied by
                           treating Employer Matching Contributions as allocated
                           first to Section 401(k) Deferrals.

                  (2)      If, after the application of subsection (1), an
                           Excess Amount still exists, any Section 401(k)
                           Deferrals (plus attributable earnings), to the extent
                           such deferrals would reduce the Excess Amount, will
                           be distributed to the Participant. The Employer may
                           elect not to apply this subsection (2) if the


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                           ADP Test (as defined in Section 17.2) has already
                           been performed and the distribution of Section 401(k)
                           Deferrals to correct the Excess Amount will cause the
                           ADP Test to fail or will change the amount of
                           corrective distributions required under Section
                           17.2(d)(1) of this BPD.

                           If Employer Matching Contributions were allocated
                           with respect to Section 401(k) Deferrals for the
                           Limitation Year, the Section 401(k) Deferrals and
                           Employer Matching Contributions will be corrected
                           together. Section 401(k) Deferrals will be
                           distributed under this subsection (2) only to the
                           extent the Section 401(k) Deferrals, plus Employer
                           Matching Contributions allocated with respect to such
                           Section 401(k) Deferrals, reduce the Excess Amount.
                           Thus, after correction under this subsection (2),
                           each Participant should have the same level of
                           Employer Matching Contribution with respect to the
                           remaining Section 401(k) Deferrals as provided under
                           Part 4B of the Agreement. Any Employer Matching
                           Contributions identified under this subsection (2)
                           will be treated as an Excess Amount correctable under
                           subsection (3) or (4) below.

                  (3)      If, after the application of subsection (2), an
                           Excess Amount still exists, the Excess Amount is
                           allocated to a suspense account and is used in the
                           next Limitation Year (and succeeding Limitation
                           Years, if necessary) to reduce Employer Contributions
                           for all Participants under the Plan. The Excess
                           Amounts are treated as Annual Additions for the
                           Limitation Year in which such amounts are allocated
                           from the suspense account.

                  (4)      If a suspense account is in existence at any time
                           during a Limitation Year pursuant to this Article 7,
                           such suspense account will not participate in the
                           allocation of investment gains and losses, unless
                           otherwise provided in uniform valuation procedures
                           established by the Plan Administrator. If a suspense
                           account is in existence at any time during a
                           particular Limitation Year, all amounts in the
                           suspense account must be allocated to Participants'
                           Accounts before the Employer makes any Employer
                           Contributions, or any Employee After-Tax
                           Contributions are made, for that Limitation Year.

7.2      Annual Additions Limitation - Participation in Another Plan.

         (a)      In general. This Section 7.2 applies if, in addition to this
                  Plan, the Participant receives an Annual Addition during any
                  Limitation Year from another Defined Contribution Plan, a
                  welfare benefit fund (as defined under Code ss.419(e)), an
                  individual medical account (as defined under Code
                  ss.415(l)(2)), or a SEP (as defined under Code ss.408(k))
                  maintained by the Employer. If the Employer maintains, or at
                  any time maintained, a Defined Benefit Plan (other than a
                  Paired Plan) covering any Participant in this Plan, see
                  Section 7.5.

         (b)      This Plan's Annual Addition Limitation. The Annual Additions
                  that may be credited to a Participant's Account under this
                  Plan for any Limitation Year will not exceed the Maximum
                  Permissible Amount reduced by the Annual Additions credited to
                  a Participant's Account under any other Defined Contribution
                  Plan, welfare benefit fund, individual medical account, or SEP
                  maintained by the Employer for the same Limitation Year.

         (c)      Annual Additions reduction. If the Annual Additions with
                  respect to the Participant under any other Defined
                  Contribution Plan, welfare benefit fund, individual medical
                  account, or SEP maintained by the Employer are less than the
                  Maximum Permissible Amount and the Annual Additions that would
                  otherwise be contributed or allocated to the Participant's
                  Account under this Plan would exceed the Annual Additions
                  Limitation for the Limitation Year, the amount contributed or
                  allocated will be reduced so that the Annual Additions under
                  all such Plans and funds for the Limitation Year will equal
                  the Maximum Permissible Amount. However, if a contribution or
                  allocation to a Participant's Account will exceed the Maximum
                  Permissible Amount due to a correctable event described in
                  Section 7.1(c), the Excess Amount may be contributed or
                  allocated to such Participant and corrected in accordance with
                  the correction procedures outlined in Section 7.1(c).

         (d)      No Annual Additions permitted. If the Annual Additions with
                  respect to the Participant under such other Defined
                  Contribution Plan(s), welfare benefit fund(s), individual
                  medical account(s), or SEP(s) in the aggregate are equal to or
                  greater than the Maximum Permissible Amount, no amount will be
                  contributed or allocated to the Participant's Account under
                  this Plan for the Limitation Year. However, if a contribution
                  or allocation to a Participant's Account will exceed the
                  Maximum Permissible Amount due to a correctable event
                  described in Section 7.1(c), the Excess Amount may be
                  contributed or allocated to such Participant and corrected in
                  accordance with the correction procedures outlined in Section
                  7.1(c).

         (e)      Using estimated Total Compensation. Prior to determining the
                  Participant's actual Total Compensation for the Limitation
                  Year, the Employer may determine the Maximum Permissible
                  Amount for a Participant in the manner described in Section
                  7.1(b). As soon as administratively feasible after the end of
                  the Limitation Year, the Maximum Permissible Amount for the
                  Limitation Year will be determined on the basis of the
                  Participant's actual Total Compensation for the Limitation
                  Year.


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         (f)      Excess Amounts. If, as a result of the use of estimated Total
                  Compensation, an allocation of forfeitures, a reasonable error
                  in determining the amount of Section 401(k) Deferrals that may
                  be made under this Article 7, or other reasonable error in
                  applying the Annual Additions Limitation, a Participant's
                  Annual Additions under this Plan and such other plans or funds
                  would result in an Excess Amount for a Limitation Year, the
                  Excess Amount will be deemed to consist of the Annual
                  Additions last allocated, except that Annual Additions
                  attributable to a SEP will be deemed to have been allocated
                  first, followed by Annual Additions to a welfare benefit fund
                  or individual medical account, regardless of the actual
                  allocation date.

                  (1)      Same allocation date. If an Excess Amount is
                           allocated to a Participant on an allocation date of
                           this Plan that coincides with an allocation date of
                           another plan, such Excess Amount will be attributed
                           to the following types of plan(s) in the order
                           listed, until the entire Excess Amount is allocated.

                           (i)      First, to any 401(k) plan(s) maintained by
                                    the Employer.

                           (ii)     Then, to any profit sharing plan(s)
                                    maintained by the Employer.

                           (iii)    Then, to any money purchase plan(s)
                                    maintained by the Employer.

                           (iv)     Finally, to any target benefit plan(s)
                                    maintained by the Employer.

                           If an amount is allocated to the same type of Plan on
                           the same allocation date, the Excess Amount will be
                           allocated to each plan in accordance with the pro
                           rata allocation method outlined in the following
                           paragraph.

                  (2)      Alternative methods. The Employer may elect under
                           Part 13, #54.c. of the Agreement [Part 13, #72.c. of
                           the 401(k) Agreement] to modify the default rules
                           under this subsection (f). For example, the Employer
                           may elect to attribute any Excess Amount which is
                           allocated on the same date to this Plan and to
                           another plan maintained by the Employer by
                           designating the specific plan to which the Excess
                           Amount is allocated or by using a pro rata allocation
                           method. Under the pro rata allocation method, the
                           Excess Amount attributed to this Plan is the product
                           of:

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

                           (ii)     the ratio of (A) the Annual Additions
                                    allocated to the Participant for the
                                    Limitation Year as of such date under this
                                    Plan to (B) the total Annual Additions
                                    allocated to the Participant for the
                                    Limitation Year as of such date under this
                                    and all other Defined Contribution Plans.

         (g)      Disposition of Excess Amounts. Any Excess Amount attributed to
                  this Plan will be disposed in the manner described in Section
                  7.1(c).

7.3      Modification of Correction Procedures. The Employer may elect under
         Part 13, #51.c. of the Agreement [Part 13, #69.c. of the 401(k)
         Agreement] to modify any of the corrective provisions under Section 7.1
         of this BPD. The provisions in Section 7.2 may be modified under Part
         13, #54.c. of the Agreement [Part 13, #72.c. of the 401(k) Agreement].

7.4      Definitions Relating to the Annual Additions Limitation.

         (a)      Annual Additions: The sum of the following amounts credited to
                  a Participant's Account for the Limitation Year:

                  (1)      Employer Contributions, including Section 401(k)
                           Deferrals;

                  (2)      Employee After-Tax Contributions;

                  (3)      forfeitures;

                  (4)      amounts allocated to an individual medical account
                           (as defined in Code ss.415(l)(2)), which is part of a
                           pension or annuity plan maintained by the Employer,
                           are treated as Annual Additions to a Defined
                           Contribution Plan. Also, 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 ss.419A(d)(3)) under a welfare
                           benefit fund (as defined in Code ss.419(e))
                           maintained by the Employer are treated as Annual
                           Additions to a Defined Contribution Plan; and


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                  (5)      allocations under a SEP (as defined in Code
                           ss.408(k)).

                  For this purpose, any Excess Amount applied under Sections
                  7.1(c) or 7.2(f) in the Limitation Year to reduce Employer
                  Contributions will be considered Annual Additions for such
                  Limitation Year.

                  An Annual Addition is credited to a Participant's Account for
                  a particular Limitation Year if such amount is allocated to
                  the Participant's Account as of any date within that
                  Limitation Year. An Annual Addition will not be deemed
                  credited to a Participant's Account for a particular
                  Limitation Year unless such amount is actually contributed to
                  the Plan no later than 30 days after the time prescribed by
                  law for filing the Employer's income tax return (including
                  extensions) for the taxable year with or within which the
                  Limitation Year ends. In the case of Employee After-Tax
                  Contributions, such amount shall not be deemed credited to a
                  Participant's Account for a particular Limitation Year unless
                  the contributions are actually contributed to the Plan no
                  later than 30 days after the close of that Limitation Year.

         (b)      Defined Contribution Dollar Limitation: $30,000, as adjusted
                  under Code ss.415(d).

         (c)      Employer. For purposes of this Article 7, Employer shall mean
                  the Employer that adopts this Plan, and all members of a
                  controlled group of corporations (as defined in ss.414(b) of
                  the Code as modified by ss.415(h)), all commonly controlled
                  trades or businesses (as defined in ss.414(c) of the Code as
                  modified by ss.415(h)) or affiliated service groups (as
                  defined in ss.414(m)) of which the adopting Employer is a
                  part, and any other entity required to be aggregated with the
                  Employer pursuant to regulations under ss.414(o) of the Code.

         (d)      Excess Amount: The excess of the Participant's Annual
                  Additions for the Limitation Year over the Maximum Permissible
                  Amount.

         (e)      Limitation Year: The Plan Year, unless the Employer elects
                  another 12 consecutive month period under Part 13, #51.a. of
                  the Agreement [Part 13, #69.a. of the 401(k) Agreement]. All
                  qualified retirement plans under Codess.401(a) maintained by
                  the Employer must use the same Limitation Year. If the
                  Limitation Year is amended to a different 12 consecutive month
                  period, the new Limitation Year must begin on a date within
                  the Limitation Year in which the amendment is made. If the
                  Plan has an initial Plan Year that is less than 12 months, the
                  Limitation Year for such first Plan Year is the 12 month
                  period ending on the last day of that Plan Year, unless
                  otherwise specified in Part 13, #51.c. of the Agreement [Part
                  13, #69.c. of the 401(k) Agreement].

         (f)      Maximum Permissible Amount: The maximum 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)      the Defined Contribution Dollar Limitation, or

                  (2)      25 percent of the Participant's Total Compensation
                           for the Limitation Year.

                  The Total Compensation limitation referred to in (2) shall not
                  apply to any contribution for medical benefits (within the
                  meaning of Code ss.401(h) or ss.419A(f)(2)) which is otherwise
                  treated as an Annual Addition under Code ss.415(l)(1) or
                  ss.419A(d)(2).

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

                          Number of months in the short Limitation Year
                          ---------------------------------------------
                                               12

                  If a short Limitation Year is created because the Plan has an
                  initial Plan Year that is less than 12 months, no proration of
                  the Defined Contribution Dollar Limitation is required, unless
                  provided otherwise under Part 13, #51.c. of the Agreement
                  [Part 13, #69.c. of the 401(k) Agreement]. (See subsection (e)
                  above for the rule allowing the use of a full 12-month
                  Limitation Year for the first year of the Plan, thereby
                  avoiding the need to prorate the Defined Contribution Dollar
                  Limitation.)

         (g)      Total Compensation: The amount of compensation as defined
                  under Section 22.197, subject to the Employer's election under
                  Part 3, #9 of the Agreement.

                  (1)      Self-Employed Individuals. For a Self-Employed
                           Individual, Total Compensation is such individual's
                           Earned Income.

                  (2)      Total Compensation actually paid or made available.
                           For purposes of applying the limitations of this
                           Article 7, Total Compensation for a Limitation Year
                           is the Total Compensation actually paid or


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                           made available to an Employee during such Limitation
                           Year. However, the Employer may include in Total
                           Compensation for a Limitation Year amounts earned but
                           not paid in the Limitation Year because of the timing
                           of pay periods and pay days, but only if these
                           amounts are paid during the first few weeks of the
                           next Limitation Year, such amounts are included on a
                           uniform and consistent basis with respect to all
                           similarly-situated Employees, and no amounts are
                           included in Total Compensation in more than one
                           Limitation Year. The Employer need not make any
                           formal election to include accrued Total Compensation
                           described in the preceding sentence.

                  (3)      Disabled Participants. Total Compensation does not
                           include any imputed compensation for the period a
                           Participant is Disabled. However, the Employer may
                           elect under Part 13, #51.b. of the Agreement [Part
                           13, #69.b. of the 401(k) Agreement], to include under
                           the definition of Total Compensation, the amount a
                           terminated Participant who is permanently and totally
                           Disabled (as defined in Section 22.53) would have
                           received for the Limitation Year if the Participant
                           had been paid at the rate of Total Compensation paid
                           immediately before becoming permanently and totally
                           Disabled. If the Employer elects under Part 13,
                           #51.b. of the Agreement [Part 13, #69.b. of the
                           401(k) Agreement] to include imputed compensation for
                           a Disabled Participant, a Disabled Participant will
                           receive an allocation of any Employer Contribution
                           the Employer makes to the Plan based on the
                           Employee's imputed compensation for the Plan Year.
                           Any Employer Contributions made to a Disabled
                           Participant under this subsection (3) are fully
                           vested when made. For Limitation Years beginning
                           before January 1, 1997, imputed compensation for a
                           Disabled Participant may be taken into account only
                           if the Participant is not a Highly Compensated
                           Employee for such Plan Year.

                  (4)      Special rule for Limitation Years beginning before
                           January 1, 1998. For Limitation Years beginning
                           before January 1, 1998, for purposes of applying the
                           limitations of this Article 7 and for determining the
                           minimum top-heavy contribution required under Section
                           16.2(a), Total Compensation paid or made available
                           during such Limitation Year shall not include any
                           Elective Deferrals, or any amount which is
                           contributed or deferred by the Employer at the
                           election of the Employee and which is not includible
                           in the gross income of the Employee by reason of Code
                           ss.125 or ss.457.

7.5      Participation in a Defined Benefit Plan. If the Employer maintains, or
         at any time maintained, a Defined Benefit Plan (other than a Paired
         Plan) covering any Participant in this Plan, the sum of the
         Participant's Defined Benefit Plan Fraction and Defined Contribution
         Plan Fraction will not exceed 1.0 in any Limitation Year. If the sum of
         the Defined Benefit Plan Fraction and the Defined Contribution Plan
         Fraction exceeds 1.0 in any Limitation Year, the Plan will satisfy the
         1.0 limitation by reducing a Participant's Projected Annual Benefit
         under the Defined Benefit Plan.

         (a)      Repeal of rule. The limitations under this Section 7.5 do not
                  apply for Limitation Years beginning on or after January 1,
                  2000. However, the Employer may have continued to apply rules
                  consistent with this Section 7.5 for Plan Years beginning
                  after December 31, 1999 and before the Employer first adopted
                  a plan to comply with the GUST Legislation. If the Employer is
                  adopting this Plan as a restatement of a prior plan to comply
                  with the GUST Legislation, the provisions of the prior plan
                  control for purposes of applying the combined limitation rules
                  under Codess.415(e) for Limitation Years beginning before the
                  Effective Date of this Plan. For Limitation Years beginning on
                  or after the Effective Date of this Plan, the provisions of
                  this Section 7.5 apply. If for any Limitation Year beginning
                  prior to the date this Plan is adopted as a GUST restatement,
                  the Employer did not comply in operation with the provisions
                  under this Section 7.5 or the provisions of the prior plan, as
                  applicable, the Employer may document under Appendix B 4 of
                  the Agreement how the Plan was operated to comply with the
                  combined limitation rules under Codess.415(e).

         (b)      Special definitions relating to Section 7.5.

                  (1)      Defined Benefit Plan Fraction: A fraction, the
                           numerator of which is the sum of the Participant's
                           Projected Annual Benefit under all the Defined
                           Benefit Plans (whether or not terminated) maintained
                           by the Employer, and the denominator of which is the
                           lesser of 125 percent of the dollar limitation
                           determined for the Limitation Year under Code
                           ss.ss.415(b) and (d) or 140 percent of the
                           Participant's Highest Average Compensation, including
                           any adjustments under Code ss.415(b).

                           Notwithstanding the above, if the Participant was a
                           Participant as of the first day of the first
                           Limitation Year beginning after December 31, 1986, in
                           one or more Defined Benefit Plans maintained by the
                           Employer which were in existence on May 6, 1986, the
                           denominator of this fraction will not be less than
                           125 percent of the sum of the annual benefits under
                           such plans which the Participant had accrued as of
                           the close of the last Limitation Year beginning
                           before January 1, 1987, disregarding any changes in
                           the terms and conditions of the plans after May 5,
                           1986. The preceding sentence applies only if the
                           Defined Benefit Plans individually and in the
                           aggregate satisfied the requirements of Code ss.415
                           for all Limitation Years beginning before January 1,
                           1987.


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                           If the Plan is a Top-Heavy Plan for any Plan Year,
                           100% will be substituted for 125% in the prior
                           paragraph, unless in Part 13, #54.b. of the Agreement
                           [Part 13, #72.b. of the 401(k) Agreement], the
                           Employer provides an extra minimum top-heavy
                           allocation or benefit in accordance with Code
                           ss.416(h) and the regulations thereunder. In any
                           event, if the Top-Heavy Ratio exceeds 90%, then 100%
                           will always be substituted for 125% in the prior
                           paragraph.

                  (2)      Defined Contribution Plan Fraction: A fraction, the
                           numerator of which is the sum of the Annual Additions
                           to the Participant's Account under all the Defined
                           Contribution Plans (whether or not terminated)
                           maintained by the Employer for the current and all
                           prior Limitation Years (including the Annual
                           Additions attributable to the Participant's Employee
                           After-Tax Contributions to all Defined Benefit Plans,
                           whether or not terminated, maintained by the
                           Employer, and the Annual Additions attributable to
                           all welfare benefit funds (as defined under Code
                           ss.419(e)), individual medical accounts (as defined
                           under Code ss.415(l)(2)), and SEPs (as defined under
                           Code ss.408(k)) maintained by the Employer, and the
                           denominator of which is the sum of the maximum
                           aggregate amount for the current and all prior
                           Limitation Years during which the Participant
                           performed service with the Employer (regardless of
                           whether a Defined Contribution Plan was maintained by
                           the Employer during such years). The maximum
                           aggregate amount in any Limitation Year is the lesser
                           of: (i) 125 percent of the Defined Contribution
                           Dollar Limitation in effect under Code
                           ss.415(c)(l)(A) (as determined under Code
                           ss.ss.415(b) and (d)) for such Limitation Year or
                           (ii) 35 percent of the Participant's Total
                           Compensation for such Limitation Year.

                           If the Plan is a Top-Heavy Plan for any Plan Year,
                           100% will be substituted for 125% unless in Part 13,
                           #54.b. of the Agreement [Part 13, #72.b. of the
                           401(k) Agreement], the Employer provides an extra
                           minimum top-heavy allocation or benefit in accordance
                           with Code ss.416(h) and the regulations thereunder.
                           In any event, if the Top-Heavy Ratio exceeds 90%,
                           then 100% will always be substituted for 125%.

                           If the Employee was a Participant as of the end of
                           the first day of the first Limitation Year beginning
                           after December 31, 1986, in one or more Defined
                           Contribution Plans maintained by the Employer which
                           were in existence on May 6, 1986, the numerator of
                           this fraction will be adjusted if the sum of this
                           fraction and the Defined Benefit Plan Fraction would
                           otherwise exceed 1.0 under the terms of this Plan.
                           Under the adjustment, an amount equal to the product
                           of (i) the excess of the sum of the fractions over
                           1.0 times (ii) the denominator of this fraction, will
                           be permanently subtracted from the numerator of this
                           fraction. The adjustment is calculated using the
                           fractions as they would be computed as of the end of
                           the last Limitation Year beginning before January 1,
                           1987, and disregarding any changes in the terms and
                           conditions of the Plan made after May 5, 1986, but
                           using the Code ss.415 limitation applicable to the
                           first Limitation Year beginning on or after January
                           1, 1987.

                           The Annual Additions for any Limitation Year
                           beginning before January 1, 1987 shall not be
                           recomputed to treat all Employee After-Tax
                           Contributions as Annual Additions.

                  (3)      Highest Average Compensation: The average Total
                           Compensation for the three consecutive years of
                           service with the Employer that produces the highest
                           average.

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

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

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


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<PAGE>

                                    ARTICLE 8
                               PLAN DISTRIBUTIONS

Except as provided under Article 9 (Joint and Survivor Annuity Requirements),
this Article 8 governs all distributions to Participants under the Plan.
Sections 8.1 and 8.2 set forth the available distribution options under the Plan
and the amount available for distribution. Section 8.3 sets forth the
Participants' distribution options following termination of employment, Section
8.4 discusses the distribution options upon a Participant's death, and Sections
8.5 and 8.6 set forth the in-service distribution options under the Plan,
including the conditions for receiving a Hardship distribution. Parts 9 and 10
of the Agreement contain the elective provisions for the Employer to identify
the timing of distributions and the permitted distribution events under the
Plan.

8.1      Distribution Options. A Participant who terminates employment with the
         Employer may receive a distribution of his/her vested Account Balance
         at the time and in the manner designated under Part 9 of the Agreement.
         A Participant may receive an in-service distribution prior to his/her
         termination of employment with the Employer only to the extent
         permitted under Part 10 of the Agreement.

         Distributions from the Plan will be made in the form of a lump sum of
         the Participant's entire vested Account Balance, a single sum
         distribution of a portion of the Participant's vested Account Balance,
         installments, annuity payments, or other form as selected under Part 11
         of the Agreement. Unless provided otherwise under Part 11 of the
         Agreement, a Participant may select any combination of the available
         distribution forms.

         If the Employer elects to permit a single sum distribution of a portion
         of the Participant's vested Account Balance, the Employer may limit the
         availability or frequency of subsequent withdrawals under Part 11,
         #40.f. of the Nonstandardized Agreement [Part 11, #58.f. of the
         Nonstandardized 401(k) Agreement]. If the Employer elects under Part 11
         of the Agreement to permit installment payments as an optional form of
         distribution, the Participant (and spouse, if applicable) may elect to
         receive installments in monthly, quarterly, semi-annual, or annual
         payments over a period not exceeding the Life Expectancy of the
         Participant and his/her Designated Beneficiary. The Participant may
         elect at any time to accelerate the payment of all, or any portion, of
         an installment distribution. If the Employer elects under Part 11 of
         the Agreement to permit annuity payments, such annuity payments may not
         be in a form that will provide for payments over a period extending
         beyond either the life of the Participant (or the lives of the
         Participant and his/her designated Beneficiary) or the life expectancy
         of the Participant (or the life expectancy of the Participant and
         his/her designated Beneficiary). The Employer may restrict the
         availability of installment payments or annuity payments under Part 11,
         #40.f. of the Nonstandardized Agreement [Part 11, #58.f. of the
         Nonstandardized 401(k) Agreement].

         If the Plan is subject to the Joint and Survivor Annuity requirements
         under Article 9, the Plan must make distribution in the form of a QJSA
         (as defined in Section 9.4(a)) unless the Participant (and spouse, if
         the Participant is married) elects an alternative distribution form in
         accordance with Section 9.4(d). (See Section 9.1 for the rules
         regarding the application of the Joint and Survivor Annuity
         requirements.)

8.2      Amount Eligible for Distribution. For purposes of determining the
         amount a Participant may receive as a distribution from the Plan, a
         Participant's Account Balance is determined as of the Valuation Date
         (as specified in Part 12 of the Agreement) which immediately precedes
         the date the Participant receives his/her distribution from the Plan.
         For this purpose, the Participant's Account Balance must be increased
         for any contributions allocated to the Participant's Account since the
         most recent Valuation Date and must be reduced for any distributions
         the Participant received from the Plan since the most recent Valuation
         Date. A Participant does not share in any allocation of gains or losses
         attributable to the period between the Valuation Date and the date of
         the distribution under the Plan, unless provided otherwise under Part
         12 of the Agreement or under uniform funding and valuation procedures
         established by the Plan Administrator. In the case of a
         Participant-directed Account, the determination of the value of the
         Participant's Account for distribution purposes is subject to the
         funding and valuation procedures applicable to such directed Account.

8.3      Distributions After Termination of Employment. Subject to the required
         minimum distribution provisions under Article 10, a Participant whose
         employment with the Employer is terminated for any reason, other than
         death, is entitled to receive a distribution of his/her vested Account
         Balance in accordance with this Section 8.3 as of the date selected in
         Part 9 of the Agreement. If a Participant dies while employed by the
         Employer, or dies before distribution of his/her vested Account Balance
         is completed, distribution will be made in accordance with Section 8.4.

         (a)      Account Balance exceeding $5,000. If a Participant's entire
                  vested Account Balance exceeds $5,000 at the time of
                  distribution, the Participant may elect to receive a
                  distribution of his/her vested Account Balance in any form
                  permitted under Part 11 of the Agreement at the time indicated
                  under Part 9, #33 of the Agreement [Part 9, #51 of the 401(k)
                  Agreement]. The Participant must receive proper notice and
                  must consent in writing, in accordance with Section 8.7, prior
                  to receiving a distribution from the Plan. If the Participant
                  does not consent to a distribution upon terminating employment
                  with the Employer, distribution will be made in accordance
                  with Article 10. (Also see Section 8.8 for additional notice
                  requirements.)


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         (b)      Account Balance not exceeding $5,000. If a Participant's
                  entire vested Account Balance does not exceed $5,000 at the
                  time of distribution, the Plan Administrator will distribute
                  the Participant's entire vested Account Balance in a single
                  lump sum at the time indicated under Part 9, #34 of the
                  Agreement [Part 9, #52 of the 401(k) Agreement]. Although the
                  Participant need not consent to receive a distribution under
                  this subsection (b), the Participant must receive the notice
                  described in Section 8.8 (if applicable) prior to receiving
                  the distribution from the Plan. The Employer may modify the
                  rule under this subsection (b) by electing under Part 9,
                  #37.a. of the Agreement [Part 9, #55.a. of the 401(k)
                  Agreement] to require Participant consent prior to a
                  distribution from the Plan, without regard to whether the
                  Participant's vested Account Balance exceeds $5,000 at the
                  time of distribution.

         (c)      Permissible distribution events under a 401(k) plan. A
                  Participant may not receive a distribution of Section 401(k)
                  Deferrals, QNECs, QMACs and Safe Harbor Contributions under
                  this Section 8.3 unless the Participant satisfies one of the
                  following conditions:

                  (1)      The Participant has a "separation from service" with
                           the Employer. For this purpose, a separation from
                           service occurs when an Employee terminates employment
                           with the Employer. If a Participant changes jobs as a
                           result of the Employer's liquidation, merger,
                           consolidation, or other similar transaction, a
                           distribution may be made to the Participant if the
                           Plan Administrator determines the Participant has
                           incurred a separation from service in accordance with
                           rules promulgated under the Code or regulations, or
                           by reason of a ruling or other published guidance
                           from the IRS. A Participant may not receive a
                           distribution by reason of separation from service, or
                           continue to receive an installment distribution based
                           on separation from service, if prior to the time the
                           distribution is made from the Plan, the Participant
                           returns to employment with the Employer.

                  (2)      The Employer is a corporation and the Employer sells
                           substantially all of the assets of a trade or
                           business (within the meaning of ss.409(d)(2) of the
                           Code) to an unrelated corporation, provided the
                           purchaser does not continue to maintain the Plan with
                           respect to the Participant after the sale and the
                           Participant becomes employed by the unrelated
                           corporation as a result of the sale and the
                           distribution is made by the end of the second
                           calendar year after the year of the sale. For this
                           purpose, an Employer is deemed to have sold
                           substantially all of the assets of a trade or
                           business if it sells 85% or more of the total assets
                           of such trade or business.

                  (3)      The Employer is a corporation and the Employer sells
                           a subsidiary to an unrelated corporation, provided
                           the purchaser does not continue to maintain the Plan
                           with respect to the Participant after the sale and
                           the Participant continues to be employed by the
                           unrelated corporation after the sale and the
                           distribution is made by the end of the second
                           calendar year after the year of the sale.

         (d)      Disabled Participant. A terminated Employee who is Disabled at
                  the time of termination, or who becomes Disabled after
                  terminating employment with the Employer, generally is
                  entitled to a distribution in the time and manner specified in
                  Part 9 of the Agreement. However, if so elected in Part 9, #35
                  of the Agreement [Part 9, #53 of the 401(k) Agreement], a
                  terminated Employee who is Disabled at the time of
                  termination, or who becomes Disabled after terminating
                  employment with the Employer, is entitled to a distribution in
                  the time and manner specified in Part 9, #35 of the Agreement
                  [Part 9, #53 of the 401(k) Agreement], to the extent such
                  election will result in an earlier distribution than would
                  otherwise be available under Part 9 of the Agreement.

         (e)      Determining whether vested Account Balance exceeds $5,000. For
                  distributions made on or after October 17, 2000, the
                  determination of whether a Participant's vested Account
                  Balance exceeds $5,000 is based on the value of the
                  Participant's Account as of the most recent Valuation Date. In
                  determining the value of a Participant's Account for
                  distributions made before October 17, 2000, the "lookback
                  rule" may apply. If the lookback rule applies, the
                  Participant's vested Account Balance is deemed to exceed
                  $5,000 for purposes of applying the provisions under this
                  Article 8 and Article 9.

                  For distribution made after March 21, 1999 and before October
                  17, 2000, the "lookback rule" is applicable to a distribution
                  to a Participant if the Participant previously received a
                  distribution when his/her vested Account Balance exceeded
                  $5,000, and either subsection (1) or (2) applies.

                  (1)      The distribution is subject to the Joint and Survivor
                           Annuity requirements of Article 9.

                  (2)      The distribution is not subject to the Joint and
                           Survivor Annuity requirements of Article 9, but a
                           periodic distribution method (e.g., an installment
                           distribution) is currently in effect with respect to
                           the Participant's vested Account Balance, at least
                           one scheduled payment still remains, and when the
                           first periodic payment was made under such election,
                           the vested Account Balance exceeded $5,000.


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                  For distributions made before March 21, 1999, the lookback
                  rule applies to all distributions, without regard to
                  subsections (1) and (2) above. However, the Plan does not fail
                  to satisfy the requirements of this subsection (e) if, prior
                  to the adoption of this Plan, the lookback rule was applied to
                  all distributions (without regard to the limitations described
                  in subsections (1) and (2) above), or if the limitations
                  described in subsections (1) and (2) above were applied to
                  distributions made before March 22, 1999 but in a Plan Year
                  beginning after August 5, 1997.

         (f)      Effective date of $5,000 vested Account Balance rule. The
                  provisions under this Article 8 and Article 9 which refer to a
                  $5,000 vested Account Balance are effective for Plan Years
                  beginning after August 5, 1997, unless a later effective date
                  is specified in the GUST provisions under Appendix B 3.a. of
                  the Agreement. For plan years beginning prior to August 6,
                  1997 (or any later effective date specified in Appendix B 3.a.
                  of the Agreement) any reference under this Article 8 or
                  Article 9 to a $5,000 vested Account Balance should be applied
                  by replacing $5,000 with $3,500.

8.4      Distribution upon the Death of the Participant. The death benefit
         payable with respect to a deceased Participant depends on whether the
         Participant dies after distribution of his Account Balance has
         commenced (see subsection (a) below) or before distribution commences
         (see subsection (b) below).

         (a)      Post retirement death benefit. If a Participant dies after
                  commencing distribution of his/her benefit under the Plan, the
                  death benefit is the benefit payable under the form of payment
                  that has commenced. If a Participant commences distribution
                  prior to death only with respect to a portion of his/her
                  Account Balance, then the rules in subsection (b) apply to the
                  rest of the Account Balance.

         (b)      Pre retirement death benefit. If a Participant dies before
                  commencing distribution of his/her benefit under the Plan, the
                  death benefit that is payable depends on whether the value of
                  the death benefit exceeds $5,000 and whether the Joint and
                  Survivor Annuity requirements of Article 9 apply. If there is
                  both a QPSA death benefit and a non QPSA death benefit, each
                  death benefit is valued separately to determine whether it
                  exceeds $5,000. For death benefits distributed before the
                  $5,000 rule described in Section 8.3(f) is effective,
                  substitute $3,500 for $5,000.

                  (1)      Death benefit not exceeding $5,000. If the value of
                           the pre-retirement death benefit does not exceed
                           $5,000, it shall be paid in a single sum as soon as
                           administratively feasible after the Participant's
                           death.

                  (2)      Death benefit that exceeds $5,000. If the value of
                           the pre-retirement death benefit exceeds $5,000, the
                           payment of the death benefit will depend on whether
                           the Joint and Survivor Annuity requirements apply.

                           (i)      If the Joint and Survivor Annuity
                                    requirements do not apply. In this case, the
                                    entire death benefit is payable in the form
                                    and at the time described below in
                                    subsection (ii)(B).

                           (ii)     If the Joint and Survivor Annuity
                                    requirements apply. In this case, the death
                                    benefit consists of a QPSA death benefit
                                    (see Section 9.3) and, if the QPSA is
                                    defined to be less than 100% of the
                                    Participant's vested Account Balance, a
                                    non-QPSA death benefit. The QPSA death
                                    benefit is payable in accordance with
                                    subsection (A) below, unless the Participant
                                    has waived such death benefit under the
                                    waiver procedures described in Section
                                    9.4(d). In the event there is a proper
                                    waiver of the QPSA death benefit, then such
                                    portion of the death benefit is payable in
                                    the same manner as the non-QPSA death
                                    benefit. The non-QPSA death benefit is
                                    payable in the form and at the time
                                    described below in subsection (B).

                                    (A)      QPSA death benefit. If the
                                             pre-retirement death benefit is
                                             payable in the QPSA form, then it
                                             shall be paid in accordance with
                                             Article 9. If the QPSA death
                                             benefit has not been waived, but
                                             the surviving spouse elects a
                                             different form of payment, then
                                             distribution of the QPSA death
                                             benefit is made in accordance with
                                             the form of payment elected by the
                                             spouse, provided such form of
                                             payment is available under Section
                                             8.1. The surviving spouse may
                                             request the payment of the QPSA
                                             death benefit (in the QPSA form or
                                             in the form elected by the
                                             surviving spouse) as soon as
                                             administratively feasible after the
                                             death of the Participant. However,
                                             payment of the death benefit will
                                             not commence without the consent of
                                             the surviving spouse prior to the
                                             date the Participant would have
                                             reached Normal Retirement Age (or
                                             age 62, if later). If the QPSA
                                             death benefit has been waived, in
                                             accordance with the procedures in
                                             Article 9, then the portion of the
                                             Participant's vested Account
                                             Balance that would have been
                                             payable as a QPSA death benefit in
                                             the absence of such a waiver is
                                             treated as a death benefit payable
                                             under subsection (B).


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                                    (B)      Non-QPSA death benefits. Any
                                             pre-retirement death benefit not
                                             described in subsection (A) is
                                             payable under this paragraph. Such
                                             death benefit is payable in lump
                                             sum as soon as administratively
                                             feasible after the Participant's
                                             death. However, the death benefit
                                             may be payable in a different form
                                             if prescribed by the Participant's
                                             Beneficiary designation, or if the
                                             Beneficiary, before a lump sum
                                             payment of the benefit is made,
                                             requests an election as to the form
                                             of payment. An alternative form of
                                             payment must be one that is
                                             available under Section 8.1.

                  (3)      Minimum distribution requirements. In no event will
                           any death benefit be paid in a manner that is
                           inconsistent with the minimum distribution
                           requirements of Section 10.2. In addition, the
                           Beneficiary of any pre-retirement death benefit
                           described above in subsection (2) may postpone the
                           commencement of the death benefit to a date that is
                           not later than the latest commencement date permitted
                           under Section 10.2, unless such election is
                           prohibited in Part 9, #37.b. of the Agreement [Part
                           9, #55.b. of the 401(k) Agreement].

         (c)      Determining a Participant's Beneficiary. A Participant may
                  designate a Beneficiary to receive the death benefits
                  described in this Section 8.4. Any Beneficiary designation is
                  subject to the rules under subsections (1) (4) below. A
                  Participant may change or revoke a Beneficiary designation at
                  any time by filing a new designation with the Plan
                  Administrator. Any new Beneficiary designation is subject to
                  the spousal consent rules described below, unless the spouse
                  specifically waives such right under a general consent as
                  authorized under Section 9.4(d). Unless specified otherwise in
                  the Participant's designated beneficiary election form, if a
                  Beneficiary does not predecease the Participant but dies
                  before distribution of the death benefit is made to the
                  Beneficiary, the death benefit will be paid to the
                  Beneficiary's estate.

                  The Plan Administrator may request proper proof of the
                  Participant's death and may require the Beneficiary to provide
                  evidence of his/her right to receive a distribution from the
                  Plan in any form or manner the Plan Administrator may deem
                  appropriate. The Plan Administrator's determination of the
                  Participant's death and of the right of a Beneficiary to
                  receive payment under the Plan shall be conclusive. If a
                  distribution is to be made to a minor or incompetent
                  Beneficiary, payments may be made to the person's legal
                  guardian, conservator, or custodian in accordance with the
                  Uniform Gifts to Minors Act or similar law as permitted under
                  the laws of the state where the Beneficiary resides. The Plan
                  Administrator or Trustee will not be liable for any payments
                  made in accordance with this subsection (c) and are not
                  required to make any inquiries with respect to the competence
                  of any person entitled to benefits under the Plan.

                  If a Participant designates his/her spouse as Beneficiary and
                  subsequent to such Beneficiary designation, the Participant
                  and spouse are divorced or legally separated, the designation
                  of the spouse as Beneficiary under the Plan is automatically
                  rescinded unless specifically provided otherwise under a
                  divorce decree or QDRO, or unless the Participant enters into
                  a new Beneficiary designation naming the prior spouse as
                  Beneficiary.

                  (1)      Spousal consent to Beneficiary designation:
                           post-retirement death benefit. If a Participant is
                           married at the time distribution commences to the
                           Participant, the Beneficiary of any post-retirement
                           death benefit is the Participant's surviving spouse,
                           regardless of whether the Joint and Survivor Annuity
                           requirements under Article 9 apply, unless there is
                           no surviving spouse or the spouse has consented to
                           the Beneficiary designation in a manner that is
                           consistent with the requirements for a Qualified
                           Election under Section 9.4(d), or makes a valid
                           disclaimer of the benefit. If the Joint and Survivor
                           Annuity requirements apply, the spouse is determined
                           as of the Distribution Commencement Date for purposes
                           of this spousal consent requirement. If the Joint and
                           Survivor Annuity requirements do not apply, the
                           spouse is determined as of the Participant's date of
                           death for purposes of this spousal consent
                           requirement.

                  (2)      Spousal consent to Beneficiary designation:
                           pre-retirement death benefit. The rules for spousal
                           consent depend on whether the Joint and Survivor
                           Annuity requirements in Article 9 apply.

                           (i)      If the Joint and Survivor Annuity
                                    requirements apply. In this case, the QPSA
                                    death benefit will be payable in accordance
                                    with Section 9.3. The QPSA death benefit may
                                    be payable to a non-spouse Beneficiary only
                                    if the spouse consents to the Beneficiary
                                    designation, pursuant to the Qualified
                                    Election requirements under Section 9.4(d),
                                    or makes a valid disclaimer. The non-QPSA
                                    death benefit, if any, is payable to the
                                    person named in the Beneficiary designation,
                                    without regard to whether spousal consent is
                                    obtained for such designation. If a spouse
                                    does not properly consent to a Beneficiary
                                    designation, the QPSA waiver is invalid, and
                                    the QPSA death benefit is still payable to
                                    the spouse, but the Beneficiary designation
                                    remains valid with respect to any non-QPSA
                                    death benefit.


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                           (ii)     If the Joint and Survivor Annuity
                                    requirements do not apply. In this case, the
                                    surviving spouse (determined at the time of
                                    the Participant's death), if any, must be
                                    treated as the sole Beneficiary, regardless
                                    of any contrary Beneficiary designation,
                                    unless there is no surviving spouse, or the
                                    spouse has consented to the Beneficiary
                                    designation in a manner that is consistent
                                    with the requirements for a Qualified
                                    Election under Section 9.4(d) or makes a
                                    valid disclaimer.

                  (3)      Default beneficiaries. To the extent a Beneficiary
                           has not been named by the Participant (subject to the
                           spousal consent rules discussed above) and is not
                           designated under the terms of this Plan to receive
                           all or any portion of the deceased Participant's
                           death benefit, such amount shall be distributed to
                           the Participant's surviving spouse (if the
                           Participant was married at the time of death). If the
                           Participant does not have a surviving spouse at the
                           time of death, distribution will be made to the
                           Participant's surviving children, in equal shares. If
                           the Participant has no surviving children,
                           distribution will be made to the Participant's
                           estate. The Employer may modify the default
                           beneficiary rules described in this subparagraph by
                           addition attaching appropriate language as an
                           addendum to the Agreement.

                  (4)      One-year marriage rule. The Employer may elect under
                           Part 11, #41.c. of the Agreement [Part 11, #59.c. of
                           the 401(k) Agreement], for purposes of applying the
                           provisions of this Section 8.4, that an individual
                           will not be considered the surviving spouse of the
                           Participant if the Participant and the surviving
                           spouse have not been married for the entire one-year
                           period ending on the date of the Participant's death.

8.5      Distributions Prior to Termination of Employment.

         (a)      Employee After Tax Contributions, Rollover Contributions, and
                  transfers. A Participant may withdraw at any time, upon
                  written request, all or any portion of his/her Account Balance
                  attributable to Employee After Tax Contributions or Rollover
                  Contributions. Any amounts transferred to the Plan pursuant to
                  a Qualified Transfer (as defined in Section 3.3(d)) also may
                  be withdrawn at any time pursuant to a written request. No
                  forfeiture will occur solely as a result of an Employer's
                  withdrawal of Employee After Tax Contributions. The Employer
                  may elect in Part 10, #39.d. of the Nonstandardized Agreement
                  [Part 10, #57.d. of the Nonstandardized 401(k) Agreement] to
                  modify the availability of in service withdrawals of Employee
                  After Tax Contributions, Rollover Contributions, or Qualified
                  Transfers.

                  With respect to transfers (other than Qualified Transfers) and
                  subject to the restrictions on distributions of transferred
                  assets under Section 3.3, a Participant may request a
                  distribution of all or any portion of his/her Transfer Account
                  only as permitted under this Article with respect to
                  contributions of the same type as are being withdrawn.

         (b)      Employer Contributions. Except as provided in Section 14.10
                  dealing with defaulted Participant loans, a Participant may
                  receive a distribution of all or any portion of his/her vested
                  Account Balance attributable to Employer Contributions prior
                  to termination of employment only as permitted under Part 10
                  of the Agreement. If the Joint and Survivor Annuity
                  requirements under Article 9 apply to the Participant, the
                  Participant's spouse (if the Participant is married at the
                  time of distribution) must consent to a distribution in
                  accordance with Section 9.2.

                  The Employer may elect under the profit sharing or 401(k) plan
                  Agreement to permit in-service distributions of Employer
                  Contributions (other than Section 401(k) Deferrals, QMACs,
                  QNECs, and Safe Harbor Contributions) upon the occurrence of a
                  specified event or upon the completion of a certain number of
                  years. In no case, however, may a distribution that is made
                  solely on account of the completion of a designated number of
                  years be made with respect to Employer Contributions that have
                  been accumulated in the Plan for less than 2 years. This rule
                  does not apply if the Participant has been an Eligible
                  Participant in the Plan for at least 5 years. An in-service
                  distribution may be made on account of a specified event
                  (other than the completion of a designated number of years) at
                  any time, if authorized under Part 10 of the Agreement.

                  If a Participant with a partially vested benefit receives an
                  in-service distribution under the Plan, the special vesting
                  schedule under Section 4.8 must be applied to determine the
                  Participant's vested percentage in his/her remaining Account
                  Balance. This special vesting schedule will not apply if the
                  Employer limits the availability of in-service distributions
                  under Part 10 of the Agreement to Participants who are 100%
                  vested.

         (c)      Section 401(k) Deferrals, Qualified Nonelective Contributions,
                  Qualified Matching Contributions, and Safe Harbor
                  Contributions. If the Employer has adopted the 401(k)
                  Agreement, a Participant may receive an in service
                  distribution of all or any portion of his/her Section 401(k)
                  Deferral Account, QMAC Account, QNEC Account, Safe Harbor
                  Matching Contribution Account and Safe Harbor Nonelective
                  Contribution Account only as permitted under Part 10 of the
                  Agreement. No provision in this Plan or in Part 10 of the


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                  Agreementmay be interpreted to permit a Participant to receive
                  a distribution of such amounts prior to the occurrence of one
                  of the following events:

                  (1)      the Participant becoming Disabled;

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

                  (3)      the Participant's Hardship (as defined in Section
                           8.6).

         (d)      Corrective distributions. Nothing in this Article 8 precludes
                  the Plan Administrator from making a distribution to a
                  Participant, to the extent such distribution is made to
                  correct a qualification defect in accordance with the
                  corrective procedures under the IRS' voluntary compliance
                  programs. Thus, for example, nothing in this Article 8 would
                  preclude the Plan from making a corrective distribution to an
                  Employee who received contributions under the Plan prior to
                  becoming an Eligible Participant. Any such distribution must
                  be made in accordance with the correction procedures
                  applicable under the IRS' voluntary correction programs.

8.6      Hardship Distribution. To the extent permitted under Part 10 of the
         Agreement, a Participant may receive an in-service distribution on
         account of a Hardship. The Employer may elect under Part 10, #38.c. of
         the Agreement [Part 10, #56.c. of the 401(k) Agreement] to permit a
         Hardship distribution only if the Participant satisfies the safe harbor
         Hardship requirements under subsection (a) below. Alternatively, the
         Employer may elect under Part 10, #38.d. of the Agreement [Part 10,
         #56.d. of the 401(k) Agreement] to permit a Hardship distribution of
         Employer Contributions (other than Section 401(k) Deferrals) in
         accordance with the requirements of subsection (b) below. A Hardship
         distribution of Section 401(k) Deferrals must meet the requirements of
         a safe harbor Hardship as described under subsection (a) below. A
         Hardship distribution under this Section 8.6 is not available for
         QNECs, QMACs or Safe Harbor Contributions.

         (a)      Safe harbor Hardship distribution. To qualify for a safe
                  harbor Hardship, a Participant must demonstrate an immediate
                  and heavy financial need, as described in subsection (1), and
                  must satisfy the conditions described in subsection (2).

                  (1)      Immediate and heavy financial need. To be considered
                           an immediate and heavy financial need, the Hardship
                           distribution must be made on account of one of the
                           following events:

                           (i)      the incurrence of medical expenses (as
                                    described in ss.213(d) of the Code), of the
                                    Participant, the Participant's spouse or
                                    dependents;

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

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

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

                           (v)      any other event that the IRS recognizes as a
                                    safe harbor Hardship distribution event
                                    under ruling, notice or other guidance of
                                    general applicability.

                           A Participant must provide the Plan Administrator
                           with a written request for a Hardship distribution.
                           The Plan Administrator may require written
                           documentation, as it deems necessary, to sufficiently
                           document the existence of a proper Hardship event.

                  (2)      Conditions for taking a safe harbor Hardship
                           withdrawal. A Participant may receive a safe harbor
                           Hardship withdrawal only if all of the following
                           conditions are satisfied.

                           (i)      The Participant has obtained all available
                                    distributions, other than Hardship
                                    distributions, and all nontaxable loans
                                    under the Plan and all other qualified plans
                                    maintained by the Employer.

                           (ii)     The Participant is suspended from making any
                                    Section 401(k) Deferrals (and any Employee
                                    After-Tax Contributions) under the Plan or
                                    any other plans (other than welfare benefit
                                    plans) maintained by the Employer for 12
                                    months after the receipt of the Hardship
                                    distribution.


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                           (iii)    The distribution is not in excess of the
                                    amount of the 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).

                           (iv)     The limitation on Elective Deferrals under
                                    Code ss.402(g) for the Participant for the
                                    taxable year immediately following the
                                    taxable year of the Hardship distribution is
                                    reduced by the amount of any Elective
                                    Deferrals the Participant made during the
                                    taxable year of the Hardship distribution.

         (b)      Non safe harbor Hardship distribution. The Employer may elect
                  under Part 10, #38.d. of the Agreement [Part 10, #56.d. of the
                  401(k) Agreement] to permit a Hardship distribution of
                  Employer Contributions (other than Section 401(k) Deferrals)
                  on account of an immediate and heavy financial need (as
                  described in subsection (a)(1) above), but without regard to
                  the requirements of subsection (a)(2) above. Solely for the
                  purpose of applying this subsection (b), a Hardship
                  distribution will be on account of an immediate and heavy
                  financial need if such Hardship distribution is made to pay
                  for funeral expenses for a family member of the Participant or
                  upon the Participant's Disability. The Employer may add other
                  permitted Hardship events under Part 10, #39.d. of the
                  Nonstandardized Agreement [Part 10, #57.d. of the
                  Nonstandardized 401(k) Agreement]. A non safe harbor Hardship
                  distribution is not available for Section 401(k) Deferrals,
                  QNECs, QMACs, or Safe Harbor Contributions.

         (c)      Amount available for distribution. A Participant may receive a
                  Hardship distribution of any portion of his/her vested
                  Employer Contribution Account or Employer Matching
                  Contribution Account (including earnings thereon), as
                  permitted under Part 10 of the Agreement. A Participant may
                  receive a Hardship distribution of any portion of his/her
                  Section 401(k) Deferral Account, if permitted under Part 10 of
                  the Agreement, provided such distribution, when added to other
                  Hardship distributions from Section 401(k) Deferrals, does not
                  exceed the total Section 401(k) Deferrals the Participant has
                  made to the Plan (increased by income allocable to such
                  Section 401(k) Deferrals that was credited by the later of
                  December 31, 1988 or the end of the last Plan Year ending
                  before July 1, 1989). A Participant may not receive a Hardship
                  distribution from his/her QNEC Account, QMAC Account, Safe
                  Harbor Nonelective Contribution Account or Safe Harbor
                  Matching Contribution Account.

8.7      Participant Consent. If the value of a Participant's entire vested
         Account Balance exceeds $5,000 (as determined in accordance with
         Section 8.3(e)), the Participant must consent to any distribution of
         such Account Balance prior to his/her Required Beginning Date (as
         defined in Section 10.3(a)). The Employer may modify this provision
         under Part 9, #37.b. of the Agreement [Part 9, #55.b. of the 401(k)
         Agreement] to provide for automatic distribution to a terminated
         Participant (or Beneficiary) as of the date the Participant attains (or
         would have attained if not deceased) the later of Normal Retirement Age
         or age 62. A Participant must consent in writing to a distribution
         under this Section 8.7 within the 90-day period ending on the
         Distribution Commencement Date (as defined in Section 22.56). If the
         Participant is subject to the Joint and Survivor Annuity requirements
         under Article 9 of this Plan, the Participant's spouse (if the
         Participant is married at the time of the distribution) also must
         consent to the distribution in accordance with Section 9.2. If the
         distribution is an Eligible Rollover Distribution, the Participant must
         also direct the Plan Administrator as to whether he/she wants a Direct
         Rollover and if so, the name of the Eligible Retirement Plan to which
         the distribution will be made. (See Section 8.8 for more information
         regarding the Direct Rollover rules.)

         (a)      Participant notice. Prior to receiving a distribution from the
                  Plan, the Participant must be notified of his/her right to
                  defer any distribution from the Plan in accordance with the
                  provisions under Article 10 of this BPD. The notification
                  shall include a general description of the material features
                  and the relative values of the optional forms of benefit
                  available under the Plan (consistent with the requirements
                  under Codess.417(a)(3)). The notice must be provided no less
                  than 30 days and no more than 90 days prior to the
                  Participant's Distribution Commencement Date. However,
                  distribution may commence less than 30 days after the notice
                  is given, if the Participant is clearly informed of his/her
                  right to take 30 days after receiving the notice to decide
                  whether or not to elect a distribution (and, if applicable, a
                  particular distribution option), and the Participant, after
                  receiving the notice, affirmatively elects to receive the
                  distribution prior to the expiration of the 30 day minimum
                  period. (But see Section 9.5(a) for the rules regarding the
                  timing of distributions when the Joint and Survivor Annuity
                  requirements apply.) The notice requirements described in this
                  paragraph may be satisfied by providing a summary of the
                  required information, so long as the conditions described in
                  applicable regulations for the provision of such a summary are
                  satisfied, and the full notice is also provided (without
                  regard to the 90 day period described in this subsection).

         (b)      Special rules. The consent rules under this Section 8.7 apply
                  to distributions made after the Participant's termination of
                  employment and to distributions made prior to the
                  Participant's termination of employment. However, the consent
                  of the Participant (and the Participant's spouse, if
                  applicable) shall not be required to the extent that a
                  distribution is made:

                  (1)      to satisfy the required minimum distribution rules
                           under Article 10;


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                  (2)      to satisfy the requirements of Code ss.415, as
                           described in Article 7;

                  (3)      to correct Excess Deferrals, Excess Contributions or
                           Excess Aggregate Contributions, as described in
                           Article 17.

                  In addition, if distributions are being made on account of the
                  termination of the Plan, and an annuity option is not
                  available under the Plan, the Participant's Account Balance
                  will, without the Participant's consent, be distributed to the
                  Participant, without regard to the value of the Participant's
                  vested Account Balance, unless the Employer (or any Related
                  Employer) maintains another Defined Contribution Plan (other
                  than an employee stock ownership plan as defined in Code
                  ss.4975(e)(7)). If the Employer or any Related Employer
                  maintains another Defined Contribution Plan (other than an
                  employee stock ownership plan), then the Participant's Account
                  Balance will be transferred, without the Participant's
                  consent, to the other plan, if the Participant does not
                  consent to an immediate distribution (to the extent consent to
                  an immediate distribution is otherwise required under this
                  Section 8.7).

8.8      Direct Rollovers. This Section 8.8 applies to distributions made on or
         after January 1, 1993. Notwithstanding any provision in the Plan to the
         contrary, a Participant may elect to have all or any portion of an
         Eligible Rollover Distribution paid directly to an Eligible Retirement
         Plan in a Direct Rollover. If a Participant elects a Direct Rollover of
         only a portion of an Eligible Rollover Distribution, the Plan
         Administrator may require that the amount being rolled over equals at
         least $500.

         For purposes of this Section 8.8, a Participant includes a Participant
         or former Participant. In addition, this Section applies to any
         distribution from the Plan made to a Participant's surviving spouse or
         to a Participant's spouse or former spouse who is the Alternate Payee
         under a QDRO, as defined in Section 22.151.

         If it is reasonable to expect (at the time of the distribution) that
         the total amount the Participant will receive as a distribution during
         the calendar year will total less than $200, the Employer need not
         offer the Participant a Direct Rollover option with respect to such
         distribution.

         (a)      Eligible Rollover Distribution. An Eligible Rollover
                  Distribution is any distribution of all or any portion of a
                  Participant's Account Balance, except for the following
                  distributions:

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

                  (2)      any distribution to the extent such distribution is a
                           required minimum distribution under Article 10;

                  (3)      the portion of any distribution that is not
                           includible in gross income (determined without regard
                           to the exclusion for net unrealized appreciation with
                           respect to Employer securities);

                  (4)      an in-service Hardship withdrawal of Section 401(k)
                           Deferrals, as described in subsection (e) below; and

                  (5)      a distribution made to satisfy the requirements of
                           Code ss.415, as described in Article 7, or a
                           distribution to correct Excess Deferrals, Excess
                           Contributions or Excess Aggregate Contributions, as
                           described in Article 17.

         (b)      Eligible Retirement Plan. An Eligible Retirement Plan is:

                  (1)      an individual retirement account described in
                           ss.408(a) of the Code;

                  (2)      an individual retirement annuity described in
                           ss.408(b) of the Code;

                  (3)      an annuity plan described in ss.403(a) of the Code;
                           or

                  (4)      a qualified plan described in ss.401(a) of the Code.

                  However, in the case of an Eligible Rollover Distribution to a
                  surviving spouse, an Eligible Retirement Plan is only an
                  individual retirement account or individual retirement
                  annuity.

         (c)      Direct Rollover. A Direct Rollover is a payment made directly
                  from the Plan to the Eligible Retirement Plan specified by the
                  Participant. The Plan Administrator may develop reasonable
                  procedures for accommodating Direct Rollover requests.


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         (d)      Direct Rollover notice. A Participant entitled to an Eligible
                  Rollover Distribution must receive a written explanation of
                  his/her right to a Direct Rollover, the tax consequences of
                  not making a Direct Rollover, and, if applicable, any
                  available special income tax elections. The notice must be
                  provided within the same 30 - 90 day timeframe applicable to
                  the Participant consent notice under Section 8.7(a). The
                  Direct Rollover notice must be provided to all Participants,
                  unless the total amount the Participant will receive as a
                  distribution during the calendar year is expected to be less
                  than $200.

                  If a Participant terminates employment with a total vested
                  Account Balance of $5,000 or less (as determined under Section
                  8.3(e)) and the Participant does not respond to the Direct
                  Rollover notice indicating whether a Direct Rollover is
                  desired and the name of the Eligible Retirement Plan to which
                  the Direct Rollover is to be made, the Plan Administrator will
                  distribute the Participant's entire vested Account Balance (in
                  accordance with Section 8.3(b)) no earlier than 30 days and no
                  later than 90 days following the provision of the notice under
                  Section 8.7. The notice will describe the procedures for
                  making a default distribution under this paragraph, including
                  any rules for making a default Direct Rollover to an IRA. Any
                  default provisions described under the notice must be applied
                  uniformly and in a nondiscriminatory manner. If the notice
                  provides for a default Direct Rollover, the default
                  distribution will be made as a Direct Rollover to the IRA
                  designated under the notice. The notice must contain pertinent
                  information regarding the Direct Rollover, including the name,
                  address, and telephone number of the IRA trustee and
                  information regarding IRA maintenance and withdrawal fees and
                  how the IRA funds will be invested. The notice will describe
                  the timing of the Direct Rollover and the Participant's
                  ability to affirmatively opt out of the Direct Rollover. The
                  selection of an IRA trustee, custodian or issuer and the
                  selection of IRA investments for purposes of a default Direct
                  Rollover constitutes a fiduciary act subject to the general
                  fiduciary standards and prohibited transaction provisions of
                  ERISA.

         (e)      Special rules for Hardship withdrawals of Section 401(k)
                  Deferrals. A Hardship withdrawal of Section 401(k) Deferrals
                  (as described in Codess.401(k)(2)(B)(i)(IV)) is not an
                  Eligible Rollover Distribution to the extent such withdrawal
                  is made after December 31, 1998 or, if later, the first day
                  (but not later than January 1, 2000) that the Plan
                  Administrator begins to treat such Hardship withdrawals as
                  ineligible for rollover. Subject to any contrary pronouncement
                  under statute, regulation or IRS guidance, the Employer may
                  treat a Hardship withdrawal of Section 401(k) Deferrals as an
                  Eligible Rollover Distribution if the Participant otherwise
                  satisfies a non Hardship distribution event described in
                  Codess.401(k)(2) or (10) at the time of the withdrawal,
                  regardless of whether the Plan's procedures characterizes such
                  distribution as a Hardship withdrawal.

8.9      Sources of Distribution. Unless provided otherwise in separate
         administrative provisions adopted by the Plan Administrator, in
         applying the distribution provisions under this Article 8,
         distributions will be made on a pro rata basis from all Accounts from
         which a distribution is permitted under this Article. Alternatively,
         the Plan Administrator may permit Participants to direct the Plan
         Administrator as to which Account the distribution is to be made.
         Regardless of a Participant's direction as to the source of any
         distribution, the tax effect of such a distribution will be governed by
         Code ss.72 and the regulations thereunder.

         (a)      Exception for Hardship withdrawals. If the Plan permits a
                  Hardship withdrawal from both Section 401(k) Deferrals and
                  Employer Contributions, a Hardship distribution will first be
                  treated as having been made from a Participant's Employer
                  Contribution Account and then from the Employer's Matching
                  Contribution Account, to the extent such Hardship distribution
                  is available with respect to such Accounts. Only when all
                  available amounts have been exhausted under the Participant's
                  Employer Contribution Account and/or Employer Matching
                  Contribution Account will a Hardship distribution be made from
                  a Participant's Section 401(k) Deferral Account. The Plan
                  Administrator may modify this provision in separate
                  administrative procedures.

         (b)      In kind distributions. Nothing in this Article precludes the
                  Plan Administrator from making a distribution in the form of
                  property, or other in kind distribution


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                                    ARTICLE 9
                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

This Article provides rules concerning the application of the Joint and Survivor
Annuity requirements under this Plan. If the Plan is a profit sharing plan or a
401(k) plan, Part 11, #41.b. of the Agreement [Part 11, #59.b. of the 401(k)
Agreement] permits the Employer to apply the Joint and Survivor Annuity
requirements to all Participants under the Plan. If the Employer does not elect
to apply the Joint and Survivor Annuity requirements to all Participants, the
Plan is only subject to the Joint and Survivor Annuity requirements to the
extent required under Section 9.1(b) of this Article.

9.1      Applicability. Except as provided in Section 9.6 below, this Article 9
         applies to any distribution received by a Participant under the money
         purchase plan Agreement or the target benefit plan Agreement. For a
         profit sharing plan or 401(k) plan, the following rules apply.

         (a)      Election to have requirements apply. If this Plan is a profit
                  sharing plan or a 401(k) plan, and the Employer elects under
                  Part 11, #41.b. of the profit sharing plan Agreement or Part
                  11, #59.b. of the 401(k) Agreement to apply the Joint and
                  Survivor Annuity requirements, then this Article 9 applies in
                  the same manner as it does to a money purchase plan or a
                  target benefit plan.

         (b)      Election to have requirements not apply. If this Plan is a
                  profit sharing plan or a 401(k) plan, and the Employer elects
                  under Part 11, #41.a. of the profit sharing plan Agreement or
                  Part 11, #59.a. of the 401(k) Agreement not to apply the Joint
                  and Survivor Annuity requirements, this Article 9 generally
                  will not apply to distributions from the Plan. However, the
                  rules of this Article 9 will apply to a Participant under the
                  following conditions:

                  (1)      the Participant elects to receive his/her benefit in
                           the form of a life annuity (if a life annuity is a
                           permissible distribution option under Part 11 of the
                           Agreement); or

                  (2)      the Participant has received a direct or indirect
                           transfer of benefits (other than a Qualified Transfer
                           as defined in Section 3.3(d)) from any plan which was
                           subject to the Joint and Survivor Annuity
                           requirements at the time of the transfer (but only to
                           such transferred benefits); or

                  (3)      the Participant's benefits under the Plan are used to
                           offset the benefits under another plan of the
                           Employer that is subject to the Joint and Survivor
                           Annuity requirements.

                  Nothing in this subsection (b) prohibits a Plan Administrator
                  from developing administrative procedures that apply the
                  spousal consent requirements outlined in this Article 9 to a
                  Plan that is not otherwise subject to the Joint and Survivor
                  Annuity requirements. For example, the Plan Administrator may
                  require under separate administrative procedures to require
                  spousal consent to Participant distributions or may in a
                  separate loan procedure require spousal consent prior to
                  granting a Participant loan, without subjecting the Plan to
                  the Joint and Survivor Annuity requirements.

         (c)      Accumulated deductible employee contributions. For purposes of
                  applying the rules under this Section 9.1, any distribution
                  from a separate Account under a money purchase plan or a
                  target benefit plan which is attributable solely to
                  accumulated deductible employee contributions, as defined in
                  Code ss.72(o)(5)(B), is treated as a distribution from a
                  profit sharing plan or 401(k) plan for which the rules under
                  subsection (b) above apply.

9.2      Qualified Joint and Survivor Annuity (QJSA. If the Joint and Survivor
         Annuity requirements apply to a Participant, any distribution from the
         Plan to that Participant must be in the form of a QJSA (as defined in
         Section 9.4(a)), unless the Participant (and the Participant's spouse,
         if the Participant is married) elects to receive the distribution in an
         alternative form, as authorized under Part 11 of the Agreement. Any
         election of an alternative form of distribution must be pursuant to a
         Qualified Election. Only the Participant needs consent (pursuant to
         Section 8.7) to the commencement of a distribution in the form of a
         QJSA.

9.3      Qualified Preretirement Survivor Annuity (QPSA. If the Joint and
         Survivor Annuity requirements apply to a Participant who dies before
         the Distribution Commencement Date, the spouse of that Participant is
         entitled to receive a QPSA (as defined in Section 9.4(b)), unless the
         Participant and spouse have waived the QPSA pursuant to a Qualified
         Election. The Employer may elect under Part 11, #41.c. of the Agreement
         [Part 11, #59.c. of the 401(k) Agreement] that a surviving spouse is
         not entitled to a QPSA benefit if the Participant and surviving spouse
         were not married throughout the one year period ending on the date of
         the Participant's death. Any portion of a Participant's vested Account
         Balance that is not payable to the surviving spouse as a QPSA (or other
         form elected by the surviving spouse) constitutes a non-QPSA death
         benefit and is payable under the rules described in Section 8.4.


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9.4      Definitions.

         (a)      Qualified Joint and Survivor Annuity (QJSA). A QJSA is an
                  immediate annuity payable over the life of the Participant
                  with a survivor annuity payable over the life of the spouse.
                  If the Participant is not married as of the Distribution
                  Commencement Date, the QJSA is an immediate annuity payable
                  over the life of the Participant. The survivor annuity must
                  provide for payments to the surviving spouse equal to 50% of
                  the payments that the Participant is entitled under the
                  annuity during the joint lives of the Participant and the
                  spouse. The Employer may elect under Part 11, #41.b. of the
                  Agreement [Part 11, #59.b. of the 401(k) Agreement] to make
                  payments to the surviving spouse equal to 100%, 75% or 66 2/3%
                  (instead of 50%) of the payments the Participant is entitled
                  to under the annuity.

         (b)      Qualified Preretirement Survivor Annuity (QPSA). A QPSA is an
                  annuity payable over the life of the surviving spouse that is
                  purchased using 50% of the Participant's vested Account
                  Balance as of the date of death. The Employer may elect under
                  Part 11, #41.b. of the Agreement [Part 11, #59.b. of the
                  401(k) Agreement] to provide a QPSA equal to 100% (instead of
                  50%) of the Participant's vested Account Balance. The
                  remaining vested Account Balance will be distributed in
                  accordance with the death distribution provisions under
                  Section 8.4. To the extent the Participant's vested Account
                  Balance is derived from Employee After Tax Contributions, the
                  QPSA will share in the Employee After Tax Contributions in the
                  same proportion as the Employee After Tax Contributions bear
                  to the total vested Account Balance of the Participant.

                  The surviving spouse may elect to have the QPSA distributed at
                  any time following the Participant's death (subject to the
                  required minimum distribution rules under Article 10) and may
                  elect to receive distribution in any form permitted under
                  Section 8.1 of the Plan. If the surviving spouse fails to
                  elect distribution upon the Participant's death, the QPSA
                  benefit will be distributed in accordance with Section 8.4.

         (c)      Distribution Commencement Date. The Distribution Commencement
                  Date is the date an Employee commences distributions from the
                  Plan. If a Participant commences distribution with respect to
                  a portion of his/her Account Balance, a separate Distribution
                  Commencement Date applies to any subsequent distribution. If
                  distribution is made in the form of an annuity, the
                  Distribution Commencement Date is the first day of the first
                  period for which annuity payments are made.

         (d)      Qualified Election. A Participant (and the Participant's
                  spouse) may waive the QJSA or QPSA pursuant to a Qualified
                  Election. If it is established to the satisfaction of a plan
                  representative that there is no spouse or that the spouse
                  cannot be located, any waiver signed by the Participant is
                  deemed to be a Qualified Election. For this purpose, a
                  Participant will be deemed to not have a spouse if the
                  Participant is legally separated or has been abandoned and the
                  Participant has a court order to such effect. However, a
                  former spouse of the Participant will be treated as the spouse
                  or surviving spouse and any current spouse will not be treated
                  as the spouse or surviving spouse to the extent provided under
                  a QDRO.

                  A Qualified Election is a written election signed by both the
                  Participant and the Participant's spouse (if applicable) that
                  specifically acknowledges the effect of the election. The
                  spouse's consent must be witnessed by a plan representative or
                  notary public. In the case of a waiver of the QJSA, the
                  election must designate an alternative form of benefit payment
                  that may not be changed without spousal consent (unless the
                  spouse enters into a general consent agreement expressly
                  permitting the Participant to change the form of payment
                  without any further spousal consent). In the case of a waiver
                  of the QPSA, the election must be made within the QPSA
                  Election Period and the election must designate a specific
                  alternate Beneficiary, including any class of Beneficiaries or
                  any contingent Beneficiaries, which may not be changed without
                  spousal consent (unless the spouse enters into a general
                  consent agreement expressly permitting the Participant to
                  change the Beneficiary designation without any further spousal
                  consent).

                  Any consent by a spouse under a Qualified Election (or a
                  determination that the consent of a spouse is not required)
                  shall be effective only with respect to such spouse. If the
                  Qualified Election permits the Participant to change a payment
                  form or Beneficiary designation without any further consent by
                  the spouse, the Qualified Election must acknowledge that the
                  spouse has the right to limit consent to a specific form of
                  benefit or a specific Beneficiary, as applicable, and that the
                  spouse voluntarily elects to relinquish either or both of such
                  rights. A Participant or spouse may revoke a prior waiver of
                  the QPSA benefit at any time before the commencement of
                  benefits. Spousal consent is not required for a Participant to
                  revoke a prior QPSA waiver. No consent obtained under this
                  provision shall be valid unless the Participant has received
                  notice as provided in Section 9.5 below.

         (e)      QPSA Election Period. A Participant (and the Participant's
                  spouse) may waive the QPSA at any time during the QPSA
                  Election Period. The QPSA Election Period is the period
                  beginning on the first day of the Plan Year in which the
                  Participant attains age 35 and ending on the date of the
                  Participant's death. If a Participant separates from service
                  prior to the first day of the Plan Year in which age 35 is
                  attained, with respect to the Account Balance as of the date
                  of separation, the QPSA Election Period begins on the date of
                  separation.


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         (f)      Pre Age 35 Waiver. A Participant who has not yet attained age
                  35 as of the end of a Plan Year may make a special Qualified
                  Election to waive, with spousal consent, the QPSA for the
                  period beginning on the date of such election and ending on
                  the first day of the Plan Year in which the Participant will
                  attain age 35. Such election is not valid unless the
                  Participant receives the proper notice required under Section
                  9.5 below. QPSA coverage is automatically reinstated as of the
                  first day of the Plan Year in which the Participant attains
                  age 35. Any new waiver on or after such date must satisfy all
                  the requirements for a Qualified Election.

9.5      Notice Requirements.

         (a)      QJSA. In the case of a QJSA, the Plan Administrator shall
                  provide each Participant with a written explanation of: (1)
                  the terms and conditions of the QJSA; (2) the Participant's
                  right to make and the effect of an election to waive the QJSA
                  form of benefit; (3) the rights of the Participant's spouse;
                  and (4) the right to make, and the effect of, a revocation of
                  a previous election to waive the QJSA. The notice must be
                  provided to each Participant under the Plan no less than 30
                  days and no more than 90 days prior to the Distribution
                  Commencement Date.

                  A Participant may commence receiving a distribution in a form
                  other than a QJSA less than 30 days after receipt of the
                  written explanation described in the preceding paragraph
                  provided: (1) the Participant has been provided with
                  information that clearly indicates that the Participant has at
                  least 30 days to consider whether to waive the QJSA and elect
                  (with spousal consent) a form of distribution other than a
                  QJSA; (2) the Participant is permitted to revoke any
                  affirmative distribution election at least until the
                  Distribution Commencement Date or, if later, at any time prior
                  to the expiration of the 7-day period that begins the day
                  after the explanation of the QJSA is provided to the
                  Participant; and (3) the Distribution Commencement Date is
                  after the date the written explanation was provided to the
                  Participant. For distributions on or after December 31, 1996,
                  the Distribution Commencement Date may be a date prior to the
                  date the written explanation is provided to the Participant if
                  the distribution does not commence until at least 30 days
                  after such written explanation is provided, subject to the
                  waiver of the 30-day period.

         (b)      QPSA. In the case of a QPSA, the Plan Administrator shall
                  provide each Participant within the applicable period for such
                  Participant a written explanation of the QPSA in such terms
                  and in such manner as would be comparable to the explanation
                  provided for the QJSA in subsection (a) above. The applicable
                  period for a Participant is whichever of the following periods
                  ends last: (1) the period beginning with the first day of the
                  Plan Year in which the Participant attains age 32 and ending
                  with the close of the Plan Year preceding the Plan Year in
                  which the Participant attains age 35; (2) a reasonable period
                  ending after the individual becomes a Participant; or (3) a
                  reasonable period ending after the joint and survivor annuity
                  requirements first apply to the Participant. Notwithstanding
                  the foregoing, notice must be provided within a reasonable
                  period ending after separation from service in the case of a
                  Participant who separates from service before attaining age
                  35.

                  For purposes of applying the preceding paragraph, a reasonable
                  period ending after the enumerated events described in (2) and
                  (3) is the end of the two-year period beginning one year prior
                  to the date the applicable event occurs, and ending one year
                  after that date. In the case of a Participant who separates
                  from service before the Plan Year in which age 35 is attained,
                  notice shall be provided within the two-year period beginning
                  one year prior to separation and ending one year after
                  separation. If such a Participant thereafter returns to
                  employment with the employer, the applicable period for such
                  Participant shall be redetermined.

9.6      Exception to the Joint and Survivor Annuity Requirements. Except as
         provided in Section 9.7, this Article 9 does not apply to any
         Participant who has not earned an Hour of Service with the Employer on
         or after August 23, 1984. In addition, if, as of the Distribution
         Commencement Date, the Participant's vested Account Balance (for
         pre-death distributions) or the value of the QPSA death benefit (for
         post-death distributions) does not exceed $5,000, the Participant or
         surviving spouse, as applicable, will receive a lump sum distribution
         pursuant to Section 8.4(b)(1), in lieu of any QJSA or QPSA benefits.
         (See Section 8.3(e) for special rules for calculating the value of a
         Participant's vested Account Balance.)

9.7      Transitional Rules. Any living Participant not receiving benefits on
         August 23, 1984, who would otherwise not receive the benefits
         prescribed under this Article 9 must be given the opportunity to elect
         to have the preceding provisions of this Article 9 apply if such
         Participant is credited with at least one Hour of Service under this
         Plan or a predecessor plan in a Plan Year beginning on or after January
         1, 1976, and such Participant had at least 10 years of vesting service
         when he or she separated from service. The Participant must be given
         the opportunity to elect to have this Article 9 apply during the period
         commencing on August 23, 1984, and ending on the date benefits would
         otherwise commence to such Participant. A Participant described in this
         paragraph who has not elected to have this Article 9 apply is subject
         to the rules in this Section 9.7 instead. Also, a Participant who does
         not qualify to elect to have this Article 9 apply because such
         Participant does not have at least 10 Years of Service for vesting
         purposes is subject to the rules of this Section 9.7.


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         Any living Participant not receiving benefits on August 23, 1984, who
         was credited with at least one Hour of Service under this Plan or a
         predecessor plan on or after September 2, 1974, and who is not
         otherwise credited with any service in a Plan Year beginning on or
         after January 1, 1976, must be given the opportunity to have his/her
         benefits paid in accordance with the following paragraph. The
         Participant must be given the opportunity to elect to have this Section
         9.7 apply (other than the first paragraph of this Section) during the
         period commencing on August 23, 1984, and ending on the date benefits
         would otherwise commence to such Participant.

         If, under either of the preceding two paragraphs, a Participant is
         subject to this Section 9.7, the following rules apply.

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

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

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

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

                  (4)      separates from service on or after attaining Normal
                           Retirement Age (or the Qualified Early Retirement
                           Age) and after satisfying the eligibility
                           requirements for the payment of benefits under the
                           plan and thereafter dies before beginning to receive
                           such benefits;

                  then such benefits will be received under this plan in the
                  form of a QJSA, unless the Participant has elected otherwise
                  during the election period. For this purpose, the election
                  period must begin at least 6 months before the participant
                  attains Qualified Early Retirement Age and end not more than
                  90 days before the commencement of benefits. Any election
                  hereunder will be in writing and may be changed by the
                  Participant at any time.

         (b)      Election of early survivor annuity. A Participant who is
                  employed after attaining the Qualified Early Retirement Age
                  will be given the opportunity to elect, during the election
                  period, to have a survivor annuity payable on death. If the
                  Participant elects the survivor annuity, payments under such
                  annuity must not be less than the payments that would have
                  been made to the spouse under the QJSA if the Participant had
                  retired on the day before his or her death. Any election under
                  this provision will be in writing and may be changed by the
                  Participant at any time. For this purpose, the election period
                  begins on the later of (1) the 90th day before the Participant
                  attains the Qualified Early Retirement Age, or (2) the date on
                  which participation begins, and ends on the date the
                  Participant terminates employment.

         (c)      Qualified Early Retirement Age. The Qualified Early Retirement
                  Age is the latest of:

                  (1)      the earliest date, under the plan, on which the
                           Participant may elect to receive retirement benefits,

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

                  (3)      the date the Participant begins participation under
                           the Plan.


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                                   ARTICLE 10
                             REQUIRED DISTRIBUTIONS

This Article provides for the required commencement of distributions upon
certain events. In addition, this Article places limitations on the period over
which distributions may be made to a Participant or Beneficiary. To the extent
the distribution provisions of this Plan, particularly Articles 8 and 9, are
inconsistent with the provisions of this Article 10, the provisions of this
Article control. Part 13 of the Agreement contains specific elections for
applying the rules under this Article 10.

10.1     Required Distributions Before Death.

         (a)      Deferred distributions. A Participant must be permitted to
                  receive a distribution from the Plan no later than the 60th
                  day after the latest of the close of the Plan Year in which:

                  (1)      the Participant attains age 65 (or Normal Retirement
                           Age, if earlier);

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

                  (3)      the Participant terminates service with the Employer.

         (b)      Required minimum distributions. The entire interest of a
                  Participant must be distributed or begin to be distributed no
                  later than the Participant's Required Beginning Date (as
                  defined in Section 10.3(a)) over one of the following periods
                  (or a combination thereof):

                  (1)      the life of the Participant,

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

                  (3)      a period certain not extending beyond the Life
                           Expectancy of the Participant, or

                  (4)      a period certain not extending beyond the joint and
                           last survivor Life Expectancy of the Participant and
                           a Designated Beneficiary.

                  If the Participant's interest is to be distributed over a
                  period designated under subsection (3) or (4) above, the
                  amount required to be distributed for each calendar year must
                  at least equal the quotient obtained by dividing the
                  Participant's Benefit (as determined under Section 10.3(g)) by
                  the lesser of (i) the Applicable Life Expectancy or (ii) if
                  the Participant's Designated Beneficiary is not his/her
                  spouse, the minimum distribution incidental benefit factor set
                  forth in Q&A-4 of Prop. Treas. Reg. ss.401(a)(9)-2.
                  Distributions after the death of the Participant shall be
                  determined using the Applicable Life Expectancy as the
                  relevant divisor regardless of the Participant's Designated
                  Beneficiary.

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

                  If a Participant receives a distribution in the form of an
                  annuity purchased from an insurance company, distributions
                  thereunder shall be made in accordance with the requirements
                  of Code ss.401(a)(9) and the regulations thereunder. For
                  calendar years beginning before January 1, 1989, if the
                  Participant's spouse is not the Designated Beneficiary, the
                  method of distribution selected must ensure that at least 50%
                  of the Present Value of the amount available for distribution
                  is paid within the life expectancy of the Participant.

10.2     Required Distributions After Death.

         (a)      Distribution beginning before death. If the Participant dies
                  after he/she has begun receiving distributions under Section
                  10.1(b), the remaining portion of the Participant's vested
                  Account Balance shall continue to be distributed at least as
                  rapidly as under the method of distribution being used prior
                  to the Participant's death.

         (b)      Distribution beginning after death. Subject to the rules under
                  Section 8.4(b), if the Participant dies before receiving
                  distributions under Section 10.1(b), distribution of the
                  Participant's entire vested Account Balance shall be completed
                  by December 31 of the calendar year containing the fifth
                  anniversary of the Participant's death, except to the extent
                  an election is made to receive distributions in accordance
                  with subsection (1) or (2) below.


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                  (1)      To the extent any portion of the Participant's vested
                           Account Balance is payable to a Designated
                           Beneficiary, distributions may be made over the life
                           of the Designated Beneficiary or over a period
                           certain not greater than the Life Expectancy of the
                           Designated Beneficiary, provided such distributions
                           begin on or before December 31 of the calendar year
                           immediately following the calendar year in which the
                           Participant died.

                  (2)      If the Designated Beneficiary is the Participant's
                           surviving spouse, he/she may delay the distribution
                           under subsection (1) until December 31 of the
                           calendar year in which the Participant would have
                           attained age 70-1/2, if such date is later than the
                           date described in subsection (1).

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

                  For purposes of this subsection (b), if the surviving spouse
                  dies after the Participant, but before payments to such spouse
                  begin, the provisions of this subsection (b), with the
                  exception of subsection (2) above, shall be applied as if the
                  surviving spouse were the Participant.

         (c)      Treatment of trust beneficiaries as Designated Beneficiaries.
                  If a trust is properly named as a Beneficiary under the Plan,
                  the beneficiaries of the trust will be treated as the
                  Designated Beneficiaries of the Participant solely for
                  purposes of determining the distribution period under this
                  Article 10 with respect to the trust's interests in the
                  Participant's vested Account Balance. The beneficiaries of a
                  trust will be treated as Designated Beneficiaries for this
                  purpose only if, as of the later of the date the trust is
                  named as a Beneficiary of the Participant or the Participant's
                  Required Beginning Date (and as of all subsequent periods
                  during which the trust is named as a Beneficiary of the
                  Participant), the following requirements are met:

                  (1)      the trust is a valid trust under state law, or would
                           be but for the fact there is no corpus;

                  (2)      the trust is irrevocable or will, by its terms,
                           become irrevocable upon the death of the Participant;

                  (3)      the beneficiaries of the trust who are beneficiaries
                           with respect to the trust's interests in the
                           Participant's vested Account Balance are identifiable
                           from the trust instrument; and

                  (4)      the Plan Administrator receives the documentation
                           described in Question D-7 of Proposed Treas. Reg.
                           ss.1.401(a)(9)-1, as subsequently amended or finally
                           adopted.

                  If the foregoing requirements are satisfied and the Plan
                  Administrator receives such additional information as it may
                  request, the Plan Administrator may treat such beneficiaries
                  of the trust as Designated Beneficiaries.

         (d)      Trust beneficiary qualifying for marital deduction. If a
                  Beneficiary is a trust (other than an estate marital trust)
                  that is intended to qualify for the federal estate tax marital
                  deduction under Code ss.2056 ("marital trust"), then:

                  (1)      in no event will the annual amount distributed from
                           the Plan to the marital trust be less than the
                           greater of:

                           (i)      all fiduciary accounting income with respect
                                    to such Beneficiary's interest in the Plan,
                                    as determined by the trustee of the marital
                                    trust, or

                           (ii)     the minimum distribution required under this
                                    Article 10;

                  (2)      the trustee of the marital trust (or the trustee's
                           legal representative) shall be responsible for
                           calculating the amount to be distributed under
                           subsection (1) above and shall instruct the Plan
                           Administrator in writing to distribute such amount to
                           the marital trust;

                  (3)      the trustee of the marital trust may from time to
                           time notify the Plan Administrator in writing to
                           accelerate payment of all or any part of the portion
                           of such Beneficiary's interest that remains to be
                           distributed, and may also notify the Plan
                           Administrator to change the frequency of
                           distributions (but not less often than annually); and

                  (4)      the trustee of the marital trust shall be responsible
                           for characterizing the amounts so distributed form
                           the Plan as income or principle under applicable
                           state laws.


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10.3     Definitions.

         (a)      Required Beginning Date. A Participant's Required Beginning
                  Date is the date designated under subsection (1)(i) or (ii)
                  below, as applicable, unless the Employer elects under Part
                  13, #52 of the Agreement [Part 13, #70 of the 401(k)
                  Agreement] to apply the Old Law Required Beginning Date, as
                  described in subsection (2) below. If the Employer does not
                  select the Old Law Required Beginning Date under Part 13, #52
                  of the Agreement [Part 13, #70 of the 401(k) Agreement], the
                  Required Beginning Date rules under subsection (1) below
                  apply. (But see Section 10.4 for special rules dealing with
                  operational compliance with the GUST Legislation.)

                  (1)      "New-law" Required Beginning Date. If the Employer
                           does not elect to apply the Old-Law Required
                           Beginning Date under Part 13, #52 of the Agreement
                           [Part 13, #70 of the 401(k) Agreement], a
                           Participant's Required Beginning Date under the Plan
                           is:

                           (i)      For Five-Percent Owners. April 1 that
                                    follows the end of the calendar year in
                                    which the Participant attains age 70-1/2.

                           (ii)     For Participants other than Five-Percent
                                    Owners. April 1 that follows the end of the
                                    calendar year in which the later of the
                                    following two events occurs:

                                    (A)      the Participant attains age 70-1/2
                                             or

                                    (B)      the Participant retires.

                           If a Participant is not a Five-Percent Owner for the
                           Plan Year that ends with or within the calendar year
                           in which the Participant attains age 70-1/2, and the
                           Participant has not retired by the end of such
                           calendar year, his/her Required Beginning Date is
                           April 1 that follows the end of the first subsequent
                           calendar year in which the Participant becomes a
                           Five-Percent Owner or retires.

                           A Participant may begin in-service distributions
                           prior to his/her Required Beginning Date only to the
                           extent authorized under Article 10 and Part 9 of the
                           Agreement. However, if this Plan were amended to add
                           the Required Beginning Date rules under this
                           subsection (1), a Participant who attained age 70-1/2
                           prior to January 1, 1999 (or, if later, January 1
                           following the date the Plan is first amended to
                           contain the Required Beginning Date rules under this
                           subsection (1)) may receive in-service minimum
                           distributions in accordance with the terms of the
                           Plan in existence prior to such amendment.

                  (2)      Old-Law Required Beginning Date. If the Old-Law
                           Required Beginning Date is elected under Part 13, #52
                           of the Agreement [Part 13, #70 of the 401(k)
                           Agreement], the Required Beginning Date for all
                           Participants will be determined under subsection
                           (1)(i) above, without regard to the rule in
                           subsection (1)(ii). The Required Beginning Date for
                           all Participants under the Plan will be April 1 of
                           the calendar year following attainment of age 70-1/2.

         (b)      Five Percent Owner. A Participant is a Five Percent Owner for
                  purposes of this Section if such Participant is a Five Percent
                  Owner (as defined in Section 22.88) at any time during the
                  Plan Year ending with or within the calendar year in which the
                  Participant attains age 70 1/2. Once distributions have begun
                  to a Five Percent Owner under this Article, they must continue
                  to be distributed, even if the Participant ceases to be a Five
                  Percent Owner in a subsequent year.

         (c)      Designated Beneficiary. A Beneficiary designated by the
                  Participant (or the Plan), whose Life Expectancy may be taken
                  into account to calculate minimum distributions, pursuant to
                  Code ss.401(a)(9) and the regulations thereunder.

         (d)      Applicable Life Expectancy. The determination of the
                  Applicable Life Expectancy depends on whether the term certain
                  method or the recalculation method is being use to adjust the
                  Life Expectancy in each Distribution Calendar Year. The
                  recalculation method may only be used to determine the Life
                  Expectancy of the Participant and/or the Participant's spouse.
                  The recalculation method is not available with respect to a
                  nonspousal Designated Beneficiary.

                  If the Designated Beneficiary is the Participant's spouse, or
                  if the Participant's (or surviving spouse's) single life
                  expectancy is the Applicable Life Expectancy, the term certain
                  method is used unless the recalculation method is elected by
                  the Participant (or by the surviving spouse). If the
                  Designated Beneficiary is not the Participant's spouse, the
                  term certain method is used to determine the Life Expectancy
                  of both the Participant and the Designated Beneficiary, unless
                  the recalculation method is elected by the Participant with
                  respect to his/her Life Expectancy. The term certain method
                  will always apply for purposes of determining the


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                  Applicable Life Expectancy of a nonspousal Designated
                  Beneficiary. An election to recalculate Life Expectancy (or
                  the failure to elect recalculation) shall be irrevocable as of
                  the Participant's Required Beginning Date as to the
                  Participant (or spouse) and shall apply to all subsequent
                  years.

                  If the term certain method is being used, the Life Expectancy
                  determined for the first Distribution Calendar Year is reduced
                  by one for each subsequent Distribution Year. If the
                  recalculation method is used, the following rules apply:

                  (1)      If the Life Expectancy is the Participant's (or
                           surviving spouse's) single Life Expectancy, the
                           Applicable Life Expectancy is redetermined for each
                           Distribution Year based on the Participant's (or
                           surviving spouse's) age on his/her birthday which
                           falls in such year.

                  (2)      If the Life Expectancy is a joint and last survivor
                           Life Expectancy based on the ages of the Participant
                           and the Participant's spouse, and the recalculation
                           method is elected with respect to both the
                           Participant and his/her spouse, the Applicable Life
                           Expectancy is redetermined for each Distribution Year
                           based on the ages of the individuals on their
                           birthdays that fall in such year.

                  (3)      If the Life Expectancy is a joint and last survivor
                           Life Expectancy based on the ages of the Participant
                           and the Participant's spouse, and the recalculation
                           method is elected with respect to only one such
                           individual, or if the Life Expectancy is a joint and
                           last survivor Life Expectancy based on the ages of
                           the Participant and a nonspousal Designated
                           Beneficiary, and the recalculation method is elected
                           with respect to the Participant, the Applicable Life
                           Expectancy is determined in accordance with the
                           procedures outlined in Prop. Treas. Reg.
                           ss.1.401(a)(9)-1, E-8(b), or other applicable
                           guidance.

         (e)      Life Expectancy. For purposes of determining a Participant's
                  required minimum distribution amount, Life Expectancy and
                  joint and last survivor Life Expectancy are computed using the
                  expected return multiples in Tables V and VI of ss.1.72 9 of
                  the Income Tax Regulations.

         (f)      Distribution Calendar Year. A calendar year for which a
                  minimum distribution is required. For distributions beginning
                  before the Participant's death, the first Distribution
                  Calendar Year is the calendar year immediately preceding the
                  calendar year that contains the Participant's Required
                  Beginning Date. For distributions beginning after the
                  Participant's death, the first Distribution Calendar Year is
                  the calendar year in which distributions are required to begin
                  pursuant to Section 10.2.

         (g)      Participant's Benefit. For purposes of determining a
                  Participant's required minimum distribution, the Participant's
                  Benefit is determined based on his/her Account Balance as of
                  the last Valuation Date in the calendar year immediately
                  preceding the Distribution Calendar Year increased by the
                  amount of any contributions or forfeitures allocated to the
                  Account Balance as of dates in the Distribution Calendar Year
                  after the Valuation Date and decreased by distributions made
                  in the Distribution Calendar Year after the Valuation Date.

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

10.4     GUST Elections. If this Plan is being restated to comply with the GUST
         Legislation (as defined in Section 22.96), Appendix B-2 of the
         Agreement permits the Employer to designate how it operated this Plan
         in compliance with the required minimum distribution rules for years
         prior to the date the Plan is adopted.

         (a)      Distributions under Old Law Required Beginning Date rules.
                  Unless the Employer specifically elects to apply the Old Law
                  Required Beginning Date rule under Part 13, #52 of the
                  Agreement [Part 13, #70 of the 401(k) Agreement], the Required
                  Beginning Date rules (as described in Section 10.3(a)(1))
                  apply. However, if prior to the adoption of this Prototype
                  Plan, the terms of the Plan reflected the Old Law Required
                  Beginning Date rules, minimum distributions for such years are
                  required to be calculated in accordance with that Old Law
                  Required Beginning Date, except to the extent any operational
                  elections described in subsection (b) or (c) below applied.

         (b)      Option to postpone distributions. For calendar years beginning
                  after December 31, 1996 and prior to the restatement of this
                  Plan to comply with the GUST changes, the Plan may have
                  permitted Participants (other than Five Percent Owners) who
                  would otherwise have begun receiving minimum distributions
                  under the terms of the Plan in effect for such years to
                  postpone receiving their minimum distributions until the
                  Required Beginning Date under Section 10.3(a)(1), even though
                  the terms of the Plan (prior to the restatement) did not
                  permit such an election. Appendix B 2.a. of the Agreement
                  permits the Employer to specify the years during which
                  Participants were permitted to postpone receiving minimum
                  distributions under the Plan. Appendix B 2 need not be
                  completed if Participants were not provided the option to
                  postpone


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                  receiving minimum distributions, either because the Plan used
                  the "Old Law" Required Beginning Date rules or because the
                  Plan made distributions under the "New Law" Required Beginning
                  Date rules and contained other optional forms of benefit under
                  its general elective distribution provisions that preserved
                  the optional forms of benefit under the "Old Law Required
                  Beginning Date" rules.

         (c)      Election to stop minimum required distributions. A Participant
                  (other than a Five Percent Owner) who began receiving minimum
                  distributions in accordance with the Old Law Required
                  Beginning Date rules under the Plan prior to the date the Plan
                  was amended to comply with the GUST changes generally must
                  continue to receive such minimum distributions, even if the
                  Participant is still employed with the Employer. However,
                  prior to the restatement of this Plan to comply with the GUST
                  changes, the Plan may have permitted Participants to stop
                  minimum distributions if they had not reached the Required
                  Beginning Date described in Section 10.3(a)(1), even though
                  the terms of the Plan did not permit such an election. Under
                  Appendix B 2.b. of the Agreement, the Employer may designate
                  the year in which Participants were permitted to stop
                  receiving minimum distributions in accordance with this
                  subsection (c). A Participant must recommence minimum
                  distributions as required under the Required Beginning Date
                  rules applicable under this restated Plan.

                  A Participant's election to stop and recommence distributions
                  is subject to the spousal consent requirements under Article 9
                  (if the Plan is otherwise subject to the Joint and Survivor
                  Annuity requirements) and is subject to the terms of any
                  applicable QDRO. The manner in which the Plan must comply with
                  the spousal consent requirements depends on whether or not the
                  Employer elects under Appendix B-2.c. of the Agreement to have
                  the recommencement of benefits constitute a new Distribution
                  Commencement Date. If the Plan is not otherwise subject to the
                  Joint and Survivor Annuity requirements, Appendix B-2.c. need
                  not be completed.

                  (1)      New Distribution Commencement Date. If the Employer
                           elects under Appendix B-2.c.(1) of the Agreement that
                           recommencement of benefits will create a new
                           Distribution Commencement Date, no spousal consent is
                           required for a Participant to elect to stop
                           distributions, except where such distributions are
                           being paid in the form of a QJSA. Where such
                           distributions are being paid in the form of a QJSA,
                           in order to comply with this subsection (1), the
                           person who was the Participant's spouse on the
                           original Distribution Commencement Date must consent
                           to the election to stop distributions and the
                           spouse's consent must acknowledge the effect of the
                           election. Because there is a new Distribution
                           Commencement Date upon recommencement of benefits,
                           the Plan, in order to satisfy this subsection (1),
                           must comply with all of the requirements of Article 9
                           upon such recommencement, including payment of a QPSA
                           (as defined in Section 9.4(b)) if the Participant
                           dies before the new Distribution Commencement Date.

                  (2)      No new Distribution Commencement Date. If the
                           Employer elects under Appendix B-2.c.(2) of the
                           Agreement that recommencement of benefits will not
                           create a new Distribution Commencement Date, no
                           spousal consent is required for the Participant to
                           elect to stop required minimum distributions prior to
                           retirement. In addition, no spousal consent is
                           required when payments recommence to the Participant
                           if:

                           (i)      payments recommence to the Participant with
                                    the same Beneficiary and in a form of
                                    benefit that is the same but for the
                                    cessation of distributions;

                           (ii)     the individual who was the Participant's
                                    spouse on the Distribution Commencement Date
                                    executed a general consent within the
                                    meaning of ss.1.401(a)-20, A-31 of the
                                    regulations; or

                           (iii)    the individual who was the Participant's
                                    spouse on the Distribution Commencement Date
                                    executed a specific consent to waive a QJSA
                                    within the meaning of ss.1.401(a)-20, A-31,
                                    and the Participant is not married to that
                                    individual when benefits recommence.

                           To qualify under this subsection (2), consent of the
                           individual who was the Participant's spouse on the
                           Distribution Commencement Date is required prior to
                           recommencement of distributions if the Participant
                           chooses to recommence benefits in a different form
                           than the form in which benefits were being
                           distributed prior to the cessation of distributions
                           or with a different Beneficiary. Consent of the
                           Participant's spouse is also required if the original
                           form of distribution was a QJSA (as defined in
                           Section 9.4(a)) or the spouse originally executed a
                           specific consent to waive the QJSA within the meaning
                           of ss.1.401(a)-20, A-31, of the regulations, and the
                           Participant is still married to that individual when
                           benefits recommence.


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10.5     Transitional Rule. The minimum distribution requirements in Section
         10.2 do not apply if distribution of the Participant's Account Balance
         is subject to a TEFRA ss.242(b)(2) election. A TEFRA ss.242(b) election
         overrides the required minimum distribution rules only if the following
         requirements are satisfied.

         (a)      The distribution by the Plan is one that would not have
                  disqualified the Plan under ss.401(a)(9) of the Code as in
                  effect prior to amendment by the Deficit Reduction Act of
                  1984.

         (b)      The distribution is in accordance with a method of
                  distribution designated by the Participant whose interest in
                  the Plan is being distributed or, if the Participant is
                  deceased, by a Beneficiary of such Participant.

         (c)      Such designation was in writing, was signed by the Participant
                  or the Beneficiary, and was made before January 1, 1984.

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

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

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

For any distribution which commences before January 1, 1984, but continues after
December 31, 1983, the Participant, or the Beneficiary, to whom such
distribution is being made, will be presumed to have designated the method of
distribution under which the distribution is being made if the method of
distribution was specified in writing and the distribution satisfies the
requirements in subsections (a) and (e) above.

If a designation is revoked any subsequent distribution must satisfy the
requirements of Code ss.401(a)(9) and the proposed regulations thereunder. If a
designation is revoked subsequent to the date distributions are required to
begin, the Plan must distribute by the end of the calendar year following the
calendar year in which the revocation occurs the total amount not yet
distributed which would have been required to have been distributed to satisfy
Code ss.401(a)(9) and the proposed regulations thereunder, but for the TEFRA
ss.242(b)(2) election. For calendar years beginning after December 31, 1988,
such distributions must meet the minimum distribution incidental benefit
requirements in ss.1.401(a)(9)-2 of the proposed regulations (or other
applicable regulations). Any changes in the designation will be considered to be
a revocation of the designation. However, the mere substitution or addition of
another Beneficiary (one not named in the designation) under the designation
will not be considered to be a revocation of the designation, so long as such
substitution or addition does not alter the period over which distributions are
to be made under the designation, directly or indirectly (for example, by
altering the relevant measuring life). In the case in which an amount is
transferred or rolled over from one plan to another plan, the rules in Questions
J-2 and J-3 of ss.1.401(a)(9)-1 of the proposed regulations (or other applicable
regulations) shall apply.


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                                   ARTICLE 11
                 PLAN ADMINISTRATION AND SPECIAL OPERATING RULES

This Article describes the duties and responsibilities of the Plan
Administrator. In addition, this Article sets forth default QDRO procedures and
benefit claims procedures, as well as special operating rules when an Employer
is a member of a Related Employer group and when there is a Short Plan Year.
Provisions related to Plan accounting and investments are contained in Article
13.

11.1     Plan Administrator. The Employer is the Plan Administrator, unless the
         Employer designates in writing another person or persons as the Plan
         Administrator. The Employer may designate the Plan Administrator by
         name, by reference to the person or group of persons holding a certain
         position, by reference to a procedure under which the Plan
         Administrator is designated, or by reference to a person or group of
         persons charged with the specific responsibilities of Plan
         Administrator. If any Related Employer has executed a Co-Sponsor
         Adoption Page, the Employer referred to in this Section is the Employer
         that executes the Signature Page of the Agreement.

         (a)      Acceptance of responsibility by designated Plan Administrator.
                  If the Employer designates a Plan Administrator other than
                  itself, the designated Plan Administrator must accept its
                  responsibilities in writing. The designated Plan Administrator
                  will serve in a manner and for the time period as agreed upon
                  with the Employer. If more than one person has the
                  responsibility of Plan Administrator, the group shall act by
                  majority vote, but may designate specific persons to act on
                  the Plan Administrator's behalf.

         (b)      Resignation of designated Plan Administrator. A designated
                  Plan Administrator may resign by delivering a written
                  resignation to the Employer. The Employer may remove a
                  designated Plan Administrator by delivering a written notice
                  of removal. If a designated Plan Administrator resigns or is
                  removed, and no new Plan Administrator is designated, the
                  Employer is the Plan Administrator.

         (c)      Named Fiduciary. The Plan Administrator is the Plan's Named
                  Fiduciary, unless the Plan Administrator specifically names
                  another person as Named Fiduciary and the designated person
                  accepts its responsibilities as Named Fiduciary in writing.

11.2     Duties and Powers of the Plan Administrator. The Plan Administrator
         will administer the Plan for the exclusive benefit of the Plan
         Participants and Beneficiaries, and in accordance with the terms of the
         Plan. To the extent the terms of the Plan are unclear, the Plan
         Administrator may interpret the Plan, provided such interpretation is
         consistent with the rules of ERISA and Code ss.401 and is performed in
         a uniform and nondiscriminatory manner. This right to interpret the
         Plan is an express grant of discretionary authority to resolve
         ambiguities in the Plan document and to make discretionary decisions
         regarding the interpretation of the Plan's terms, including who is
         eligible to participate under the Plan, and the benefit rights of a
         Participant or Beneficiary. The Plan Administrator will not be held
         liable for any interpretation of the Plan terms or decision regarding
         the application of a Plan provision provided such interpretation or
         decision is not arbitrary or capricious.

         (a)      Delegation of duties and powers. To the extent provided for in
                  an agreement with the Employer, the Plan Administrator may
                  delegate its duties and powers to one or more persons. Such
                  delegation must be in writing and accepted by the person or
                  persons receiving the delegation.

         (b)      Specific duties and powers. The Plan Administrator has the
                  general responsibility to control and manage the operation of
                  the Plan. This responsibility includes, but is not limited to,
                  the following:

                  (1)      To construe and enforce the terms of the Plan,
                           including those related to Plan eligibility, vesting
                           and benefits;

                  (2)      To develop separate procedures, consistent with the
                           terms of the Plan, to assist in the administration of
                           the Plan, including the adoption of separate or
                           modified loan policy procedures (see Article 14),
                           procedures for direction of investment by
                           Participants (see Section 13.5(c)), procedures for
                           determining whether domestic relations orders are
                           QDROs (see Section 11.5), and procedures for the
                           proper determination of investment earnings to be
                           allocated to Participants' Accounts (see Section
                           13.4);

                  (3)      To communicate with the Trustee and other responsible
                           persons with respect to the crediting of Plan
                           contributions, the disbursement of Plan distributions
                           and other relevant matters;

                  (4)      To maintain all necessary records which may be
                           required for tax and other administration purposes;

                  (5)      To furnish and to file all appropriate notices,
                           reports and other information to Participants,
                           Beneficiaries, the Employer, the Trustee and
                           government agencies (as necessary);


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                  (6)      To answer questions Participants and Beneficiaries
                           may have relating to the Plan and their benefits;

                  (7)      To review and decide on claims for benefits under the
                           Plan;

                  (8)      To retain the services of other persons, including
                           Investment Managers, attorneys, consultants, advisers
                           and others, to assist in the administration of the
                           plan;

                  (9)      To correct any defect or error in the administration
                           of the Plan;

                  (10)     To establish a "funding policy and method" for the
                           Plan for purposes of ensuring the Plan is satisfying
                           its financial objectives and is able to meet its
                           liquidity needs; and

                  (11)     To suspend contributions, including Section 401(k)
                           Deferrals and/or Employee After-Tax Contributions, on
                           behalf of any or all Highly Compensated Employees, if
                           the Plan Administrator reasonably believes that such
                           contributions will cause the Plan to discriminate in
                           favor of Highly Compensated Employees. See Sections
                           17.2(e) and 17.3(e).

11.3     Employer Responsibilities. The Employer will provide in a timely manner
         all appropriate information necessary for the Plan Administrator to
         perform its duties. This information includes, but is not limited to,
         Participant compensation data, Employee employment, service and
         termination information, and other information the Plan Administrator
         may require. The Plan Administrator may rely on the accuracy of any
         information and data provided by the Employer.

         The Employer will provide to the Trustee written notification of the
         appointment of any person or persons as Plan Administrator, Investment
         Manager, or other Plan fiduciary, and the names, titles and authorities
         of any individuals who are authorized to act on behalf of such persons.
         The Trustee shall be entitled to rely upon such information until it
         receives written notice of a change in such appointments or
         authorizations.

11.4     Plan Administration Expenses. All reasonable expenses related to plan
         administration will be paid from Plan assets, except to the extent the
         expenses are paid (or reimbursed) by the Employer. For this purpose,
         Plan expenses include all reasonable costs, charges and expenses
         incurred by the Trustee in connection with the administration of the
         Trust (including such reasonable compensation to the Trustee as may be
         agreed upon from time to time between the Employer or Plan
         Administrator and the Trustee and any fees for legal services rendered
         to the Trustee). All reasonable additional administrative expenses
         incurred to effect investment elections made by Participants and
         Beneficiaries under Section 13.5(c) shall be paid from the Trust and,
         as elected by the Plan Administrator, shall either be charged (in
         accordance with such reasonable nondiscriminatory rules as the Plan
         Administrator deems appropriate under the circumstances) to the Account
         of the individual making such election or treated as a general expense
         of the Trust. All transaction-related expenses incurred to effect a
         specific investment for an individually-directed Account (such as
         brokerage commissions and other transfer expenses) shall, as elected by
         the Plan Administrator, either be paid from or otherwise charged
         directly to the Account of the individual providing such direction or
         treated as a general Trust expense. In addition, unless specifically
         prohibited under statute, regulation or other guidance of general
         applicability, the Plan Administrator may charge to the Account of an
         individual Participant a reasonable charge to offset the cost of making
         a distribution to the Participant, Beneficiary, or Alternate Payee. If
         liquid assets of the Trust are insufficient to cover the fees of the
         Trustee or the Plan Administrator, then Trust assets shall be
         liquidated to the extent necessary for such fees. In the event any part
         of the Trust becomes subject to tax, all taxes incurred will be paid
         from the Trust.

11.5     Qualified Domestic Relations Orders (QDROs.

         (a)      In general. The Plan Administrator must develop written
                  procedures for determining whether a domestic relations order
                  is a QDRO and for administering distributions under a QDRO.
                  For this purpose, the Plan Administrator may use the default
                  QDRO procedures set forth in subsection (h) below or may
                  develop separate QDRO procedures.

         (b)      Qualified Domestic Relations Order (QDRO). A QDRO is a
                  domestic relations order that creates or recognizes the
                  existence of an Alternate Payee's right to receive, or assigns
                  to an Alternate Payee the right to receive, all or a portion
                  of the benefits payable with respect to a Participant under
                  the Plan. (See Code ss.414(p).) The QDRO must contain certain
                  information and meet other requirements described in this
                  Section 11.5.

         (c)      Recognition as a QDRO. To be recognized as a QDRO, an order
                  must be a "domestic relations order" that relates to the
                  provision of child support, alimony payments, or marital
                  property rights for the benefit of an Alternate Payee. The
                  Plan Administrator is not required to determine whether the
                  court or agency issuing the domestic relations order had
                  jurisdiction to issue an order, whether state law is correctly
                  applied in the order, whether service was properly made on the
                  parties, or whether an individual identified in an order as an
                  Alternate Payee is a proper Alternate Payee under state law.


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                  (1)      Domestic relations order. A domestic relations order
                           is a judgment, decree, or order (including the
                           approval of a property settlement) that is made
                           pursuant to state domestic relations law (including
                           community property law).

                  (2)      Alternate Payee. An Alternate Payee must be a spouse,
                           former spouse, child, or other dependent of a
                           Participant.

         (d)      Contents of QDRO. A QDRO must contain the following
                  information:

                  (1)      the name and last known mailing address of the
                           Participant and each Alternate Payee;

                  (2)      the name of each plan to which the order applies;

                  (3)      the dollar amount or percentage (or the method of
                           determining the amount or percentage) of the benefit
                           to be paid to the Alternate Payee; and

                  (4)      the number of payments or time period to which the
                           order applies.

         (e)      Impermissible QDRO provisions.

                  (1)      The order must not require the Plan to provide an
                           Alternate Payee or Participant with any type or form
                           of benefit, or any option, not otherwise provided
                           under the Plan;

                  (2)      The order must not require the Plan to provide for
                           increased benefits (determined on the basis of
                           actuarial value);

                  (3)      The order must not require the Plan to pay benefits
                           to an Alternate Payee that are required to be paid to
                           another Alternate Payee under another order
                           previously determined to be a QDRO; and

                  (4)      The order must not require the Plan to pay benefits
                           to an Alternate Payee in the form of a Qualified
                           Joint and Survivor Annuity for the lives of the
                           Alternate Payee and his or her subsequent spouse.

         (f)      Immediate distribution to Alternate Payee. Even if a
                  Participant is not eligible to receive an immediate
                  distribution from the Plan, an Alternate Payee may receive a
                  QDRO benefit immediately in a lump sum, provided such
                  distribution is consistent with the QDRO provisions.

         (g)      No fee for QDRO determination. The Plan Administrator shall
                  not condition the making of a QDRO determination on the
                  payment of a fee by a Participant or an Alternate Payee
                  (either directly or as a charge against the Participant's
                  Account).

         (h)      Default QDRO procedure. If the Plan Administrator chooses this
                  default QDRO procedure or if the Plan Administrator does not
                  establish a separate QDRO procedure, this Section 11.5(h) will
                  apply as the procedure the Plan Administrator will use to
                  determine whether a domestic relations order is a QDRO. This
                  default QDRO procedure incorporates the requirements set forth
                  under Sections 11.5(a) through (g).

                  (1)      Access to information. The Plan Administrator will
                           provide access to Plan and Participant benefit
                           information sufficient for a prospective Alternate
                           Payee to prepare a QDRO. Such information might
                           include the summary plan description, other relevant
                           plan documents, and a statement of the Participant's
                           benefit entitlements. The disclosure of this
                           information is conditioned on the prospective
                           Alternate Payee providing to the Plan Administrator
                           information sufficient to reasonably establish that
                           the disclosure request is being made in connection
                           with a domestic relations order.

                  (2)      Notifications to Participant and Alternate Payee. The
                           Plan Administrator will promptly notify the affected
                           Participant and each Alternate Payee named in the
                           domestic relations order of the receipt of the order.
                           The Plan Administrator will send the notification to
                           the address included in the domestic relations order.
                           Along with the notification, the Plan Administrator
                           will provide a copy of the Plan's procedures for
                           determining whether a domestic relations order is a
                           QDRO.

                  (3)      Alternate Payee representative. The prospective
                           Alternate Payee may designate a representative to
                           receive copies of notices and Plan information that
                           are sent to the Alternate Payee with respect to the
                           domestic relations order.

                  (4)      Evaluation of domestic relations order. Within a
                           reasonable period of time, the Plan Administrator
                           will evaluate the domestic relations order to
                           determine whether it is a QDRO. A reasonable period
                           will depend on the specific circumstances. The
                           domestic relations order must


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                           contain the information described in Section 11.5(c).
                           If the order is only deficient in a minor respect,
                           the Plan Administrator may supplement information in
                           the order from information within the Plan
                           Administrator's control or through communication with
                           the prospective Alternate Payee.

                           (i)      Separate accounting. Upon receipt of a
                                    domestic relations order, the Plan
                                    Administrator will separately account for
                                    and preserve the amounts that would be
                                    payable to an Alternate Payee until a
                                    determination is made with respect to the
                                    status of the order. During the period in
                                    which the status of the order is being
                                    determined, the Plan Administrator will take
                                    whatever steps are necessary to ensure that
                                    amounts that would be payable to the
                                    Alternate Payee, if the order were a QDRO,
                                    are not distributed to the Participant or
                                    any other person. The separate accounting
                                    requirement may be satisfied, at the Plan
                                    Administrator's discretion, by a segregation
                                    of the assets that are subject to separate
                                    accounting.

                           (ii)     Separate accounting until the end of "18
                                    month period." The Plan Administrator will
                                    continue to separately account for amounts
                                    that are payable under the QDRO until the
                                    end of an "18-month period." The "18-month
                                    period" will begin on the first date
                                    following the Plan's receipt of the order
                                    upon which a payment would be required to be
                                    made to an Alternate Payee under the order.
                                    If, within the "18-month period," the Plan
                                    Administrator determines that the order is a
                                    QDRO, the Plan Administrator must pay the
                                    Alternate Payee in accordance with the terms
                                    of the QDRO. If, however, the Plan
                                    Administrator determines within the
                                    "18-month period" that the order is not a
                                    QDRO, or if the status of the order is not
                                    resolved by the end of the "18-month
                                    period," the Plan Administrator may pay out
                                    the amounts otherwise payable under the
                                    order to the person or persons who would
                                    have been entitled to such amounts if there
                                    had been no order. If the order is later
                                    determined to be a QDRO, the order will
                                    apply only prospectively; that is, the
                                    Alternate Payee will be entitled only to
                                    amounts payable under the order after the
                                    subsequent determination.

                           (iii)    Preliminary review. The Plan Administrator
                                    will perform a preliminary review of the
                                    domestic relations order to determine if it
                                    is a QDRO. If this preliminary review
                                    indicates the order is deficient in some
                                    manner, the Plan Administrator will allow
                                    the parties to attempt to correct any
                                    deficiency before issuing a final decision
                                    on the domestic relations order. The ability
                                    to correct is limited to a reasonable period
                                    of time.

                           (iv)     Notification of determination. The Plan
                                    Administrator will notify in writing the
                                    Participant and each Alternate Payee of the
                                    Plan Administrator's decision as to whether
                                    a domestic relations order is a QDRO. In the
                                    case of a determination that an order is not
                                    a QDRO, the written notice will contain the
                                    following information:

                                    (A)      references to the Plan provisions
                                             on which the Plan Administrator
                                             based its decision;

                                    (B)      an explanation of any time limits
                                             that apply to rights available to
                                             the parties under the Plan (such as
                                             the duration of any protective
                                             actions the Plan Administrator will
                                             take); and

                                    (C)      a description of any additional
                                             material, information, or
                                             modifications necessary for the
                                             order to be a QDRO and an
                                             explanation of why such material,
                                             information, or modifications are
                                             necessary.

                           (v)      Treatment of Alternate Payee. If an order is
                                    accepted as a QDRO, the Plan Administrator
                                    will act in accordance with the terms of the
                                    QDRO as if it were a part of the Plan. An
                                    Alternate Payee will be considered a
                                    Beneficiary under the Plan and be afforded
                                    the same rights as a Beneficiary. The Plan
                                    Administrator will provide any appropriate
                                    disclosure information relating to the Plan
                                    to the Alternate Payee.

11.6     Claims Procedure. Unless the Plan uses the default claims procedure
         under subsection (e) below, the Plan Administrator shall establish a
         procedure for benefit claims consistent with the requirements of ERISA
         Reg. ss.2560.503-1. The Plan Administrator is authorized to conduct an
         examination of the relevant facts to determine the merits of a
         Participant's or Beneficiary's claim for Plan benefits. The claims
         procedure must incorporate the following guidelines:

         (a)      Filing a claim. The claims procedure will set forth a
                  reasonable means for a Participant or Beneficiary to file a
                  claim for benefits under the Plan.


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         (b)      Notification of Plan Administrator's decision. The Plan
                  Administrator must provide a claimant with written
                  notification of the Plan Administrator's decision relating to
                  a claim within a reasonable period of time (not more than 90
                  days unless special circumstances require an extension to
                  process the claim) after the claim was filed. If the claim is
                  denied, the notification must set forth the reasons for the
                  denial, specific reference to pertinent Plan provisions on
                  which the denial is based, a description of any additional
                  information necessary for the claimant to perfect the claim,
                  and the steps the claimant must take to submit the claim for
                  review.

         (c)      Review procedure. The claims procedure will provide a claimant
                  a reasonable opportunity to have a full and fair review of a
                  denied claim. Such procedure shall allow a review upon a
                  written application, for the claimant to review pertinent
                  documents, and to allow the claimant to submit written
                  comments to the Plan Administrator. The procedure may
                  establish a limited period (not less than 60 days after the
                  claimant receives written notification of the denial of the
                  claim) for the claimant to request a review of the claim
                  denial.

         (d)      Decision on review. If a claimant requests a review, the Plan
                  Administrator must respond promptly to the request. Unless
                  special circumstances exist (such as the need for a hearing),
                  the Plan Administrator must respond in writing within 60 days
                  of the date the claimant submitted the review application. The
                  response must explain the Plan Administrator's decision on
                  review.

         (e)      Default claims procedure. If the Plan Administrator chooses
                  this default claims procedure or if the Plan Administrator
                  does not establish a separate claims procedure, the following
                  will apply.

                  (1)      A person may submit to the Plan Administrator a
                           written claim for benefits under the Plan. The claim
                           shall be submitted on a form provided by the Plan
                           Administrator.

                  (2)      The Plan Administrator will evaluate the claim to
                           determine if benefits are payable to the Participant
                           or Beneficiary under the terms of the Plan. The Plan
                           Administrator may solicit additional information from
                           the claimant if necessary to evaluate the claim.

                  (3)      If the Plan Administrator determines the claim is
                           valid, the Participant or Beneficiary will receive in
                           writing from the Plan Administrator a statement
                           describing the amount of benefit, the method or
                           methods of payment, the timing of distributions and
                           other information relevant to the payment of the
                           benefit.

                  (4)      If the Plan Administrator denies all or any portion
                           of the claim, the claimant will receive, within 90
                           days after receipt of the claim form, a written
                           explanation setting forth the reasons for the denial,
                           specific reference to pertinent Plan provisions on
                           which the denial is based, a description of any
                           additional information necessary for the claimant to
                           perfect the claim, and the steps the claimant must
                           take to submit the claim for review.

                  (5)      The claimant has 60 days from the date the claimant
                           received the denial of claim to appeal the adverse
                           decision of the Plan Administrator. The claimant may
                           review pertinent documents and submit written
                           comments to the Plan Administrator. The Plan
                           Administrator will submit all relevant documentation
                           to the Employer. The Employer may hold a hearing or
                           seek additional information from the claimant and the
                           Plan Administrator.

                  (6)      Within 60 days (or such longer period due to the
                           circumstances) of the request for review, the
                           Employer will render a written decision on the
                           claimant's appeal. The Employer shall explain the
                           decision, in terms that are understandable to the
                           claimant and by specific references to the Plan
                           document provisions.

11.7     Operational Rules for Short Plan Years. The following operational rules
         apply if the Plan has a Short Plan Year. A Short Plan Year is any Plan
         Year that is less than a 12-month period, either because of the
         amendment of the Plan Year, or because the Effective Date of a new Plan
         is less than 12 months prior to the end of the first Plan Year.

         (a)      If the Plan is amended to create a Short Plan Year, and an
                  Eligibility Computation Period or Vesting Computation Period
                  is based on the Plan Year, the applicable computation period
                  begins on the first day of the Short Plan Year, but such
                  period ends on the day which is 12 months from the first day
                  of such Short Plan Year. Thus, the computation period that
                  begins on the first day of the Short Plan Year overlaps with
                  the computation period that starts on the first day of the
                  next Plan Year. This rule applies only to an Employee who has
                  at least one Hour of Service during the Short Plan Year.

                  If a Plan has an initial Short Plan Year, the rule in the
                  above paragraph applies only for purposes of determining an
                  Employee's Vesting Computation Period and only if the Employer
                  elects under Part 6, #20.a. of the Agreement [Part 6, #38.a.
                  of the 401(k) Agreement] to exclude service earned prior to
                  the adoption of the Plan. For eligibility and vesting (where
                  service prior to the adoption of the Plan is not ignored), if
                  the Eligibility Computation Period or Vesting Computation
                  Period is based on the Plan Year, the applicable


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                  computation period will be determined on the basis of the
                  Plan's normal Plan Year, without regard to the initial short
                  Plan Year.

         (b)      If Employer Contributions are allocated for a Short Plan Year,
                  any allocation condition under Part 4 of the Agreement that
                  requires an Eligible Participant to complete a specified
                  number of Hours of Service to receive an allocation of such
                  Employer Contributions will not be prorated as a result of
                  such Short Plan Year unless otherwise specified in Part 4 of
                  the Agreement.

         (c)      If the Permitted Disparity Method is used to allocate any
                  Employer Contributions made for a Short Plan Year, the
                  Integration Level will be prorated to reflect the number of
                  months (or partial months) included in the Short Plan Year.

         (d)      The Compensation Dollar Limitation, as defined in Section
                  22.32, will be prorated to reflect the number of months (or
                  partial months) included in the Short Plan Year unless the
                  compensation used for such Short Plan Year is a period of 12
                  months.

         In all other respects, the Plan shall be operated for the Short Plan
         Year in the same manner as for a 12-month Plan Year, unless the context
         requires otherwise. If the terms of the Plan are ambiguous with respect
         to the operation of the Plan for a Short Plan Year, the Plan
         Administrator has the authority to make a final determination on the
         proper interpretation of the Plan.

11.8     Operational Rules for Related Employer Groups. If an Employer has one
         or more Related Employers, the Employer and such Related Employer(s)
         constitute a Related Employer group. In such case, the following rules
         apply to the operation of the Plan.

         (a)      If the term "Employer" is used in the context of
                  administrative functions necessary to the operation,
                  establishment, maintenance, or termination of the Plan, only
                  the Employer executing the Signature Page of the Agreement,
                  and any Co-Sponsor of the Plan, is treated as the Employer.

         (b)      Hours of Service are determined by treating all members of the
                  Related Employer group as the Employer.

         (c)      The term Excluded Employee is determined by treating all
                  members of the Related Employer group as the Employer, except
                  as specifically provided in the Plan.

         (d)      Compensation is determined by treating all members of the
                  Related Employer group as the Employer, except as specifically
                  provided in the Plan.

         (e)      An Employee is not treated as separated from service or
                  terminated from employment if the Employee is employed by any
                  member of the Related Employer group.

         (f)      The Annual Additions Limitation described in Article 7 and the
                  Top-Heavy Plan rules described in Article 16 are applied by
                  treating all members of the Related Employer group as the
                  Employer.

         In all other contexts, the term "Employer" generally means a reference
         to all members of the Related Employer group, unless the context
         requires otherwise. If the terms of the Plan are ambiguous with respect
         to the treatment of the Related Employer group as the Employer, the
         Plan Administrator has the authority to make a final determination on
         the proper interpretation of the Plan.


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                                   ARTICLE 12
                                TRUST PROVISIONS

This Article sets forth the creation of the Plan's Trust (or, in the case of an
amendment of the Plan, the amended terms of the Trust) and the duties and
responsibilities of the Trustee under the Plan. By executing the Trustee
Declaration under the Agreement, the Trustee agrees to be bound by the duties,
responsibilities and liabilities imposed on the Trustee under the Plan and to
act in accordance with the terms of this Plan. The Employer may act as Trustee
under the Plan by executing the Trustee Declaration.

12.1     Creation of Trust. By adopting this Plan, the Employer creates a Trust
         to hold the assets of the Plan (or, in the event that this Plan
         document represents an amendment of the Plan, the Employer hereby
         amends the terms of the Trust maintained in connection with the Plan).
         The Trustee is the owner of the Plan assets held by the Trust. The
         Trustee is to hold the Plan assets for the exclusive benefit of Plan
         Participants and Beneficiaries. Plan Participants and Beneficiaries do
         not have ownership interests in the assets held by the Trust.

12.2     Trustee. The Trustee identified in the Trustee Declaration under the
         Agreement shall act either as a Discretionary Trustee or as a Directed
         Trustee, as identified under the Agreement.

         (a)      Discretionary Trustee. A Trustee is a Discretionary Trustee to
                  the extent the Trustee has exclusive authority and discretion
                  with respect to the investment, management or control of Plan
                  assets. Notwithstanding a Trustee's designation as a
                  Discretionary Trustee, a Trustee's discretion is limited, and
                  the Trustee shall be considered a Directed Trustee, to the
                  extent the Trustee is subject to the direction of the Plan
                  Administrator, the Employer, a properly appointed Investment
                  Manager, or a Named Fiduciary under an agreement between the
                  Plan Administrator and the Trustee. A Trustee also is
                  considered a Directed Trustee to the extent the Trustee is
                  subject to investment direction of Plan Participants. (See
                  Section 13.5(c) for a discussion of the Trustee's
                  responsibilities with regard to Participant directed
                  investments.)

         (b)      Directed Trustee. A Trustee is a Directed Trustee with respect
                  to the investment of Plan assets to the extent the Trustee is
                  subject to the direction of the Plan Administrator, the
                  Employer, a properly appointed Investment Manager, a Named
                  Fiduciary, or Plan Participant. To the extent the Trustee is a
                  Directed Trustee, the Trustee does not have any discretionary
                  authority with respect to the investment of Plan assets. In
                  addition, the Trustee is not responsible for the propriety of
                  any directed investment made pursuant to this Section and
                  shall not be required to consult or advise the Employer
                  regarding the investment quality of any directed investment
                  held under the Plan.

                  The Trustee shall be advised in writing regarding the
                  retention of investment powers by the Employer or the
                  appointment of an Investment Manager or other Named Fiduciary
                  with power to direct the investment of Plan assets. Any such
                  delegation of investment powers will remain in force until
                  such delegation is revoked or amended in writing. The Employer
                  is deemed to have retained investment powers under this
                  subsection to the extent the Employer directs the investment
                  of Participant Accounts for which affirmative investment
                  direction has not been received pursuant to Section 13.5(c).

                  The Employer is a Named Fiduciary for investment purposes if
                  the Employer directs investments pursuant to this subsection.
                  Any investment direction shall be made in writing by the
                  Employer, Investment Manager, or Named Fiduciary, as
                  applicable. A Directed Trustee must act solely in accordance
                  with the direction of the Plan Administrator, the Employer,
                  any employees or agents of the Employer, a properly appointed
                  Investment Manager or other fiduciary of the Plan, a Named
                  Fiduciary, or Plan Participants. (See Section 13.5(c) for a
                  discussion of the Trustee's responsibilities with regard to
                  Participant directed investments.)

                  The Employer may direct the Trustee to invest in any media in
                  which the Trustee may invest, as described in Section 12.4.
                  However, the Employer may not borrow from the Trust or pledge
                  any of the assets of the Trust as security for a loan to
                  itself; buy property or assets from or sell property or assets
                  to the Trust; charge any fee for services rendered to the
                  Trust; or receive any services from the Trust on a
                  preferential basis.

12.3     Trustee's Responsibilities Regarding Administration of Trust. This
         Section outlines the Trustee's powers, rights and duties under the Plan
         with respect to the administration of the investments held in the Plan.
         The Trustee's administrative duties are limited to those described in
         this Section 12.3; the Employer is responsible for any other
         administrative duties required under the Plan or by applicable law.

         (a)      The Trustee will receive all contributions made under the
                  terms of the Plan. The Trustee is not obligated in any manner
                  to ensure that such contributions are correct in amount or
                  that such contributions comply with the terms of the Plan, the
                  Code or ERISA. In addition, the Trustee is under no obligation
                  to request that the Employer make contributions to the Plan.
                  The Trustee is not liable for the manner in which such amounts
                  are deposited or the allocation between Participant's
                  Accounts, to the extent the Trustee follows the written
                  direction of the Plan Administrator or Employer.


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         (b)      The Trustee will make distributions from the Trust in
                  accordance with the written directions of the Plan
                  Administrator or other authorized representative. To the
                  extent the Trustee follows such written direction, the Trustee
                  is not obligated in any manner to ensure a distribution
                  complies with the terms of the Plan, that a Participant or
                  Beneficiary is entitled to such a distribution, or that the
                  amount distributed is proper under the terms of the Plan. If
                  there is a dispute as to a payment from the Trust, the Trustee
                  may decline to make payment of such amounts until the proper
                  payment of such amounts is determined by a court of competent
                  jurisdiction, or the Trustee has been indemnified to its
                  satisfaction.

         (c)      The Trustee may employ agents, attorneys, accountants and
                  other third parties to provide counsel on behalf of the Plan,
                  where the Trustee deems advisable. The Trustee may reimburse
                  such persons from the Trust for reasonable expenses and
                  compensation incurred as a result of such employment. The
                  Trustee shall not be liable for the actions of such persons,
                  provided the Trustee acted prudently in the employment and
                  retention of such persons. In addition, the Trustee will not
                  be liable for any actions taken as a result of good faith
                  reliance on the advice of such persons.

12.4     Trustee's Responsibility Regarding Investment of Plan Assets. In
         addition to the powers, rights and duties enumerated under this
         Section, the Trustee has whatever powers are necessary to carry out its
         duties in a prudent manner. The Trustee's powers, rights and duties may
         be supplemented or limited by a separate trust agreement, investment
         policy, funding agreement, or other binding document entered into
         between the Trustee and the Plan Administrator which designates the
         Trustee's responsibilities with respect to the Plan. A separate trust
         agreement must be consistent with the terms of this Plan and must
         comply with all qualification requirements under the Code and
         regulations. To the extent the exercise of any power, right or duty is
         subject to discretion, such exercise by a Directed Trustee must be made
         at the direction of the Plan Administrator, the Employer, an Investment
         Manager, a Named Fiduciary, or Plan Participant.

         (a)      The Trustee shall be responsible for the safekeeping of the
                  assets of the Trust in accordance with the provisions of this
                  Plan.

         (b)      The Trustee may invest, manage and control the Plan assets in
                  a manner that is consistent with the Plan's funding policy and
                  investment objectives. The Trustee may invest in any
                  investment, as authorized under Section 13.5, which the
                  Trustee deems advisable and prudent, subject to the proper
                  written direction of the Plan Administrator, the Employer, a
                  properly appointed Investment Manager, a Named Fiduciary or a
                  Plan Participant. The Trustee is not liable for the investment
                  of Plan assets to the extent the Trustee is following the
                  proper direction of the Plan Administrator, the Employer, a
                  Participant, an Investment Manager, or other person or persons
                  duly appointed by the Employer to provide investment
                  direction. In addition, the Trustee does not guarantee the
                  Trust in any manner against investment loss or depreciation in
                  asset value, or guarantee the adequacy of the Trust to meet
                  and discharge any or all liabilities of the Plan.

         (c)      The Trustee may retain such portion of the Plan assets in cash
                  or cash balances as the Trustee may, from time to time, deem
                  to be in the best interests of the Plan, without liability for
                  interest thereon.

         (d)      The Trustee may collect and receive any and all moneys and
                  other property due the Plan and to settle, compromise, or
                  submit to arbitration any claims, debts, or damages with
                  respect to the Plan, and to commence or defend on behalf of
                  the Plan any lawsuit, or other legal or administrative
                  proceedings.

         (e)      The Trustee may hold any securities or other property in the
                  name of the Trustee or in the name of the Trustee's nominee,
                  and may hold any investments in bearer form, provided the
                  books and records of the Trustee at all times show such
                  investment to be part of the Trust.

         (f)      The Trustee may exercise any of the powers of an individual
                  owner with respect to stocks, bonds, securities or other
                  property, including the right to vote upon such stocks, bonds
                  or securities; to give general or special proxies or powers of
                  attorney; to exercise or sell any conversion privileges,
                  subscription rights, or other options; to participate in
                  corporate reorganizations, mergers, consolidations, or other
                  changes affecting corporate securities (including those in
                  which it or its affiliates are interested as Trustee); and to
                  make any incidental payments in connection with such stocks,
                  bonds, securities or other property. Unless specifically
                  agreed upon in writing between the Trustee and the Employer,
                  the Trustee shall not have the power or responsibility to vote
                  proxies with respect to any securities of the Employer or a
                  Related Employer or with respect to any Plan assets that are
                  subject to the investment direction of the Employer or for
                  which the power to manage, acquire, or dispose of such Plan
                  assets has been delegated by the Employer to one or more
                  Investment Managers or Named Fiduciaries in accordance with
                  ERISAss.403. With respect to the voting of Employer
                  securities, or in the event of any tender or other offer with
                  respect to shares of Employer securities held in the Trust,
                  the Trustee will follow the direction of the Employer or other
                  responsible fiduciary or, to the extent voting and similar
                  rights have been passed through to Participants, of each
                  Participant with respect to shares allocated to his/her
                  Account.


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         (g)      The Trustee may borrow or raise money on behalf of the Plan in
                  such amount, and upon such terms and conditions, as the
                  Trustee deems advisable. The Trustee may issue a promissory
                  note as Trustee to secure the repayment of such amounts and
                  may pledge all, or any part, of the Trust as security.

         (h)      The Trustee, upon the written direction of the Plan
                  Administrator, is authorized to enter into a transfer
                  agreement with the Trustee of another qualified retirement
                  plan and to accept a transfer of assets from such retirement
                  plan on behalf of any Employee of the Employer. The Trustee is
                  also authorized, upon the written direction of the Plan
                  Administrator, to transfer some or all of a Participant's
                  vested Account Balance to another qualified retirement plan on
                  behalf of such Participant. A transfer agreement entered into
                  by the Trustee does not affect the Plan's status as a
                  Prototype Plan.

         (i)      The Trustee is authorized to execute, acknowledge and deliver
                  all documents of transfer and conveyance, receipts, releases,
                  and any other instruments that the Trustee deems necessary or
                  appropriate to carry out its powers, rights and duties
                  hereunder.

         (j)      If the Employer maintains more than one Plan, the assets of
                  such Plans may be commingled for investment purposes. The
                  Trustee must separately account for the assets of each Plan. A
                  commingling of assets, as described in this paragraph, does
                  not cause the Trusts maintained with respect to the Employer's
                  Plans to be treated as a single Trust, except as provided in a
                  separate document authorized in the first paragraph of this
                  Section 12.4.

         (k)      The Trustee is authorized to invest Plan assets in a
                  common/collective trust fund, or in a group trust fund that
                  satisfies the requirements of IRS Revenue Ruling 81-100. All
                  of the terms and provisions of any such common/collective
                  trust fund or group trust into which Plan assets are invested
                  are incorporated by reference into the provisions of the Trust
                  for this Plan.

         (l)      If the Trustee is a bank or similar financial institution, the
                  Trustee is authorized to invest in any type of deposit of the
                  Trustee (including its own money market fund) at a reasonable
                  rate of interest.

         (m)      The Trustee must be bonded as required by applicable law. The
                  bonding requirements shall not apply to a bank, insurance
                  company, or similar financial institution that satisfies the
                  requirements of ss.412(a)(2) of ERISA.

12.5     More than One Person as Trustee. If the Plan has more than one person
         acting as Trustee, the Trustees may allocate the Trustee
         responsibilities by mutual agreement and Trustee decisions will be made
         by a majority vote (unless otherwise agreed to by the Trustees) or as
         otherwise provided in a separate trust agreement or other binding
         document.

12.6     Annual Valuation. The Plan assets will be valued at least on an annual
         basis. The Employer may designate more frequent valuation dates under
         Part 12, #45.b.(2) of the Agreement [Part 12, #63.b.(2) of the 401(k)
         Agreement]. Notwithstanding any election under Part 12, #45.b.(2) of
         the Agreement [Part 12, #63.b.(2) of the 401(k) Agreement], the Trustee
         and Plan Administrator may agree to value the Trust on a more frequent
         basis, and/or to perform an interim valuation of the Trust pursuant to
         Section 13.2(a).

12.7     Reporting to Plan Administrator and Employer. Within ninety (90) days
         following the end of each Plan Year, and within ninety (90) days
         following its removal or resignation, the Trustee will file with the
         Employer an accounting of its administration of the Trust from the date
         of its last accounting. The accounting will include a statement of cash
         receipts, disbursements and other transactions effected by the Trustee
         since the date of its last accounting, and such further information as
         the Trustee and/or Employer deems appropriate. Upon receipt of such
         information, the Employer must promptly notify the Trustee of its
         approval or disapproval of the information. If the Employer does not
         provide a written disapproval within ninety (90) days following the
         receipt of the information, including a written description of the
         items in question, the Trustee is forever released and discharged from
         any liability with respect to all matters reflected in such
         information. The Trustee shall have sixty (60) days following its
         receipt of a written disapproval from the Employer to provide the
         Employer with a written explanation of the terms in question. If the
         Employer again disapproves of the accounting, the Trustee may file its
         accounting with a court of competent jurisdiction for audit and
         adjudication.

         All assets contained in the Trust accounting will be shown at their
         fair market value as of the end of the Plan Year or as of the date of
         resignation or removal. The value of marketable investments shall be
         determined using the most recent price quoted on a national securities
         exchange or over-the-counter market. The value of non-marketable
         securities shall, except as provided otherwise herein, be determined in
         the sole judgment of the Trustee, which determination shall be binding
         and conclusive. The value of investments in securities or obligations
         of the Employer in which there is no market will be determined by an
         independent appraiser at least once annually and the Trustee shall have
         no responsibility with respect to the valuation of such assets.

12.8     Reasonable Compensation. The Trustee shall be paid reasonable
         compensation in an amount agreed upon by the Plan Administrator and
         Trustee. The Trustee also will be reimbursed for any reasonable
         expenses or fees incurred


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         in its function as Trustee. An individual Trustee who is already
         receiving full-time pay as an Employee of the Employer may not receive
         any additional compensation for services as Trustee. The Plan will pay
         the reasonable compensation and expenses incurred by the Trustee,
         pursuant to Section 11.4, unless the Employer pays such compensation
         and expenses. Any compensation or expense paid directly by the Employer
         to the Trustee is not an Employer Contribution to the Plan.

12.9     Resignation and Removal of Trustee. The Trustee may resign at any time
         by delivering to the Employer a written notice of resignation at least
         thirty (30) days prior to the effective date of such resignation,
         unless the Employer consents in writing to a shorter notice period. The
         Employer may remove the Trustee at any time, with or without cause, by
         delivering written notice to the Trustee at least 30 days prior to the
         effective date of such removal. The Employer may remove the Trustee
         upon a shorter written notice period if the Employer reasonably
         determines such shorter period is necessary to protect Plan assets.
         Upon the resignation, removal, death or incapacity of a Trustee, the
         Employer may appoint a successor Trustee which, upon accepting such
         appointment, will have all the powers, rights and duties conferred upon
         the preceding Trustee. In the event there is a period of time following
         the effective date of a Trustee's removal or resignation before a
         successor Trustee is appointed, the Employer is deemed to be the
         Trustee. During such period, the Trust continues to be in existence and
         legally enforceable, and the assets of the Plan shall continue to be
         protected by the provisions of the Trust.

12.10    Indemnification of Trustee. Except to the extent that it is judicially
         determined that the Trustee has acted with gross negligence or willful
         misconduct, the Employer shall indemnify the Trustee (whether or not
         the Trustee has resigned or been removed) against any liabilities,
         losses, damages, and expenses, including attorney, accountant, and
         other advisory fees, incurred as a result of:

         (a)      any action of the Trustee taken in good faith in accordance
                  with any information, instruction, direction, or opinion given
                  to the Trustee by the Employer, the Plan Administrator,
                  Investment Manager, Named Fiduciary or legal counsel of the
                  Employer, or any person or entity appointed by any of them and
                  authorized to give any information, instruction, direction, or
                  opinion to the Trustee;

         (b)      the failure of the Employer, the Plan Administrator,
                  Investment Manager, Named Fiduciary or any person or entity
                  appointed by any of them to make timely disclosure to the
                  Trustee of information which any of them or any appointee
                  knows or should know if it acted in a reasonably prudent
                  manner; or

         (c)      any breach of fiduciary duty by the Employer, the Plan
                  Administrator, Investment Manager, Named Fiduciary or any
                  person or entity appointed by any of them, other than such a
                  breach which is caused by any failure of the Trustee to
                  perform its duties under this Trust.

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

         The Employer agrees that the Trustee shall have no liability with
         regard to the investment or management of illiquid Plan assets
         transferred from a prior Trustee, and shall have no responsibility for
         investments made before the transfer of Plan assets to it, or for the
         viability or prudence of any investment made by a prior Trustee,
         including those represented by assets now transferred to the custody of
         the Trustee, or for any dealings whatsoever with respect to Plan assets
         before the transfer of such assets to the Trustee. The Employer shall
         indemnify and hold the Trustee harmless for any and all claims, actions
         or causes of action for loss or damage, or any liability whatsoever
         relating to the assets of the Plan transferred to the Trustee by any
         prior Trustee of the Plan, including any liability arising out of or
         related to any act or event, including prohibited transactions,
         occurring prior to the date the Trustee accepts such assets, including
         all claims, actions, causes of action, loss, damage, or any liability
         whatsoever arising out of or related to that act or event, although
         that claim, action, cause of action, loss, damage, or liability may not
         be asserted, may not have accrued, or may not have been made known
         until after the date the Trustee accepts the Plan assets. Such
         indemnification shall extend to all applicable periods, including
         periods for which the Plan is retroactively restated to comply with any
         tax law or regulation.

12.11    Appointment of Custodian. The Plan Administrator may appoint a
         Custodian to hold all or any portion of the Plan assets. A Custodian
         has the same powers, rights and duties as a Directed Trustee. The
         Custodian will be protected from any liability with respect to actions
         taken pursuant to the direction of the Trustee, Plan Administrator, the
         Employer, an Investment Manager, a Named Fiduciary or other third party
         with authority to provide direction to the Custodian.


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                                   ARTICLE 13
                         PLAN ACCOUNTING AND INVESTMENTS

This Article contains the procedures for valuing Participant Accounts and
allocating net income and loss to such Accounts. Part 12 of the Agreement
permits the Employer to document its administrative procedures with respect to
the valuation of Participant Accounts. Alternatively, the Plan Administrator may
adopt separate investment procedures regarding the valuation and investment of
Participant Accounts.

13.1     Participant Accounts. The Plan Administrator will establish and
         maintain a separate Account for each Participant to reflect the
         Participant's entire interest under the Plan. To the extent applicable,
         the Plan Administrator may establish and maintain for a Participant any
         (or all) of the following separate sub-Accounts: Employer Contribution
         Account, Section 401(k) Deferral Account, Employer Matching
         Contribution Account, QMAC Account, QNEC Account, Employee After-Tax
         Contribution Account, Safe Harbor Matching Contribution Account, Safe
         Harbor Nonelective Contribution Account, Rollover Contribution Account,
         and Transfer Account. The Plan Administrator also may establish and
         maintain other sub-Accounts as it deems appropriate.

13.2     Value of Participant Accounts. The value of a Participant's Account
         consists of the fair market value of the Participant's share of the
         Trust assets. A Participant's share of the Trust assets is determined
         as of each Valuation Date under the Plan.

         (a)      Periodic valuation. The Trustee must value Plan assets at
                  least annually. The Employer may elect under Part 12,
                  #45.b.(2) of the Agreement [Part 12, #63.b.(2) of the 401(k)
                  Agreement] or may elect operationally to value assets more
                  frequently than annually. The Plan Administrator may request
                  the Trustee to perform interim valuations, provided such
                  valuations do not result in discrimination in favor of Highly
                  Compensated Employees.

         (b)      Daily valuation. If the Employer elects daily valuation under
                  Part 12, #44 of the Agreement [Part 12, #62 of the 401(k)
                  Agreement] or, if in operation, the Employer elects to have
                  the Plan daily valued, the Plan Administrator may adopt
                  reasonable procedures for performing such valuations. Unless
                  otherwise set forth in the written procedures, a daily valued
                  Plan will have its assets valued at the end of each business
                  day during which the New York Stock Exchange is open. The Plan
                  Administrator has authority to interpret the provisions of
                  this Plan in the context of a daily valuation procedure. This
                  includes, but is not limited to, the determination of the
                  value of the Participant's Account for purposes of Participant
                  loans, distribution and consent rights, and corrective
                  distributions under Article 17.

13.3     Adjustments to Participant Accounts. As of each Valuation Date under
         the Plan, each Participant's Account is adjusted in the following
         manner.

         (a)      Distributions and forfeitures from a Participant's Account. A
                  Participant's Account will be reduced by any distributions and
                  forfeitures from the Account since the previous Valuation
                  Date.

         (b)      Life insurance premiums and dividends. A Participant's Account
                  will be reduced by the amount of any life insurance premium
                  payments made for the benefit of the Participant since the
                  previous Valuation Date. The Account will be credited with any
                  dividends or credits paid on any life insurance policy held by
                  the Trust for the benefit of the Participant.

         (c)      Contributions and forfeitures allocated to a Participant's
                  Account. A Participant's Account will be credited with any
                  contribution or forfeiture allocated to the Participant since
                  the previous Valuation Date.

         (d)      Net income or loss. A Participant's Account will be adjusted
                  for any net income or loss in accordance with the provisions
                  under Section 13.4.

13.4     Procedures for Determining Net Income or Loss. The Plan Administrator
         may establish any reasonable procedures for determining net income or
         loss under Section 13.3(d). Such procedures may be reflected in a
         funding agreement governing the applicable investments under the Plan.

         (a)      Net income or loss attributable to General Trust Account. To
                  the extent a Participant's Account is invested as part of a
                  General Trust Account, such Account is adjusted for its
                  allocable share of net income or loss experienced by the
                  General Trust Account using the Balance Forward Method. Under
                  the Balance Forward Method, the net income or loss of the
                  General Trust Account is allocated to the Participant Accounts
                  that are invested in the General Trust Account, in the ratio
                  that each Participant's Account bears to all Accounts, based
                  on the value of each Participant's Account as of the prior
                  Valuation Date, reduced for the adjustments described in
                  Section 13.3(a) and 13.3(b) above.


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                  (1)      Inclusion of certain contributions. In applying the
                           Balance Forward Method for allocating net income or
                           loss, the Employer may elect under Part 12, #45.b.(3)
                           of the Agreement [Part 12, #63.b.(3) of the 401(k)
                           Agreement] or under separate administrative
                           procedures to adjust each Participant's Account
                           Balance (as of the prior Valuation Date) for the
                           following contributions made since the prior
                           Valuation Date (the "valuation period") which were
                           not reflected in the Participant's Account on such
                           prior Valuation Date: (1) Section 401(k) Deferrals
                           and Employee After-Tax Contributions that are
                           contributed during the valuation period pursuant to
                           the Participant's contribution election, (2) Employer
                           Contributions (including Employer Matching
                           Contributions) that are contributed during the
                           valuation period and allocated to a Participant's
                           Account during the valuation period, and (3) Rollover
                           Contributions.

                  (2)      Methods of valuing contributions made during
                           valuation period. In determining Participants'
                           Account Balances as of the prior Valuation Date, the
                           Employer may elect to apply a weighted average method
                           that credits each Participant's Account with a
                           portion of the contributions based on the portion of
                           the valuation period for which such contributions
                           were invested, or an adjusted percentage method, that
                           increases each Participant's Account by a specified
                           percentage of such contributions. The Employer may
                           designate under Part 12, #45.b.(3)(c) of the
                           Agreement [Part 12, #63.b.(3)(c) of the 401(k)
                           Agreement] to apply the special allocation rules to
                           only particular types of contributions or may
                           designate any other reasonable method for allocating
                           net income and loss under the Plan.

                           (i)      Weighted average method. The Employer may
                                    elect under Part 12, #45.b.(3)(a) of the
                                    Agreement [Part 12, #63.b.(3)(a) of the
                                    401(k) Agreement] or under separate
                                    administrative procedures to apply a
                                    weighted average method in determining net
                                    income or loss. Under the weighted average
                                    method, a Participant's Account Balance as
                                    of the prior Valuation Date is adjusted to
                                    take into account a portion of the
                                    contributions made during the valuation
                                    period so that the Participant may receive
                                    an allocation of net income or loss for the
                                    portion of the valuation period during which
                                    such contributions were invested under the
                                    Plan. The amount of the adjustment to a
                                    Participant's Account Balance is determined
                                    by multiplying the contributions made to the
                                    Participant's Account during the valuation
                                    period by a fraction, the numerator of which
                                    is the number of months during the valuation
                                    period that such contributions were invested
                                    under the Plan and the denominator is the
                                    total number of months in the valuation
                                    period. The Plan's investment procedures may
                                    designate the specific type(s) of
                                    contributions eligible for a weighted
                                    allocation of net income or loss and may
                                    designate alternative methods for
                                    determining the weighted allocation,
                                    including the use of a uniform weighting
                                    period other than months.

                           (ii)     Adjusted percentage method. The Employer may
                                    elect under Part 12, #45.b.(3)(b) of the
                                    Agreement [Part 12, #63.b.(3)(b) of the
                                    401(k) Agreement] or under separate
                                    investment procedures to apply an adjusted
                                    percentage method of allocating net income
                                    or loss. Under the adjusted percentage
                                    method, a Participant's Account Balance as
                                    of the prior Valuation Date is increased by
                                    a percentage of the contributions made to
                                    the Participant's Account during the
                                    valuation period. The Plan's investment
                                    procedures may designate the specific
                                    type(s) of contributions eligible for an
                                    adjusted percentage allocation and may
                                    designate alternative procedures for
                                    determining the amount of the adjusted
                                    percentage allocation.

         (b)      Net income or loss attributable to a Directed Account. If the
                  Participant (or Beneficiary) is entitled to direct the
                  investment of all or part of his/her Account (see Section
                  13.5(c)), the Account (or the portion of the Account which is
                  subject to such direction) will be maintained as a Directed
                  Account, which reflects the value of the directed investments
                  as of any Valuation Date. The assets held in a Directed
                  Account may be (but are not required to be) segregated from
                  the other investments held in the Trust. Net income or loss
                  attributable to the investments made by a Directed Account is
                  allocated to such Account in a manner that reasonably reflects
                  the investment experience of such Directed Account. Where a
                  Directed Account reflects segregated investments, the manner
                  of allocating net income or loss shall not result in a
                  Participant (or Beneficiary) being entitled to distribution
                  from the Directed Account that exceeds the value of such
                  Account as of the date of distribution.

         (c)      Share or unit accounting. The Plan's investment procedures may
                  provide for share or unit accounting to reflect the value of
                  Accounts, if such method is appropriate for the investments
                  allocable to such Accounts.

         (d)      Suspense accounts. The Plan's investment procedures also may
                  provide for special valuation procedures for suspense accounts
                  that are properly established under the Plan.


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13.5     Investments under the Plan.

         (a)      Investment options. The Trustee or other person(s) responsible
                  for the investment of Plan assets is authorized to invest Plan
                  assets in any prudent investment consistent with the funding
                  policy of the Plan and the requirements of ERISA. Investment
                  options include, but are not limited to, the following: common
                  and preferred stock or other equity securities (including
                  stock bought and sold on margin); Qualifying Employer
                  Securities and Qualifying Employer Real Property (to the
                  extent permitted under subsection (b) below), corporate bonds;
                  open end or closed end mutual funds (including funds for which
                  the Prototype Sponsor, Trustee, or their affiliates serve as
                  investment advisor or in any other capacity); money market
                  accounts; certificates of deposit; debentures; commercial
                  paper; put and call options; limited partnerships; mortgages;
                  U.S. Government obligations, including U.S. Treasury notes and
                  bonds; real and personal property having a ready market; life
                  insurance or annuity policies; commodities; savings accounts;
                  notes; and securities issued by the Trustee and/or its
                  affiliates, as permitted by law. Plan assets may also be
                  invested in a common/collective trust fund, or in a group
                  trust fund that satisfies the requirements of IRS Revenue
                  Ruling 81 100. All of the terms and provisions of any such
                  common/collective trust fund or group trust into which Plan
                  assets are invested are incorporated by reference into the
                  provisions of the Trust for this Plan. No portion of any
                  voluntary, tax deductible Employee contributions being held
                  under the Plan (or any earnings thereon) may be invested in
                  life insurance contracts or, as with any Participant directed
                  investment, in tangible personal property characterized by the
                  IRS as a collectible.

         (b)      Limitations on the investment in Qualifying Employer
                  Securities and Qualifying Employer Real Property. The Trustee
                  may invest in Qualifying Employer Securities and Qualifying
                  Employer Real Property up to certain limits. Any such
                  investment shall only be made upon written direction of the
                  Employer who shall be solely responsible for the propriety of
                  such investment. Additional directives regarding the purchase,
                  sale, retention or valuing of such securities may be addressed
                  in a funding policy, statement of investment policy, or other
                  separate procedures or documents governing the investment of
                  Plan assets. In any conflicts between the Plan document and a
                  separate investment trust agreement, the Plan document shall
                  prevail.

                  (1)      Money purchase plan. In the case of a money purchase
                           plan, no more than 10% of the fair market value of
                           Plan assets may be invested in Qualifying Employer
                           Securities and Qualifying Employer Real Property.

                  (2)      Profit sharing plan other than a 401(k) plan. In the
                           case of a profit sharing plan other than a 401(k)
                           plan, no limit applies to the percentage of Plan
                           assets invested in Qualifying Employer Securities and
                           Qualifying Employer Real Property, except as provided
                           in a funding policy, statement of investment policy,
                           or other separate procedures or documents governing
                           the investment of Plan assets.

                  (3)      401(k) plan. For Plan Years beginning after December
                           31, 1998, with respect to the portion of the Plan
                           consisting of amounts attributable to Section 401(k)
                           Deferrals, no more than 10% of the fair market value
                           of Plan assets attributable to Section 401(k)
                           Deferrals may be invested in Qualifying Employer
                           Securities and Qualifying Employer Real Property if
                           the Employer, the Trustee, or a person other than the
                           Participant requires any portion of the Section
                           401(k) Deferrals and attributable earnings to be
                           invested in Qualifying Employer Securities or
                           Qualifying Employer Real Property.

                           (i)      Exceptions to Limitation. The limitation in
                                    this subsection (3) shall not apply if any
                                    one of the conditions in subsections (A),
                                    (B) or (C) applies.

                                    (A)      Investment of Section 401(k)
                                             Deferrals in Qualifying Employer
                                             Securities or Qualifying Real
                                             Property is solely at the
                                             discretion of the Participant.

                                    (B)      As of the last day of the preceding
                                             Plan Year, the fair market value of
                                             assets of all profit sharing plans
                                             and 401(k) plans of the Employer
                                             was not more than 10% of the fair
                                             market value of all assets under
                                             plans maintained by the Employer.

                                    (C)      The portion of a Participant's
                                             Section 401(k) Deferrals required
                                             to be invested in Qualifying
                                             Employer Securities and Qualifying
                                             Employer Real Property for the Plan
                                             Year does not exceed 1% of such
                                             Participant's Included
                                             Compensation.

                           (ii)     Plan Years Beginning Prior to January 1,
                                    1999. For Plan Years beginning before
                                    January 1, 1999, the limitations in this
                                    subsection (3) do not apply and a 401(k)
                                    plan is treated like any other profit
                                    sharing plan.


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                           (iii)    No application to other contributions. The
                                    limitation in this subsection (3) has no
                                    application to Employer Matching
                                    Contributions or Employer Nonelective
                                    Contributions. Instead, the rules under
                                    subsection (2) above apply for such
                                    contributions.

         (c)      Participant direction of investments. If the Plan (by election
                  in Part 12, #43 of the Agreement [Part 12, #61 of the 401(k)
                  Agreement] or by the Plan Administrator's administrative
                  election) permits Participant direction of investments, the
                  Plan Administrator must adopt investment procedures for such
                  direction. The investment procedures should set forth the
                  permissible investment options available for Participant
                  direction, the timing and frequency of investment changes, and
                  any other procedures or limitations applicable to Participant
                  direction of investment. In no case may Participants direct
                  that investments be made in collectibles, other than U.S.
                  Government or State issued gold and silver coins. The
                  investment procedures adopted by the Plan Administrator are
                  incorporated by reference into the Plan. If Participant
                  investment direction is limited to specific investment options
                  (such as designated mutual funds or common or collective trust
                  funds), it shall be the sole and exclusive responsibility of
                  the Employer or Plan Administrator to select the investment
                  options, and the Trustee shall not be responsible for
                  selecting or monitoring such investment options, unless the
                  Trustee has otherwise agreed in writing.

                  The Employer may elect under Part 12, #43.b.(1) of the
                  Agreement [Part 12, #61.b.(1) of the 401(k) Agreement] or
                  under the separate investment procedures to limit Participant
                  direction of investment to specific types of contributions.
                  The investment procedures adopted by the Plan Administrator
                  may (but need not) allow Beneficiaries under the Plan to
                  direct investments. (See Section 13.4(b) for rules regarding
                  allocation of net income or loss to a Directed Account.)

                  If Participant direction of investments is permitted, the
                  Employer will designate how accounts will be invested in the
                  absence of proper affirmative direction from the Participant.
                  Except as otherwise provided in this Plan, neither the
                  Trustee, the Employer, nor any other fiduciary of the Plan
                  will be liable to the Participant or Beneficiary for any loss
                  resulting from action taken at the direction of the
                  Participant.

                  (1)      Trustee to follow Participant direction. To the
                           extent the Plan allows Participant direction of
                           investment, the Trustee is authorized to follow the
                           Participant's written direction (or other form of
                           direction deemed acceptable by the Trustee). A
                           Directed Account will be established for the portion
                           of the Participant's Account that is subject to
                           Participant direction of investment. The Trustee may
                           decline to follow a Participant's investment
                           direction to the extent such direction would: (i)
                           result in a prohibited transaction; (ii) cause the
                           assets of the Plan to be maintained outside the
                           jurisdiction of the U.S. courts; (iii) jeopardize the
                           Plan's tax qualification; (iv) be contrary to the
                           Plan's governing documents; (v) cause the assets to
                           be invested in collectibles within the meaning of
                           Code ss.408(m); (vi) generate unrelated business
                           taxable income; or (vii) result (or could result) in
                           a loss exceeding the value of the Participant's
                           Account. The Trustee will not be responsible for any
                           loss or expense resulting from a failure to follow a
                           Participant's direction in accordance with the
                           requirements of this paragraph.

                           Participant directions will be processed as soon as
                           administratively practicable following receipt of
                           such directions by the Trustee. The Trustee, Plan
                           Administrator, or Employer will not be liable for a
                           delay in the processing of a Participant direction
                           that is caused by a legitimate business reason
                           (including, but not limited to, a failure of computer
                           systems or programs, failure in the means of data
                           transmission, the failure to timely receive values or
                           prices, or other unforeseen problems outside of the
                           control of the Trustee, Plan Administrator, or
                           Employer).

                  (2)      ERISA ss.404(c) protection. If the Plan (by Employer
                           election under Part 12, #43.b.(2) of the Agreement
                           [Part 12, #61.b.(2) of the 401(k ) Agreement] or
                           pursuant to the Plan's investment procedures) is
                           intended to comply with ERISA ss.404(c), the
                           Participant investment direction program adopted by
                           the Plan Administrator should comply with applicable
                           Department of Labor regulations. Compliance with
                           ERISA ss.404(c) is not required for plan
                           qualification purposes. The following information is
                           provided solely as guidance to assist the Plan
                           Administrator in meeting the requirements of ERISA
                           ss.404(c). Failure to meet any of the following safe
                           harbor requirements does not impose any liability on
                           the Plan Administrator (or any other fiduciary under
                           the Plan) for investment decisions made by
                           Participants, nor does it mean that the Plan does not
                           comply with ERISA ss.404(c). Nothing in this Plan
                           shall impose any greater duties upon the Trustee with
                           respect to the implementation of ERISA ss.404(c) than
                           those duties expressly provided for in procedures
                           adopted by the Employer and agreed to by the Trustee.

                           (i)      Disclosure requirements. The Plan
                                    Administrator (or other Plan fiduciary who
                                    has agreed to perform this activity) shall
                                    provide, or shall cause a person designated
                                    to act on his behalf to provide, the
                                    following information to Participants:


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                                    (A)      Mandatory disclosures. To satisfy
                                             the requirements of ERISAss.404(c),
                                             the Participants must receive
                                             certain mandatory disclosures,
                                             including (I) an explanation that
                                             the Plan is intended to be an ERISA
                                             ss.404(c) plan; (II) a description
                                             of the investment options under the
                                             Plan; (III) the identity of any
                                             designated Investment Managers that
                                             may be selected by the Participant;
                                             (IV) any restrictions on investment
                                             selection or transfers among
                                             investment vehicles; (V) an
                                             explanation of the fees and
                                             expenses that may be charged in
                                             connection with the investment
                                             transactions; (VI) the materials
                                             relating to voting rights or other
                                             rights incidental to the holding of
                                             an investment; (VII) the most
                                             recent prospectus for an investment
                                             option which is subject to the
                                             Securities Act of 1933.

                                    (B)      Disclosures upon request. In
                                             addition, a Participant must be
                                             able to receive upon request (I)
                                             the current value of the
                                             Participant's interest in an
                                             investment option; (II) the value
                                             and investment performance of
                                             investment alternatives available
                                             under the Plan; (III) the annual
                                             operating expenses of a designated
                                             investment alternative; and (IV)
                                             copies of any prospectuses, or
                                             other material, relating to
                                             available investment options.

                           (ii)     Diversified investment options. The
                                    investment procedure must provide at least
                                    three diversified investment options that
                                    offer a broad range of investment
                                    opportunity. Each of the investment
                                    opportunities must have materially different
                                    risk and return characteristics. The
                                    procedure may allow investment under a
                                    segregated brokerage account.

                           (iii)    Frequency of investment instructions. The
                                    investment procedure must provide the
                                    Participant with the opportunity to give
                                    investment instructions as frequently as is
                                    appropriate to the volatility of the
                                    investment. For each investment option, the
                                    frequency can be no less than quarterly.


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                                   ARTICLE 14
                                PARTICIPANT LOANS

This Article contains rules for providing loans to Participants under the Plan.
This Article applies if: (1) the Employer elects under Part 12 of the Agreement
to provide loans to Participants or (2) if Part 12 does not specify whether
Participant loans are available, the Plan Administrator decides to implement a
Participant loan program. Any Participant loans will be made pursuant to the
default loan policy prescribed by this Article 14 unless the Plan Administrator
adopts a separate written loan policy or modifies the default loan policy in
this Article 14 by adopting modified loan provisions. If the Employer adopts a
separate written loan policy or written modifications to the default loan
program in this Article, the terms of such loan policy or written modifications
will control over the terms of this Plan with respect to the administration of
any Participant loans.

14.1     Default Loan Policy. Loans are available under this Article only if
         such loans:

         (a)      are available to Participants on a reasonably equivalent basis
                  (see Section 14.3);

         (b)      are not available to Highly Compensated Employees in an amount
                  greater than the amount that is available to other
                  Participants;

         (c)      bear a reasonable rate of interest (as determined under
                  Section 14.4) and are adequately secured (as determined under
                  Section 14.5);

         (d)      provide for periodic repayment within a specified period of
                  time (as determined under Section 14.6); and

         (e)      do not exceed, for any Participant, the amount designated
                  under Section 14.7.

         A separate written loan policy may not modify the requirements under
         subsections (a) through (e) above, except as permitted in the
         referenced Sections of this Article.

14.2     Administration of Loan Program. A Participant loan is available under
         this Article only if the Participant makes a request for such a loan in
         accordance with the provisions of this Article or in accordance with a
         separate written loan policy. To receive a Participant loan, a
         Participant must sign a promissory note along with a pledge or
         assignment of the portion of the Account Balance used for security on
         the loan. Except as provided in a separate loan policy or in a written
         modification to the default loan policy in this Article, any reference
         under this Article 14 to a Participant means a Participant or
         Beneficiary who is a party in interest (as defined in ERISAss.3(14)).

         In the case of a restated Plan, if any provision of this Article 14 is
         more restrictive than the terms of the Plan (or a separate written loan
         policy) in effect prior to the adoption of this Prototype Plan, such
         provision shall apply only to loans finalized after the adoption of
         this Prototype Plan, even if the restated Effective Date indicated in
         the Agreement predates the adoption of the Plan.

14.3     Availability of Participant Loans. Participant loans must be made
         available to Participants in a reasonably equivalent manner. The Plan
         Administrator may refuse to make a loan to any Participant who is
         determined to be not creditworthy. For this purpose, a Participant is
         not creditworthy if, based on the facts and circumstances, it is
         reasonable to believe that the Participant will not repay the loan. A
         Participant who has defaulted on a previous loan from the Plan and has
         not repaid such loan (with accrued interest) at the time of any
         subsequent loan will not be treated as creditworthy until such time as
         the Participant repays the defaulted loan (with accrued interest). A
         separate written loan policy or written modification to this loan
         policy may prescribe different rules for determining creditworthiness
         and to what extent creditworthiness must be determined.

         No Participant loan will be made to any Shareholder-Employee or
         Owner-Employee unless a prohibited transaction exemption for such loan
         is obtained from the Department of Labor or the prohibition against
         loans to such individuals is formally withdrawn by statute or by action
         of the Treasury or the Department of Labor. The prohibition against
         loans to Shareholder-Employees and Owner-Employees outlined in this
         paragraph may not be modified by a separate written loan policy.

14.4     Reasonable Interest Rate. A Participant must be charged a reasonable
         rate of interest for any loan he/she receives. For this purpose, the
         interest rate charged on a Participant loan must be commensurate with
         the interest rates charged by persons in the business of lending money
         for loans under similar circumstances. The Plan Administrator will
         determine a reasonable rate of interest by reviewing the interest rates
         charged by a sample of third party lenders in the same geographical
         region as the Employer. The Plan Administrator must periodically review
         its interest rate assumptions to ensure the interest rate charged on
         Participant loans is reasonable. A separate written loan policy or
         written modifications to this loan policy may prescribe an alternative
         means of establishing a reasonable interest rate.

14.5     Adequate Security. All Participant loans must be adequately secured.
         The Participant's vested Account Balance shall be used as security for
         a Participant loan provided the outstanding balance of all Participant
         loans made to such


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         Participant does not exceed 50% of the Participant's vested Account
         Balance, determined immediately after the origination of each loan, and
         if applicable, the spousal consent requirements described in Section
         14.9 have been satisfied. The Plan Administrator (with the consent of
         the Trustee) may require a Participant to provide additional collateral
         to receive a Participant loan if the Plan Administrator determines such
         additional collateral is required to protect the interests of Plan
         Participants. A separate loan policy or written modifications to this
         loan policy may prescribe alternative rules for obtaining adequate
         security. However, the 50% rule in this paragraph may not be replaced
         with a greater percentage.

14.6     Periodic Repayment. A Participant loan must provide for level
         amortization with payments to be made not less frequently than
         quarterly. A Participant loan must be payable within a period not
         exceeding five (5) years from the date the Participant receives the
         loan from the Plan, unless the loan is for the purchase of the
         Participant's principal residence, in which case the loan must be
         payable within a reasonable time commensurate with the repayment period
         permitted by commercial lenders for similar loans. Loan repayments must
         be made through payroll withholding, except to the extent the Plan
         Administrator determines payroll withholding is not practical given the
         level of a Participant's wages, the frequency with which the
         Participant is paid, or other circumstances.

         (a)      Unpaid leave of absence. A Participant with an outstanding
                  Participant loan may suspend loan payments to the Plan for up
                  to 12 months for any period during which the Participant is on
                  an unpaid leave of absence. Upon the Participant's return to
                  employment (or after the end of the 12 month period, if
                  earlier), the Participant's outstanding loan will be
                  reamortized over the remaining period of such loan to make up
                  for the missed payments. The reamortized loan may extend
                  beyond the original loan term so long as the loan is paid in
                  full by whichever of the following dates comes first: (1) the
                  date which is five (5) years from the original date of the
                  loan (or the end of the suspension, if sooner), or (2) the
                  original loan repayment deadline (or the end of the suspension
                  period, if later) plus the length of the suspension period.

         (b)      Military leave. A Participant with an outstanding Participant
                  loan also may suspend loan payments for any period such
                  Participant is on military leave, in accordance with Code
                  ss.414(u)(4). Upon the Participant's return from military
                  leave (or the expiration of five years from the date the
                  Participant began his/her military leave, if earlier), loan
                  payments will recommence under the amortization schedule in
                  effect prior to the Participant's military leave, without
                  regard to the five year maximum loan repayment period.
                  Alternatively, the loan may be reamortized to require a
                  different level of loan payment, as long as the amount and
                  frequency of such payments are not less than the amount and
                  frequency under the amortization schedule in effect prior to
                  the Participant's military leave.

         A separate loan policy or written modification to this loan policy may
         (1) modify the time period for repaying Participant loans, provided
         Participant loans are required to be repaid over a period that is not
         longer than the periods described in this Section; (2) specify the
         frequency of Participant loan repayments, provided the payments are
         required at least quarterly; (3) modify the requirement that loans be
         repaid through payroll withholding; or (4) modify or eliminate the
         leave of absence and/or military leave rules under this Section.

14.7     Loan Limitations. A Participant loan may not be made to the extent such
         loan (when added to the outstanding balance of all other loans made to
         the Participant) exceeds the lesser of:

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

         (b)      one-half (1/2) of the Participant's vested Account Balance,
                  determined as of the Valuation Date coinciding with or
                  immediately preceding such loan, adjusted for any
                  contributions or distributions made since such Valuation Date.

         A Participant may not receive a Participant loan of less than $1,000
         nor may a Participant have more than one Participant loan outstanding
         at any time. A Participant may renegotiate a loan without violating the
         one outstanding loan requirement to the extent such renegotiated loan
         is a new loan (i.e., the renegotiated loan separately satisfies the
         reasonable interest rate requirement under Section 14.4, the adequate
         security requirement under Section 14.5, and the periodic repayment
         requirement under Section 14.6). and the renegotiated loan does not
         exceed the limitations under (a) or (b) above, treating both the
         replaced loan and the renegotiated loan as outstanding at the same
         time. However, if the term of the renegotiated loan does not end later
         than the original term of the replaced loan, the replaced loan may be
         ignored in applying the limitations under (a) and (b) above.

         In applying the limitations under this Section, all plans maintained by
         the Employer are aggregated and treated as a single plan. In addition,
         any assignment or pledge of any portion of the Participant's interest
         in the Plan and any loan, pledge, or assignment with respect to any
         insurance contract purchased under the Plan will be treated as loan
         under this Section.


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         A separate written loan policy or written modifications to this loan
         policy may (1) modify the limitations on the amount of a Participant
         loan; (2) modify or eliminate the minimum loan amount requirement; (3)
         permit a Participant to have more than one loan outstanding at a time;
         (4) prescribe limitations on the purposes for which loans may be
         required; or (5) prescribe rules for reamortization, consolidation,
         renegotiation, or refinancing of loans.

14.8     Segregated Investment. A Participant loan is treated as a segregated
         investment on behalf of the individual Participant for whom the loan is
         made. The Plan Administrator may adopt separate administrative
         procedures for determining which type or types of contributions (and
         the amount of each type of contribution) may be used to provide the
         Participant loan. If the Plan Administrator does not adopt procedures
         designating the type of contributions from which the Participant loan
         will be made, such loan is deemed to be made on a proportionate basis
         from each type of contribution.

         Unless requested otherwise on the Participant's loan application, a
         Participant loan will be made equally from all investment funds in
         which the applicable contributions are held. A Participant or
         Beneficiary may direct the Trustee, on his/her loan application, to
         withdraw the Participant loan amounts from a specific investment fund
         or funds. A Participant loan will not violate the requirements of this
         default loan policy merely because the Plan Administrator does not
         permit the Participant to designate the contributions or funds from
         which the Participant loan will be made. Each payment of principal and
         interest paid by a Participant on his/her Participant loan shall be
         credited proportionately to such Participant's Account(s) and to the
         investment funds within such Account(s).

         A separate loan policy or written modifications to this loan policy may
         modify the rules of this Section without limitation, including
         prescribing different rules for determining the source of a loan with
         respect to contribution types and investment funds.

14.9     Spousal Consent. If this Plan is subject to the Joint and Survivor
         Annuity requirements under Article 9, a Participant may not use his/her
         Account Balance as security for a Participant loan unless the
         Participant's spouse, if any, consents to the use of such Account
         Balance as security for the loan. The spousal consent must be made
         within the 90-day period ending on the date the Participant's Account
         Balance is to be used as security for the loan. Spousal consent is not
         required, however, if the value of the Participant's total vested
         Account Balance (as determined under Section 8.3(e)) does not exceed
         $5,000 ($3,500 for loans made before the time the $5,000 rules becomes
         effective under Section 8.3). If the Plan is not subject to the Joint
         and Survivor Annuity requirements under Article 9, a spouse's consent
         is not required to use a Participant's Account Balance as security for
         a Participant loan, regardless of the value of the Participant's
         Account Balance.

         Any spousal consent required under this Section must be in writing,
         must acknowledge the effect of the loan, and must be witnessed by a
         plan representative or notary public. Any such consent to use the
         Participant's Account Balance as security for a Participant loan is
         binding with respect to the consenting spouse and with respect to any
         subsequent spouse as it applies to such loan. A new spousal consent
         will be required if the Account Balance is subsequently used as
         security for a renegotiation, extension, renewal, or other revision of
         the loan. A new spousal consent also will be required only if any
         portion of the Participant's Account Balance will be used as security
         for a subsequent Participant loan.

         A separate loan policy or written modifications to this loan policy may
         not eliminate the spousal consent requirement where it would be
         required under this Section, but may impose spousal consent
         requirements that are not prescribed by this Section.

14.10    Procedures for Loan Default. A Participant will be considered to be in
         default with respect to a loan if any scheduled repayment with respect
         to such loan is not made by the end of the calendar quarter following
         the calendar quarter in which the missed payment was due.

         If a Participant defaults on a Participant loan, the Plan may not
         offset the Participant's Account Balance until the Participant is
         otherwise entitled to an immediate distribution of the portion of the
         Account Balance which will be offset and such amount being offset is
         available as security on the loan, pursuant to Section 14.5. For this
         purpose, a loan default is treated as an immediate distribution event
         to the extent the law does not prohibit an actual distribution of the
         type of contributions which would be offset as a result of the loan
         default (determined without regard to the consent requirements under
         Articles 8 and 9, so long as spousal consent was properly obtained at
         the time of the loan, if required under Section 14.9). The Participant
         may repay the outstanding balance of a defaulted loan (including
         accrued interest through the date of repayment) at any time.

         Pending the offset of a Participant's Account Balance following a
         defaulted loan, the following rules apply to the amount in default.

         (a)      Interest continues to accrue on the amount in default until
                  the time of the loan offset or, if earlier, the date the loan
                  repayments are made current or the amount is satisfied with
                  other collateral.


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         (b)      A subsequent offset of the amount in default is not reported
                  as a taxable distribution, except to the extent the taxable
                  portion of the default amount was not previously reported by
                  the Plan as a taxable distribution.

         (c)      The post-default accrued interest included in the loan offset
                  is not reported as a taxable distribution at the time of the
                  offset.

         A separate loan policy or written modifications to this loan policy may
         modify the procedures for determining a loan default.

14.11    Termination of Employment.

         (a)      Offset of outstanding loan. A Participant loan becomes due and
                  payable in full immediately upon the Participant's termination
                  of employment. Upon a Participant's termination, the
                  Participant may repay the entire outstanding balance of the
                  loan (including any accrued interest) within a reasonable
                  period following termination of employment. If the Participant
                  does not repay the entire outstanding loan balance, the
                  Participant's vested Account Balance will be reduced by the
                  remaining outstanding balance of the loan (without regard to
                  the consent requirements under Articles 8 and 9, so long as
                  spousal consent was properly obtained at the time of the loan,
                  if required under Section 14.9), to the extent such Account
                  Balance is available as security on the loan, pursuant to
                  Section 14.5, and the remaining vested Account Balance will be
                  distributed in accordance with the distribution provisions
                  under Article 8. If the outstanding loan balance of a deceased
                  Participant is not repaid, the outstanding loan balance shall
                  be treated as a distribution to the Participant and shall
                  reduce the death benefit amount payable to the Beneficiary
                  under Section 8.4.

         (b)      Direct Rollover. Upon termination of employment, a Participant
                  may request a Direct Rollover of the loan note (provided the
                  distribution is an Eligible Rollover Distribution as defined
                  in Section 8.8(a)) to another qualified plan which agrees to
                  accept a Direct Rollover of the loan note. A Participant may
                  not engage in a Direct Rollover of a loan to the extent the
                  Participant has already received a deemed distribution with
                  respect to such loan. (See the rules regarding deemed
                  distributions upon a loan default under Section 14.10.)

         (c)      Modified loan policy. A separate loan policy or written
                  modifications to this loan policy may modify this Section
                  14.11, including, but not limited to: (1) a provision to
                  permit loan repayments to continue beyond termination of
                  employment; (2) to prohibit the Direct Rollover of a loan
                  note; and (3) to provide for other events that may accelerate
                  the Participant's repayment obligation under the loan.


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                                   ARTICLE 15
                          INVESTMENT IN LIFE INSURANCE

This Article provides special rules for Plans that permit investment in life
insurance on the life of the Participant, the Participant's spouse, or other
family members. The Employer may elect in Part 12 of the Agreement to permit
life insurance investments in the Plan, or life insurance investments may be
permitted, prohibited, or restricted under the Plan through separate investment
procedures or a separate funding policy. If the Plan prohibits investments in
life insurance, this Article does not apply.

15.1     Investment in Life Insurance. A group or individual life insurance
         policy purchased by the Plan may be issued on the life of a
         Participant, a Participant's spouse, a Participant's child or children,
         a family member of the Participant, or any other individual with an
         insurable interest. If this Plan is a money purchase plan, a life
         insurance policy may only be issued on the life of the Participant. A
         life insurance policy includes any type of policy, including a
         second-to-die policy, provided that the holding of a particular type of
         policy is not prohibited under rules applicable to qualified plans.

         Any premiums on life insurance held for the benefit of a Participant
         will be charged against such Participant's vested Account Balance.
         Unless directed otherwise, the Plan Administrator will reduce each of
         the Participant's Accounts under the Plan equally to pay premiums on
         life insurance held for such Participant's benefit. Any premiums paid
         for life insurance policies must satisfy the incidental life insurance
         rules under Section 15.2.

15.2     Incidental Life Insurance Rules. Any life insurance purchased under the
         Plan must meet the following requirements:

         (a)      Ordinary life insurance policies. The aggregate premiums paid
                  for ordinary life insurance policies (i.e., policies with both
                  nondecreasing death benefits and nonincreasing premiums) for
                  the benefit of a Participant shall not at any time exceed 49%
                  of the aggregate amount of Employer Contributions (including
                  Section 401(k) Deferrals) and forfeitures that have been
                  allocated to the Account of such Participant.

         (b)      Life insurance policies other than ordinary life. The
                  aggregate premiums paid for term, universal or other life
                  insurance policies (other than ordinary life insurance
                  policies) for the benefit of a Participant shall not at any
                  time exceed 25% of the aggregate amount of Employer
                  Contributions (including Section 401(k) Deferrals) and
                  forfeitures that have been allocated to the Account of such
                  Participant.

         (c)      Combination of ordinary and other life insurance policies. The
                  sum of one half (1/2) of the aggregate premiums paid for
                  ordinary life insurance policies plus all the aggregate
                  premiums paid for any other life insurance policies for the
                  benefit of a Participant shall not at any time exceed 25% of
                  the aggregate amount of Employer Contributions (including
                  Section 401(k) Deferrals) and forfeitures which have been
                  allocated to the Account of such Participant.

         (d)      Exception for certain profit sharing and 401(k) plans. If the
                  Plan is a profit sharing plan or a 401(k) plan, the
                  limitations in this Section do not apply to the extent life
                  insurance premiums are paid only with Employer Contributions
                  and forfeitures that have been accumulated in the
                  Participant's Account for at least two years or are paid with
                  respect to a Participant who has been an Eligible Participant
                  for at least five years. For purposes of applying this special
                  limitation, Employer Contributions do not include any Section
                  401(k) Deferrals, QMACs, QNECs or Safe Harbor Contributions
                  under a 401(k) plan.

         (e)      Exception for Employee After Tax Contributions and Rollover
                  Contributions. The Plan Administrator also may invest, with
                  the Participant's consent, any portion of the Participant's
                  Employee After Tax Contribution Account or Rollover
                  Contribution Account in a group or individual life insurance
                  policy for the benefit of such Participant, without regard to
                  the incidental life insurance rules under this Section.

15.3     Ownership of Life Insurance Policies. The Trustee is the owner of any
         life insurance policies purchased under the Plan in accordance with the
         provisions of this Article 15. Any life insurance policy purchased
         under the Plan must designate the Trustee as owner and beneficiary
         under the policy. The Trustee will pay all proceeds of any life
         insurance policies to the Beneficiary of the Participant for whom such
         policy is held in accordance with the distribution provisions under
         Article 8 and the Joint and Survivor Annuity requirements under Article
         9. In no event shall the Trustee retain any part of the proceeds from
         any life insurance policies for the benefit of the Plan.

15.4     Evidence of Insurability. Prior to purchasing a life insurance policy,
         the Plan Administrator may require the individual whose life is being
         insured to provide evidence of insurability, such as a physical
         examination, as may be required by the Insurer.

15.5     Distribution of Insurance Policies. Life insurance policies under the
         Plan, which are held on behalf of a Participant, must be distributed to
         the Participant or converted to cash upon the later of the
         Participant's Distribution Commencement Date (as defined in Section
         22.56) or termination of employment. Any life insurance policies that
         are held on behalf of a terminated Participant must continue to satisfy
         the incidental life insurance rules under Section 15.2.


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         If a life insurance policy is purchased on behalf of an individual
         other than the Participant, and such individual dies, the Participant
         may withdraw any or all life insurance proceeds from the Plan, to the
         extent such proceeds exceed the cash value of the life insurance policy
         determined immediately before the death of the insured individual.

15.6     Discontinuance of Insurance Policies. Investments in life insurance may
         be discontinued at any time, either at the direction of the Trustee or
         other fiduciary responsible for making investment decisions. If the
         Plan provides for Participant direction of investments, life insurance
         as an investment option may be eliminated at any time by the Plan
         Administrator. Where life insurance investment options are being
         discontinued, the Plan Administrator, in its sole discretion, may offer
         the sale of the insurance policies to the Participant, or to another
         person, provided that the prohibited transaction exemption requirements
         prescribed by the Department of Labor are satisfied.

15.7     Protection of Insurer. An Insurer that issues a life insurance policy
         under the terms of this Article, shall not be responsible for the
         validity of this Plan and shall be protected and held harmless for any
         actions taken or not taken by the Trustee or any actions taken in
         accordance with written directions from the Trustee or the Employer (or
         any duly authorized representatives of the Trustee or Employer). An
         Insurer shall have no obligation to determine the propriety of any
         premium payments or to guarantee the proper application of any payments
         made by the insurance company to the Trustee.

         The Insurer is not and shall not be considered a party to this
         Agreement and is not a fiduciary with respect to the Plan solely as a
         result of the issuance of life insurance policies under this Article
         15.

15.8     No Responsibility for Act of Insurer. Neither the Employer, the Plan
         Administrator nor the Trustee shall be responsible for the validity of
         the provisions under a life insurance policy issued under this Article
         15 or for the failure or refusal by the Insurer to provide benefits
         under such policy. The Employer, the Plan Administrator and the Trustee
         are also not responsible for any action or failure to act by the
         Insurer or any other person which results in the delay of a payment
         under the life insurance policy or which renders the policy invalid or
         unenforceable in whole or in part.


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                                   ARTICLE 16
                           TOP-HEAVY PLAN REQUIREMENTS

This Article contains the rules for determining whether the Plan is a Top-Heavy
Plan and the consequences of having a Top-Heavy Plan. Part 6 of the Agreement
provides for elections relating to the vesting schedule for a Top-Heavy Plan.
Part 13 of the Agreement allows the Employer to elect to satisfy the Top-Heavy
Plan allocation requirements under another plan.

16.1     In General. If the Plan is or becomes a Top-Heavy Plan in any Plan
         Year, the provisions of this Article 16 will supersede any conflicting
         provisions in the Plan or Agreement. However, this Article 16 will no
         longer apply if Code ss.416 is repealed.

16.2     Top-Heavy Plan Consequences.

         (a)      Minimum allocation for Non Key Employees. If the Plan is a Top
                  Heavy Plan for any Plan Year, except as otherwise provided in
                  subsections (4) and (5) below, the Employer Contributions and
                  forfeitures allocated for the Plan Year on behalf of any
                  Eligible Participant who is a Non Key Employee must not be
                  less than a minimum percentage of the Participant's Total
                  Compensation (as defined in Section 16.3(i)). If any Non Key
                  Employee who is entitled to receive a top heavy minimum
                  contribution pursuant to this Section 16.2(a) fails to receive
                  an appropriate allocation, the Employer will make an
                  additional contribution on behalf of such Non Key Employee to
                  satisfy the requirements of this Section. The Employer may
                  elect under Part 4 of the Agreement [Part 4C of the 401(k)
                  Agreement] to make the top heavy contribution to all Eligible
                  Participants. If the Employer elects under the Agreement to
                  provide the top heavy minimum contribution to all Eligible
                  Participants, the Employer also will make an additional
                  contribution on behalf of any Key Employee who is an Eligible
                  Participant and who did not receive an allocation equal to the
                  top heavy minimum contribution.

                  (1)      Determining the minimum percentage. The minimum
                           percentage that must be allocated under subsection
                           (a) above is the lesser of: (i) three (3) percent of
                           Total Compensation for the Plan Year or (ii) the
                           highest contribution rate for any Key Employee for
                           the Plan Year. The highest contribution rate for a
                           Key Employee is determined by taking into account the
                           total Employer Contributions and forfeitures
                           allocated to each Key Employee for the Plan Year, as
                           a percentage of the Key Employee's Total
                           Compensation. A Key Employee's contribution rate
                           includes Section 401(k) Deferrals made by the Key
                           Employee for the Plan Year (except as provided by
                           regulation or statute). If this Plan is aggregated
                           with a Defined Benefit Plan to satisfy the
                           requirements of Code ss.401(a)(4) or Code ss.410(b),
                           the minimum percentage is three (3) percent, without
                           regard to the highest Key Employee contribution rate.
                           See subsection (5) below if the Employer maintains
                           more than one plan.

                  (2)      Determining whether the Non-Key Employee's allocation
                           satisfies the minimum percentage. To determine if a
                           Non-Key Employee's allocation of Employer
                           Contributions and forfeitures is at least equal to
                           the minimum percentage, the Employee's Section 401(k)
                           Deferrals for the Plan Year are disregarded. In
                           addition, Matching Contributions allocated to the
                           Employee's Account for the Plan Year are disregarded,
                           unless: (i) the Plan Administrator elects to take all
                           or a portion of the Matching Contributions into
                           account, or (ii) Matching Contributions are taken
                           into account by statute or regulation. The rule in
                           (i) does not apply unless the Matching Contributions
                           so taken into account could satisfy the
                           nondiscrimination testing requirements under Code
                           ss.401(a)(4) if tested separately. Any Employer
                           Matching Contributions used to satisfy the Top-Heavy
                           Plan minimum allocation may not be used in the ACP
                           Test (as defined in Section 17.3), except to the
                           extent permitted under statute, regulation or other
                           guidance of general applicability.

                  (3)      Certain allocation conditions inapplicable. The
                           Top-Heavy Plan minimum allocation shall be made even
                           though, under other Plan provisions, the Non-Key
                           Employee would not otherwise be entitled to receive
                           an allocation, or would have received a lesser
                           allocation for the Plan Year because of:

                           (i)      the Participant's failure to complete 1,000
                                    Hours of Service (or any equivalent provided
                                    in the Plan),

                           (ii)     the Participant's failure to make Employee
                                    After-Tax Contributions to the Plan, or

                           (iii)    Total Compensation is less than a stated
                                    amount.

                           The minimum allocation also is determined without
                           regard to any Social Security contribution or whether
                           an Eligible Participant fails to make Section 401(k)
                           Deferrals for a Plan Year in which the Plan includes
                           a 401(k) feature.


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                  (4)      Participants not employed on the last day of the Plan
                           Year. The minimum allocation requirement described in
                           this subsection (a) does not apply to an Eligible
                           Participant who was not employed by the Employer on
                           the last day of the applicable Plan Year.

                  (5)      Participation in more than one Top-heavy Plan. The
                           minimum allocation requirement described in this
                           subsection (a) does not apply to an Eligible
                           Participant who is covered under another plan
                           maintained by the Employer if, pursuant to Part 13,
                           #54 of the Agreement [Part 13, #72 of the 401(k)
                           Agreement], the other Plan will satisfy the minimum
                           allocation requirement.

                           (i)      More than one Defined Contribution Plans. If
                                    the Employer maintains more than one
                                    top-heavy Defined Contribution Plan
                                    (including Paired Plans), the Employer may
                                    designate in Part 13, #54.a. of the
                                    Agreement [Part 13, #72.a. of the 401(k)
                                    Agreement] which plan will provide the
                                    top-heavy minimum contribution to Non-Key
                                    Employees. Alternatively, under Part 13,
                                    #54.a.(3) of the Agreement [Part 13,
                                    #72.a.(3) of the 401(k) Agreement], the
                                    Employer may designate another means of
                                    complying with the top-heavy requirements.
                                    If Part 13, #54 of the Agreement [Part 13,
                                    #72 of the 401(k) Agreement] is not
                                    completed and the Employer maintains more
                                    than one Defined Contribution Plan, the
                                    Employer will be deemed to have selected
                                    this Plan under Part 13, #54.a. of the
                                    Agreement [Part 13, #72.a. of the 401(k)
                                    Agreement] as the Plan under which the
                                    top-heavy minimum contribution will be
                                    provided.

                                    If an Employee is entitled to a top-heavy
                                    minimum contribution but has not satisfied
                                    the minimum age and/or service requirements
                                    under the Plan designated to provide the
                                    top-heavy minimum contribution, the Employee
                                    may receive a top-heavy minimum contribution
                                    under the designated Plan. Thus, for
                                    example, if the Employer maintains both a
                                    401(k) plan and a non-401(k) plan, a Non-Key
                                    Employee who has not satisfied the minimum
                                    age and service conditions under Part 1, #5
                                    of the non-401(k) plan Agreement is eligible
                                    for a top-heavy minimum allocation under the
                                    non-401(k) plan (if so provided under Part
                                    13, #54.a. of the Agreement [Part 13, #72.a.
                                    of the 401(k) Agreement]) if such Employee
                                    has satisfied the eligibility conditions for
                                    making Section 401(k) Deferrals under the
                                    401(k) plan. The provision of a top-heavy
                                    minimum contribution under this paragraph
                                    will not cause the Plan to fail the minimum
                                    coverage or nondiscrimination rules. The
                                    Employer may designate an alternative method
                                    of providing the top-heavy minimum
                                    contribution to such Employees under Part
                                    13, #54.a.(3) of the Agreement [Part 13,
                                    #72.a.(3) of the 401(k) Agreement].

                           (ii)     Defined Contribution Plan and a Defined
                                    Benefit Plan. If the Employer maintains both
                                    a top-heavy Defined Contribution Plan (under
                                    this BPD) and a top-heavy Defined Benefit
                                    Plan, the Employer must designate the manner
                                    in which the plans will comply with the
                                    Top-Heavy Plan requirements. Under Part 13,
                                    #54.b. of the Agreement [Part 13, #72.b. of
                                    the 401(k) Agreement], the Employer may
                                    elect to provide the top-heavy minimum
                                    benefit to Non-Key Employees who participate
                                    in both Plans (A) in the Defined Benefit
                                    Plan; (B) in the Defined Contribution Plan
                                    (but increasing the minimum allocation from
                                    3% to 5%); or (C) under any other acceptable
                                    method of compliance. If a Non-Key Employee
                                    participates only under the Defined Benefit
                                    Plan, the top-heavy minimum benefit will be
                                    provided under the Defined Benefit Plan. If
                                    a Non-Key Employee participates only under
                                    the Defined Contribution Plan, the top-heavy
                                    minimum benefit will be provided under the
                                    Defined Contribution Plan (without regard to
                                    this subsection (ii)). If Part 13, #54.b. of
                                    the Agreement [Part 13, #72.b. of the 401(k)
                                    Agreement] is not completed and the Employer
                                    maintains a Defined Benefit Plan, the
                                    Employer will be deemed to have selected
                                    this Plan under Part 13, #54.b.(1) of the
                                    Agreement [Part 13, #72.b.(1) of the 401(k)
                                    Agreement] as the plan under which the
                                    top-heavy minimum contribution will be
                                    provided.

                                    If the Employer maintains more than one
                                    Defined Contribution Plan in addition to a
                                    Defined Benefit Plan, the Employer may use
                                    Part 13, #54.b.(3) of the Agreement [Part
                                    13, #72.b.(3) of the 401(k) Agreement] to
                                    designate which Defined Contribution Plan
                                    will provide the top-heavy minimum
                                    contribution.

                                    If the Employer is using the Four-Step
                                    Permitted Disparity Method (as described in
                                    Section 2.2(b)(ii)) and elects under Part
                                    13, #54.b.(1) of the Agreement [Part 13,
                                    #72.b.(1) of the 401(k) Agreement] to
                                    provide a 5% top-heavy minimum contribution,
                                    the 3% minimum allocation under Step One is
                                    increased to 5%. The 3% allocation under
                                    Step Two will also be increased to the
                                    lesser of (A) 5% or (B) the amount
                                    determined under Step Three (increased by 3
                                    percentage points). If an additional
                                    allocation is to be


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                                    made under Step Three, the Applicable
                                    Percentage under Section 2.2(b)(ii)(C) must
                                    be reduced by 2 percentage points (but not
                                    below zero).

                  (6)      No forfeiture for certain events. The minimum
                           top-heavy allocation (to the extent required to be
                           nonforfeitable under Code ss.416(b)) may not be
                           forfeited under the suspension of benefit rules of
                           Code ss.411(a)(3)(B) or the withdrawal of mandatory
                           contribution rules of Code ss.411(a)(3)(D).

         (b)      Special Top Heavy Vesting Rules.

                  (1)      Minimum vesting schedules. For any Plan Year in which
                           this Plan is a Top-Heavy Plan, the Top-Heavy Plan
                           vesting schedule elected in Part 6, #19 of the
                           Agreement [Part 6, #37 of the 401(k) Agreement] will
                           automatically apply to the Plan. The Top-Heavy Plan
                           vesting schedule will apply to all benefits within
                           the meaning of Code ss.411(a)(7) except those
                           attributable to Employee After-Tax Contributions,
                           including benefits accrued before the effective date
                           of Code ss.416 and benefits accrued before the Plan
                           became a Top-Heavy Plan. No decrease in a
                           Participant's nonforfeitable percentage may occur in
                           the event the Plan's status as a Top-Heavy Plan
                           changes for any Plan Year. However, this subsection
                           does not apply to the Account Balance of any Employee
                           who does not have an Hour of Service after a
                           Top-Heavy Plan vesting schedule becomes effective.

                  (2)      Shifting Top-Heavy Plan status. If the vesting
                           schedule under the Plan shifts in or out of the
                           Top-Heavy Plan vesting schedule for any Plan Year
                           because of a change in Top-Heavy Plan status, such
                           shift is an amendment to the vesting schedule and the
                           election in Section 4.7 of the Plan applies.

16.3     Top-Heavy Definitions.

         (a)      Determination Date: For any Plan Year subsequent to the first
                  Plan Year, the Determination Date is the last day of the
                  preceding Plan Year. For the first Plan Year of the Plan, the
                  Determination Date is the last day of that first Plan Year.

         (b)      Determination Period: The Plan Year containing the
                  Determination Date and the four (4) preceding Plan Years.

         (c)      Key Employee: Any Employee or former Employee (and the
                  Beneficiaries of such Employee) is a Key Employee for a Plan
                  Year if, at any time during the Determination Period, the
                  individual was:

                  (1)      an officer of the Employer with annual Total
                           Compensation in excess of 50 percent of the dollar
                           limitation under Codess.415(b)(1)(A),

                  (2)      an owner (or considered an owner under Code ss.318)
                           of one of the ten largest interests in the Employer
                           with annual Total Compensation in excess of 100
                           percent of the dollar limitation under Code
                           ss.415(c)(1)(A);

                  (3)      a Five-Percent Owner (as defined in Section 22.88),

                  (4)      a more than 1-percent owner of the Employer with an
                           annual Total Compensation of more than $150,000.

                  The Key Employee determination will be made in accordance with
                  Code ss.416(i)(1) and the regulations thereunder.

         (d)      Permissive Aggregation Group: The Required Aggregation Group
                  of plans plus any other plan or plans of the Employer which,
                  when considered as a group with the Required Aggregation
                  Group, would continue to satisfy the requirements of Code
                  ss.ss.401(a)(4) and 410.

         (e)      Present Value: The present value based on the interest and
                  mortality rates specified in the relevant Defined Benefit
                  Plan. In the event that more than one Defined Benefit Plan is
                  included in a Required Aggregation Group or Permissive
                  Aggregation Group, a uniform set of actuarial assumptions must
                  be applied to determine present value. The Employer may
                  specify in Part 13, #54.b.(3) of the Agreement [Part 13,
                  #72.b.(3) of the 401(k) Agreement] the actuarial assumptions
                  that will apply if the Defined Benefit Plans do not specify a
                  uniform set of actuarial assumptions to be used to determine
                  if the plans are Top Heavy.


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         (f)      Required Aggregation Group:

                  (1)      Each qualified plan of the Employer in which at least
                           one Key Employee participates or participated at any
                           time during the Determination Period (regardless of
                           whether the plan has terminated), and

                  (2)      any other qualified plan of the Employer that enables
                           a plan described in (l) to meet the coverage or
                           nondiscrimination requirements of Code ss.ss.410(b)
                           or 401(a)(4).

         (g)      Top Heavy Plan: For any Plan Year, this Plan is a Top Heavy
                  Plan if any of the following conditions exist:

                  (1)      The Plan is not part of any Required Aggregation
                           Group or Permissive Aggregation Group of plans, and
                           the Top-Heavy Ratio for the Plan exceeds 60 percent.

                  (2)      The Plan is part of a Required Aggregation Group of
                           plans, but not part of a Permissive Aggregation
                           Group, and the Top-Heavy Ratio for the Required
                           Aggregation Group of plans exceeds 60 percent.

                  (3)      The Plan is part of a Required Aggregation Group and
                           part of a Permissive Aggregation Group of plans, and
                           the Top-Heavy Ratio for the Permissive Aggregation
                           Group exceeds 60 percent.

         (h)      Top Heavy Ratio:

                  (1)      Defined Contribution Plans only. This paragraph
                           applies if the Employer maintains one or more Defined
                           Contribution Plans (including any SEP described under
                           Code ss.408(k)) and the Employer has not maintained
                           any Defined Benefit Plan that during the
                           Determination Period has or has had Accrued Benefits.
                           The Top-Heavy Ratio for this Plan alone, or for the
                           Required Aggregation Group or Permissive Aggregation
                           Group, as appropriate, is a fraction, the numerator
                           of which is the sum of the Account Balances of all
                           Key Employees as of the Determination Date(s) and the
                           denominator of which is the sum of all Account
                           Balances, both computed in accordance with Code
                           ss.416 and the regulations thereunder.

                  (2)      Defined Contribution Plan and Defined Benefit Plan.
                           This paragraph applies if the Employer maintains one
                           or more Defined Contribution Plans (including a SEP
                           described under Code ss.408(k)) and the Employer
                           maintains or has maintained one or more Defined
                           Benefit Plans which during the Determination Period
                           has or has had any Accrued Benefits. The Top-Heavy
                           Ratio for any Required Aggregation Group or
                           Permissive Aggregation Group, as appropriate, is a
                           fraction, the numerator of which is the sum of
                           Account Balances under the aggregated Defined
                           Contribution Plan(s) for all Key Employees, and the
                           Present Value of Accrued Benefits under the
                           aggregated Defined Benefit Plan(s) for all Key
                           Employees as of the Determination Date(s), and the
                           denominator of which is the sum of the Account
                           Balances under the aggregated Defined Contribution
                           Plan(s) for all Participants and the Present Value of
                           Accrued Benefits under the Defined Benefit Plan(s)
                           for all Participants as of the Determination Date(s),
                           all determined in accordance with Code ss.416 and the
                           regulations thereunder. The accrued benefits under a
                           Defined Benefit Plan in both the numerator and
                           denominator of the Top-Heavy Ratio are increased for
                           any distributions of an accrued benefit made in the
                           five-year period ending on the Determination Date.

                  (3)      Applicable Valuation Dates. For purposes of
                           subsections (1) and (2) above, the value of Account
                           Balances and the Present Value of Accrued Benefits
                           will be determined as of the most recent Valuation
                           Date that falls within or ends with the 12-month
                           period ending on the Determination Date, except as
                           provided in Code ss.416 and the regulations
                           thereunder for the first and second Plan Years of a
                           Defined Benefit Plan. When aggregating plans, the
                           value of Account Balances and Accrued Benefits will
                           be calculated with reference to the Determination
                           Dates that fall within the same calendar year.

                  (4)      Valuation of benefits. Determining a Participant's
                           Account Balance or Accrued Benefit. The calculation
                           of the Top-Heavy Ratio, and the extent to which
                           distributions, rollovers, and transfers are taken
                           into account will be made in accordance with Code
                           ss.416 and the regulations thereunder. For purposes
                           of subsections (1) and (2) above, the Account Balance
                           and/or Accrued Benefit of each Participant is
                           adjusted as provided under subsections (i) and (ii)
                           below.

                           (i)      Increase for prior distributions. In
                                    applying the Top-Heavy Ratio, a
                                    Participant's Account Balance and/or Accrued
                                    Benefit is increased for any distributions
                                    made from the Plan during the Determination
                                    Period.


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                           (ii)     Increase for future contributions. Both the
                                    numerator and denominator of the Top-Heavy
                                    Ratio are increased to reflect any
                                    contribution to a Defined Contribution Plan
                                    not actually made as of the Determination
                                    Date, but which is required to be taken into
                                    account on that date under Code ss.416 and
                                    the regulations thereunder.

                           (iii)    Exclusion of certain benefits. The Account
                                    Balance and/or Accrued Benefit of a
                                    Participant (and any distribution during the
                                    Determination Period with respect to such
                                    Participant's Account Balance or Accrued
                                    Benefit) is disregarded from the Top-Heavy
                                    Ratio if: (A) the Participant is a Non-Key
                                    Employee who was a Key Employee in a prior
                                    year, or (B) the Participant has not been
                                    credited with at least one Hour of Service
                                    during the Determination Period. The
                                    calculation of the Top-Heavy Ratio, and the
                                    extent to which distributions, rollovers,
                                    and transfers are taken into account will be
                                    made in accordance with Codess.416 and the
                                    regulations thereunder.

                           (iv)     Calculation of Accrued Benefit. The Accrued
                                    Benefit of a Participant other than a Key
                                    Employee shall be determined under: (A) the
                                    method, if any, that uniformly applies for
                                    accrual purposes under all Defined Benefit
                                    Plans maintained by the Employer; or (B) if
                                    there is no such method, as if such benefit
                                    accrued not more rapidly than the slowest
                                    accrual rate permitted under the fractional
                                    rule of Code ss.411(b)(1)(C).

         (i)      Total Compensation. For purposes of determining the minimum
                  top heavy contribution under 16.2(a), Total Compensation is
                  determined using the definition under Section 7.4(f),
                  including the special rule under Section 7.4(f)(4) for years
                  beginning before January 1, 1998. For this purpose, Total
                  Compensation is subject to the Compensation Dollar Limitation
                  as defined in Section 22.32.

         (j)      Valuation Date: The date as of which Account Balances are
                  valued for purposes of calculating the Top Heavy Ratio.


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                                   ARTICLE 17
                             401(k) PLAN PROVISIONS

This Article sets forth the special testing rules applicable to Section 401(k)
Deferrals, Employer Matching Contributions, and Employee After-Tax Contributions
that may be made under the 401(k) Agreement and the requirements to qualify as a
Safe Harbor 401(k) Plan. Section 17.1 provides limits on the amount of Elective
Deferrals an Employee may defer into the Plan during a calendar year. Sections
17.2 and 17.3 set forth the rules for running the ADP Test and ACP Test with
respect to contributions under the 401(k) plan and Section 17.4 discusses the
requirements for applying the Multiple Use Test. Section 17.5 prescribes special
testing rules for performing the ADP Test and the ACP Test. Section 17.6 sets
forth the requirements that must be met to qualify as a Safe Harbor 401(k) Plan.
Unless otherwise stated, any reference to the Agreement under this Article 17 is
a reference to the 401(k) Agreement.

17.1     Limitation on the Amount of Section 401(k) Deferrals.

         (a)      In general. An Eligible Participant's total Section 401(k)
                  Deferrals under this Plan, or any other qualified plan of the
                  Employer, for any calendar year may not exceed the lesser of:

                  (1)      the percentage of Included Compensation designated
                           under Part 4A, #12 of the Agreement;

                  (2)      the dollar limitation under Code ss.402(g); or

                  (3)      the amount permitted under the Annual Additions
                           Limitation described in Article 7.

         (b)      Maximum deferral limitation. If the Employer elects to impose
                  a maximum deferral limitation under Part 4A, #12 of the
                  Agreement, it must designate under Part 4A, #12.a. the period
                  for which such limitation applies. Regardless of any
                  limitation designated under Part 4A, #12 of the Agreement, the
                  Employer may provide for alternative limitations in the Salary
                  Reduction Agreement with respect to designated types of
                  Included Compensation, such as bonus payments. If no maximum
                  percentage is designated under Part 4A, #12 of the Agreement,
                  the only limit on a Participant's Section 401(k) Deferrals
                  under this Plan is the dollar limitation under Code ss.402(g)
                  and the Annual Additions Limitation.

         (c)      Correction of Code ss.402(g) violation. A Participant may not
                  make Section 401(k) Deferrals that exceed the dollar
                  limitation under Code ss.402(g). The dollar limitation under
                  Code ss.402(g) applicable to a Participant's Section 401(k)
                  Deferrals under this Plan is reduced by any Elective Deferrals
                  the Participant makes under any other plan maintained by the
                  Employer. If a Participant makes Section 401(k) Deferrals that
                  exceed the Code ss.402(g) limit, the Employer may correct the
                  Code ss.402(g) violation in the following manner.

                  (1)      Suspension of Section 401(k) Deferrals. The Employer
                           may suspend a Participant's Section 401(k) Deferrals
                           under the Plan for the remainder of the calendar year
                           when the Participant's Section 401(k) Deferrals under
                           this Plan, in combination with any Elective Deferrals
                           the Participant makes during the calendar year under
                           any other plan maintained by the Employer, equal or
                           exceed the dollar limitation under Code ss.402(g).

                  (2)      Distribution of Excess Deferrals. If a Participant
                           makes Section 401(k) Deferrals under this Plan during
                           a calendar year which exceed the dollar limitation
                           under Code ss.402(g), the Participant will receive a
                           corrective distribution from the Plan of the Excess
                           Deferrals (plus allocable income) no later than April
                           15 of the following calendar year. The amount which
                           must be distributed as a correction of Excess
                           Deferrals for a calendar year equals the amount of
                           Elective Deferrals the Participant contributes in
                           excess of the dollar limitation under Code ss.402(g)
                           during the calendar year to this Plan, and any other
                           plan maintained by the Employer, reduced by any
                           corrective distribution of Excess Deferrals the
                           Participant receives during the calendar year from
                           this Plan or other plan(s) maintained by the
                           Employer. Excess Deferrals that are distributed after
                           April 15 are includible in the Participant's gross
                           income in both the taxable year in which deferred and
                           the taxable year in which distributed.

                           (i)      Allocable gain or loss. A corrective
                                    distribution of Excess Deferrals must
                                    include any allocable gain or loss for the
                                    calendar year in which the Excess Deferrals
                                    are made. For this purpose, allocable gain
                                    or loss on Excess Deferrals may be
                                    determined in any reasonable manner,
                                    provided the manner used to determine
                                    allocable gain or loss is applied uniformly
                                    and in a manner that is reasonably
                                    reflective of the method used by the Plan
                                    for allocating income to Participants'
                                    Accounts.

                           (ii)     Coordination with other provisions. A
                                    corrective distribution of Excess Deferrals
                                    made by April 15 of the following calendar
                                    year may be made without consent of the
                                    Participant or the Participant's spouse, and
                                    without regard to any distribution
                                    restrictions


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                                    applicable under Article 8 or Article 9. A
                                    corrective distribution of Excess Deferrals
                                    made by the appropriate April 15 also is not
                                    treated as a distribution for purposes of
                                    applying the required minimum distribution
                                    rules under Article 10.

                           (iii)    Coordination with corrective distribution of
                                    Excess Contributions. If a Participant for
                                    whom a corrective distribution of Excess
                                    Deferrals is being made received a previous
                                    corrective distribution of Excess
                                    Contributions to correct the ADP Test for
                                    the Plan Year beginning with or within the
                                    calendar year for which the Participant made
                                    the Excess Deferrals, the previous
                                    corrective distribution of Excess
                                    Contributions is treated first as a
                                    corrective distribution of Excess Deferrals
                                    to the extent necessary to eliminate the
                                    Excess Deferral violation. The amount of the
                                    corrective distribution of Excess
                                    Contributions which is required to correct
                                    the ADP Test failure is reduced by the
                                    amount treated as a corrective distribution
                                    of Excess Deferrals.

                  (3)      Correction of Excess Deferrals under plans not
                           maintained by the Employer. The correction provisions
                           under subsections (1) and (2) above apply only if a
                           Participant makes Excess Deferrals under plans
                           maintained by the Employer. However, if a Participant
                           has Excess Deferrals because the total Elective
                           Deferrals for a calendar year under all plans in
                           which he/she participates, including plans that are
                           not maintained by the Employer, exceed the dollar
                           limitation under Code ss.402(g), the Participant may
                           assign to this Plan any portion of the Excess
                           Deferrals made during the calendar year. The
                           Participant must notify the Plan Administrator in
                           writing on or before March 1 of the following
                           calendar year of the amount of the Excess Deferrals
                           to be assigned to this Plan. Upon receipt of a timely
                           notification, the Excess Deferrals assigned to this
                           Plan will be distributed (along with any allocable
                           income or loss) to the Participant in accordance with
                           the corrective distribution provisions under
                           subsection (2) above. A Participant is deemed to
                           notify the Plan Administrator of Excess Deferrals to
                           the extent such Excess Deferrals arise only under
                           this Plan and any other plan maintained by the
                           Employer.

17.2     Nondiscrimination Testing of Section 401(k) Deferrals - ADP Test.
         Except as provided under Section 17.6 for Safe Harbor 401(k) Plans, the
         Section 401(k) Deferrals made by Highly Compensated Employees must
         satisfy the Actual Deferral Percentage Test ("ADP Test") for each Plan
         Year. The Plan Administrator shall maintain records sufficient to
         demonstrate satisfaction of the ADP Test, including the amount of any
         QNECs or QMACs included in such test, pursuant to subsection (c) below.
         If the Plan fails the ADP Test for any Plan Year, the corrective
         provisions under subsection (d) below will apply.

         (a)      ADP Test testing methods. For Plan Years beginning on or after
                  January 1, 1997, the ADP Test will be performed using the
                  Prior Year Testing Method or Current Year Testing Method, as
                  selected under Part 4F, #31 of the Agreement. If the Employer
                  does not select a testing method under Part 4F, #31 of the
                  Agreement, the Plan will use the Current Year Testing Method.
                  Unless specifically precluded under statute, regulations or
                  other IRS guidance, the Employer may amend the testing method
                  designated under Part 4F for a particular Plan Year (subject
                  to the requirements under subsection (2) below) at any time
                  through the end of the 12 month period following the Plan Year
                  for which the amendment is effective. (For Plan Years
                  beginning before January 1, 1997, the Current Year Testing
                  Method is deemed to have been in effect.)

                  (1)      Prior Year Testing Method. Under the Prior Year
                           Testing Method, the Average Deferral Percentage
                           ("ADP") of the Highly Compensated Employee Group (as
                           defined in Section 17.7(e)) for the current Plan Year
                           is compared with the ADP of the Nonhighly Compensated
                           Employee Group (as defined in Section 17.7(f)) for
                           the prior Plan Year. If the Employer elects to use
                           the Prior Year Testing Method under Part 4F of the
                           Agreement, the Plan must satisfy one of the following
                           tests for each Plan Year:

                           (i)      The ADP of the Highly Compensated Employee
                                    Group for the current Plan Year shall not
                                    exceed 1.25 times the ADP of the Nonhighly
                                    Compensated Employee Group for the prior
                                    Plan Year.

                           (ii)     The ADP of the Highly Compensated Employee
                                    Group for the current Plan Year shall not
                                    exceed the percentage (whichever is less)
                                    determined by (A) adding 2 percentage points
                                    to the ADP of the Nonhighly Compensated
                                    Employee Group for the prior Plan Year or
                                    (B) multiplying the ADP of the Nonhighly
                                    Compensated Employee Group for the prior
                                    Plan Year by 2.

                  (2)      Current Year Testing Method. Under the Current Year
                           Testing Method, the ADP of the Highly Compensated
                           Employee Group for the current Plan Year is compared
                           to the ADP of the Nonhighly Compensated Employee
                           Group for the current Plan Year. If the Employer
                           elects to use the Current Year Testing Method under
                           Part 4F of the Agreement, the Plan must satisfy the
                           ADP Test, as described in subsection (1) above, for
                           each Plan Year, but using the ADP of the Nonhighly


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                           Compensated Employee Group for the current Plan Year
                           instead of for the prior Plan Year. If the Employer
                           elects to use the Current Year Testing Method, it may
                           switch to the Prior Year Testing Method only if the
                           Plan satisfies the requirements for changing to the
                           Prior Year Testing Method as set forth in IRS Notice
                           98-1 (or superseding guidance).

         (b)      Special rule for first Plan Year. For the first Plan Year that
                  the Plan permits Section 401(k) Deferrals, the Employer may
                  elect under Part 4F, #32.a. of the Agreement to apply the ADP
                  Test using the Prior Year Testing Method, by assuming the ADP
                  for the Nonhighly Compensated Employee Group is 3%.
                  Alternatively, the Employer may elect in Part 4F, #32.b. of
                  the Agreement to use the Current Year Testing Method using the
                  actual data for the Nonhighly Compensated Employee Group in
                  the first Plan Year. This first Plan Year rule does not apply
                  if this Plan is a successor to a plan (as described in IRS
                  Notice 98 1 or subsequent guidance) that included a 401(k)
                  arrangement or the Plan is aggregated for purposes of applying
                  the ADP Test with another plan that included a 401(k)
                  arrangement in the prior Plan Year. For subsequent Plan Years,
                  the testing method selected under Part 4F, #31 will apply.

         (c)      Use of QMACs and QNECs under the ADP Test. The Plan
                  Administrator may take into account all or any portion of
                  QMACs and QNECs (see Sections 17.7(g) and (h)) for purposes of
                  applying the ADP Test. QMACs and QNECs may not be included in
                  the ADP Test to the extent such amounts are included in the
                  ACP Test for such Plan Year. QMACs and QNECs made to another
                  qualified plan maintained by the Employer may also be taken
                  into account, so long as the other plan has the same Plan Year
                  as this Plan. To include QNECs under the ADP Test, all
                  Employer Nonelective Contributions, including the QNECs, must
                  satisfy Codess.401(a)(4). In addition, the Employer
                  Nonelective Contributions, excluding any QNECs used in the ADP
                  Test or ACP Test, must also satisfy Codess.401(a)(4).

                  (1)      Timing of contributions. In order to be used in the
                           ADP Test for a given Plan Year, QNECs and QMACs must
                           be made before the end of the 12-month period
                           immediately following the Plan Year for which they
                           are allocated. If the Employer is using the Prior
                           Year Testing Method (as described in subsection
                           (a)(1) above), QMACs and QNECs taken into account for
                           the Nonhighly Compensated Employee Group must be
                           allocated for the prior Plan Year, and must be made
                           no later than the end of the 12-month period
                           immediately following the end of such prior Plan
                           Year. (See Section 7.4(a) for rules regarding the
                           appropriate Limitation Year for which such
                           contributions will be applied for purposes of the
                           Annual Additions Limitation under Code ss.415.)

                  (2)      Double-counting limits. This paragraph applies if, in
                           any Plan Year beginning after December 31, 1998, the
                           Prior Year Testing Method is used to run the ADP Test
                           and, in the prior Plan Year, the Current Year Testing
                           Method was used to run the ADP Test. If this
                           paragraph applies, the following contributions are
                           disregarded in calculating the ADP of the Nonhighly
                           Compensated Employee Group for the prior Plan Year:

                           (i)      All QNECs that were included in either the
                                    ADP Test or ACP Test for the prior Plan
                                    Year.

                           (ii)     All QMACs, regardless of how used for
                                    testing purposes in the prior Plan Year.

                           (iii)    Any Section 401(k) Deferrals that were
                                    included in the ACP Test for the prior Plan
                                    Year.

                           For purposes of applying the double-counting limits,
                           if actual data of the Nonhighly Compensated Employee
                           Group is used for a first Plan Year described in
                           subsection (b) above, the Plan is still considered to
                           be using the Prior Year Testing Method for that first
                           Plan Year. Thus, the double-counting limits do not
                           apply if the Prior Year Testing Method is used for
                           the next Plan Year.

                  (3)      Testing flexibility. The Plan Administrator is
                           expressly granted the full flexibility permitted by
                           applicable Treasury regulations to determine the
                           amount of QMACs and QNECs used in the ADP Test. QMACs
                           and QNECs taken into account under the ADP Test do
                           not have to be uniformly determined for each Eligible
                           Participant, and may represent all or any portion of
                           the QMACs and QNECs allocated to each Eligible
                           Participant, provided the conditions described above
                           are satisfied.

         (d)      Correction of Excess Contributions. If the Plan fails the ADP
                  Test for a Plan Year, the Plan Administrator may use any
                  combination of the correction methods under this Section to
                  correct the Excess Contributions under the Plan. (See Section
                  17.7(d) for the definition of Excess Contributions.)

                  (1)      Corrective distribution of Excess Contributions. If
                           the Plan fails the ADP Test for a Plan Year, the Plan
                           Administrator may, in its discretion, distribute
                           Excess Contributions (including any allocable income
                           or loss) no later than the last day of the following
                           Plan Year to correct the ADP


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                           Test violation. If the Excess Contributions are
                           distributed more than 2 1/2 months after the last day
                           of the Plan Year in which such excess amounts arose,
                           a 10-percent excise tax will be imposed on the
                           Employer with respect to such amounts.

                           (i)      Amount to be distributed. In determining the
                                    amount of Excess Contributions to be
                                    distributed to a Highly Compensated Employee
                                    under this Section, Excess Contributions are
                                    first allocated equally to the Highly
                                    Compensated Employee(s) with the largest
                                    dollar amount of contributions taken into
                                    account under the ADP Test for the Plan Year
                                    in which the excess occurs. The Excess
                                    Contributions allocated to such Highly
                                    Compensated Employee(s) reduce the dollar
                                    amount of the contributions taken into
                                    account under the ADP Test for such Highly
                                    Compensated Employee(s) until all of the
                                    Excess Contributions are allocated or until
                                    the dollar amount of such contributions for
                                    the Highly Compensated Employee(s) is
                                    reduced to the next highest dollar amount of
                                    such contributions for any other Highly
                                    Compensated Employee(s). If there are Excess
                                    Contributions remaining, the Excess
                                    Contributions continue to be allocated in
                                    this manner until all of the Excess
                                    Contributions are allocated.

                           (ii)     Allocable gain or loss. A corrective
                                    distribution of Excess Contributions must
                                    include any allocable gain or loss for the
                                    Plan Year in which the excess occurs. For
                                    this purpose, allocable gain or loss on
                                    Excess Contributions may be determined in
                                    any reasonable manner, provided the manner
                                    used is applied uniformly and in a manner
                                    that is reasonably reflective of the method
                                    used by the Plan for allocating income to
                                    Participants' Accounts.

                           (iii)    Coordination with other provisions. A
                                    corrective distribution of Excess
                                    Contributions made by the end of the Plan
                                    Year following the Plan Year in which the
                                    excess occurs may be made without consent of
                                    the Participant or the Participant's spouse,
                                    and without regard to any distribution
                                    restrictions applicable under Article 8 or
                                    Article 9. Excess Contributions are treated
                                    as Annual Additions for purposes of
                                    Codess.415 even if distributed from the
                                    Plan. A corrective distribution of Excess
                                    Contributions is not treated as a
                                    distribution for purposes of applying the
                                    required minimum distribution rules under
                                    Article 10.

                                    If a Participant has Excess Deferrals for
                                    the calendar year ending with or within the
                                    Plan Year for which the Participant receives
                                    a corrective distribution of Excess
                                    Contributions, the corrective distribution
                                    of Excess Contributions is treated first as
                                    a corrective distribution of Excess
                                    Deferrals. The amount of the corrective
                                    distribution of Excess Contributions that
                                    must be distributed to correct an ADP Test
                                    failure for a Plan Year is reduced by any
                                    amount distributed as a corrective
                                    distribution of Excess Deferrals for the
                                    calendar year ending with or within such
                                    Plan Year.

                           (iv)     Accounting for Excess Contributions. Excess
                                    Contributions are distributed from the
                                    following sources and in the following
                                    priority:

                                    (A)      Section 401(k) Deferrals that are
                                             not matched;

                                    (B)      proportionately from Section 401(k)
                                             Deferrals not distributed under (A)
                                             and related QMACs that are included
                                             in the ADP Test;

                                    (C)      QMACs included in the ADP Test that
                                             are not distributed under (B); and

                                    (D)      QNECs included in the ADP Test.

                  (2)      Making QMACs or QNECs. Regardless of any elections
                           under Part 4B, #18 or Part 4C, #22 of the Agreement,
                           the Employer may make additional QMACs or QNECs to
                           the Plan on behalf of the Nonhighly Compensated
                           Employees in order to correct an ADP Test violation.
                           QMACs or QNECs may only be used to correct an ADP
                           Test violation if the Current Year Testing Method is
                           selected under Part 4F, #31.b. of the 401(k)
                           Agreement. Any QMACs contributed under this
                           subsection (2) which are not specifically authorized
                           under Part 4B, #18 of the Agreement will be allocated
                           to all Eligible Participants who are Nonhighly
                           Compensated Employees as a uniform percentage of
                           Section 401(k) Deferrals made during the Plan Year.
                           Any QNECs contributed under this subsection (2) which
                           are not specifically authorized under Part 4C, #22 of
                           the Agreement will be allocated to all Eligible
                           Participants who are Nonhighly Compensated Employees
                           as a uniform percentage of Included Compensation. See
                           Sections 2.3(c) and (e), as applicable.


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                  (3)      Recharacterization. If Employee After-Tax
                           Contributions are permitted under Part 4D of the
                           Agreement, the Plan Administrator, in its sole
                           discretion, may permit a Participant to treat any
                           Excess Contributions that are allocated to that
                           Participant as if he/she received the Excess
                           Contributions as a distribution from the Plan and
                           then contributed such amounts to the Plan as Employee
                           After-Tax Contributions. Any amounts recharacterized
                           under this subsection (3) will be 100% vested at all
                           times. Amounts may not be recharacterized by a Highly
                           Compensated Employee to the extent that such amount
                           in combination with other Employee After-Tax
                           Contributions made by that Participant would exceed
                           any limit on Employee After-Tax Contributions under
                           Part 4D of the Agreement.

                           Recharacterization must occur no later than 2 1/2
                           months after the last day of the Plan Year in which
                           such Excess Contributions arise and is deemed to
                           occur no earlier than the date the last Highly
                           Compensated Employee is informed in writing of the
                           amount recharacterized and the consequences thereof.
                           Recharacterized amounts will be taxable to the
                           Participant for the Participant's taxable year in
                           which the Participant would have received such
                           amounts in cash had he/she not deferred such amounts
                           into the Plan.

         (e)      Adjustment of deferral rate for Highly Compensated Employees.
                  The Employer may suspend (or automatically reduce the rate of)
                  Section 401(k) Deferrals for the Highly Compensated Employee
                  Group, to the extent necessary to satisfy the ADP Test or to
                  reduce the margin of failure. A suspension or reduction shall
                  not affect Section 401(k) Deferrals already contributed by the
                  Highly Compensated Employees for the Plan Year. As of the
                  first day of the subsequent Plan Year, Section 401(k)
                  Deferrals shall resume at the levels stated in the Salary
                  Reduction Agreements of the Highly Compensated Employees.

17.3     Nondiscrimination Testing of Employer Matching Contributions and
         Employee After-Tax Contributions - ACP Test. Except as provided under
         Section 17.6 for Safe Harbor 401(k) Plans, if the Employer elects to
         provide Employer Matching Contributions under Part 4B of the Agreement
         or to permit Employee After-Tax Contributions under Part 4D of the
         Agreement, the Employer Matching Contributions (including QMACs that
         are not included in the ADP Test) and/or Employee After-Tax
         Contributions made for Highly Compensated Employees must satisfy the
         Actual Contribution Percentage Test ("ACP Test") for each Plan Year.
         The Plan Administrator shall maintain records sufficient to demonstrate
         satisfaction of the ACP Test, including the amount of any Section
         401(k) Deferrals or QNECs included in such test, pursuant to subsection
         (c) below. If the Plan fails the ACP Test for any Plan Year, the
         correction provisions under subsection (d) below will apply.

         (a)      ACP Test testing methods. For Plan Years beginning on or after
                  January 1, 1997, the ACP Test will be performed using the
                  Prior Year Testing Method or the Current Year Testing Method,
                  as selected under Part 4F, #31 of the Agreement. If the
                  Employer does not select a testing method under Part 4F, #31
                  of the Agreement, the Plan will be deemed to use the Current
                  Year Testing Method. For Plan Years beginning before January
                  1, 1997, the Current Year Testing Method is deemed to have
                  been in effect. If the Plan is a Safe Harbor 401(k) Plan, as
                  designated under Part 4E of the Agreement, the Current Year
                  Testing Method must be selected.

                  (1)      Prior Year Testing Method. Under the Prior Year
                           Testing Method, the Average Contribution Percentage
                           ("ACP") of the Highly Compensated Employee Group (as
                           defined in Section 17.7(e)) for the current Plan Year
                           is compared with the ACP of the Nonhighly Compensated
                           Employee Group (as defined in Section 17.7(f)) for
                           the prior Plan Year. If the Employer elects to use
                           the Prior Year Testing Method under Part 4F of the
                           Agreement, the Plan must satisfy one of the following
                           tests for each Plan Year:

                           (i)      The ACP of the Highly Compensated Employee
                                    Group for the current Plan Year shall not
                                    exceed 1.25 times the ACP of the Nonhighly
                                    Compensated Employee Group for the prior
                                    Plan Year.

                           (ii)     The ACP of the Highly Compensated Employee
                                    Group for the current Plan Year shall not
                                    exceed the percentage (whichever is less)
                                    determined by (A) adding 2 percentage points
                                    to the ACP of the Nonhighly Compensated
                                    Employee Group for the prior Plan Year or
                                    (B) multiplying the ACP of the Nonhighly
                                    Compensated Employee Group for the prior
                                    Plan Year by 2.

                  (2)      Current Year Testing Method. Under the Current Year
                           Testing Method, the ACP of the Highly Compensated
                           Employee Group for the current Plan Year is compared
                           to the ACP of the Nonhighly Compensated Employee
                           Group for the current Plan Year. If the Employer
                           elects to use the Current Year Testing Method under
                           Part 4F of the Agreement, the Plan must satisfy the
                           ACP Test, as described in subsection (1) above, for
                           each Plan Year, but using the ACP of the Nonhighly
                           Compensated Employee Group for the current Plan Year
                           instead of for the prior Plan Year. If the Employer
                           elects to use the Current Year Testing Method, it may
                           switch to the Prior Year Testing


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                           Method only if the Plan satisfies the requirements
                           for changing to the Prior Year Testing Method as set
                           forth in IRS Notice 98-1 (or superseding guidance).

         (b)      Special rule for first Plan Year. For the first Plan Year that
                  the Plan includes either an Employer Matching Contribution
                  formula or permits Employee After Tax Contributions, the
                  Employer may elect under Part 4F, #33.a. of the Agreement to
                  apply the ACP Test using the Prior Year Testing Method, by
                  assuming the ACP for the Nonhighly Compensated Employee Group
                  is 3%. Alternatively, the Employer may elect in Part 4F,
                  #33.b. of the Agreement to use the Current Year Testing Method
                  using the actual data for the Nonhighly Compensated Employee
                  Group in the first Plan Year. This first Plan Year rule does
                  not apply if this Plan is a successor to a plan that was
                  subject to the ACP Test or if the Plan is aggregated for
                  purposes of applying the ACP Test with another plan that was
                  subject to the ACP test in the prior Plan Year. For subsequent
                  Plan Years, the testing method selected under Part 4F, #31
                  will apply.

         (c)      Use of Section 401(k) Deferrals and QNECs under the ACP Test.
                  The Plan Administrator may take into account all or any
                  portion of Section 401(k) Deferrals and QNECs (see Section
                  17.7(h)) made to this Plan, or to another qualified plan
                  maintained by the Employer, for purposes of applying the ACP
                  Test. QNECs may not be included in the ACP Test to the extent
                  such amounts are included in the ADP Test for such Plan Year.
                  Section 401(k) Deferrals and QNECs made to another qualified
                  plan maintained by the Employer may also be taken into
                  account, so long as the other plan has the same Plan Year as
                  this Plan. To include Section 401(k) Deferrals under the ACP
                  Test, the Plan must satisfy the ADP Test taking into account
                  all Section 401(k) Deferrals, including those used under the
                  ACP Test, and taking into account only those Section 401(k)
                  Deferrals not included in the ACP Test. To include QNECs under
                  the ACP Test, all Employer Nonelective Contributions,
                  including the QNECs, must satisfy Codess.401(a)(4). In
                  addition, the Employer Nonelective Contributions, excluding
                  any QNECs used in the ADP Test or ACP Test, must also satisfy
                  Codess.401(a)(4). QNECs may only be used to correct an ACP
                  Test violation if the Current Year Testing Method is selected
                  under Part 4F, #31.b. of the 401(k) Agreement.

                  (1)      Timing of contributions. In order to be used in the
                           ACP Test for a given Plan Year, QNECs must be made
                           before the end of the 12-month period immediately
                           following the Plan Year for which they are allocated.
                           If the Employer is using the Prior Year Testing
                           Method (as described in subsection (a)(1) above),
                           QNECs taken into account for the Nonhighly
                           Compensated Employee Group must be allocated for the
                           prior Plan Year, and must be made no later than the
                           end of the 12-month period immediately following such
                           Plan Year. (See Section 7.4(a) for rules regarding
                           the appropriate Limitation Year for which such
                           contributions will be applied for purposes of the
                           Annual Additions Limitation under Code ss.415.)

                  (2)      Double-counting limits. This paragraph applies if, in
                           any Plan Year beginning after December 31, 1998, the
                           Prior Year Testing Method is used to run the ACP Test
                           and, in the prior Plan Year, the Current Year Testing
                           Method was used to run the ACP Test. If this
                           paragraph applies, the following contributions are
                           disregarded in calculating the ACP of the Nonhighly
                           Compensated Employee Group for the prior Plan Year:

                           (i)      All QNECs that were included in either the
                                    ADP Test or ACP Test for the prior Plan
                                    Year.

                           (ii)     All Section 401(k) Deferrals, regardless of
                                    how used for testing purposes in the prior
                                    Plan Year.

                           (iii)    Any QMACs that were included in the ADP Test
                                    for the prior Plan Year.

                           For purposes of applying the double-counting limits,
                           if actual data of the Nonhighly Compensated Employee
                           Group is used for a first Plan Year described in
                           subsection (b) above, the Plan is still considered to
                           be using the Prior Year Testing Method for that first
                           Plan Year. Thus, the double-counting limits do not
                           apply if the Prior Year Testing Method is used for
                           the next Plan Year.

                  (3)      Testing flexibility. The Plan Administrator is
                           expressly granted the full flexibility permitted by
                           applicable Treasury regulations to determine the
                           amount of Section 401(k) Deferrals and QNECs used in
                           the ACP Test. Section 401(k) Deferrals and QNECs
                           taken into account under the ACP Test do not have to
                           be uniformly determined for each Eligible
                           Participant, and may represent all or any portion of
                           the Section 401(k) Deferrals and QNECs allocated to
                           each Eligible Participant, provided the conditions
                           described above are satisfied. For Plan Years
                           beginning after the first Plan Year.

         (d)      Correction of Excess Aggregate Contributions. If the Plan
                  fails the ACP Test for a Plan Year, the Plan Administrator may
                  use any combination of the correction methods under this
                  Section to correct the Excess


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         Aggregate Contributions under the Plan. (See Section 17.7(c) for the
         definition of Excess Aggregate Contributions.)

                  (1)      Corrective distribution of Excess Aggregate
                           Contributions. If the Plan fails the ACP Test for a
                           Plan Year, the Plan Administrator may, in its
                           discretion, distribute Excess Aggregate Contributions
                           (including any allocable income or loss) no later
                           than the last day of the following Plan Year to
                           correct the ACP Test violation. Excess Aggregate
                           Contributions will be distributed only to the extent
                           they are vested under Article 4, determined as of the
                           last day of the Plan Year for which the contributions
                           are made to the Plan. To the extent Excess Aggregate
                           Contributions are not vested, the Excess Aggregate
                           Contributions, plus any income and minus any loss
                           allocable thereto, shall be forfeited in accordance
                           with Section 5.3(d)(1). If the Excess Aggregate
                           Contributions are distributed more than 2 1/2 months
                           after the last day of the Plan Year in which such
                           excess amounts arose, a 10-percent excise tax will be
                           imposed on the Employer with respect to such amounts.

                           (i)      Amount to be distributed. In determining the
                                    amount of Excess Aggregate Contributions to
                                    be distributed to a Highly Compensated
                                    Employee under this Section, Excess
                                    Aggregate Contributions are first allocated
                                    equally to the Highly Compensated
                                    Employee(s) with the largest dollar amount
                                    of contributions taken into account under
                                    the ACP Test for the Plan Year in which the
                                    excess occurs. The Excess Aggregate
                                    Contributions allocated to such Highly
                                    Compensated Employee(s) reduce the dollar
                                    amount of the contributions taken into
                                    account under the ACP Test for such Highly
                                    Compensated Employee(s) until all of the
                                    Excess Aggregate Contributions are allocated
                                    or until the dollar amount of such
                                    contributions for the Highly Compensated
                                    Employee(s) is reduced to the next highest
                                    dollar amount of such contributions for any
                                    other Highly Compensated Employee(s). If
                                    there are Excess Aggregate Contributions
                                    remaining, the Excess Aggregate
                                    Contributions continue to be allocated in
                                    this manner until all of the Excess
                                    Aggregate Contributions are allocated.

                           (ii)     Allocable gain or loss. A corrective
                                    distribution of Excess Aggregate
                                    Contributions must include any allocable
                                    gain or loss for the Plan Year in which the
                                    excess occurs. For this purpose, allocable
                                    gain or loss on Excess Aggregate
                                    Contributions may be determined in any
                                    reasonable manner, provided the manner used
                                    is applied uniformly and in a manner that is
                                    reasonably reflective of the method used by
                                    the Plan for allocating income to
                                    Participants' Accounts.

                           (iii)    Coordination with other provisions. A
                                    corrective distribution of Excess Aggregate
                                    Contributions made by the end of the Plan
                                    Year following the Plan Year in which the
                                    excess occurs may be made without consent of
                                    the Participant or the Participant's spouse,
                                    and without regard to any distribution
                                    restrictions applicable under Article 8 or
                                    Article 9. Excess Aggregate Contributions
                                    are treated as Annual Additions for purposes
                                    of Codess.415 even if distributed from the
                                    Plan. A corrective distribution of Excess
                                    Aggregate Contributions is not treated as a
                                    distribution for purposes of applying the
                                    required minimum distribution rules under
                                    Article 10.

                           (iv)     Accounting for Excess Aggregate
                                    Contributions. Excess Aggregate
                                    Contributions are distributed from the
                                    following sources and in the following
                                    priority:

                                    (A)      Employee After-Tax Contributions
                                             that are not matched;

                                    (B)      proportionately from Employee
                                             After-Tax Contributions not
                                             distributed under (A) and related
                                             Employer Matching Contributions
                                             that are included in the ACP Test;

                                    (C)      Employer Matching Contributions
                                             included in the ACP Test that are
                                             not distributed under (B);

                                    (D)      Section 401(k) Deferrals included
                                             in the ACP Test that are not
                                             matched;

                                    (E)      proportionately from Section 401(k)
                                             Deferrals included in the ACP Test
                                             that are not distributed under (D)
                                             and related Employer Matching
                                             Contributions that are included in
                                             the ACP Test and not distributed
                                             under (B) or (C); and

                                    (F)      QNECs included in the ACP Test.

                  (2)      Making QMACs or QNECs. Regardless of any elections
                           under Part 4B, #18 or Part 4C, #22 of the Agreement,
                           the Employer may make additional QMACs and/or QNECs
                           to the Plan on behalf of


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                           the Nonhighly Compensated Employees in order to
                           correct an ACP Test violation to the extent such
                           amounts are not used in the ADP Test. Any QMACs
                           contributed under this subsection (2) which are not
                           specifically authorized under Part 4B, #18 of the
                           Agreement will be allocated to all Eligible
                           Participants who are Nonhighly Compensated Employees
                           as a uniform percentage of Section 401(k) Deferrals
                           made during the Plan Year. Any QNECs contributed
                           under this subsection (2) which are not specifically
                           authorized under Part 4C, #22 of the Agreement will
                           be allocated to all Eligible Participants who are
                           Nonhighly Compensated Employees as a uniform
                           percentage of Included Compensation. See Sections
                           2.3(c) and (e), as applicable.

         (e)      Adjustment of contribution rate for Highly Compensated
                  Employees. The Employer may suspend (or automatically reduce
                  the rate of) Employee After Tax Contributions for the Highly
                  Compensated Employee Group, to the extent necessary to satisfy
                  the ACP Test or to reduce the margin of failure. A suspension
                  or reduction shall not affect Employee After Tax Contributions
                  already contributed by the Highly Compensated Employees for
                  the Plan Year. As of the first day of the subsequent Plan
                  Year, Employee After Tax Contributions shall resume at the
                  levels elected by the Highly Compensated Employees.

17.4     Multiple Use Test. If both an ADP Test and an ACP Test are run for the
         Plan Year, and the Plan does not pass the 1.25 test under either the
         ADP Test or the ACP Test, the Plan must satisfy a special Multiple Use
         Test, unless such Multiple Use Test is repealed or modified by statute,
         or other IRS guidance.

         (a)      Aggregate Limit. Under the Multiple Use Test, the sum of the
                  ADP and the ACP for the Highly Compensated Employee Group may
                  not exceed the Plan's Aggregate Limit. For this purpose, the
                  ADP and ACP of the Highly Compensated Employees are determined
                  after any corrections required to meet the ADP and ACP tests
                  and are deemed to be the maximum permitted under such tests
                  for the Plan Year. In applying the Multiple Use Test, the
                  Plan's Aggregate Limit is the sum of (1) and (2):

                  (1)      1.25 times the greater of: (i) the ADP of the
                           Nonhighly Compensated Employee Group or (ii) the ACP
                           of the Nonhighly Compensated Employee Group; and

                  (2)      the lesser of 2 times or 2 plus the lesser of: (i)
                           the ADP of the Nonhighly Compensated Employee Group
                           or (ii) the ACP of the Nonhighly Compensated Employee
                           Group.

                  Alternatively, if it results in a larger amount, the Aggregate
                  Limit is the sum of (3) and (4):

                  (3)      1.25 times the lesser of: (i) the ADP of the
                           Nonhighly Compensated Employee Group or (ii) the ACP
                           of the Nonhighly Compensated Employee Group; and

                  (4)      the lesser of 2 times or 2 plus the greater of: (i)
                           the ADP of the Nonhighly Compensated Employee Group
                           or (ii) the ACP of the Nonhighly Compensated Employee
                           Group.

                  The Aggregate Limit is calculated using the ADP and ACP of the
                  Nonhighly Compensated Employee Group that is used in
                  performing the ADP Test and ACP Test for the Plan Year. Thus,
                  if the Prior Year Testing Method is being used, the Aggregate
                  Limit is calculated by using the applicable percentage of the
                  Nonhighly Compensated Employee Group for the prior Plan Year.
                  If the Current Year Testing Method is being used, the
                  Aggregate Limit is calculated by using the applicable
                  percentage of the Nonhighly Compensated Employee Group for the
                  current Plan Year.

         (b)      Correction of the Multiple Use Test. If the Multiple Use Test
                  is not passed, the following corrective action will be taken.

                  (1)      Corrective distributions. The Plan will make
                           corrective distributions (or additional corrective
                           distributions, if corrective distributions are
                           already being made to correct a violation of the ADP
                           Test or ACP Test), to the extent other corrective
                           action is not taken or such other action is not
                           sufficient to completely eliminate the Multiple Use
                           Test violation. Such corrective distributions may be
                           determined as if they were being made to correct a
                           violation of the ADP Test or a violation of the ACP
                           Test, or a combination of both, as determined by the
                           Plan Administrator. Any corrective distribution that
                           is treated as if it were correcting a violation of
                           the ADP Test will be determined under the rules
                           described in Section 17.2(d). Any corrective
                           distribution that is treated as if it were correcting
                           a violation of the ACP Test will be determined under
                           the rules described in Section 17.3(d).

                  (2)      Making QMACs or QNECs. Regardless of any elections
                           under Part 4B, #18 or Part 4C, #22 of the Agreement,
                           the Employer may make additional QMACs or QNECs, so
                           that the resulting ADP and/or ACP of the Nonhighly
                           Compensated Employee Group is increased to the extent
                           necessary to satisfy the Multiple Use Test. Any QMACs
                           contributed under this subsection (2) which are not
                           specifically authorized under Part 4B, #18 of the
                           Agreement will be allocated to all Eligible


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                           Participants who are Nonhighly Compensated Employees
                           as a uniform percentage of Section 401(k) Deferrals
                           made during the Plan Year. Any QNECs contributed
                           under this subsection (2) which are not specifically
                           authorized under Part 4C, #22 of the Agreement will
                           be allocated to all Eligible Participants who are
                           Nonhighly Compensated Employees as a uniform
                           percentage of Included Compensation. See Sections
                           2.3(c) and (e), as applicable.

17.5     Special Testing Rules. This Section describes special testing rules
         that apply to the ADP Test or the ACP Test. In some cases, the special
         testing rule is optional, in which case, the election to use such rule
         is solely within the discretion of the Plan Administrator.

         (a)      Special rule for determining ADP and ACP of Highly Compensated
                  Employee Group. When calculating the ADP or ACP of the Highly
                  Compensated Employee Group for any Plan Year, a Highly
                  Compensated Employee's Section 401(k) Deferrals, Employee
                  After Tax Contributions, and Employer Matching Contributions
                  under all qualified plans maintained by the Employer are taken
                  into account as if such contributions were made to a single
                  plan. If the plans have different Plan Years, the
                  contributions made in all Plan Years that end in the same
                  calendar year are aggregated under this paragraph. This
                  aggregation rule does not apply to plans that are required to
                  be disaggregated under Codess.410(b).

         (b)      Aggregation of plans. When calculating the ADP Test and the
                  ACP Test, plans that are permissively aggregated for coverage
                  and nondiscrimination testing purposes are treated as a single
                  plan. This aggregation rule applies to determine the ADP or
                  ACP of both the Highly Compensated Employee Group and the
                  Nonhighly Compensated Employee Group. Any adjustments to the
                  ADP of the Nonhighly Compensated Employee Group for the prior
                  year will be made in accordance with Notice 98 1 and any
                  superseding guidance, unless the Employer has elected in Part
                  4F, #31.b. of the 401(k) Agreement to use the Current Year
                  Testing Method. Aggregation described in this paragraph is not
                  permitted unless all plans being aggregated have the same Plan
                  Year and use the same testing method for the applicable test.

         (c)      Disaggregation of plans.

                  (1)      Plans covering Union Employees and non-Union
                           Employees. If the Plan covers Union Employees and
                           non-Union Employees, the Plan is mandatorily
                           disaggregated for purposes of applying the ADP Test
                           and the ACP Test into two separate plans, one
                           covering the Union Employees and one covering the
                           non-Union Employees. A separate ADP Test must be
                           applied for each disaggregated portion of the Plan in
                           accordance with applicable Treasury regulations. A
                           separate ACP Test must be applied to the
                           disaggregated portion of the Plan that covers the
                           non-Union Employees. The disaggregated portion of the
                           Plan that includes the Union Employees is deemed to
                           pass the ACP Test.

                  (2)      Otherwise excludable Employees. If the minimum
                           coverage test under Code ss.410(b) is performed by
                           disaggregating "otherwise excludable Employees"
                           (i.e., Employees who have not satisfied the maximum
                           age 21 and one Year of Service eligibility conditions
                           permitted under Code ss.410(a)), then the Plan is
                           treated as two separate plans, one benefiting the
                           otherwise excludable Employees and the other
                           benefiting Employees who have satisfied the maximum
                           age and service eligibility conditions. If such
                           disaggregation applies, the following operating rules
                           apply to the ADP Test and the ACP Test.

                           (i)      For Plan Years beginning before January 1,
                                    1999, the ADP Test and the ACP Test are
                                    applied separately for each disaggregated
                                    plan. If there are no Highly Compensated
                                    Employees benefiting under a disaggregated
                                    plan, then no ADP Test or ACP Test is
                                    required for such plan.

                           (ii)     For Plan Years beginning after December 31,
                                    1998, instead of the rule under subsection
                                    (i), only the disaggregated plan that
                                    benefits the Employees who have satisfied
                                    the maximum age and service eligibility
                                    conditions permitted under Code ss.410(a) is
                                    subject to the ADP Test and the ACP Test.
                                    However, any Highly Compensated Employee who
                                    is benefiting under the disaggregated plan
                                    that includes the otherwise excludable
                                    Employees is taken into account in such
                                    tests. The Employer may elect to apply the
                                    rule in subsection (i) instead.

                  (3)      Corrective action for disaggregated plans. Any
                           corrective action authorized by this Article may be
                           determined separately with respect to each
                           disaggregated portion of the Plan. A corrective
                           action taken with respect to a disaggregated portion
                           of the Plan need not be consistent with the method of
                           correction (if any) used for another disaggregated
                           portion of the Plan. In the case of a Nonstandardized
                           Agreement, to the extent the Agreement authorizes the
                           Employer to make discretionary QNECs or discretionary
                           QMACs, the Employer is expressly permitted to
                           designate


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                           such QNECs or QMACs as allocable only to Eligible
                           Participants in a particular disaggregated portion of
                           the Plan.

         (d)      Special rules for the Prior Year Testing Method. If the Plan
                  uses the Prior Year Testing Method, and an election made under
                  subsection (b) or (c) above is inconsistent with the election
                  made in the prior Plan Year, the plan coverage change rules
                  described in IRS Notice 98 1 (or other successor guidance)
                  will apply in determining the ADP and ACP for the Nonhighly
                  Compensated Employee Group.

17.6     Safe Harbor 401(k) Plan Provisions. For Plan Years beginning after
         December 31, 1998, the ADP Test described in Section 17.2 is deemed to
         be satisfied for any Plan Year in which the Plan qualifies as a Safe
         Harbor 401(k) Plan. In addition, if Employer Matching Contributions are
         made for such Plan Year, the ACP Test is deemed satisfied with respect
         to such contributions if the conditions of subsection (c) below are
         satisfied. To qualify as a Safe Harbor 401(k) Plan, the requirements
         under this Section 17.6 must be satisfied for the entire Plan Year.
         This Section contains the rules that must be met for the Plan to
         qualify as a Safe Harbor 401(k) Plan.

         Part 4E of the Agreement allows the Employer to designate the manner in
         which it will comply with the safe harbor requirements. If the Employer
         wishes to designate the Plan as a Safe Harbor 401(k) Plan, it should
         complete Part 4E of the Agreement. The safe harbor provisions described
         in this Section are not applicable unless the Plan is identified as a
         Safe Harbor 401(k) Plan under Part 4E. The election under Part 4E to be
         a Safe Harbor 401(k) Plan is effective for all Plan Years beginning
         with the Effective Date of the Plan (or January 1, 1999, if later)
         unless the Employer elects otherwise under Appendix B-5.b. of the
         Agreement. In addition, to qualify as a Safe Harbor 401(k) Plan, the
         Current Year Testing Method (as described in Section 17.3(a)(2)) must
         be elected under Part 4F, #31 of the Agreement. (See Section 20.7 for
         rules regarding the application of the Safe Harbor 401(k) Plan
         provisions for Plan Years beginning before the date this Plan is
         adopted.)

         (a)      Safe harbor conditions. To qualify as a Safe Harbor 401(k)
                  Plan, the Plan must satisfy the requirements under subsections
                  (1), (2), (3) and (4) below.

                  (1)      Safe Harbor Contribution. The Employer must provide a
                           Safe Harbor Matching Contribution or a Safe Harbor
                           Nonelective Contribution under the Plan. The Employer
                           must designate the type and amount of the Safe Harbor
                           Contribution under Part 4E of the Agreement. The Safe
                           Harbor Contribution must be made to the Plan no later
                           than 12 months following the close of the Plan Year
                           for which it is being used to qualify the Plan as a
                           Safe Harbor 401(k) Plan.

                           The Employer may elect under Part 4E, #30 of the
                           Agreement to provide the Safe Harbor Contribution to
                           all Eligible Participants or only to Eligible
                           Participants who are Nonhighly Compensated Employees.
                           Alternatively, the Employer may elect under Part 4E,
                           #30.c. to provide the Safe Harbor Contribution to all
                           Nonhighly Compensated Employees who are Eligible
                           Participants and all Highly Compensated Employees who
                           are Eligible Participants but who are not Key
                           Employees. This permits a Plan providing the Safe
                           Harbor Nonelective Contribution to use such amounts
                           to satisfy the top-heavy minimum contribution
                           requirements under Article 16.

                           In determining who is an Eligible Participant for
                           purposes of the Safe Harbor Contribution, the
                           eligibility conditions applicable to Section 401(k)
                           Deferrals under Part 1, #5 of the Agreement apply.
                           However, the Employer may elect under Part 4E, #30.d.
                           to apply a one Year of Service (as defined in Section
                           1.4(b)) and an age 21 eligibility condition for the
                           Safe Harbor Contribution, regardless of the
                           eligibility conditions selected for Section 401(k)
                           Deferrals under Part 1, #5 of the Agreement. Unless
                           elected otherwise under Part 2, #8.f., column (1) of
                           the Nonstandardized Agreement, the special
                           eligibility rule under Part 4E, #30.d. will be
                           applied as if the Employer elected under Part 2,
                           #7.a., column (1) and Part 2, #8.a., column (1) of
                           the Agreement to use semi-annual Entry Dates
                           following completion of the minimum age and service
                           conditions. If different eligibility conditions are
                           selected for the Safe Harbor Contribution, additional
                           testing requirements may apply in accordance with IRS
                           Notice 2000-3.

                           (i)      Safe Harbor Matching Contribution. The
                                    Employer may elect under Part 4E, #27 of the
                                    Agreement to make the Safe Harbor Matching
                                    Contribution with respect to each Eligible
                                    Participant's applicable contributions. For
                                    this purpose, an Eligible Participant's
                                    applicable contributions are the total
                                    Section 401(k) Deferrals and Employee
                                    After-Tax Contributions the Eligible
                                    Participant makes under the Plan. However,
                                    the Employer may elect under Part 4E, #27.d.
                                    to exclude Employee After-Tax Contributions
                                    from the definition of applicable
                                    contributions for purposes of applying the
                                    Safe Harbor Matching Contribution formula.

                                    The Safe Harbor Matching Contribution may be
                                    made under a basic formula or an enhanced
                                    formula. The basic formula under Part 4E,
                                    #27.a. provides an Employer Matching
                                    Contribution that equals:


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                                    (A)      100% of the amount of a
                                             Participant's applicable
                                             contributions that do not exceed 3%
                                             of the Participant's Included
                                             Compensation, plus

                                    (B)      50% of the amount of a
                                             Participant's applicable
                                             contributions that exceed 3%, but
                                             do not exceed 5%, of the
                                             Participant's Included
                                             Compensation.

                                    The enhanced formula under Part 4E, #27.b.
                                    provides an Employer Matching Contribution
                                    that is not less, at each level of
                                    applicable contributions, than the amount
                                    required under the basic formula. Under the
                                    enhanced formula, the rate of Employer
                                    Matching Contributions may not increase as
                                    an Employee's rate of applicable
                                    contributions increase.

                                    The Plan will not fail to be a Safe Harbor
                                    401(k) Plan merely because Highly
                                    Compensated Employees also receive a
                                    contribution under the Plan. However, an
                                    Employer Matching Contribution will not
                                    satisfy this Section if any Highly
                                    Compensated Employee is eligible for a
                                    higher rate of Employer Matching
                                    Contribution than is provided for any
                                    Nonhighly Compensated Employee who has the
                                    same rate of applicable contributions.

                                    In applying the Safe Harbor Matching
                                    Contribution formula under Part 4E, #27 of
                                    the Agreement, the Employer may elect under
                                    Part 4E, #27.c.(1) to determine the Safe
                                    Harbor Matching Contribution on the basis of
                                    all applicable contributions a Participant
                                    makes during the Plan Year. Alternatively,
                                    the Employer may elect under Part 4E,
                                    #27.c.(2) - (4) to determine the Safe Harbor
                                    Matching Contribution on a payroll, monthly,
                                    or quarterly basis. If the Employer elects
                                    to use a period other than the Plan Year,
                                    the Safe Harbor Matching Contribution with
                                    respect to a payroll period must be
                                    deposited into the Plan by the last day of
                                    the Plan Year quarter following the Plan
                                    Year quarter for which the applicable
                                    contributions are made.

                                    In addition to the Safe Harbor Matching
                                    Contribution, an Employer may elect under
                                    Part 4B of the Agreement to make Employer
                                    Matching Contributions that are subject to
                                    the normal vesting schedule and distribution
                                    rules applicable to Employer Matching
                                    Contributions. See subsection (c) below for
                                    a discussion of the effect of such
                                    additional Employer Matching Contributions
                                    on the ACP Test.

                                    The Employer may amend the Plan during the
                                    Plan Year to reduce or eliminate the Safe
                                    Harbor Matching Contribution elected under
                                    Part 4E, #27 of the Agreement, provided a
                                    supplemental notice is given to all Eligible
                                    Participants explaining the consequences and
                                    effective date of the amendment, and that
                                    such Eligible Participants have a reasonable
                                    opportunity (including a reasonable period)
                                    to change their Section 401(k) Deferral
                                    and/or Employee After-Tax Contribution
                                    elections, as applicable. The amendment
                                    reducing or eliminating the Safe Harbor
                                    Matching Contribution must be effective no
                                    earlier than the later of: (A) 30 days after
                                    Eligible Participants are given the
                                    supplemental notice or (B) the date the
                                    amendment is adopted. Eligible Participants
                                    must be given a reasonable opportunity (and
                                    reasonable period) prior to the reduction or
                                    elimination of the Safe Harbor Matching
                                    Contribution to change their Section 401(k)
                                    Deferral or Employee After-Tax Contribution
                                    elections, as applicable. If the Employer
                                    amends the Plan to reduce or eliminate the
                                    Safe Harbor Matching Contribution, the Plan
                                    is subject to the ADP Test and ACP Test for
                                    the entire Plan Year.

                           (ii)     Safe Harbor Nonelective Contribution. The
                                    Employer may elect under Part 4E, #28 of the
                                    Agreement to make a Safe Harbor Nonelective
                                    Contribution of at least 3% of Included
                                    Compensation. The Employer may elect under
                                    Part 4E, #28.b. to retain discretion to
                                    increase the amount of the Safe Harbor
                                    Nonelective Contribution in excess of the
                                    percentage designated under Part 4E, #28. In
                                    addition, the Employer may provide for
                                    additional discretionary Employer
                                    Nonelective Contributions under Part 4C of
                                    the Agreement (in addition to the Safe
                                    Harbor Contribution under this Section)
                                    which are subject to the normal vesting
                                    schedule and distribution rules applicable
                                    to Employer Nonelective Contributions.

                                    (A)      Supplemental notice. The Employer
                                             may elect under Part 4E, #28.a. of
                                             the Agreement to provide the Safe
                                             Harbor Nonelective Contribution
                                             authorized under Part 4E, #28 only
                                             if the Employer provides a
                                             supplemental notice to Participants
                                             indicating its intention to provide
                                             such Safe Harbor Nonelective
                                             Contribution. If Part 4E, #28.a. is
                                             selected, to qualify as a Safe
                                             Harbor 401(k)


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                                             Plan under Part 4E, the Employer
                                             must notify its Eligible Employees
                                             in the annual notice described in
                                             subsection (4) below that the
                                             Employer may provide the Safe
                                             Harbor Nonelective Contribution
                                             authorized under Part 4E, #28 of
                                             the Agreement and that a
                                             supplemental notice will be
                                             provided at least 30 days prior to
                                             the last day of the Plan Year if
                                             the Employer decides to make the
                                             Safe Harbor Nonelective
                                             Contribution. The supplemental
                                             notice indicating the Employer's
                                             intention to make the Safe Harbor
                                             Nonelective Contribution must be
                                             provided no later than 30 days
                                             prior to the last day of the Plan
                                             Year for the Plan to qualify as a
                                             Safe Harbor 401(k) Plan. If the
                                             Employer selects Part 4E, #28.a. of
                                             the Agreement but does not provide
                                             the supplemental notice in
                                             accordance with this paragraph, the
                                             Employer is not obligated to make
                                             such contribution and the Plan does
                                             not qualify as a Safe Harbor 401(k)
                                             Plan. The Plan will qualify as a
                                             Safe Harbor 401(k) Plan for
                                             subsequent Plan Years if the
                                             appropriate notices are provided
                                             for such years.

                                    (B)      Separate Plan. The Employer may
                                             elect under Part 4E, #28.c. of the
                                             Agreement to provide the Employer
                                             Nonelective Contribution under
                                             another Defined Contribution Plan
                                             maintained by the Employer. The
                                             Employer Nonelective Contribution
                                             under such other plan must satisfy
                                             the conditions under this Section
                                             17.6 for this Plan to qualify as a
                                             Safe Harbor 401(k) Plan. Under the
                                             Standardized Agreement, the other
                                             plan designated under Part 4E,
                                             #28.c. must be a Paired Plan as
                                             defined in Section 22.132.

                                             (I)      Profit sharing plan
                                                      Agreement. If the Plan
                                                      designated under Part 4E,
                                                      #28.c. is a profit sharing
                                                      plan Agreement under this
                                                      Prototype Plan, the
                                                      Employer must select Part
                                                      4, #12.f. under the profit
                                                      sharing plan
                                                      Nonstandardized Agreement
                                                      or Part 4, #12.e. under
                                                      the profit sharing plan
                                                      Standardized Agreement, as
                                                      applicable. The Employer
                                                      may elect to provide other
                                                      Employer Contributions
                                                      under Part 4, #12 of the
                                                      profit sharing plan
                                                      Agreement, however, the
                                                      first amounts allocated
                                                      under the profit sharing
                                                      plan Agreement will be the
                                                      Safe Harbor Nonelective
                                                      Contribution required
                                                      under the 401(k) plan
                                                      Agreement. Any Employer
                                                      Contributions designated
                                                      under Part 4, #12 of the
                                                      profit sharing plan
                                                      Agreement are in addition
                                                      to the Safe Harbor
                                                      Contribution required
                                                      under the 401(k) plan
                                                      Agreement. (If the only
                                                      Employer Contribution to
                                                      be made under the profit
                                                      sharing plan Agreement is
                                                      the Safe Harbor
                                                      Nonelective Contribution,
                                                      no other selection need be
                                                      completed under Part 4 of
                                                      the profit sharing plan
                                                      Agreement (other than Part
                                                      4, #12.f. of the
                                                      Nonstandardized Agreement
                                                      or Part 4, #12.e. of the
                                                      Standardized Agreement, as
                                                      applicable).)

                                                      If the Employer elects to
                                                      provide the Safe Harbor
                                                      Nonelective Contribution
                                                      under the profit sharing
                                                      plan Agreement, the
                                                      Employer must select
                                                      either the Pro Rata
                                                      Allocation Method under
                                                      Part 4, #13.a. or the
                                                      Permitted Disparity Method
                                                      under Part 4, #13.b. of
                                                      the profit sharing plan
                                                      Agreement. If the Employer
                                                      elects the Pro Rata
                                                      Allocation Method, the
                                                      first amounts allocated
                                                      under the Pro Rata
                                                      Allocation Method will be
                                                      deemed to be the Safe
                                                      Harbor Nonelective
                                                      Contribution as required
                                                      under the 401(k) plan
                                                      Agreement. To the extent
                                                      required under the 401(k)
                                                      plan Agreement, such
                                                      amounts are subject to the
                                                      conditions for Safe Harbor
                                                      Nonelective Contributions
                                                      described in subsections
                                                      (2) - (4) below, without
                                                      regard to any contrary
                                                      elections under the
                                                      Agreement.

                                                      If the Employer elects the
                                                      Permitted Disparity
                                                      Method, the Safe Harbor
                                                      Nonelective Contribution
                                                      required under the 401(k)
                                                      plan Agreement will be
                                                      allocated before applying
                                                      the Permitted Disparity
                                                      Method of allocation. To
                                                      the extent required under
                                                      the 401(k) plan Agreement,
                                                      such amounts are subject
                                                      to the conditions for Safe
                                                      Harbor Nonelective
                                                      Contributions described in
                                                      subsections (2) - (4)
                                                      below without regard to
                                                      any contrary elections
                                                      under the Agreement. If
                                                      additional amounts are
                                                      contributed under the
                                                      profit sharing plan
                                                      Agreement, such amounts
                                                      will be allocated under
                                                      the Permitted Disparity
                                                      Method. The Safe Harbor
                                                      Nonelective Contribution
                                                      may


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                                                      not be taken into account
                                                      in applying the Permitted
                                                      Disparity Method of
                                                      allocation.

                                             (II)     Money purchase plan
                                                      Agreement. If the Plan
                                                      designated under Part 4E,
                                                      #28.c. is a money purchase
                                                      plan Agreement under this
                                                      Prototype Plan, the
                                                      Employer must select Part
                                                      4, #12.f. under the money
                                                      purchase plan
                                                      Nonstandardized Agreement
                                                      or Part 4, #12.d. under
                                                      the money purchase plan
                                                      Standardized Agreement, as
                                                      applicable. The Employer
                                                      may elect to provide other
                                                      Employer Contributions
                                                      under Part 4, #12 of the
                                                      money purchase plan
                                                      Agreement, however, the
                                                      first amounts allocated
                                                      under the money purchase
                                                      plan Agreement will be the
                                                      Safe Harbor Nonelective
                                                      Contribution required
                                                      under the 401(k) plan
                                                      Agreement. Any Employer
                                                      Contributions designated
                                                      under Part 4, #12 of the
                                                      money purchase plan
                                                      Agreement are in addition
                                                      to the Safe Harbor
                                                      Contribution. (If the only
                                                      Employer Contribution to
                                                      be made under the money
                                                      purchase plan Agreement is
                                                      the Safe Harbor
                                                      Nonelective Contribution,
                                                      no other need be completed
                                                      under Part 4 of the money
                                                      purchase plan Agreement
                                                      (other than Part 4, #12.f.
                                                      of the Nonstandardized
                                                      Agreement or Part 4,
                                                      #12.d. of the Standardized
                                                      Agreement, as
                                                      applicable).)

                                                      If the Employer elects to
                                                      make a Safe Harbor
                                                      Contribution under the
                                                      money purchase plan
                                                      Agreement, the first
                                                      amounts allocated under
                                                      the Plan will be deemed to
                                                      be the Safe Harbor
                                                      Nonelective Contribution
                                                      as required under the
                                                      401(k) plan Agreement.
                                                      Such amounts will be
                                                      allocated equally to all
                                                      Eligible Participants as
                                                      defined under the 401(k)
                                                      plan Agreement. To the
                                                      extent required under the
                                                      401(k) plan Agreement,
                                                      such amounts are subject
                                                      to the conditions for Safe
                                                      Harbor Nonelective
                                                      Contributions described in
                                                      subsections (2) - (4)
                                                      below, without regard to
                                                      any contrary elections
                                                      under the Agreement. If
                                                      the Employer elects the
                                                      Permitted Disparity Method
                                                      of contribution, the Safe
                                                      Harbor Nonelective
                                                      Contribution required
                                                      under the 401(k) plan
                                                      Agreement will be
                                                      allocated before applying
                                                      the Permitted Disparity
                                                      Method. The Safe Harbor
                                                      Nonelective Contribution
                                                      may not be taken into
                                                      account in applying the
                                                      Permitted Disparity Method
                                                      of contribution.

                                    (C)      Elimination of Safe Harbor
                                             Nonelective Contribution. The
                                             Employer may amend the Plan during
                                             the Plan Year to reduce or
                                             eliminate the Safe Harbor
                                             Nonelective Contribution elected
                                             under Part 4E of the Agreement. The
                                             Employer must notify all Eligible
                                             Participants of the amendment and
                                             must provide each Eligible
                                             Participants with a reasonable
                                             opportunity (including a reasonable
                                             period) to change their Section
                                             401(k) Deferral and/or Employee
                                             After-Tax Contribution elections,
                                             as applicable. The amendment
                                             reducing or eliminating the Safe
                                             Harbor Nonelective Contribution
                                             must be effective no earlier than
                                             the later of: (A) 30 days after
                                             Eligible Participants are notified
                                             of the amendment or (B) the date
                                             the amendment is adopted. If the
                                             Employer reduces or eliminates the
                                             Safe Harbor Nonelective
                                             Contribution during the Plan Year,
                                             the Plan is subject to the ADP Test
                                             (and ACP Test, if applicable) for
                                             the entire Plan Year.

                  (2)      Full and immediate vesting. The Safe Harbor
                           Contribution under subsection (1) above must be 100%
                           vested, regardless of the Employee's length of
                           service, at the time the contribution is made to the
                           Plan. Any additional amounts contributed under the
                           Plan may be subject to a vesting schedule.

                  (3)      Distribution restrictions. Distributions of the Safe
                           Harbor Contribution under subsection (1) must be
                           restricted in the same manner as Section 401(k)
                           Deferrals under Article 8, except that such
                           contributions may not be distributed upon Hardship.
                           See Section 8.6(c).

                  (4)      Annual notice. Each Eligible Participant under the
                           Plan must receive a written notice describing the
                           Participant's rights and obligations under the Plan,
                           including a description of: (i) the Safe Harbor
                           Contribution formula being used under the Plan; (ii)
                           any other contributions under the Plan; (iii) the
                           plan to which the Safe Harbor Contributions will be
                           made (if different from this Plan); (iv) the type and
                           amount of Included Compensation that may be deferred
                           under the Plan; (v) the administrative requirements
                           for making and changing Section 401(k) Deferral
                           elections; and (vi) the withdrawal and vesting
                           provisions under the Plan. For any Plan Year that
                           began in 1999, the


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                           notice requirements described in this paragraph are
                           deemed satisfied if the notice provided satisfied a
                           reasonable, good faith interpretation of the notice
                           requirements under Code ss.401(k)(12). (See
                           subsection (1)(ii) above for a special supplemental
                           notice that may need to be provided to qualify as a
                           Safe Harbor 401(k) Plan.)

                           Each Eligible Participant must receive the annual
                           notice within a reasonable period before the
                           beginning of the Plan Year (or within a reasonable
                           period before an Employee becomes an Eligible
                           Participant, if later). For this purpose, an Employee
                           will be deemed to have received the notice in a
                           timely manner if the Employee receives such notice at
                           least 30 days and no more than 90 days before the
                           beginning of the Plan Year. For an Employee who
                           becomes an Eligible Participant during a Plan Year,
                           the notice will be deemed timely if it is provided no
                           more than 90 days prior to the date the Employee
                           becomes an Eligible Participant. For Plan Years that
                           began on or before April 1, 1999, the notice
                           requirement under this subsection will be satisfied
                           if the notice was provided by March 1, 1999. If an
                           Employer first designates the Plan as a Safe Harbor
                           401(k) Plan for a Plan Year that begins on or after
                           January 1, 2000 and on or before June 1, 2000, the
                           notice requirement under this subsection will be
                           satisfied if the notice was provided by May 1, 2000.

         (b)      Deemed compliance with ADP Test. If the Plan satisfies all the
                  conditions under subsection (a) above to qualify as a Safe
                  Harbor 401(k) Plan, the Plan is deemed to satisfy the ADP Test
                  for the Plan Year. This Plan will not be deemed to satisfy the
                  ADP Test for a Plan Year if an Eligible Participant is covered
                  under another Safe Harbor 401(k) Plan maintained by the
                  Employer which uses the provisions under this Section to
                  comply with the ADP Test.

         (c)      Deemed compliance with ACP Test. If the Plan satisfies all the
                  conditions under subsection (a) above to qualify as a Safe
                  Harbor 401(k) Plan, the Plan is deemed to satisfy the ACP Test
                  for the Plan Year with respect to Employer Matching
                  Contributions (including Employer Matching Contributions that
                  are not used to qualify as a Safe Harbor 401(k) Plan),
                  provided the following conditions are satisfied. If the Plan
                  does not satisfy the requirements under this subsection (c)
                  for a Plan Year, the Plan must satisfy the ACP Test for such
                  Plan Year in accordance with subsection (d) below.

                  (1)      Only Employer Matching Contributions are Safe Harbor
                           Matching Contributions under basic formula. If the
                           only Employer Matching Contribution formula provided
                           under the Plan is a basic safe harbor formula under
                           Part 4E, #27.a. of the Agreement, the Plan is deemed
                           to satisfy the ACP Test, without regard to the
                           conditions under subsections (2) - (5) below.

                  (2)      Limit on contributions eligible for Employer Matching
                           Contributions. If Employer Matching Contributions are
                           provided (other than just Employer Matching
                           Contributions under a basic safe harbor formula) the
                           total Employer Matching Contributions provided under
                           the Plan (whether or not such Employer Matching
                           Contributions are provided under a Safe Harbor
                           Matching Contribution formula) must not apply to any
                           Section 401(k) Deferrals or Employee After-Tax
                           Contributions that exceed 6% of Included
                           Compensation. If an Employer Matching Contribution
                           formula applies to both Section 401(k) Deferrals and
                           Employee After-Tax Contributions, then the sum of
                           such contributions that exceed 6% of Included
                           Compensation must be disregarded under the formula.

                  (3)      Limit on discretionary Employer Matching
                           Contributions. For Plan Years beginning after
                           December 31, 1999, the Plan will not satisfy the ACP
                           Safe Harbor if the Employer elects to provide
                           discretionary Employer Matching Contributions in
                           addition to the Safe Harbor Matching Contribution,
                           unless the Employer limits the aggregate amount of
                           such discretionary Employer Matching Contributions
                           under Part 4B, #16.b. to no more than 4 percent of
                           the Employee's Included Compensation.

                  (4)      Rate of Employer Matching Contribution may not
                           increase. The Employer Matching Contribution formula
                           may not provide a higher rate of match at higher
                           levels of Section 401(k) Deferrals or Employee
                           After-Tax Contributions.

                  (5)      Limit on Employer Matching Contributions for Highly
                           Compensated Employees. The Employer Matching
                           Contributions made for any Highly Compensated
                           Employee at any rate of Section 401(k) Deferrals
                           and/or Employee After-Tax Contributions cannot be
                           greater than the Employer Matching Contributions
                           provided for any Nonhighly Compensated Employee at
                           the same rate of Section 401(k) Deferrals and/or
                           Employee After-Tax Contributions.

                  (6)      Employee After-Tax Contributions. If the Plan permits
                           Employee After-Tax Contributions, such contributions
                           must satisfy the ACP Test, regardless of whether the
                           Employer Matching Contributions under Plan are deemed
                           to satisfy the ACP Test under this subsection (c).
                           The ACP Test must be performed in accordance with
                           subsection (d) below.


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         (d)      Rules for applying the ACP Test. If the ACP Test must be
                  performed under a Safe Harbor 401(k) Plan, either because
                  there are Employee After Tax Contributions, or because the
                  Employer Matching Contributions do not satisfy the conditions
                  described in subsection (c) above, the Current Year Testing
                  Method must be used to perform such test, even if the
                  Agreement specifies that the Prior Year Testing Method
                  applies. In addition, the testing rules provided in IRS Notice
                  98 52 (or any successor guidance) are applicable in applying
                  the ACP Test.

         (e)      Aggregated plans. If the Plan is aggregated with another plan
                  under Section 17.5(a) or (b), then the Plan is not a Safe
                  Harbor 401(k) Plan unless the conditions of this Section are
                  satisfied on an aggregated basis.

         (f)      First year of plan. To qualify as a Safe Harbor 401(k) Plan,
                  the Plan Year must be a 12 month period, except for the first
                  year of the Plan, in which case the Plan may have a short Plan
                  Year. In no case may the Plan have a short Plan Year of less
                  than 3 months.

                  If the Plan has an initial Plan Year that is less than 12
                  months, for purposes of applying the Annual Additions
                  Limitation under Article 7, the Limitation Year will be the
                  12-month period ending on the last day of the short Plan Year.
                  Thus, no proration of the Defined Contribution Dollar
                  Limitation will be required. (See Section 7.4(e).) In
                  addition, the Employer's Included Compensation will be
                  determined for the 12-month period ending on the last day of
                  the short Plan Year.

17.7     Definitions. The following definitions apply for purposes of applying
         the provisions of this Article 17.

         (a)      ACP Average Contribution Percentage. The ACP for a group is
                  the average of the contribution percentages calculated
                  separately for each Eligible Participant in the group. An
                  Eligible Participant's contribution percentage is the ratio of
                  the contributions made on behalf of the Participant that are
                  included under the ACP Test, expressed as a percentage of the
                  Participant's Testing Compensation for the Plan Year. For this
                  purpose, the contributions included under the ACP Test are the
                  sum of the Employee After Tax Contributions, Employer Matching
                  Contributions, and QMACs (to the extent not taken into account
                  for purposes of the ADP test) made under the Plan on behalf of
                  the Participant for the Plan Year. The ACP may also include
                  other contributions as provided in Section 17.3(c), if
                  applicable.

         (b)      ADP Average Deferral Percentage. The ADP for a group is the
                  average of the deferral percentages calculated separately for
                  each Eligible Participant in the group. A Participant's
                  deferral percentage is the ratio of the Participant's deferral
                  contributions expressed as a percentage of the Participant's
                  Testing Compensation for the Plan Year. For this purpose, a
                  Participant's deferral contributions include any Section
                  401(k) Deferrals made pursuant to the Participant's deferral
                  election, including Excess Deferrals of Highly Compensated
                  Employees (but excluding Excess Deferrals of Nonhighly
                  Compensated Employees). The ADP may also include other
                  contributions as provided in Section 17.2(c), if applicable.

                  In determining a Participant's deferral percentage for the
                  Plan Year, a deferral contribution may be taken into account
                  only if such contribution is allocated to the Participant's
                  Account as of a date within the Plan Year. For this purpose, a
                  deferral contribution may only be allocated to a Participant's
                  Account within a particular Plan Year if the deferral
                  contribution is actually paid to the Trust no later than the
                  end of the 12-month period immediately following that Plan
                  Year and the deferral contribution relates to Included
                  Compensation that (1) would otherwise have been received by
                  the Participant in that Plan Year or (2) is attributable to
                  services performed in that Plan Year and would otherwise have
                  been received by the Participant within 2 1/2 months after the
                  close of that Plan Year. No formal election need be made by
                  the Employer to use the 2 1/2-month rule described in the
                  preceding sentence. However, deferral contributions may only
                  be taken into account for a single Plan Year.

         (c)      Excess Aggregate Contributions. Excess Aggregate Contributions
                  for a Plan Year are the amounts contributed on behalf of the
                  Highly Compensated Employees that exceed the maximum amount
                  permitted under the ACP Test for such Plan Year. The total
                  dollar amount of Excess Aggregate Contributions for a Plan
                  Year is determined by calculating the amount that would have
                  to be distributed to the Highly Compensated Employees if the
                  distributions were made first to the Highly Compensated
                  Employee(s) with the highest contribution percentage until
                  either:

                  (1)      the adjusted ACP for the Highly Compensated Employee
                           Group would reach a percentage that satisfies the ACP
                           Test, or

                  (2)      the contribution percentage of the Highly Compensated
                           Employee(s) with the next highest contribution
                           percentage would be reached.

                  This process is repeated until the adjusted ACP for the Highly
                  Compensated Employee Group would satisfy the ACP Test. The
                  total dollar amount so determined is then divided among the
                  Highly Compensated


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                  Employee Group in the manner described in Section 17.3(d)(1)
                  to determine the actual corrective distributions to be made.

         (d)      Excess Contributions. Excess Contributions for a Plan Year are
                  the amounts taken into account in computing the ADP of the
                  Highly Compensated Employees that exceed the maximum amount
                  permitted under the ADP Test for such Plan Year. The total
                  dollar amount of Excess Contributions for a Plan Year is
                  determined by calculating the amount that would have to be
                  distributed to the Highly Compensated Employees if the
                  distributions were made first to the Highly Compensated
                  Employee(s) with the highest deferral percentage until either:

                  (1)      the adjusted ADP for the Highly Compensated Employee
                           Group would reach a percentage that satisfies the ADP
                           Test, or

                  (2)      the deferral percentage of the Highly Compensated
                           Employee(s) with the next highest deferral percentage
                           would be reached.

                  This process is repeated until the adjusted ADP for the Highly
                  Compensated Employee Group would satisfy the ADP test. The
                  total dollar amount so determined is then divided among the
                  Highly Compensated Employee Group in the manner described in
                  Section 17.2(d)(1) to determine the actual corrective
                  distributions to be made.

         (e)      Highly Compensated Employee Group. The Highly Compensated
                  Employee Group is the group of Eligible Participants who are
                  Highly Compensated Employees for the current Plan Year. An
                  Employee who makes a one time irrevocable election not to
                  participate in accordance with Section 1.10 (if authorized
                  under Part 13, #75 of the Nonstandardized Agreement) will not
                  be treated as an Eligible Participant.

         (f)      Nonhighly Compensated Employee Group. The Nonhighly
                  Compensated Employee Group is the group of Eligible
                  Participants who are Nonhighly Compensated Employees for the
                  applicable Plan Year. If the Prior Year Testing Method is
                  selected under Part 4F of the Agreement, the Nonhighly
                  Compensated Employee Group is the group of Eligible
                  Participants in the prior Plan Year who were Nonhighly
                  Compensated Employees for that year. If the Current Year
                  Testing Method is selected under Part 4F of the Agreement, the
                  Nonhighly Compensated Employee Group is the group of Eligible
                  Participants who are Nonhighly Compensated Employees for the
                  current Plan Year. An Employee who makes a one time
                  irrevocable election not to participate in accordance with
                  Section 1.10 (if authorized under Part 13, #75 of the
                  Nonstandardized Agreement) will not be treated as an Eligible
                  Participant.

         (g)      QMACs - Qualified Matching Contribution. To the extent
                  authorized under Part 4B, #18 of the Agreement, QMACs are
                  Employer Matching Contributions which are 100% vested when
                  contributed to the Plan and are subject to the distribution
                  restrictions applicable to Section 401(k) Deferrals under
                  Article 8, except that no portion of a Participant's QMAC
                  Account may be distributed from the Plan on account of
                  Hardship. See Section 8.6(c).

         (h)      QNECs - Qualified Nonelective Contributions. To the extent
                  authorized under Part 4C, #22 of the Agreement, QNECs are
                  Employer Nonelective Contributions which are 100% vested when
                  contributed to the Plan and are subject to the distribution
                  restrictions applicable to Section 401(k) Deferrals under
                  Article 8, except that no portion of a Participant's QNEC
                  Account may be distributed from the Plan on account of
                  Hardship. See Section 8.6(c).

         (i)      Testing Compensation. In determining the Testing Compensation
                  used for purposes of applying the ADP Test, the ACP Test, and
                  the Multiple Use Test, the Plan Administrator is not bound by
                  any elections made under Part 3 of the Agreement with respect
                  to Total Compensation or Included Compensation under the Plan.
                  The Plan Administrator may determine on an annual basis (and
                  within its discretion) the components of Testing Compensation
                  for purposes of applying the ADP Test, the ACP Test and the
                  Multiple Use Test. Testing Compensation must qualify as a
                  nondiscriminatory definition of compensation under
                  Codess.414(s) and the regulations thereunder and must be
                  applied consistently to all Participants. Testing Compensation
                  may be determined over the Plan Year for which the applicable
                  test is being performed or the calendar year ending within
                  such Plan Year. In determining Testing Compensation, the Plan
                  Administrator may take into consideration only the
                  compensation received while the Employee is an Eligible
                  Participant under the component of the Plan being tested. In
                  no event may Testing Compensation for any Participant exceed
                  the Compensation Dollar Limitation defined in Section 22.32.
                  In determining Testing Compensation, the Plan Administrator
                  may exclude amounts paid to an individual as severance pay to
                  the extent such amounts are paid after the common law
                  employment relationship between the individual and the
                  Employer has terminated, provided such amounts also are
                  excluded in determining Total Compensation under 22.197.


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                                   ARTICLE 18
                         PLAN AMENDMENTS AND TERMINATION

This Article contains the rules regarding the ability of the Prototype Sponsor
or Employer to make Plan amendments and the effect of such amendments on the
Plan. This Article also contains the rules for administering the Plan upon
termination and the effect of Plan termination on Participants' benefits and
distribution rights.

18.1     Plan Amendments.

         (a)      Amendment by the Prototype Sponsor. The Prototype Sponsor may
                  amend the Prototype Plan on behalf of each adopting Employer
                  who is maintaining the Plan at the time of the amendment. An
                  amendment by the Prototype Sponsor to the Basic Plan Document
                  does not require consent of the adopting Employers, nor does
                  an adopting Employer have to reexecute its Agreement with
                  respect to such an amendment. The Prototype Sponsor will
                  provide each adopting Employer a copy of the amended Basic
                  Plan Document (either by providing substitute or additional
                  pages, or by providing a restated Basic Plan Document). An
                  amendment by the Prototype Sponsor to any Agreement offered
                  under the Prototype Plan is not effective with respect to an
                  Employer's Plan unless the Employer reexecutes the amended
                  Agreement.

                  If the Prototype Plan is amended by the mass submitter, the
                  mass submitter is treated as the agent of the Prototype
                  Sponsor. If the Prototype Sponsor does not adopt any
                  amendments made by the mass submitter, the Prototype Plan will
                  no longer be identical to or a minor modifier of the mass
                  submitter Prototype Plan.

         (b)      Amendment by the Employer. The Employer shall have the right
                  at any time to amend the Agreement in the following manner
                  without affecting the Plan's status as a Prototype Plan. (The
                  ability to amend the Plan as authorized under this Section
                  applies only to the Employer that executes the Signature Page
                  of the Agreement. Any amendment to the Plan by the Employer
                  under this Section also applies to any Related Employer that
                  participates under the Plan as a Co Sponsor.)

                  (1)      The Employer may change any optional selections under
                           the Agreement.

                  (2)      The Employer may add additional language where
                           authorized under the Agreement, including language
                           necessary to satisfy Code ss.415 or Code ss.416 due
                           to the aggregation of multiple plans.

                  (3)      The Employer may change the administrative selections
                           under Part 12 of the Agreement by replacing the
                           appropriate page(s) within the Agreement. Such
                           amendment does not require reexecution of the
                           Signature Page of the Agreement.

                  (4)      The Employer may add any model amendments published
                           by the IRS which specifically provide that their
                           adoption will not cause the Plan to be treated as an
                           individually designed plan.

                  (5)      The Employer may adopt any amendments that it deems
                           necessary to satisfy the requirements for resolving
                           qualification failures under the IRS' compliance
                           resolution programs.

                  (6)      The Employer may adopt an amendment to cure a
                           coverage or nondiscrimination testing failure, as
                           permitted under applicable Treasury regulations.

                  The Employer may amend the Plan at any time for any other
                  reason, including a waiver of the minimum funding requirement
                  under Code ss.412(d). However, such an amendment will cause
                  the Plan to lose its status as a Prototype Plan and become an
                  individually designed plan.

                  The Employer's amendment of the Plan from one type of Defined
                  Contribution Plan (e.g., a money purchase plan) into another
                  type of Defined Contribution Plan (e.g., a profit sharing
                  plan) will not result in a partial termination or any other
                  event that would require full vesting of some or all Plan
                  Participants.

                  Any amendment that affects the rights, duties or
                  responsibilities of the Trustee or Plan Administrator may only
                  be made with the Trustee's or Plan Administrator's written
                  consent. Any amendment to the Plan must be in writing and a
                  copy of the resolution (or similar instrument) setting forth
                  such amendment (with the applicable effective date of such
                  amendment) must be delivered to the Trustee.

                  No amendment may authorize or permit any portion of the assets
                  held under the Plan to be used for or diverted to a purpose
                  other than the exclusive benefit of Participants or their
                  Beneficiaries, except to the extent such assets are used to
                  pay taxes or administrative expenses of the Plan. An amendment
                  also may not cause or permit any portion of the assets held
                  under the Plan to revert to or become property of the
                  Employer.


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         (c)      Protected Benefits. Except as permitted under statute (such as
                  Codess.412(c)(8)), regulations (such as Treas. Reg.ss.1.411(d)
                  4), or other IRS guidance of general applicability, no Plan
                  amendment (or other transaction having the effect of a Plan
                  amendment, such as a merger, acquisition, plan transfer, or
                  similar transaction) may reduce a Participant's Account
                  Balance or eliminate or reduce a Protected Benefit to the
                  extent such Protected Benefit relates to amounts accrued prior
                  to the adoption date (or effective date, if later) of the Plan
                  amendment. For this purpose, Protected Benefits include any
                  early retirement benefits, retirement type subsidies, and
                  optional forms of benefit (as defined under the regulations).
                  If the adoption of this Plan will result in the elimination of
                  a Protected Benefit, the Employer may preserve such Protected
                  Benefit by identifying the Protected Benefit in accordance
                  with Part 13, #58 of the Agreement [Part 13, #76 of the 401(k)
                  Agreement]. Failure to identify Protected Benefits under the
                  Agreement will not override the requirement that such
                  Protected Benefits be preserved under this Plan. The
                  availability of each optional form of benefit under the Plan
                  must not be subject to Employer discretion.

                  Effective for amendments adopted and effective on or after
                  September 6, 2000, if the Plan is a profit sharing plan or a
                  401(k) plan, the Employer may eliminate all annuity and
                  installment forms of distribution (including the QJSA form of
                  benefit to the extent the Plan is not required to offer such
                  form of benefit under Article 9), provided the Plan offers a
                  single-sum distribution option that is available at the same
                  time as the annuity or installment options that are being
                  eliminated. If the Plan is a money purchase plan or a target
                  benefit plan, the Employer may not eliminate the QJSA form of
                  benefit. However, the Employer may eliminate all other annuity
                  and installment forms of distribution, provided the Plan
                  offers a single-sum distribution option that is available at
                  the same time as the annuity or installment options that are
                  being eliminated. Any amendment eliminating an annuity or
                  installment form of distribution may not be effective until
                  the earlier of: (1) the date which is the 90th day following
                  the date a summary of the amendment is furnished to the
                  Participant which satisfies the requirements under DOL Reg.
                  ss.2520.104b-3 or (2) the first day of the second Plan Year
                  following the Plan Year in which the amendment is adopted.

18.2     Plan Termination. The Employer may terminate this Plan at any time by
         delivering to the Trustee and Plan Administrator written notice of such
         termination.

         (a)      Full and immediate vesting. Upon a full or partial termination
                  of the Plan (or in the case of a profit sharing plan, the
                  complete discontinuance of contributions), all amounts
                  credited to an affected Participant's Account become 100%
                  vested, regardless of the Participant's vested percentage
                  determined under Article 4. The Plan Administrator has
                  discretion to determine whether a partial termination has
                  occurred.

         (b)      Distribution procedures. Upon the termination of the Plan, the
                  Plan Administrator shall direct the distribution of Plan
                  assets to Participants in accordance with the provisions under
                  Article 8. For this purpose, distribution shall be made to
                  Participants with vested Account Balances of $5,000 or less in
                  lump sum as soon as administratively feasible following the
                  Plan termination, regardless of any contrary election under
                  Part 9, #34 of the Agreement [Part 9, #52 of the 401(k)
                  Agreement]. For Participants with vested Account Balances in
                  excess of $5,000, distribution will be made through the
                  purchase of deferred annuity contracts which protect all
                  Protected Benefits under the Plan, unless a Participant elects
                  to receive an immediate distribution in any form of payment
                  permitted under the Plan. If an immediate distribution is
                  elected in a form other than a lump sum, the distribution will
                  be satisfied through the purchase of an immediate annuity
                  contract. Distributions will be made as soon as
                  administratively feasible following the Plan termination,
                  regardless of any contrary election under Part 9, #33 of the
                  Agreement [Part 9, #51 of the 401(k) Agreement]. The
                  references in this paragraph to $5,000 shall be deemed to mean
                  $3,500, prior to the time the $5,000 threshold becomes
                  effective under the Plan (as determined in Section 8.3(f)).

                  For purposes of applying the provisions of this subsection
                  (b), distribution may be delayed until the Employer receives a
                  favorable determination letter from the IRS as to the
                  qualified status of the Plan upon termination, provided the
                  determination letter request is made within a reasonable
                  period following the termination of the Plan.

                  (1)      Special rule for certain profit sharing plans. If
                           this Plan is a profit sharing plan, distribution will
                           be made to all Participants, without consent, as soon
                           as administratively feasible following the
                           termination of the Plan, without regard to the value
                           of the Participants' vested Account Balance. This
                           special rule applies only if the Plan does not
                           provide for an annuity option under Part 11 of the
                           Agreement and the Employer does not maintain any
                           other Defined Contribution Plan (other than an ESOP)
                           at any time between the termination of the Plan and
                           the distribution.

                  (2)      Special rule for 401(k) plans. Section 401(k)
                           Deferrals, QMACs, QNECs, Safe Harbor Matching
                           Contributions and Safe Harbor Nonelective
                           Contributions under a 401(k) plan (as well as
                           transferred assets (see Section 3.3(c)(3)) which are
                           subject to the distribution restrictions applicable
                           to Section 401(k) Deferrals) may be distributed in a
                           lump sum upon Plan termination only if the Employer
                           does not maintain a Successor Plan at any time during
                           the period beginning on the date of termination and
                           ending 12 months after the final distribution of all
                           Plan assets. For this purpose,


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                           a Successor Plan is any Defined Contribution Plan,
                           other than an ESOP (as defined in Code
                           ss.4975(e)(7)), a SEP (as defined in Code ss.408(k)),
                           or a SIMPLE IRA (as defined in Code ss.408(p)). A
                           plan will not be considered a Successor Plan, if at
                           all times during the 24-month period beginning 12
                           months before the Plan termination, fewer than 2% of
                           the Eligible Participants under the 401(k) plan are
                           eligible under such plan. A distribution of these
                           contributions may be made to the extent another
                           distribution event permits distribution of such
                           amounts.

                  (3)      Plan termination not distribution event if assets are
                           transferred to another Plan. If, pursuant to the
                           termination of the Plan, the Employer enters into a
                           transfer agreement to transfer the assets of the
                           terminated Plan to another plan maintained by the
                           Employer (or by a successor employer in a transaction
                           involving the acquisition of the Employer's stock or
                           assets, or other similar transaction), the
                           termination of the Plan is not a distribution event
                           and the distribution procedures above do not apply.
                           Prior to the transfer of the assets, distribution of
                           a Participant's Account Balance may be made from the
                           terminated Plan only to a Participant (or
                           Beneficiary, if applicable) who is otherwise eligible
                           for distribution without regard to the Plan's
                           termination. Otherwise, benefits will be distributed
                           from the transferee plan in accordance with the terms
                           of that plan (subject to the protection of any
                           Protected Benefits that must be continued with
                           respect to the transferred assets).

         (c)      Termination upon merger, liquidation or dissolution of the
                  Employer. The Plan shall terminate upon the liquidation or
                  dissolution of the Employer or the death of the Employer (if
                  the Employer is a sole proprietor) provided however, that in
                  any such event, arrangements may be made for the Plan to be
                  continued by any successor to the Employer.

18.3     Merger or Consolidation. In the event the Plan is merged or
         consolidated with another plan, each Participant must be entitled to a
         benefit immediately after such merger or consolidation that is at least
         equal to the benefit the Participant would have been entitled to had
         the Plan terminated immediately before such merger or consolidation.
         (See Section 4.1(d) for rules regarding vesting following a merger or
         consolidation.) The Employer may authorize the Trustee to enter into a
         merger agreement with the Trustee of another plan to effect such merger
         or consolidation. A merger agreement entered into by the Trustee is not
         part of this Plan and does not affect the Plan's status as a Prototype
         Plan. (See Section 3.3 for the applicable rules where amounts are
         transferred to this Plan from another plan.)


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                                   ARTICLE 19
                                  MISCELLANEOUS

This Article contains miscellaneous provisions concerning the Employer's and
Participants' rights and responsibilities under the Plan.

19.1     Exclusive Benefit. Except as provided under Section 19.2, no part of
         the Plan assets (including any corpus or income of the Trust) may
         revert to the Employer prior to the satisfaction of all liabilities
         under the Plan nor will such Plan assets be used for, or diverted to, a
         purpose other than the exclusive benefit of Participants or their
         Beneficiaries.

19.2     Return of Employer Contributions. Upon written request by the Employer,
         the Trustee must return any Employer Contributions provided that the
         circumstances and the time frames described below are satisfied. The
         Trustee may request the Employer to provide additional information to
         ensure the amounts may be properly returned. Any amounts returned shall
         not include earnings, but must be reduced by any losses.

         (a)      Mistake of fact. Any Employer Contributions made because of a
                  mistake of fact must be returned to the Employer within one
                  year of the contribution.

         (b)      Disallowance of deduction. Employer Contributions to the Trust
                  are made with the understanding that they are deductible. In
                  the event the deduction of an Employer Contribution is
                  disallowed by the IRS, such contribution (to the extent
                  disallowed) must be returned to the Employer within one year
                  of the disallowance of the deduction.

         (c)      Failure to initially qualify. Employer Contributions to the
                  Plan are made with the understanding, in the case of a new
                  Plan, that the Plan satisfies the qualification requirements
                  of Codess.401(a) as of the Plan's Effective Date. In the event
                  that the Internal Revenue Service determines that the Plan is
                  not initially qualified under the Code, any Employer
                  Contributions (and allocable earnings) made incident to that
                  initial qualification must be returned to the Employer within
                  one year after the date the initial qualification is denied,
                  but only if the application for the qualification is made by
                  the time prescribed by law for filing the employer's return
                  for the taxable year in which the plan is adopted, or such
                  later date as the Secretary of the Treasury may prescribe.

19.3     Alienation or Assignment. Except as permitted under applicable statute
         or regulation, a Participant or Beneficiary may not assign, alienate,
         transfer or sell any right or claim to a benefit or distribution from
         the Plan, and any attempt to assign, alienate, transfer or sell such a
         right or claim shall be void, except as permitted by statute or
         regulation. Any such right or claim under the Plan shall not be subject
         to attachment, execution, garnishment, sequestration, or other legal or
         equitable process. This prohibition against alienation or assignment
         also applies to the creation, assignment, or recognition of a right to
         a benefit payable with respect to a Participant pursuant to a domestic
         relations order, unless such order is determined to be a QDRO pursuant
         to Section 11.5, or any domestic relations order entered before January
         1, 1985.

19.4     Participants' Rights. The adoption of this Plan by the Employer does
         not give any Participant, Beneficiary, or Employee a right to continued
         employment with the Employer and does not affect the Employer's right
         to discharge an Employee or Participant at any time. This Plan also
         does not create any legal or equitable rights in favor of any
         Participant, Beneficiary, or Employee against the Employer, Plan
         Administrator or Trustee. Unless the context indicates otherwise, any
         amendment to this Plan is not applicable to determine the benefits
         accrued (and the extent to which such benefits are vested) by a
         Participant or former Employee whose employment terminated before the
         effective date of such amendment, except where application of such
         amendment to the terminated Participant or former Employee is required
         by statute, regulation or other guidance of general applicability.
         Where the provisions of the Plan are ambiguous as to the application of
         an amendment to a terminated Participant or former Employee, the Plan
         Administrator has the authority to make a final determination on the
         proper interpretation of the Plan.

19.5     Military Service. To the extent required under Code ss.414(u), an
         Employee who returns to employment with the Employer following a period
         of qualified military service will receive any contributions, benefits
         and service credit required under Code ss.414(u), provided the Employee
         satisfies all applicable requirements under the Code and regulations.

19.6     Paired Plans. If the Employer adopts more than one Standardized
         Agreement, each of the Standardized Agreements are considered to be
         Paired Plans, provided the Employer completes Part 13, #54 of the
         Agreement [Part 13, #72 of the 401(k) Agreement] in a manner which
         ensures the plans together comply with the Annual Additions Limitation,
         as described in Article 7, and the Top-Heavy Plan rules, as described
         in Article 16. If the Employer adopts Paired Plans, each Plan must have
         the same Plan Year.


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19.7     Annuity Contract. Any annuity contract distributed under the Plan must
         be nontransferable. In addition, the terms of any annuity contract
         purchased and distributed to a Participant or to a Participant's spouse
         must comply with all requirements under this Plan.

19.8     Use of IRS compliance programs. Nothing in this Plan document should be
         construed to limit the availability of the IRS' voluntary compliance
         programs, including the IRS Administrative Policy Regarding
         Self-Correction (APRSC) program. An Employer may take whatever
         corrective actions are permitted under the IRS voluntary compliance
         programs, as is deemed appropriate by the Plan Administrator or
         Employer.

19.9     Loss of Prototype Status. If the Plan as adopted by the Employer fails
         to attain or retain qualification, such Plan will no longer qualify as
         a Prototype Plan and will be considered an individually-designed plan.

19.10    Governing Law. The provisions of this Plan shall be construed,
         administered, and enforced in accordance with the provisions of
         applicable Federal Law and, to the extent applicable, the laws of the
         state in which the Trustee has its principal place of business. The
         foregoing provisions of this Section shall not preclude the Employer
         and the Trustee from agreeing to a different state law with respect to
         the construction, administration and enforcement of the Plan.

19.11    Waiver of Notice. Any person entitled to a notice under the Plan may
         waive the right to receive such notice, to the extent such a waiver is
         not prohibited by law, regulation or other pronouncement.

19.12    Use of Electronic Media. The Plan Administrator may use telephonic or
         electronic media to satisfy any notice requirements required by this
         Plan, to the extent permissible under regulations (or other generally
         applicable guidance). In addition, a Participant's consent to immediate
         distribution, as required by Article 8, may be provided through
         telephonic or electronic means, to the extent permissible under
         regulations (or other generally applicable guidance). The Plan
         Administrator also may use telephonic or electronic media to conduct
         plan transactions such as enrolling participants, making (and changing)
         salary reduction elections, electing (and changing) investment
         allocations, applying for Plan loans, and other transactions, to the
         extent permissible under regulations (or other generally applicable
         guidance).

19.13    Severability of Provisions. In the event that any provision of this
         Plan shall be held to be illegal, invalid or unenforceable for any
         reason, the remaining provisions under the Plan shall be construed as
         if the illegal, invalid or unenforceable provisions had never been
         included in the Plan.

19.14    Binding Effect. The Plan, and all actions and decisions made
         thereunder, shall be binding upon all applicable parties, and their
         heirs, executors, administrators, successors and assigns.


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                                   ARTICLE 20
                       GUST ELECTIONS AND EFFECTIVE DATES

The provisions of this Plan are generally effective as of the Effective Date
designated on the Signature Page of the Agreement. Appendix A of the Agreement
also allows for special effective dates for specified provisions of the Plan,
which override the general Effective Date under the Agreement. Section 22.96
refers to a series of laws that have been enacted since 1994 as the GUST
Legislation, for which extended time (known as the remedial amendment period)
was provided to Employers to conform their plan documents to such laws. This
Article prescribes special effective date rules for conforming plans to the GUST
Legislation.

20.1     GUST Effective Dates. If the Agreement is adopted within the remedial
         amendment period for the GUST Legislation, and the Plan has not
         previously been restated to comply with the GUST Legislation, then
         special effective dates apply to certain provisions. These special
         effective dates apply to the appropriate provisions of the Plan, even
         if such special effective dates are earlier than the Effective Date
         identified on the Signature Page of the Agreement. The Employer may
         specify in elections provided in Appendix B of the Agreement, how the
         Plan was operated to comply with the GUST Legislation. Appendix B need
         only be completed if the Employer operated this Plan in a manner that
         is different from the default provisions contained in this Plan or the
         elective choices made under the Agreement. If the Employer did not
         operate the Plan in a manner that is different from the default
         provisions or elective provisions of the Plan or, if the Plan is not
         being restated for the first time to comply with the GUST Legislation,
         and prior amendments or restatements of the Plan satisfied the
         requirement to amend timely to comply with the GUST Legislation,
         Appendix B need not be completed and may be removed from the Agreement.

         If one or more qualified retirement plans have been merged into this
         Plan, the provisions of the merging plan(s) will remain in full force
         and effect until the Effective Date of the plan merger(s), unless
         provided otherwise under Appendix A-12 of the Agreement [Appendix A-16
         of the 401(k) Agreement]. If the merging plan(s) have not been amended
         to comply with the changes required under the GUST Legislation, the
         merging plan(s) will be deemed amended retroactively for such required
         changes by operation of this Agreement. The provisions required by the
         GUST Legislation (as provided under this BPD and related Agreements)
         will be effective for purposes of the merging plan(s) as of the same
         effective date that is specified for that GUST provision in this BPD
         and Appendix B of the Agreement (even if that date precedes the general
         Effective Date specified in the Agreement).

20.2     Highly Compensated Employee Definition. The definition of Highly
         Compensated Employee under Section 22.99 is modified effective for Plan
         Years beginning after December 31, 1996. Under the current definition
         of Highly Compensated Employee, the Employer must designate under the
         Plan whether it is using the Top-Paid Group Test and whether it is
         using the Calendar Year Election or, for the 1997 Plan Year, whether it
         used the Old-Law Calendar Year Election.

         (a)      Top Paid Group Test. In determining whether an Employee is a
                  Highly Compensated Employee, the Top Paid Group Test under
                  Section 22.99(b)(4) does not apply unless the Employer
                  specifically elects under Part 13, #50.a. of the Agreement
                  [Part 13, #68.a. of the 401(k) Agreement] to have the Top Paid
                  Group Test apply. The Employer's election to use or not use
                  the Top Paid Group Test generally applies for all years
                  beginning with the Effective Date of the Plan (or the first
                  Plan Year beginning after December 31, 1996, if later).
                  However, because the Employer may not have operated the Plan
                  consistent with this Top Paid Group Test election for all
                  years prior to the date this Plan restatement is adopted,
                  Appendix B 1.a. of the Agreement also permits the Employer to
                  override the Top Paid Group Test election under this Plan for
                  specified Plan Years beginning after December 31, 1996, and
                  before the date this Plan restatement is adopted.

         (b)      Calendar Year Election. In determining whether an Employee is
                  a Highly Compensated Employee, the Calendar Year Election
                  under Section 22.99(b)(5) does not apply unless the Employer
                  specifically elects under Part 13, #50.b. of the Agreement
                  [Part 13, #68.b. of the 401(k) Agreement] to have the Calendar
                  Year Election apply. The Employer's election to use or not use
                  the Calendar Year Election is generally effective for all
                  years beginning with the Effective Date of this Plan (or the
                  first Plan Year beginning after December 31, 1996, if later).
                  However, because the Employer may not have operated the Plan
                  consistent with this Calendar Year Election for all years
                  prior to the date this Plan restatement is adopted, Appendix B
                  1.b. of the Agreement permits the Employer to override the
                  Calendar Year Election under this Plan for specified Plan
                  Years beginning after December 31, 1996, and before the date
                  this Plan restatement is adopted.

         (c)      Old Law Calendar Year Election. In determining whether an
                  Employee was a Highly Compensated Employee for the Plan Year
                  beginning in 1997, a special Old Law Calendar Year Election
                  was available. (See Section 22.99(b)(6) for the definition of
                  the Old Law Calendar Year Election.) Appendix B 1.c. of the
                  Agreement permits the Employer to designate whether it used
                  the Old Law Calendar Year Election for the 1997 Plan Year. If
                  the Employer did not use the Old Law Calendar Year Election,
                  the election in Appendix B 1.c. need not be completed.


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20.3     Required Minimum Distributions. Appendix B-2 of the Agreement permits
         the Employer to designate how it complied with the GUST Legislation
         changes to the required minimum distribution rules. Section 10.4
         describes the application of the GUST Legislation changes to the
         required minimum distribution rules.

20.4     $5,000 Involuntary Distribution Threshold. For Plan Years beginning on
         or after August 5, 1997, a Participant (and spouse, if the Joint and
         Survivor Annuity rules apply under Article 9) must consent to a
         distribution from the Plan if the Participant's vested Account Balance
         exceeds $5,000. (See Section 8.3(e) for the applicable rules for
         determining the value of a Participant's vested Account Balance.) For
         Plan Years beginning before August 5, 1997, the consent threshold was
         $3,500 instead of $5,000.

         The increase in the consent threshold to $5,000 is generally effective
         for Plan Years beginning on or after August 5, 1997. However, because
         the Employer may not have operated the Plan consistent with the $5,000
         threshold for all years prior to the date this Plan restatement was
         adopted, Appendix B-3.a. of the Agreement permits the Employer to
         designate the Plan Year during which it began applying the higher
         $5,000 consent threshold. If the Employer began applying the $5,000
         consent threshold for Plan Years beginning on or after August 5, 1997,
         Appendix B-3.a. need not be completed. If the Employer did not begin
         using the $5,000 consent threshold until some later date, the Employer
         must designate the appropriate date in Appendix B-3.a.

20.5     Repeal of Family Aggregation for Allocation Purposes. For Plan Years
         beginning on or after January 1, 1997, the family aggregation rules
         were repealed. For Plan Years beginning before January 1, 1997, the
         family aggregation rules required that family members of a Five-Percent
         Owner or one of the 10 Employees with the highest ownership interest in
         the Employer were aggregated as a single Highly Compensated Employee
         for purposes of determining such individuals' share of any
         contributions under the Plan. In determining the allocation for such
         aggregated individuals, the Compensation Dollar Limitation (as defined
         in Section 22.32) was applied on an aggregated basis with respect to
         the Five-Percent Owner or top-10 owner, his/her spouse, and his/her
         minor children (under the age of 19).

         The family aggregation rules were repealed effective for Plan Years
         beginning on or after January 1, 1997. However, because the Employer
         may not have operated the Plan consistent with the repeal of family
         aggregation for all years prior to the date this Plan restatement is
         adopted, Appendix B-3.b. of the Agreement permits the Employer to
         designate the Plan Year during which it repealed family aggregation for
         allocation purposes. If the Employer implemented the repeal of family
         aggregation for Plan Years beginning on or after January 1, 1997,
         Appendix B-3.b. need not be completed. If the Employer did not
         implement the repeal of family aggregation until some later date, the
         Employer must designate the appropriate date in Appendix B-3.b.

20.6     ADP/ACP Testing Methods. The GUST Legislation modified the
         nondiscrimination testing rules for Section 401(k) Deferrals, Employer
         Matching Contributions, and Employee After-Tax Contributions, effective
         for Plan Years beginning after December 31, 1996. For purposes of
         applying the ADP Test and ACP Test under the 401(k) Agreement, the
         Employer must designate the testing methodology used for each Plan
         Year. (See Article 17 for the definition of the ADP Test and the ACP
         Test and the applicable testing methodology.)

         Part 4F of the 401(k) Agreement contains elective provisions for the
         Employer to designate the testing methodology it will use in performing
         the ADP Test and the ACP Test. Appendix B-5.a. of the 401(k) Agreement
         contains elective provisions for the Employer to designate the testing
         methodology it used for Plan Years that began before the adoption of
         the Agreement.

20.7     Safe Harbor 401(k) Plan. Effective for Plan Years beginning after
         December 31, 1998, the Employer may elect under Part 4E of the 401(k)
         Agreement to apply the Safe Harbor 401(k) Plan provisions. To qualify
         as a Safe Harbor 401(k) Plan for a Plan Year, the Plan must be
         identified as a Safe Harbor 401(k) Plan for such year.

         If the Employer elects under Part 4E to apply the Safe Harbor 401(k)
         Plan provisions, the Plan generally will be considered a Safe Harbor
         Plan for all Plan Years beginning with the Effective Date of the Plan
         (or January 1, 1999, if later). Likewise, if the Employer does not
         elect to apply the Safe Harbor 401(k) provisions, the Plan generally
         will not be considered a Safe Harbor Plan for such year. However,
         because the Employer may have operated the Plan as a Safe Harbor 401(k)
         Plan for Plan Years prior to the Effective Date of this Plan or may not
         have operated the Plan consistent with its election under Part 4E to
         apply (or to not apply) the Safe Harbor 401(k) Plan provisions for all
         years prior to the date this Plan restatement is adopted, Appendix
         B-5.b. of the 401(k) Agreement permits the Employer to designate any
         Plan Year in which the Plan was (or was not) a Safe Harbor 401(k) Plan.
         Appendix B-5.b. should only be completed if the Employer operated this
         Plan prior to date it was actually adopted in a manner that is
         inconsistent with the election made under Part 4E of the Agreement.

         If the Employer elects under Appendix B-5.b. of the Agreement to apply
         the Safe Harbor 401(k) Plan provisions for any Plan Year beginning
         prior to the date this Plan is adopted, the Plan must have complied
         with the requirements under Section 17.6 for such year. The type and
         amount of the Safe Harbor Contribution for such Plan Year(s) is the
         type and amount of contribution described in the Participant notice
         issued pursuant to Section 17.6(a)(4) for such Plan Year.


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                                   ARTICLE 21
                PARTICIPATION BY RELATED EMPLOYERS (CO-SPONSORS)

21.1     Co-Sponsor Adoption Page. A Related Employer may elect to participate
         under this Plan by executing a Co-Sponsor Adoption Page under the
         Agreement. By executing a Co-Sponsor Adoption Page, the Co-Sponsor
         adopts all the provisions of the Plan, including the elective choices
         made by the Employer under the Agreement. The Co-Sponsor is also bound
         by any amendments made to the Plan in accordance with Article 18. The
         Co-Sponsor agrees to use the same Trustee as is designated on the
         Trustee Declaration under the Agreement, except as provided in a
         separate trust agreement authorized under Article 12.

21.2     Participation by Employees of Co-Sponsor. A Related Employer may not
         contribute to this Plan unless it executes the Co-Sponsor Adoption
         Page. (See Section 1.3 for a discussion of the eligibility rules as
         they apply to Employees of Related Employers who do not execute a
         Co-Sponsor Adoption Page.) However, in applying the provisions of this
         Plan, Total Compensation (as defined in Section 22.197) includes
         amounts earned with a Related Employer, regardless of whether such
         Related Employer executes a Co-Sponsor Adoption Page. The Employer may
         elect under Part 3, #10.b.(7) of the Nonstandardized Agreement [Part 3,
         #10.i. of the Nonstandardized 401(k) Agreement] to exclude amounts
         earned with a Related Employer that does not execute a Co-Sponsor Page
         for purposes of determining an Employee's Included Compensation under
         the Plan.

21.3     Allocation of Contributions and Forfeitures. Unless selected otherwise
         under the Co-Sponsor Adoption Page, any contributions made by a
         Co-Sponsor (and any forfeitures relating to such contributions) will be
         allocated to all Eligible Participants employed by the Employer and
         Co-Sponsors in accordance with the provisions under this Plan. Under a
         Nonstandardized Agreement, a Co-Sponsor may elect under the Co-Sponsor
         Page to allocate its contributions (and forfeitures relating to such
         contributions) only to the Eligible Participants employed by the
         Co-Sponsor making such contributions. If so elected, Employees of the
         Co-Sponsor will not share in an allocation of contributions (or
         forfeitures relating to such contributions) made by any other Related
         Employer (except in such individual's capacity as an Employee of that
         other Related Employer). Where contributions are allocated only to the
         Employees of a contributing Co-Sponsor, the Plan Administrator will
         maintain a separate accounting of an Employee's Account Balance
         attributable to the contributions of a particular Co-Sponsor. This
         separate accounting is necessary only for contributions that are not
         100% vested, so that the allocation of forfeitures attributable to such
         contributions can be allocated for the benefit of the appropriate
         Employees. An election to allocate contributions and forfeitures only
         to the Eligible Participants employed by the Co-Sponsor making such
         contributions will preclude the Plan from satisfying the
         nondiscrimination safe harbor rules under Treas. Reg. ss.1.401(a)(4)-2
         and may require additional nondiscrimination testing.

21.4     Co-Sponsor No Longer a Related Employer. If a Co-Sponsor becomes a
         Former Related Employer because of an acquisition or disposition of
         stock or assets, a merger, or similar transaction, the Co-Sponsor will
         cease to participate in the Plan as soon as administratively feasible.
         If the transition rule under Code ss.410(b)(6)(C) applies, the
         Co-Sponsor will cease to participate in the Plan as soon as
         administratively feasible after the end of the transition period
         described in Code ss.410(b)(6)(C). If a Co-Sponsor ceases to be a
         Related Employer under this Section 21.4, the following procedures may
         be followed to discontinue the Co-Sponsor's participation in the Plan.

         (a)      Manner of discontinuing participation. To document the
                  cessation of participation by a Former Related Employer, the
                  Former Related Employer may discontinue its participation as
                  follows: (1) the Former Related Employer adopts a resolution
                  that formally terminates active participation in the Plan as
                  of a specified date, (2) the Employer that has executed the
                  Signature Page of the Agreement reexecutes such page,
                  indicating an amendment by page substitution through the
                  deletion of the Co Sponsor Adoption Page executed by the
                  Former Related Employer, and (3) the Former Related Employer
                  provides any notices to its Employees that are required by
                  law. Discontinuance of participation means that no further
                  benefits accrue after the effective date of such
                  discontinuance with respect to employment with the Former
                  Related Employer. The portion of the Plan attributable to the
                  Former Related Employer may continue as a separate plan, under
                  which benefits may continue to accrue, through the adoption by
                  the Former Related Employer of a successor plan (which may be
                  created through the execution of a separate Agreement by the
                  Former Related Employer) or by spin off of that portion of the
                  Plan followed by a merger or transfer into another existing
                  plan, as specified in a merger or transfer agreement.

         (b)      Multiple employer plan. If, after a Co Sponsor becomes a
                  Former Related Employer, its Employees continue to accrue
                  benefits under this Plan, the Plan will be treated as a
                  multiple employer plan to the extent required by law. So long
                  as the discontinuance procedures of this Section are
                  satisfied, such treatment as a multiple employer plan will not
                  affect reliance on the favorable IRS letter issued to the
                  Prototype Sponsor or any determination letter issued on the
                  Plan.

21.5     Special Rules for Standardized Agreements. As stated in Section 1.3(b)
         of this BPD, under a Standardized Agreement each Related Employer (who
         has Employees who may be eligible to participate in the Plan) is
         required to execute a Co-Sponsor Adoption Page. If a Related Employer
         fails to execute a Co-Sponsor Adoption Page, the Plan will be treated
         as an individually-designed plan, except as provided in subsections (a)
         and (b) below. Nothing in this


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         Plan shall be construed to treat a Related Employer as participating in
         the Plan in the absence of a Co-Sponsor Adoption Page executed by that
         Related Employer.

         (a)      New Related Employer. If an organization becomes a New Related
                  Employer after the Effective Date of the Agreement by reason
                  of an acquisition or disposition of stock or assets, a merger,
                  or similar transaction, the New Related Employer must execute
                  a Co Sponsor Page no later than the end of the transition
                  period described in Codess.410(b)(6)(C). Participation of the
                  New Related Employer must be effective no later than the first
                  day of the Plan Year that begins after such transition period
                  ends. If the transition period in Codess.410(b)(6)(C) is not
                  applicable, the effective date of the New Related Employer's
                  participation in the Plan must be no later than the date it
                  became a Related Employer.

         (b)      Former Related Employer. If an organization ceases to be a
                  Related Employer (Former Related Employer), the provisions of
                  Section 21.4, relating to discontinuance of participation,
                  apply.

                  Under the Standardized Agreement, if the rules of subsections
                  (a) or (b) are followed, the Employer may continue to rely on
                  the favorable IRS letter issued to the Prototype Sponsor
                  during any period in which a New Related Employer is not
                  participating in the Plan or a Former Related Employer
                  continues to participate in the Plan. If the rules of
                  subsections (a) or (b) are not followed, the Plan is treated
                  as an individually-designed plan for any period of such
                  noncompliance.


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                                   ARTICLE 22
                                PLAN DEFINITIONS

This Article contains definitions for common terms that are used throughout the
Plan. All capitalized terms under the Plan are defined in this Article. Where
applicable, this Article will refer to other Sections of the Plan where the term
is defined.

22.1     Account. The separate Account maintained for each Participant under the
         Plan. To the extent applicable, a Participant may have any (or all) of
         the following separate sub-Accounts within his/her Account: Employer
         Contribution Account, Section 401(k) Deferral Account, Employer
         Matching Contribution Account, QMAC Account, QNEC Account, Employee
         After-Tax Contribution Account, Safe Harbor Matching Contribution
         Account, Safe Harbor Nonelective Contribution Account, Rollover
         Contribution Account, and Transfer Account. The Transfer Account also
         may have any (or all) of the sub-Accounts listed above. The Plan
         Administrator may maintain other sub-Accounts, if necessary, for proper
         administration of the Plan.

22.2     Account Balance. A Participant's Account Balance is the total value of
         all Accounts (whether vested or not) maintained for the Participant. A
         Participant's vested Account Balance includes only those amounts for
         which the Participant has a vested interest in accordance with the
         provisions under Article 4 and Part 6 of the Agreement. A Participant's
         Section 401(k) Deferral Account, QMAC Account, QNEC Account, Employee
         After-Tax Contribution Account, Safe Harbor Matching Contribution
         Account, Safe Harbor Nonelective Contribution Account, and Rollover
         Contribution Account are always 100% vested.

22.3     Accrued Benefit. If referred to in the context of a Defined
         Contribution Plan, the Accrued Benefit is the Account Balance. If
         referred to in the context of a Defined Benefit Plan, the Accrued
         Benefit is the benefit accrued under the benefit formula prescribed by
         the Defined Benefit Plan.

22.4     ACP -- Average Contribution Percentage. The average of the contribution
         percentages for the Highly Compensated Employee Group and the Nonhighly
         Compensated Employee Group, which are tested for nondiscrimination
         under the ACP Test. See Section 17.7(a).

22.5     ACP Test -- Actual Contribution Percentage Test. The special
         nondiscrimination test that applies to Employer Matching Contributions
         and/or Employee After-Tax Contributions under the 401(k) Agreement. See
         Section 17.3.

22.6     Actual Hours Crediting Method. The Actual Hours Crediting Method is a
         method for counting service for purposes of Plan eligibility and
         vesting. Under the Actual Hours Crediting Method, an Employee is
         credited with the actual Hours of Service the Employee completes with
         the Employer or the number of Hours of Service for which the Employee
         is paid (or entitled to payment).

22.7     Adoption Agreement. See the definition for Agreement.

22.8     ADP -- Average Deferral Percentage. The average of the deferral
         percentages for the Highly Compensated Employee Group and the Nonhighly
         Compensated Employee Group, which are tested for nondiscrimination
         under the ADP Test. See Section 17.7(b).

22.9     ADP Test -- Actual Deferral Percentage Test. The special
         nondiscrimination test that applies to Section 401(k) Deferrals under
         the 401(k) Agreement. See Section 17.2.

22.10    Agreement. The Agreement (sometimes referred to as the "Adoption
         Agreement") contains the elective provisions under the Plan that an
         Employer completes to supplement or modify the provisions under the
         BPD. Each Employer that adopts this Plan must complete and execute the
         appropriate Agreement. An Employer may adopt more than one Agreement
         under this Prototype Plan. Each executed Agreement is treated as a
         separate Plan and Trust. For example, if an Employer executes a profit
         sharing plan Agreement and a money purchase plan Agreement, the
         Employer is treated as maintaining two separate Plans under this
         Prototype Plan document. An Agreement is treated as a single Plan, even
         if there is one or more executed Co-Sponsor Adoption Pages associated
         with the Agreement.

22.11    Aggregate Limit. The limit imposed under the Multiple Use Test on
         amounts subject to both the ADP Test and the ACP Test. See Section
         17.4(a).

22.12    Alternate Payee. A person designated to receive all or a portion of the
         Participant's benefit pursuant to a QDRO. See Section 11.5.

22.13    Anniversary Year Method. A method for determining Eligibility
         Computation Periods after an Employee's initial Eligibility Computation
         Period. See Section 1.4(c)(2) for more detailed discussion of the
         Anniversary Year Method.

22.14    Anniversary Years. An alternative period for measuring Vesting
         Computation Periods. See Section 4.4.


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22.15    Annual Additions. The amounts taken into account under a Defined
         Contribution Plan for purposes of applying the limitation on
         allocations under Code ss.415. See Section 7.4(a) for the definition of
         Annual Additions.

22.16    Annual Additions Limitation. The limit on the amount of Annual
         Additions a Participant may receive under the Plan during a Limitation
         Year. See Article 7.

22.17    Annuity Starting Date. This Plan does not use the term Annuity Starting
         Date. To determine whether the notice and consent requirements in
         Articles 8 and 9 are satisfied, the Distribution Commencement Date (see
         Section 22.56) is used, even for a distribution that is made in the
         form of an annuity. However, the payment made on the Distribution
         Commencement Date under an annuity form of payment may reflect annuity
         payments that are calculated with reference to an "annuity starting
         date" that occurs prior to the Distribution Commencement Date (e.g.,
         the first day of the month in which the Distribution Commencement Date
         falls).

22.18    Applicable Life Expectancy. The Life Expectancy used to determine a
         Participant's required minimum distribution under Article 10. See
         Section 10.3(d).

22.19    Applicable Percentage. The maximum percentage of Excess Compensation
         that may be allocated to Eligible Participants under the Permitted
         Disparity Method. See Article 2.

22.20    Average Compensation. The average of a Participant's annual Included
         Compensation during the Averaging Period designated under Part 3, #11
         of the target benefit plan Agreement. See Section 2.5(d)(1) for a
         complete definition of Average Compensation.

22.21    Averaging Period. The period used for determining an Employee's Average
         Compensation. Unless modified under Part 3, #11.a. of the target
         benefit plan Agreement, the Averaging Period is the three (3)
         consecutive Measuring Periods during the Participant's Employment
         Period which produces the highest Average Compensation.

22.22    Balance Forward Method. A method for allocating net income or loss to
         Participants' Accounts based on the Account Balance as of the most
         recent Valuation Date under the Plan. See Section 13.4(a).

22.23    Basic Plan Document. See the definition for BPD.

22.24    Beneficiary. A person designated by the Participant (or by the terms of
         the Plan) to receive a benefit under the Plan upon the death of the
         Participant. See Section 8.4(c) for the applicable rules for
         determining a Participant's Beneficiaries under the Plan.

22.25    BPD. The BPD (sometimes referred to as the "Basic Plan Document") is
         the portion of the Plan that contains the non-elective provisions. The
         provisions under the BPD may be supplemented or modified by elections
         the Employer makes under the Agreement or by separate governing
         documents that are expressly authorized by the BPD.

22.26    Break-in-Service - Eligibility. Generally, an Employee incurs a
         Break-in-Service for eligibility purposes for each Eligibility
         Computation Period during which the Employee does not complete more
         than 500 Hours of Service with the Employer. However, if the Employer
         elects under Part 7 of the Agreement to require less than 1,000 Hours
         of Service to earn a Year of Service for eligibility purposes, a Break
         in Service will occur for any Eligibility Computation Period during
         which the Employee does not complete more than one-half (1/2) of the
         Hours of Service required to earn a Year of Service. (See Section 1.6
         for a discussion of the eligibility Break-in-Service rules. Also see
         Section 6.5(b) for rules applicable to the determination of a Break in
         Service when the Elapsed Time Method is used.)

22.27    Break-in-Service - Vesting. Generally, an Employee incurs a
         Break-in-Service for vesting purposes for each Vesting Computation
         Period during which the Employee does not complete more than 500 Hours
         of Service with the Employer. However, if the Employer elects under
         Part 7 of the Agreement to require less than 1,000 Hours of Service to
         earn a Year of Service for vesting purposes, a Break in Service will
         occur for any Vesting Computation Period during which the Employee does
         not complete more than one-half (1/2) of the Hours of Service required
         to earn a Year of Service. (See Section 4.6 for a discussion of the
         vesting Break-in-Service rules. Also see Section 6.5(b) for rules
         applicable to the determination of a Break in Service when the Elapsed
         Time Method is used.)

22.28    Calendar Year Election. A special election used for determining the
         Lookback Year in applying the Highly Compensated Employee test under
         Section 22.99.

22.29    Cash-Out Distribution. A total distribution made to a partially vested
         Participant upon termination of participation under the Plan. See
         Section 5.3(a) for the rules regarding the forfeiture of nonvested
         benefits upon a Cash-Out Distribution from the Plan.

22.30    Code. The Internal Revenue Code of 1986, as amended.


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22.31    Codess.415 Safe Harbor Compensation. An optional definition of
         compensation used to determine Total Compensation. This definition may
         be selected under Part 3, #9.c. of the Agreement. See Section 22.197(c)
         for the definition of Codess.415 Safe Harbor Compensation.

22.32    Compensation Dollar Limitation. The maximum amount of compensation that
         can be taken into account for any Plan Year for purposes of determining
         a Participant's Included Compensation (see Section 22.102) or Testing
         Compensation (see Section 22.190). For Plan Years beginning on or after
         January 1, 1994, the Compensation Dollar Limitation is $150,000, as
         adjusted for increases in the cost-of-living in accordance with Code
         ss.401(a)(17)(B).

         In determining the Compensation Dollar Limitation for any applicable
         period for which Included Compensation or Testing Compensation is being
         determined (the "determination period"), the cost-of-living adjustment
         in effect for a calendar year applies to any determination period
         beginning with or within such calendar year. If a determination period
         consists of fewer than 12 months, the Compensation Dollar Limitation
         for such period is an amount equal to the otherwise applicable
         Compensation Dollar Limitation multiplied by a fraction, the numerator
         of which is the number of months in the short determination period, and
         the denominator of which is 12. A determination period will not be
         considered to be less than 12 months merely because compensation is
         taken into account only for the period the Employee is an Eligible
         Participant. If Section 401(k) Deferrals, Employer Matching
         Contributions, or Employee After-Tax Contributions are separately
         determined for each pay period, no proration of the Compensation Dollar
         Limitation is required with respect to such pay periods.

         For Plan Years beginning on or after January 1, 1989, and before
         January 1, 1994, the Compensation Dollar Limitation taken into account
         for determining all benefits provided under the Plan for any Plan Year
         shall not exceed $200,000. This limitation shall be adjusted by the
         Secretary at the same time and in the same manner as under Code
         ss.415(d), except that the dollar increase in effect on January 1 of
         any calendar year is effective for Plan Years beginning in such
         calendar year and the first adjustment to the $200,000 limitation is
         effective on January 1, 1990.

         If compensation for any prior determination period is taken into
         account in determining a Participant's allocations for the current Plan
         Year, the compensation for such prior determination period is subject
         to the applicable Compensation Dollar Limitation in effect for that
         prior period. For this purpose, in determining allocations in Plan
         Years beginning on or after January 1, 1989, the Compensation Dollar
         Limitation in effect for determination periods beginning before that
         date is $200,000. In addition, in determining allocations in Plan Years
         beginning on or after January 1, 1994, the Compensation Dollar
         Limitation in effect for determination periods beginning before that
         date is $150,000.

22.33    Co-Sponsor. A Related Employer that adopts this Plan by executing the
         Co-Sponsor Adoption Page under the Agreement. See Article 21 for the
         rules applicable to contributions and deductions for contributions made
         by a Co-Sponsor.

22.34    Co-Sponsor Adoption Page. The execution page under the Agreement that
         permits a Related Employer to adopt this Plan as a Co-Sponsor. See
         Article 21.

22.35    Covered Compensation. The average (without indexing) of the Taxable
         Wage Bases in effect for each calendar year during the 35-year period
         ending with the last day of the calendar year in which the Participant
         attains (or will attain) Social Security Retirement Age. See Section
         2.5(d)(2).

22.36    Cumulative Disparity Limit. A limit on the amount of permitted
         disparity that may be provided under the target benefit plan Agreement.
         See Section 2.5(c)(3)(iv).

22.37    Current Year Testing Method. A method for applying the ADP Test and/or
         the ACP Test. See Section 17.2(a)(2) for a discussion of the Current
         Year Testing Method under the ADP Test and 17.3(a)(2) for a discussion
         of the Current Year Testing Method under the ACP Test.

22.38    Custodian. An organization that has custody of all or any portion of
         the Plan assets. See Section 12.11.

22.39    Davis-Bacon Act Service. A Participant's service used to apply the
         Davis-Bacon Contribution Formula under Part 4 of the Nonstandardized
         Agreement [Part 4C of the Nonstandardized 401(k) Agreement]. For this
         purpose, Davis-Bacon Act Service is any service performed by an
         Employee under a public contract subject to the Davis-Bacon Act or to
         any other federal, state or municipal prevailing wage law. See Section
         2.2(a)(1).

22.40    Davis-Bacon Contribution Formula. The Employer may elect under Part 4
         of the Nonstandardized Agreement [Part 4C of the Nonstandardized 401(k)
         Agreement] to provide an Employer Contribution for each Eligible
         Participant who performs Davis-Bacon Act Service. (See Section
         2.2(a)(1) (profit sharing plan and 401(k) plan) and Section 2.4(e)
         (money purchase plan) for special rules regarding the application of
         the Davis-Bacon Contribution Formula.)

22.41    Defined Benefit Plan. A plan under which a Participant's benefit is
         based solely on the Plan's benefit formula without the establishment of
         separate Accounts for Participants.


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22.42    Defined Benefit Plan Fraction. A component of the combined limitation
         test under Code ss.415(e) for Employers that maintain or ever
         maintained both a Defined Contribution and a Defined Benefit Plan. See
         Section 7.5 (b)(1).

22.43    Defined Contribution Plan. A plan that provides for individual Accounts
         for each Participant to which all contributions, forfeitures, income,
         expenses, gains and losses under the Plan are credited or deducted. A
         Participant's benefit under a Defined Contribution Plan is based solely
         on the fair market value of his/her vested Account Balance.

22.44    Defined Contribution Plan Dollar Limitation. The maximum dollar amount
         of Annual Additions an Employee may receive under the Plan. See Section
         7.4(b).

22.45    Defined Contribution Plan Fraction. A component of the combined
         limitation test under Codess.415(e) for Employers that maintain or ever
         maintained both a Defined Contribution and a Defined Benefit Plan. See
         Section 7.5(b)(2).

22.46    Designated Beneficiary. A Beneficiary who is designated by the
         Participant (or by the terms of the Plan) and whose Life Expectancy is
         taken into account in determining minimum distributions under Code
         ss.401(a)(9). See Article 10.

22.47    Determination Date. The date as of which the Plan is tested to
         determine whether it is a Top-Heavy Plan. See Section 16.3(a).

22.48    Determination Period. The period during which contributions to the Plan
         are tested to determine if the Plan is a Top-Heavy Plan. See Section
         16.3(b).

22.49    Determination Year. The Plan Year for which an Employee's status as a
         Highly Compensated Employee is being determined. See Section
         22.99(b)(1).

22.50    Directed Account. The Plan assets under a Trust which are held for the
         benefit of a specific Participant. See Section 13.4(b).

22.51    Directed Trustee. A Trustee is a Directed Trustee to the extent that
         the Trustee's investment powers are subject to the direction of another
         person. See Section 12.2(b).

22.52    Direct Rollover. A rollover, at the Participant's direction, of all or
         a portion of the Participant's vested Account Balance directly to an
         Eligible Retirement Plan. See Section 8.8.

22.53    Disabled. Except as modified under Part 13, #55 of the Agreement [Part
         13, #73 of the 401(k) Agreement], an individual is considered Disabled
         for purposes of applying the provisions of this Plan if the individual
         is unable to engage in any substantial gainful activity by reason of a
         medically determinable physical or mental impairment that can be
         expected to result in death or which has lasted or can be expected to
         last for a continuous period of not less than 12 months. The permanence
         and degree of such impairment shall be supported by medical evidence.

22.54    Discretionary Trustee. A Trustee is a Discretionary Trustee to the
         extent the Trustee has exclusive authority and discretion to invest,
         manage or control the Plan assets without direction from any other
         person. See Section 12.2(a).

22.55    Distribution Calendar Year. A calendar year for which a minimum
         distribution is required. See Section 10.3(f).

22.56    Distribution Commencement Date. The date an Employee commences
         distribution from the Plan. If a Participant commences distribution
         with respect to a portion of his/her Account Balance, a separate
         Distribution Commencement Date applies to any subsequent distribution.
         If distribution is made in the form of an annuity, the Distribution
         Commencement Date may be treated as the first day of the first period
         for which annuity payments are made.

22.57    Early Retirement Age. The age and/or Years of Service requirement
         prescribed by Part 5, #17 of the Agreement [Part 5, #35 of the 401(k)
         Agreement]. Early Retirement Age may be used to determine distribution
         rights and/or vesting rights. The Plan is not required to have an Early
         Retirement Age.

22.58    Earned Income. Earned Income is the net earnings from self-employment
         in the trade or business with respect to which the Plan is established,
         and for which personal services of the individual are a material
         income-producing factor. Net earnings will be determined without regard
         to items not included in gross income and the deductions allocable to
         such items. Net earnings are reduced by contributions by the Employer
         to a qualified plan to the extent deductible under Code ss.404. Net
         earnings shall be determined after the deduction allowed to the
         taxpayer by Code ss.164(f). If Included Compensation is defined to
         exclude any items of Compensation (other than Elective Deferrals), then
         for purposes of determining the Included Compensation of a
         Self-Employed Individual, Earned Income shall be adjusted by
         multiplying Earned Income by the percentage of Total Compensation that
         is included for the Eligible Participants who are Nonhighly Compensated
         Employees. The percentage is determined by calculating the percentage
         of each Nonhighly Compensated Eligible Participant's Total Compensation
         that is included in the definition of Included Compensation and
         averaging those percentages.


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22.59    Effective Date. The date this Plan, including any restatement or
         amendment of this Plan, is effective. Where the Plan is restated or
         amended, a reference to Effective Date is the effective date of the
         restatement or amendment, except where the context indicates a
         reference to an earlier Effective Date. If this Plan is retroactively
         effective, the provisions of this Plan generally control. However, if
         the provisions of this Plan are different from the provisions of the
         Employer's prior plan and, after the retroactive Effective Date of this
         Plan, the Employer operated in compliance with the provisions of the
         prior plan, the provisions of such prior plan are incorporated into
         this Plan for purposes of determining whether the Employer operated the
         Plan in compliance with its terms, provided operation in compliance
         with the terms of the prior plan do not violate any qualification
         requirements under the Code, regulations, or other IRS guidance.

         The Employer may designate special effective dates for individual
         provisions under the Plan where provided in the Agreement or under
         Appendix A of the Agreement. If one or more qualified retirement plans
         have been merged into this Plan, the provisions of the merging plan(s)
         will remain in full force and effect until the Effective Date of the
         plan merger(s), unless provided otherwise under Appendix A-12 of the
         Agreement [Appendix A-16 of the 401(k) Agreement]. See Section 20.1 for
         special effective date provisions relating to the changes required
         under the GUST Legislation.

22.60    Elapsed Time Method. The Elapsed Time Method is a special method for
         crediting service for eligibility, vesting or for applying the
         allocation conditions under Part 4 of the Agreement. To apply the
         Elapsed Time Method for eligibility or vesting, the Employer must elect
         the Elapsed Time Method under Part 7 of the Agreement. To apply the
         Elapsed Time Method to determine an Employee's eligibility for an
         allocation under the Plan, the Employer must elect the Elapsed Time
         Method under Part 4, #15.e. of the Nonstandardized Agreement [Part 4B,
         #19.e. and/or Part 4C, #24.e. of the Nonstandardized 401(k) Agreement].
         (See Section 6.5(b) for more information on the Elapsed Time Method of
         crediting service for eligibility and vesting and Section 2.6(c) for
         information on the Elapsed Time Method for allocation conditions.)

22.61    Elective Deferrals. Section 401(k) Deferrals, salary reduction
         contributions to a SEP described in Code ss.ss.408(k)(6) and
         402(h)(1)(B) (sometimes referred to as a SARSEP), contributions made
         pursuant to a Salary Reduction Agreement to a contract, custodial
         account or other arrangement described in Code ss.403(b), and elective
         contributions made to a SIMPLE-IRA plan, as described in Code
         ss.408(p). Elective Deferrals shall not include any amounts properly
         distributed as an Excess Amount under ss.415 of the Code.

22.62    Eligibility Computation Period. The 12-consecutive month period used
         for measuring whether an Employee completes a Year of Service for
         eligibility purposes. An Employee's initial Eligibility Computation
         Period always begins on the Employee's Employment Commencement Date.
         Subsequent Eligibility Computation Periods are measured under the
         Shift-to-Plan-Year Method or the Anniversary Year Method. See Section
         1.4(c).

22.63    Eligible Participant. Except as provided under Part 1, #6 of the
         Agreement, an Employee (other than an Excluded Employee) becomes an
         Eligible Participant on the appropriate Entry Date (as selected under
         Part 2 of the Agreement) following satisfaction of the Plan's minimum
         age and service conditions (as designated in Part 1 of the Agreement).
         See Article 1 for the rules regarding participation under the Plan.

         For purposes of the 401(k) Agreement, an Eligible Participant is any
         Employee (other than an Excluded Employee) who has satisfied the Plan's
         minimum age and service conditions designated in Part 1 of the
         Agreement with respect to a particular contribution. With respect to
         Section 401(k) Deferrals or Employee After-Tax Contributions, an
         Employee who has satisfied the eligibility conditions under Part 1 of
         the Agreement for making Section 401(k) Deferrals or Employee After-Tax
         Contribution is an Eligible Participant with respect to such
         contributions, even if the Employee chooses not to actually make any
         such contributions. With respect to Employer Matching Contributions, an
         Employee who has satisfied the eligibility conditions under Part 1 of
         the Agreement for receiving such contributions is an Eligible
         Participant with respect to such contributions, even if the Employee
         does not receive an Employer Matching Contribution (including
         forfeitures) because of the Employee's failure to make Section 401(k)
         Deferrals or Employee After-Tax Contributions, as applicable.

22.64    Eligible Rollover Distribution. An amount distributed from the Plan
         that is eligible for rollover to an Eligible Retirement Plan. See
         Section 8.8(a).

22.65    Eligible Retirement Plan. A qualified retirement plan or IRA that may
         receive a rollover contribution. See Section 8.8(b).

22.66    Employee. An Employee is any individual employed by the Employer
         (including any Related Employers). An independent contractor is not an
         Employee. An Employee is not eligible to participate under the Plan if
         the individual is an Excluded Employee under Section 1.2. (See Section
         1.3 for rules regarding coverage of Employees of Related Employers.)
         For purposes of applying the provisions under this Plan, a
         Self-Employed Individual (including a partner in a partnership) is
         treated as an Employee. A Leased Employee is also treated as an
         Employee of the recipient organization, as provided in Section 1.2(b).


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22.67    Employee After-Tax Contribution Account. The portion of the
         Participant's Account attributable to Employee After-Tax Contributions.

22.68    Employee After-Tax Contributions. Employee After-Tax Contributions are
         contributions made to the Plan by or on behalf of a Participant that is
         included in the Participant's gross income in the year in which made
         and that is maintained under a separate Employee After-Tax Contribution
         Account to which earnings and losses are allocated. Employee After-Tax
         Contributions may only be made under the Nonstandardized 401(k)
         Agreement. See Section 3.1.

22.69    Employer. Except as otherwise provided, Employer means the Employer
         (including a Co-Sponsor) that adopts this Plan and any Related
         Employer. (See Section 1.3 for rules regarding coverage of Employees of
         Related Employers. Also see Section 11.8 for operating rules when the
         Employer is a member of a Related Employer group, and Article 21 for
         rules that apply to Related Employers that execute a Co-Sponsor
         Adoption Page under the Agreement.)

22.70    Employer Contribution Account. If this Plan is a profit sharing plan
         (other than a 401(k) plan), a money purchase plan, or a target benefit
         plan, the Employer Contribution Account is the portion of the
         Participant's Account attributable to contributions made by the
         Employer. If this is a 401(k) plan, the Employer Contribution Account
         is the portion of the Participant's Account attributable to Employer
         Nonelective Contributions, other than QNECs or Safe Harbor Nonelective
         Contributions.

22.71    Employer Contributions. If this Plan is a profit sharing plan (other
         than a 401(k) plan), a money purchase plan, or a target benefit plan,
         Employer Contributions are any contributions the Employer makes
         pursuant to Part 4 of to the Agreement. If this Plan is a 401(k) plan,
         Employer Contributions include Employer Nonelective Contributions and
         Employer Matching Contributions, including QNECs, QMACs and Safe Harbor
         Contributions that the Employer makes under the Plan. Employer
         Contributions also include any Section 401(k) Deferrals an Employee
         makes under the Plan, unless the Plan expressly provides for different
         treatment of Section 401(k) Deferrals.

22.72    Employer Matching Contribution Account. The portion of the
         Participant's Account attributable to Employer Matching Contributions,
         other than QMACs or Safe Harbor Matching Contributions.

22.73    Employer Matching Contributions. Employer Matching Contributions are
         contributions made by the Employer on behalf of a Participant on
         account of Section 401(k) Deferrals or Employee After-Tax Contributions
         made by such Participant, as designated under Parts 4B(b) of the 401(k)
         Agreement. Employer Matching Contributions may only be made under the
         401(k) Agreement. Employer Matching Contributions also include any
         QMACs the Employer makes pursuant to Part 4B, #18 of the 401(k)
         Agreement and any Safe Harbor Matching Contributions the Employer makes
         pursuant to Part 4E of the 401(k) Agreement. See Section 2.3(b).

22.74    Employer Nonelective Contributions. Employer Nonelective Contributions
         are contributions made by the Employer on behalf of Eligible
         Participants under the 401(k) Plan, as designated under Part 4C of the
         401(k) Agreement. Employer Nonelective Contributions also include any
         QNECs the Employer makes pursuant to Part 4C, #22 of the 401(k)
         Agreement and any Safe Harbor Nonelective Contributions the Employer
         makes pursuant to Part 4E of the 401(k) Agreement. See Section 2.3(d).

22.75    Employment Commencement Date. The date the Employee first performs an
         Hour of Service for the Employer. For purposes of applying the Elapsed
         Time rules under Section 6.5(b), an Hour of Service is limited to an
         Hour of Service as described in Section 22.101(a).

22.76    Employment Period. The period as defined in Part 3, #11.c. of the
         target benefit plan Agreement used to determine an Employee's Average
         Compensation. See Section 2.5(d)(1)(iii).

22.77    Entry Date. The date on which an Employee becomes an Eligible
         Participant upon satisfying the Plan's minimum age and service
         conditions. See Section 1.5.

22.78    Equivalency Method. An alternative method for crediting Hours of
         Service for purposes of eligibility and vesting. To apply, the Employer
         must elect the Equivalency Method under Part 7 of the Agreement. See
         Section 6.5(a) for a more detailed discussion of the Equivalency
         Method.

22.79    ERISA. The Employee Retirement Income Security Act of 1974, as amended.

22.80    Excess Aggregate Contributions. Amounts which are distributed to
         correct the ACP Test. See Section 17.7(c).

22.81    Excess Amount. Amounts which exceed the Annual Additions Limitation.
         See Section 7.4(c).

22.82    Excess Compensation. The amount of Included Compensation which exceeds
         the Integration Level. Excess Compensation is used for purposes of
         applying the Permitted Disparity allocation formula under the profit
         sharing or 401(k) plan Agreement (see Section 2.2(b)(2)) or under the
         money purchase plan Agreement (see Section 2.4(c)) or for applying the
         Integration Formulas under the target benefit plan Agreement (see
         Section 2.5(d)(3)).


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22.83    Excess Contributions. Amounts which are distributed to correct the ADP
         Test. See Section 17.7(d).

22.84    Excess Deferrals. Elective Deferrals that are includible in a
         Participant's gross income because they exceed the dollar limitation
         under Code ss.402(g). Excess Deferrals made to this Plan 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
         Participant's taxable year for which the Excess Deferrals are made. See
         Section 17.1.

22.85    Excluded Employee. An Employee who is excluded under Part 1, #4 of the
         Agreement. See Section 1.2.

22.86    Fail-Safe Coverage Provision. A correction provision that permits the
         Plan to automatically correct a coverage violation resulting from the
         application of a last day of employment or Hours of Service allocation
         condition. See Section 2.7.

22.87    Favorable IRS Letter. A notification letter or opinion letter issued by
         the IRS to a Prototype Sponsor as to the qualified status of a
         Prototype Plan. A separate Favorable IRS Letter is issued with respect
         to each Agreement offered under the Prototype Plan. If the term is used
         to refer to a letter issued to an Employer with respect to its adoption
         of this Prototype Plan, such letter is a determination letter issued by
         the IRS.

22.88    Five-Percent Owner. An individual who owns (or is considered as owning
         within the meaning of Code ss.318) more than 5 percent of the
         outstanding stock of the Employer or stock possessing more than 5
         percent of the total combined voting power of all stock of the
         Employer. If the Employer is not a corporation, a Five-Percent Owner is
         an individual who owns more than 5 percent of the capital or profits
         interest of the Employer.

22.89    Five-Year Forfeiture Break in Service. A Break in Service rule under
         which a Participant's nonvested benefit may be forfeited. See Section
         4.6(b).

22.90    Flat Benefit. A Nonintegrated Benefit Formula under Part 4 of the
         target benefit plan Agreement that provides for a Stated Benefit equal
         to a specified percentage of Average Compensation. See Section
         2.5(c)(1)(i).

22.91    Flat Excess Benefit. An Integrated Benefit Formula under Part 4 of the
         target benefit plan Agreement that provides for a Stated Benefit equal
         to a specified percentage of Average Compensation plus a specified
         percentage of Excess Compensation. See Section 2.5(c)(2)(i).

22.92    Flat Offset Benefit. An Integrated Benefit Formula under Part 4 of the
         target benefit plan Agreement that provides for a Stated Benefit equal
         to a specified percentage of Average Compensation which is offset by a
         specified percentage of Offset Compensation. See Section
         2.5(c)(2)(iii).

22.93    Former Related Employer. A Related Employer (as defined in Section
         22.164) that ceases to be a Related Employer because of an acquisition
         or disposition of stock or assets, a merger, or similar transaction.
         See Section 21.4 for the effect when a Co-Sponsor becomes a Former
         Related Employer.

22.94    Four-Step Formula. A method for allocating certain Employer
         Contributions under the Permitted Disparity Method. See Section
         2.2(b)(2)(ii).

22.95    General Trust Account. The Plan assets under a Trust which are held for
         the benefit of all Plan Participants as a pooled investment. See
         Section 13.4(a).

22.96    GUST Legislation. GUST Legislation refers to the Uruguay Round
         Agreements Act (GATT), the Uniformed Services Employment and
         Reemployment Rights Act of 1994 (USERRA) the Small Business Job
         Protection Act of 1996 (SBJPA), the Taxpayer Relief Act of 1997 (TRA
         '97), and the Internal Revenue Service Restructuring and Reform Act of
         1998. See Article 20 for special rules for demonstrating compliance
         with the qualification changes under the GUST Legislation.

22.97    Hardship. A heavy and immediate financial need which meets the
         requirements of Section 8.6.

22.98    Highest Average Compensation. A term used to apply the combined plan
         limit under Codess.415(e). See Section 7.5(b)(3).

22.99    Highly Compensated Employee. The definition of Highly Compensated
         Employee under this Section is effective for Plan Years beginning after
         December 31, 1996. For Plan Years beginning before January 1, 1997,
         Highly Compensated Employees are determined under Code ss.414(q) as in
         effect at that time.

         (a)      Definition. An Employee is a Highly Compensated Employee for a
                  Plan Year if he/she:


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                  (1)      is a Five-Percent Owner (as defined in Section 22.88)
                           at any time during the Determination Year or the
                           Lookback Year; or

                  (2)      has Total Compensation from the Employer for the
                           Lookback Year in excess of $80,000 (as adjusted) and,
                           if elected under Part 13, #50.a. of the Agreement
                           [Part 13, #68.a. of the 401(k) Agreement], is in the
                           Top-Paid Group for the Lookback Year. If the Employer
                           does not specifically elect to apply the Top-Paid
                           Group Test, the Highly Compensated Employee
                           definition will be applied without regard to whether
                           an Employee is in the Top-Paid Group. The $80,000
                           amount is adjusted at the same time and in the same
                           manner as under Code ss.415(d), except that the base
                           period is the calendar quarter ending September 30,
                           1996.

         (b)      Other Definitions. The following definitions apply for
                  purposes of determining Highly Compensated Employee status
                  under this Section 22.99.

                  (1)      Determination Year. The Determination Year is the
                           Plan Year for which the Highly Compensated Employee
                           determination is being made.

                  (2)      Lookback Year. Unless the Calendar Year Election (or
                           Old-Law Calendar Year Election) applies, the Lookback
                           Year is the 12-month period immediately preceding the
                           Determination Year.

                  (3)      Total Compensation. Total Compensation as defined
                           under Section 22.197.

                  (4)      Top-Paid Group. An Employee is in the Top-Paid Group
                           for purposes of applying the Top-Paid Group Test if
                           the Employee is one of the top 20% of Employees
                           ranked by Total Compensation. In determining the
                           Top-Paid Group, any reasonable method of rounding or
                           tie-breaking is permitted. For purposes of
                           determining the number of Employees in the Top-Paid
                           Group for any year, Employees described in Code
                           ss.414(q)(5) or applicable regulations may be
                           excluded.

                  (5)      Calendar Year Election. If the Plan Year elected
                           under the Agreement is not the calendar year, for
                           purposes of applying the Highly Compensated Employee
                           test under subsection (a)(2) above, the Employer may
                           elect under Part 13, #50.b. of the Agreement [Part
                           13, #68.b. of the 401(k) Agreement] to substitute for
                           the Lookback Year the calendar year that begins in
                           the Lookback Year. The Calendar Year Election does
                           not apply for purposes of applying the Five-Percent
                           Owner test under subsection (a)(1) above. If the
                           Employer does not specifically elect to apply the
                           Calendar Year Election, the Calendar Year Election
                           does not apply. The Calendar Year Election should not
                           be selected if the Plan is using a calendar Plan
                           Year.

                  (6)      Old-Law Calendar Year Election. A special election
                           available under section 1.414(q)-1T of the temporary
                           Income Tax Regulations and provided for in Notice
                           97-45 for the Plan Year beginning in 1997 which
                           permitted the Employer to substitute the calendar
                           year beginning with or within the Plan Year for the
                           Lookback Year in applying subsections (a)(1) and
                           (a)(2) above. If the 1997 Plan Year was a calendar
                           year, the effect of the Old-Law Calendar Year
                           Election was to treat the Determination Year and the
                           Lookback Year as the same 12-month period. The
                           Employer may elect to apply the Old-Law Calendar Year
                           Election under Appendix B-1.c. of the Agreement. See
                           Section 20.2(c).

         (c)      Application of Highly Compensated Employee definition. In
                  determining whether an Employee is a Highly Compensated
                  Employee for years beginning in 1997, the amendments to Code
                  ss.414(q) as described above are treated as having been in
                  effect for years beginning in 1996. In determining an
                  Employee's status as a highly compensated former employee, the
                  rules for the applicable Determination Year apply in
                  accordance with section 1.414(q) 1T, A 4 of the temporary
                  Income Tax Regulations and Notice 97 45.

22.100   Highly Compensated Employee Group. The group of Highly Compensated
         Employees who are included in the ADP Test and/or the ACP Test. See
         Section 17.7(e).

22.101   Hour of Service. Each Employee will receive credit for each Hour of
         Service as defined in this Section 22.101. An Employee will not receive
         credit for the same Hour of Service under more than one category listed
         below.

         (a)      Performance of duties. Hours of Service include each hour for
                  which an Employee is paid, or entitled to payment, for the
                  performance of duties for the Employer. These hours will be
                  credited to the Employee for the computation period in which
                  the duties are performed.

         (b)      Nonperformance of duties. Hours of Service include each hour
                  for which an Employee is paid, or entitled to payment, by the
                  Employer on account of a period of time during which no duties
                  are performed (irrespective of whether the employment
                  relationship has terminated) due to vacation, holiday,
                  illness, incapacity (including disability), layoff, jury duty,
                  military duty or leave of absence. No more than 501 hours of
                  service


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                  will be credited under this paragraph for any single
                  continuous period (whether or not such period occurs in a
                  single computation period). Hours under this paragraph will be
                  calculated and credited pursuant to ss.2530.200b 2 of the
                  Department of Labor Regulations which is incorporated herein
                  by this reference.

         (c)      Back pay award. Hours of Service include each hour for which
                  back pay, irrespective of mitigation of damages, is either
                  awarded or agreed to by the Employer. The same Hours of
                  Service will not be credited both under subsection (a) or
                  subsection (b), as the case may be, and under this subsection
                  (c). These hours will be credited to the Employee for the
                  computation period or periods to which the award or agreement
                  pertains rather than the computation period in which the
                  award, agreement or payment is made.

         (d)      Related Employers/Leased Employees. For purposes of crediting
                  Hours of Service, all Related Employers are treated as a
                  single Employer. Hours of Service will be credited for
                  employment with any Related Employer. Hours of Service also
                  include hours credited as a Leased Employee for a recipient
                  organization.

         (e)      Maternity/paternity leave. Solely for purposes of determining
                  whether a Break in Service has occurred in a computation
                  period, an individual who is absent from work for maternity or
                  paternity reasons will receive credit for the Hours of Service
                  which would otherwise have been credited to such individual
                  but for such absence, or in any case in which such hours
                  cannot be determined, 8 Hours of Service per day of such
                  absence. For purposes of this paragraph, an absence from work
                  for maternity or paternity reasons means an absence (1) by
                  reason of the pregnancy of the individual, (2) by reason of a
                  birth of a child of the individual, (3) by reason of the
                  placement of a child with the individual in connection with
                  the adoption of such child by such individual, or (4) for
                  purposes of caring for such child for a period beginning
                  immediately following such birth or placement. The Hours of
                  Service credited under this paragraph will be credited (1) in
                  the computation period in which the absence begins if the
                  crediting is necessary to prevent a Break in Service in that
                  period, or (2) in all other cases, in the following
                  computation period.

22.102   Included Compensation. Included Compensation is Total Compensation, as
         modified under Part 3, #10 of the Agreement, used to determine
         allocations of contributions and forfeitures. Under the Nonstandardized
         Agreement, Included Compensation generally includes amounts an Employee
         earns with a Related Employer that has not executed a Co-Sponsor
         Adoption Page under the Agreement. However, the Employer may elect
         under Part 3, #10.b.(7) of the Nonstandardized Agreement [Part 3,
         #10.i. of the Nonstandardized 401(k) Agreement] to exclude all amounts
         earned with a Related Employer that has not executed a Co-Sponsor
         Adoption Page. Under the Standardized Agreement, Included Compensation
         always includes all compensation earned with all Related Employers,
         without regard to whether the Related Employer executes the Co-Sponsor
         Adoption Page. (See Section 21.5.) In no case may Included Compensation
         for any Participant exceed the Compensation Dollar Limitation as
         defined in Section 22.32. Included Compensation does not include any
         amounts earned while an individual is an Excluded Employee (as defined
         in Section 1.2 of this BPD).

         The Employer may select under Part 3, #10 of the 401(k) Agreement to
         provide a different definition of Included Compensation for determining
         Section 401(k) Deferrals, Employer Matching Contributions, and Employer
         Nonelective Contributions. Unless otherwise provided in Part 3, #10.j.
         of the Nonstandardized 401(k) Agreement, the definition of Included
         Compensation chosen for Section 401(k) Deferrals also applies to any
         Employee After-Tax Contributions and to any Safe Harbor Contributions
         designated under Part 4E of the Agreement; the definition of Included
         Compensation chosen for Employer Matching Contributions also applies to
         any QMACs; and the definition of Included Compensation chosen for
         Employer Nonelective Contributions also applies to any QNECs.

         The Employer may elect to exclude from the definition of Included
         Compensation any of the amounts permitted under Part 3, #10 of the
         Agreement. However, to use the same definition of compensation for
         purposes of nondiscrimination testing, the definition of Included
         Compensation must satisfy the nondiscrimination requirements of Code
         ss.414(s). The definition of Included Compensation will be deemed to be
         nondiscriminatory under Code ss.414(s) if the only amounts excluded are
         amounts under Part 3, #10.b.(1) - (3) of the Nonstandardized Agreement
         [Part 3, #10.c. - e. of the Nonstandardized 401(k) Agreement]. Any
         other exclusions could cause the definition of Included Compensation to
         fail to satisfy the nondiscrimination requirements of Code ss.414(s).
         If the definition of Included Compensation fails to satisfy the
         nondiscrimination requirements of Code ss.414(s), additional
         nondiscrimination testing may have to be performed to demonstrate
         compliance with the nondiscrimination requirements. The definition of
         Included Compensation under the Standardized Agreements must satisfy
         the nondiscrimination requirements under Code ss.414(s).

         If the Plan uses a Permitted Disparity Method under Part 4 of the
         Agreement or if the Plan is a Safe Harbor 401(k) Plan, the definition
         of Included Compensation must satisfy the nondiscrimination
         requirements under Code ss.414(s). Therefore, any exclusions from
         Included Compensation under Part 3, #10.b.(4) - (8) of the
         Nonstandardized Agreement [Part 3, #10.f. - j. of the Nonstandardized
         401(k) Agreement] will apply only to Highly Compensated Employees,
         unless specifically provided otherwise under Part 3, #10.b.(8). of the
         Nonstandardized Agreement [Part 3, #10.j. of the Nonstandardized 401(k)
         Agreement].


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         The Employer may elect under Part 3, #10.b.(1) of the Agreement [Part
         3, #10.c. of the 401(k) Agreement] to exclude Elective Deferrals,
         pre-tax contributions to a cafeteria plan or a Code ss.457 plan, and
         qualified transportation fringes under Codess.132(f)(4). Generally, the
         exclusion of qualified transportation fringes is effective for Plan
         Years beginning on or after January 1, 2001. However, the Employer may
         elect an earlier effective date under Appendix B-3.c. of the Agreement.

22.103   Insurer. An insurance company that issues a life insurance policy on
         behalf of a Participant under the Plan in accordance with the
         requirements under Article 15.

22.104   Integrated Benefit Formula. A benefit formula under Part 4 of the
         target benefit plan Agreement that takes into account an Employee's
         Social Security benefits. See Section 2.5(c)(2).

22.105   Integration Level. The amount used for purposes of applying the
         Permitted Disparity Method allocation formula (or the Integrated
         Benefit Formulas under the target benefit plan Agreement). The
         Integration Level is the Taxable Wage Base, unless the Employer
         designates a different amount under Part 4 of the Agreement.

22.106   Investment Manager. A person (other than the Trustee) who (a) has the
         power to manage, acquire, or dispose of Plan assets (b) is an
         investment adviser, a bank, or an insurance company as described in
         ss.3(38)(B) of ERISA, and (c) acknowledges fiduciary responsibility to
         the Plan in writing.

22.107   Key Employee. Employees who are taken into account for purposes of
         determining whether the Plan is a Top-Heavy Plan. See Section 16.3(c).

22.108   Leased Employee. An individual who performs services for the Employer
         pursuant to an agreement between the Employer and a leasing
         organization, and who satisfies the definition of a Leased Employee
         under Code ss.414(n). See Section 1.2(b) for rules regarding the
         treatment of a Leased Employee as an Employee of the Employer.

22.109   Life Expectancy. A Participant's and/or Designated Beneficiary's life
         expectancy used for purposes of determining required minimum
         distributions under the Plan. See Section 10.3(e).

22.110   Limitation Year. The measuring period for determining whether the Plan
         satisfies the Annual Additions Limitation under Section 7.4(d).

22.111   Lookback Year. The 12-month period immediately preceding the current
         Plan Year during which an Employee's status as Highly Compensated
         Employee is determined. See Section 22.99(b)(2).

22.112   Maximum Disparity Percentage. The maximum amount by which the
         designated percentage of Excess Compensation under an Excess Benefit
         formula under Part 4 of the target benefit plan Agreement may exceed
         the designated percentage of Average Compensation. See Section
         2.5(c)(3)(i).

22.113   Maximum Offset Percentage. The maximum amount that may be designated as
         the offset percentage under an Offset Benefit formula under Part 4 of
         the target benefit plan Agreement. See Section 2.5(c)(3)(ii).

22.114   Maximum Permissible Amount. The maximum amount that may be allocated to
         a Participant's Account within the Annual Additions Limitation. See
         Section 7.4(e).

22.115   Measuring Period. The period for which Average Compensation or Offset
         Compensation is measured under the target benefit plan Agreement.
         Unless elected otherwise under Part 3, #11.b. or Part 3, #12.a. of the
         target benefit plan Agreement, as applicable, the Measuring Period is
         the Plan Year (or the 12-month period ending on the last day of the
         Plan Year for a short Plan Year). See Sections 2.5(d)(1)(ii) and
         2.5(d)(5)(i).

22.116   Multiple Use Test. A special nondiscrimination test that applies when
         the Plan must perform both the ADP Test and the ACP Test in the same
         Plan Year. See Section 17.4.

22.117   Named Fiduciary. The Plan Administrator or other fiduciary named by the
         Plan Administrator to control and manage the operation and
         administration of the Plan. To the extent authorized by the Plan
         Administrator, a Named Fiduciary may delegate its responsibilities to a
         third party or parties. The Employer shall also be a Named Fiduciary.

22.118   Net Profits. The Employer's net income or profits that may be used to
         limit the amount of Employer Contributions made under the Plan. See
         Section 2.2(a)(2).

22.119   New Related Employer. An organization that becomes a Related Employer
         (as defined in Section 22.164) with the Employer by reason of an
         acquisition or disposition of stock or assets, a merger, or similar
         transaction. See Section 21.5 for special procedures under a
         Standardized Agreement when there is a New Related Employer.


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22.120   Nonhighly Compensated Employee. Any Employee who is not a Highly
         Compensated Employee. See Section 22.99 for the definition of Highly
         Compensated Employee.

22.121   Nonhighly Compensated Employee Group. The group of Nonhighly
         Compensated Employees included in the ADP Test and/or the ACP Test. See
         Section 17.7(f).

22.122   Nonintegrated Benefit Formula. A benefit formula under Part 4 of the
         target benefit plan Agreement that does not take into account an
         Employee's Social Security benefits. See Section 2.5(c)(1).

22.123   Non-Key Employee. Any Employee who is not a Key Employee. (See Section
         16.3(c).)

22.124   Nonresident Alien Employees. An Employee who is neither a citizen of
         the United States nor a resident of the United States for U.S. tax
         purposes (as defined in Codess.7701(b)), and who does not have any
         earned income (as defined in Codess.911) for the Employer that
         constitutes U.S. source income (within the meaning of Codess.861). If a
         Nonresident Alien Employee has U.S. source income, he/she is treated as
         satisfying this definition if all of his/her U.S. source income from
         the Employer is exempt from U.S. income tax under an applicable income
         tax treaty.

22.125   Nonstandardized Agreement. An Agreement under this Prototype Plan under
         which an adopting Employer may not rely on a Favorable IRS Letter
         issued to the Prototype Sponsor. In order to have reliance from the IRS
         that the form of the Plan as adopted by the Employer is qualified, the
         Employer must request a determination letter on the Plan.

22.126   Normal Retirement Age. The age selected under Part 5 of the Agreement.
         If a Participant's Normal Retirement Age is determined wholly or partly
         with reference to an anniversary of the date the Participant commenced
         participation in the Plan and/or the Participant's Years of Service,
         Normal Retirement Age is the Participant's age when such requirements
         are satisfied. If the Employer enforces a mandatory retirement age, the
         Normal Retirement Age is the lesser of that mandatory age or the age
         specified in the Agreement.

22.127   Offset Compensation. The average of a Participant's annual Included
         Compensation during the three (3) consecutive Measuring Periods
         designated under Part 3, #12 of the target benefit plan Agreement. See
         Section 2.5(d)(5) for a complete definition of Offset Compensation.

22.128   Offset Benefit Formula A Flat Offset Benefit formula or a Unit Offset
         Benefit formula under Part 4 of the target benefit plan Agreement that
         provides for a Stated Benefit based on a percentage of Average
         Compensation offset by a percentage of Offset Compensation. See Section
         2.5(c)(2)(iii) and (iv).

22.129   Old-Law Calendar Year Election. A special election for determining the
         Lookback Year under the Highly Compensated Employee test that was
         available only for the 1997 Plan Year. See Section 22.99(b)(6).

22.130   Old-Law Required Beginning Date. If so elected under Part 13, #52 of
         the Agreement [Part 13, #70 of the 401(k) Agreement], the date by which
         minimum distributions must commence under the Plan, as determined under
         Section 10.3(a)(2).

22.131   Owner-Employee. A Self-Employed Individual (as defined in Section
         22.180) who is a sole proprietor, or who is a partner owning more than
         10 percent of either the capital or profits interest of the
         partnership.

22.132   Paired Plans. Two or more Standardized Agreements that are designated
         as Paired Plans. See Section 19.6.

22.133   Participant. A Participant is an Employee or former Employee who has
         satisfied the conditions for participating under the Plan. A
         Participant also includes any Employee or former Employee who has an
         Account Balance under the Plan, including an Account Balance derived
         from a rollover or transfer from another qualified plan or IRA. A
         Participant is entitled to share in an allocation of contributions or
         forfeitures under the Plan for a given year only if the Participant is
         an Eligible Participant as defined in Section 1.1, and satisfies the
         allocation conditions set forth in Section 2.6 and Part 4 of the
         Agreement.

22.134   Period of Severance. A continuous period of time during which the
         Employee is not employed by the Employer and which is used to determine
         an Employee's Participation under the Elapsed Time Method. See Section
         6.5(b)(2).

22.135   Permissive Aggregation Group. Plans that are not required to be
         aggregated to determine whether the Plan is a Top-Heavy Plan. See
         Section 16.3(d).

22.136   Permitted Disparity Method. A method for allocating certain Employer
         Contributions to Eligible Participants as designated under Part 4 of
         the Agreement. See Article 2.

22.137   Plan. The Plan is the retirement plan established or continued by the
         Employer for the benefit of its Employees under this Prototype Plan
         document. The Plan consists of the BPD and the elections made under the
         Agreement. If the


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         Employer adopts more than one Agreement offered under this Prototype
         Plan, then each executed Agreement represents a separate Plan, unless
         the Agreement restates a previously executed Agreement.

22.138   Plan Administrator. The Plan Administrator is the person designated to
         be responsible for the administration and operation of the Plan. Unless
         otherwise designated by the Employer, the Plan Administrator is the
         Employer. If any Related Employer has executed a Co-Sponsor Adoption
         Page, the Employer referred to in this Section is the Employer that
         executes the Signature Page of the Agreement.

22.139   Plan Year. The 12-consecutive month period for administering the Plan,
         on which the records of the Plan are maintained. The Employer must
         designate the Plan Year applicable to the Plan under the Agreement. If
         the Plan Year is amended, a Plan Year of less than 12 months may be
         created. If this is a new Plan, the first Plan Year begins on the
         Effective Date of the Plan. If the amendment of the Plan Year or the
         Effective Date of a new Plan creates a Plan Year that is less than 12
         months long, there is a Short Plan Year. The existence of a Short Plan
         Year may be documented under the Plan Year definition on page 1 of the
         Agreement. See Section 11.7 for operating rules that apply to Short
         Plan Years.

22.140   Pre-Age 35 Waiver. A waiver of the QPSA before a Participant reaches
         age 35. See Section 9.4(f).

22.141   Predecessor Employer. An employer that previously employed the
         Employees of the Employer. See Section 6.7 for the rules regarding the
         crediting of service with a Predecessor Employer.

22.142   Predecessor Plan. A Predecessor Plan is a qualified plan maintained by
         the Employer that is terminated within the 5-year period immediately
         preceding or following the establishment of this Plan. A Participant's
         service under a Predecessor Plan must be counted for purposes of
         determining the Participant's vested percentage under the Plan. See
         Section 4.5(b)(1).

22.143   Present Value. The current single-sum value of an Accrued Benefit under
         a Defined Benefit Plan.

22.144   Present Value Stated Benefit. An amount used to determine the Employer
         Contribution under the target benefit plan Agreement. See Section
         2.5(b)(3).

22.145   Prior Year Testing Method. A method for applying the ADP Test and/or
         the ACP Test. See Section 17.2(a)(1) for a discussion of the Prior Year
         Testing Method under the ADP Test and Section 17.3(a)(1) for a
         discussion of the Prior Year Testing Method under the ACP Test.

22.146   Pro Rata Allocation Method. A method for allocating certain Employer
         Contributions to Eligible Participants under the Plan. See Article 2.

22.147   Projected Annual Benefit. An amount used in the numerator of the
         Defined Benefit Plan Fraction. See Section 7.5(b)(4).

22.148   Protected Benefit. A Participant's benefits which may not be eliminated
         by Plan amendment. Protected Benefits include early retirement
         benefits, retirement-type subsidies, and optional forms of benefit (as
         defined under the regulations). See Section 18.1(c).

22.149   Prototype Plan. A plan sponsored by a Prototype Sponsor the form of
         which is the subject of a Favorable IRS Letter from the Internal
         Revenue Service which is made up of a Basic Plan Document and an
         Adoption Agreement. An Employer may establish or continue a plan by
         executing an Adoption Agreement under this Prototype Plan.

22.150   Prototype Sponsor. The Prototype Sponsor is the entity that maintains
         the Prototype Plan for adoption by Employers. See Section 18.1(a) for
         the ability of the Prototype Sponsor to amend this Plan.

22.151   QDRO -- Qualified Domestic Relations Order. A domestic relations order
         that provides for the payment of all or a portion of the Participant's
         benefits to an Alternate Payee and satisfies the requirements under
         Code ss.414(p). See Section 11.5.

22.152   QJSA -- Qualified Joint and Survivor Annuity. A QJSA is an immediate
         annuity payable over the life of the Participant with a survivor
         annuity payable over the life of the spouse. If the Participant is not
         married as of the Distribution Commencement Date, the QJSA is an
         immediate annuity payable over the life of the Participant. See Section
         9.2.

22.153   QMAC Account. The portion of a Participant's Account attributable to
         QMACs.

22.154   QMACs -- Qualified Matching Contributions. An Employer Matching
         Contribution made by the Employer that satisfies the requirements under
         Section 17.7(g).


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22.155   QNEC Account. The portion of a Participant's Account attributable to
         QNECs.

22.156   QNECs -- Qualified Nonelective Contributions. An Employer Nonelective
         Contribution made by the Employer that satisfies the requirements under
         Section 17.7(h).

22.157   QPSA -- Qualified Preretirement Survivor Annuity. A QPSA is an annuity
         payable over the life of the surviving spouse that is purchased using
         50% of the Participant's vested Account Balance as of the date of
         death. The Employer may modify the 50% QPSA level under Part 11, #41.b.
         of the Agreement [Part 11, #59.b. of the 401(k) Agreement]. See Section
         9.3.

22.158   QPSA Election Period. The period during which a Participant (and the
         Participant's spouse) may waive the QPSA under the Plan. See Section
         9.4(e).

22.159   Qualified Election. An election to waive the QJSA or QPSA under the
         Plan. See Section 9.4(d).

22.160   Qualified Transfer. A plan-to-plan transfer which meets the
         requirements under Section 3.3(d).

22.161   Qualifying Employer Real Property. Real property of the Employer which
         meets the requirements under ERISAss.407(d)(4). See Section 13.5(b) for
         limitations on the ability of the Plan to invest in Qualifying Employer
         Real Property.

22.162   Qualifying Employer Securities. An Employer security which is stock, a
         marketable obligation, or interest in a publicly traded partnership as
         described in ERISA ss.407(d)(5). See Section 13.5(b) for limitations on
         the ability of the Plan to invest in Qualifying Employer Securities.

22.163   Reemployment Commencement Date. The first date upon which an Employee
         is credited with an Hour of Service following a Break in Service (or
         Period of Severance, if the Plan is using the Elapsed Time Method of
         crediting service). For purposes of applying the Elapsed Time rules
         under Section 6.5(b), an Hour of Service is limited to an Hour of
         Service as described in Section 22.101(a).

22.164   Related Employer. A Related Employer includes all members of a
         controlled group of corporations (as defined in Code ss.414(b)), all
         commonly controlled trades or businesses (as defined in Code ss.414(c))
         or affiliated service groups (as defined in Code ss.414(m)) of which
         the adopting Employer is a part, and any other entity required to be
         aggregated with the Employer pursuant to regulations under Code
         ss.414(o). For purposes of applying the provisions under this Plan, the
         Employer and any Related Employers are treated as a single Employer,
         unless specifically stated otherwise. See Section 11.8 for operating
         rules that apply when the Employer is a member of a Related Employer
         group.

22.165   Required Aggregation Group. Plans which must be aggregated for purposes
         of determining whether the Plan is a Top-Heavy Plan. See Section
         16.3(f).

22.166   Required Beginning Date. The date by which minimum distributions must
         commence under the Plan. See Section 10.3(a).

22.167   Reverse QNEC Method. A method for allocating QNECs under the Plan. See
         Section 2.3(e)(2).

22.168   Rollover Contribution Account. The portion of the Participant's Account
         attributable to a Rollover Contribution from another qualified plan or
         IRA.

22.169   Rollover Contribution. A contribution made by an Employee to the Plan
         attributable to an Eligible Rollover Distribution from another
         qualified plan or IRA. See Section 8.8(a) for the definition of an
         Eligible Rollover Distribution.

22.170   Rule of Parity Break in Service. A Break in Service rule used to
         determine an Employee's Participation under the Plan. See Section
         1.6(a) for the effect of the Rule of Parity Break in Service on
         eligibility to participate under the Plan and see Section 4.6(c) for
         the application for the effect of the Rule of Parity Break in Service
         Rule on vesting.

22.171   Safe Harbor 401(k) Plan. A 401(k) plan that satisfies the conditions
         under Section 17.6.

22.172   Safe Harbor Contribution. A contribution authorized under Part 4E of
         the 401(k) Agreement that allows the Plan to qualify as a Safe Harbor
         401(k) Plan. A Safe Harbor Contribution may be a Safe Harbor Matching
         Contribution or a Safe Harbor Nonelective Contribution.

22.173   Safe Harbor Matching Contribution Account. The portion of a
         Participant's Account attributable to Safe Harbor Matching
         Contributions.


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22.174   Safe Harbor Matching Contributions. An Employer Matching Contribution
         that satisfies the requirements under Section 17.6(a)(1)(i).

22.175   Safe Harbor Nonelective Contribution Account. The portion of a
         Participant's Account attributable to Safe Harbor Nonelective
         Contributions.

22.176   Safe Harbor Nonelective Contributions. An Employer Nonelective
         Contribution that satisfies the requirements under Section
         17.6(a)(1)(ii).

22.177   Salary Reduction Agreement. A Salary Reduction Agreement is a written
         agreement between an Eligible Participant and the Employer, whereby the
         Eligible Participant elects to reduce his/her Included Compensation by
         a specific dollar amount or percentage and the Employer agrees to
         contribute such amount into the 401(k) Plan. A Salary Reduction
         Agreement may require that an election be stated in specific percentage
         increments (not greater than 1% increments) or in specific dollar
         amount increments (not greater than dollar increments that could exceed
         1% of Included Compensation).

         A Salary Reduction Agreement may not be effective prior to the later
         of: (a) the date the Employee becomes an Eligible Participant; (b) the
         date the Eligible Participant executes the Salary Reduction Agreement;
         or (c) the date the 401(k) plan is adopted or effective. A Salary
         Reduction Agreement is valid even though it is executed by an Employee
         before he/she actually has qualified as an Eligible Participant, so
         long as the Salary Reduction Agreement is not effective before the date
         the Employee is an Eligible Participant. A Salary Reduction Agreement
         may only apply to Included Compensation that becomes currently
         available to the Employee after the effective date of the Salary
         Reduction Agreement.

         A Salary Reduction Agreement (or other written procedures) must
         designate a uniform period during which an Employee may change or
         terminate his/her deferral election under the Salary Reduction
         Agreement. An Eligible Participant's right to change or terminate a
         Salary Reduction Agreement may not be available on a less frequent
         basis than once per Plan Year.

22.178   Section 401(k) Deferral Account. The portion of a Participant's Account
         attributable to Section 401(k) Deferrals.

22.179   Section 401(k) Deferrals. Amounts contributed to the 401(k) Plan at the
         election of the Participant, in lieu of cash compensation, which are
         made pursuant to a Salary Reduction Agreement or other deferral
         mechanism, and which are not includible in the gross income of the
         Employee pursuant to Code ss.402(e)(3). Section 401(k) Deferrals do not
         include any deferrals properly distributed as excess Annual Additions
         pursuant to Section 7.1(c)(2).

22.180   Self-Employed Individual. An individual who has Earned Income (as
         defined in Section 22.58) for the taxable year from the trade or
         business for which the Plan is established, or an individual who would
         have had Earned Income but for the fact that the trade or business had
         no Net Profits for the taxable year.

22.181   Shareholder-Employee. A Shareholder-Employee means an Employee or
         officer of a subchapter S corporation who owns (or is considered as
         owning within the meaning of Code ss.318(a)(1)), on any day during the
         taxable year of such corporation, more than 5% of the outstanding stock
         of the corporation.

22.182   Shift-to-Plan-Year Method. The Shift-to-Plan-Year Method is a method
         for determining Eligibility Computation Periods, after an Employee's
         initial computation period. See Section 1.4(c)(1).

22.183   Short Plan Year. Any Plan Year that is less than 12 months long, either
         because of the amendment of the Plan Year, or because the Effective
         Date of a new Plan is less than 12 months prior to the end of the first
         Plan Year. See Section 11.7 for the operational rules that apply if the
         Plan has a Short Plan Year.

22.184   Social Security Retirement Age. An Employee's retirement age as
         determined under Section 230 of the Social Security Retirement Act. See
         Section 2.5(d)(6).

22.185   Standardized Agreement. An Agreement under this Prototype Plan that
         permits the adopting Employer to rely under certain circumstances on
         the Favorable IRS Letter issued to the Prototype Sponsor without the
         need for the Employer to obtain a determination letter.

22.186   Stated Benefit. The amount determined in accordance with the benefit
         formula selected in Part 4 of the target benefit plan Agreement,
         payable annually as a Straight Life Annuity commencing at Normal
         Retirement Age (or current age, if later). See Section 2.5(a).

22.187   Straight Life Annuity. An annuity payable in equal installments for the
         life of the Participant that terminates upon the Participant's death.


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22.188   Successor Plan. A Successor Plan is any Defined Contribution Plan,
         other than an ESOP, SEP, or SIMPLE-IRA plan, maintained by the Employer
         which prevents the Employer from making a distribution to Participants
         upon the termination of a 401(k) plan. See Section 18.2(b)(2).

22.189   Taxable Wage Base. The maximum amount of wages that are considered for
         Social Security purposes. The Taxable Wage Base is used to determine
         the Integration Level for purposes of applying the Permitted Disparity
         Method allocation formula under the profit sharing or 401(k) plan
         Agreement (see Section 2.2(b)(2)) or under the money purchase plan
         Agreement (see Section 2.4(c)) or for applying the Integrated Benefit
         Formulas under the target benefit plan Agreement (see Section
         2.5(d)(9)).

22.190   Testing Compensation. The compensation used for purposes of the ADP
         Test, the ACP Test, and the Multiple Use Test. See Section 17.7(i).

22.191   Theoretical Reserve. An amount used to determine the Employer
         Contribution under the target benefit plan Agreement. See Section
         2.5(b)(4).

22.192   Three Percent Method. A method for applying the ADP Test or the ACP
         Test for a new 401(k) Plan. See Section 17.2(b) for a discussion of the
         ADP Test for new plans and Section 17.3(b) for a discussion of the ACP
         Test for new plans.

22.193   Top-Paid Group. The top 20% of Employees ranked by Total Compensation
         for purposes of applying the Top-Paid Group Test. See Section
         22.99(b)(4).

22.194   Top-Paid Group Test. An optional test the Employer may apply when
         determining its Highly Compensated Employees. See Section 22.99(a)(2).

22.195   Top-Heavy Plan. A Plan that satisfies the conditions under Section
         16.3(g). A Top-Heavy Plan must provide special accelerated vesting and
         minimum benefits to Non-Key Employees. See Section 16.2.

22.196   Top-Heavy Ratio. The ratio used to determine whether the Plan is a
         Top-Heavy Plan. See Section 16.3(h).

22.197   Total Compensation. Total Compensation is used to apply the Annual
         Additions Limitation under Section 7.1 and to determine the top-heavy
         minimum contribution under Section 16.2 (a). Total Compensation is
         either W-2 Wages, Withholding Wages, or Code ss.415 Safe Harbor
         Compensation, as designated under Part 3 of the Agreement. For a
         Self-Employed Individual, each definition of Total Compensation means
         Earned Income. Except as otherwise provided under Sections 7.4(g)(4)
         and 16.3(i), each definition of Total Compensation (including Earned
         Income for Self-Employed Individuals) is increased to include Elective
         Deferrals (as defined in Section 22.61) and elective contributions to a
         cafeteria plan under Code ss.125 or to an eligible deferred
         compensation plan under Code ss.457. For years beginning on or after
         January 1, 2001, each definition of Total Compensation also is
         increased to include elective contributions that are not includible in
         an Employee's gross income as a qualified transportation fringe under
         Code ss.132(f)(4). The Employer may elect an earlier effective date
         under Appendix B-3.c. of the Agreement.

         Unless modified under the Agreement, Total Compensation does not
         include amounts paid to an individual as severance pay to the extent
         such amounts are paid after the common-law employment relationship
         between the individual and the Employer has terminated. The Employer
         may modify the definition of Total Compensation under Part 13, #51.b.
         or c. of the Agreement [Part 13, #69.b. or c. of the 401(k) Agreement].
         The Employer may elect under #51.b. or #69.b., as applicable, to modify
         the definition of Total Compensation to include imputed compensation of
         Disabled Employees as permitted under Section 7.4(g)(3) of this BPD.
         Additional modifications may be made under #51.c. or #69.c., as
         applicable. Any modification to the definition of Total Compensation
         must be consistent with the definition of compensation under Treas.
         Reg. ss.1.415-2(d).

         (a)      W 2 Wages. Wages within the meaning of Code ss.3401(a) and all
                  other payments of compensation to an Employee by the Employer
                  (in the course of the Employer's trade or business) for which
                  the Employer is required to furnish the Employee a written
                  statement under Code ss.6041(d), 6051(a)(3), and 6052,
                  determined without regard to any rules under Code ss.3401(a)
                  that limit the remuneration included in wages based on the
                  nature or location of the employment or the services
                  performed.

         (b)      Withholding Wages. Wages within the meaning of Code ss.3401(a)
                  for the purposes of income tax withholding at the source but
                  determined without regard to any rules that limit the
                  remuneration included in wages based on the nature or location
                  of the employment or the services performed.

         (c)      Code ss.415 Safe Harbor Compensation. A Participant's wages,
                  salaries, fees for professional services and other amounts
                  received for personal services actually rendered in the course
                  of employment with the Employer (without regard to whether or
                  not such amounts are paid in cash) to the extent that the
                  amounts are includible in gross income. Such amounts include,
                  but are not limited to, commissions, compensation for services
                  on the basis of a percentage of profits, tips, bonuses, fringe
                  benefits, and reimbursements or other


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                  expense allowances under a nonaccountable plan (as described
                  in Treas. Reg.ss.1.62 2(c)), and excluding the following:

                  (1)      Employer contributions to a plan of deferred
                           compensation which are not includible in the
                           Employee's gross income for the taxable year in which
                           contributed, or Employer contributions (other than
                           Elective Deferrals) under a SEP (as described in Code
                           ss.408(k)), or any distributions from a plan of
                           deferred compensation. For this purpose, Employer
                           contributions to a plan of deferred compensation do
                           not include Elective Deferrals (as defined in Section
                           22.61), elective contributions to a cafeteria plan
                           under Code ss.125 or a deferred compensation plan
                           under Code ss.457 and, for years beginning on or
                           after January 1, 2001, qualified transportation
                           fringes under Code ss.132(f)(4). The Employer may
                           elect an earlier effective date for qualified
                           transportation fringes under Appendix B-3.c. of the
                           Agreement.

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

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

                  (4)      Other amounts which received special tax benefits, or
                           contributions made by the Employer (other than
                           Elective Deferrals) towards the purchase of an
                           annuity contract described in Code ss.403(b) (whether
                           or not the contributions are actually excludable from
                           the gross income of the Employee).

22.198   Transfer Account. The portion of a Participant's Account attributable
         to a direct transfer of assets or liabilities from another qualified
         retirement plan. See Section 3.3 for the rules regarding the acceptance
         of a transfer of assets under this Plan.

22.199   Trust. The Trust is the separate funding vehicle under the Plan.

22.200   Trustee. The Trustee is the person or persons (or any successor to such
         person or persons) named in the Trustee Declaration under the
         Agreement. The Trustee may be a Discretionary Trustee or a Directed
         Trustee. See Article 12 for the rights and duties of a Trustee under
         this Plan.

22.201   Two-Step Formula. A method of allocating certain Employer Contributions
         under the Permitted Disparity Method. See Section 2.2(b)(2)(i).

22.202   Union Employee. An Employee who is included in a unit of Employees
         covered by a collective bargaining agreement between the Employer and
         Employee representatives and whose retirement benefits are subject to
         good faith bargaining. For this purpose, an Employee will not be
         considered a Union Employee for a Plan Year if more than two percent of
         the Employees who are covered pursuant to the collective bargaining
         agreement are professionals as defined in section 1.410(b)-9 of the
         regulations. For this purpose, the term "Employee representatives" does
         not include any organization more than half of whose members are
         Employees who are owners, officers, or executives of the Employer.

22.203   Unit Benefit. A Nonintegrated Benefit Formula under Part 4 of the
         target benefit plan Agreement that provides for a Stated Benefit equal
         to a specified percentage of Average Compensation multiplied by the
         Participant's projected Years of Participation with the Employer. See
         Section 2.5(c)(1)(ii).

22.204   Unit Excess Benefit. An Integrated Benefit Formula under Part 4 of the
         target benefit plan Agreement that provides for a Stated Benefit equal
         to a specified percentage of Average Compensation plus a specified
         percentage of Excess Compensation multiplied by the Participant's
         projected Years of Participation. See Section 2.5(c)(2)(ii).

22.205   Unit Offset Benefit. An Integrated Benefit Formula under Part 4 of the
         target benefit plan Agreement that provides for a Stated Benefit equal
         to a specified percentage of Average Compensation offset by a specified
         percentage of Offset Compensation multiplied by the Participant's
         projected Years of Participation. See Section 2.5(c)(2)(iv).

22.206   Valuation Date. The date or dates selected under Part 12 of the
         Agreement upon which Plan assets are valued. If the Employer does not
         select a Valuation Date under Part 12, Plan assets will be valued as of
         the last day of each Plan Year. Notwithstanding any election under Part
         12 of the Agreement, the Trustee and Plan Administrator may agree to
         value the Trust on a more frequent basis, and/or to perform an interim
         valuation of the Trust. See Sections 12.6 and 13.2.

22.207   Vesting Computation Period. The 12-consecutive month period used for
         measuring whether an Employee completes a Year of Service for vesting
         purposes. See Section 4.4.


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22.208   W-2 Wages. An optional definition of Total Compensation which the
         Employer may select under Part 3, #9.a. of the Agreement. See Section
         22.197(a) for the definition of W-2 Wages.

22.209   Withholding Wages. An optional definition of Total Compensation which
         the Employer may select under Part 3, #9.b. of the Agreement. See
         Section 22.197(b) for the definition of Withholding Wages.

22.210   Year of Participation. Years of Participation are used to determine a
         Participant's Stated Benefit under the target benefit plan Agreement.
         See Section 2.5(d)(10).

22.211   Year of Service. An Employee's Years of Service are used to apply the
         eligibility and vesting rules under the Plan. Unless elected otherwise
         under Part 7 of the Agreement, an Employee will earn a Year of Service
         for purposes of applying the eligibility rules if the Employee
         completes 1,000 Hours of Service with the Employer during an
         Eligibility Computation Period. (See Section 1.4(b).) Unless elected
         otherwise under Part 7 of the Agreement, an Employee will earn a Year
         of Service for purposes of applying the vesting rules if the Employee
         completes 1,000 Hours of Service with the Employer during a Vesting
         Computation Period. (See Section 4.5.)

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(C)Copyright 2001 SunTrust Bank                              Basic Plan Document
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