EXHIBIT 10.2


                         NATIONAL HOME HEALTH CARE CORP.

                        SAVINGS AND STOCK INVESTMENT PLAN


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                                TABLE OF CONTENTS

                                    ARTICLE I
                                   DEFINITIONS


1.1       "Account" or "Accrued Benefit"......................................1
          (a)  "Account A"....................................................1
          (b)  "Account B"....................................................1
          (c)  "Account C"....................................................1
1.2       "Act"...............................................................2
1.3       "Administrator".....................................................2
1.4       "Affiliated Employer"...............................................2
1.5       "Aggregate Account".................................................2
1.6       "Anniversary Date"..................................................2
1.7       "Beneficiary".......................................................2
1.8       "Code"..............................................................2
1.9       "Compensation"......................................................2
1.10      "Contract" or "Policy"..............................................3
1.11      "Deferred Compensation".............................................3
1.12      "Designated Investment Alternative".................................3
1.13      "Directed Investment Option"........................................3
1.14      "Early Retirement Date".............................................3
1.15      "Elective Contribution".............................................4
1.16      "Eligible Employee" means any Employee..............................4
1.17      "Employee"..........................................................4
1.18      "Employer"..........................................................4
1.19      "Excess Aggregate Contributions"....................................4
1.20      "Excess Contributions"..............................................4
1.21      "Excess Deferred Compensation"......................................5
1.22      "Fiduciary".........................................................5
1.23      "Fiscal Year".......................................................5
1.24      "Forfeiture"........................................................5
1.25      "Former Participant"................................................5
1.26      "415 Compensation"..................................................6
1.27      "414(s) Compensation"...............................................6
1.28      "Highly Compensated Employee".......................................6
1.29      "Highly Compensated Former Employee"................................7
1.30      "Highly Compensated Participant"....................................8
1.31      "Hour of Service"...................................................8
1.32      "Income"............................................................9
1.33      "Investment Manager"...............................................10
1.34      "Key Employee "....................................................10
1.35      "Late Retirement Date".............................................11
1.36      "Leased Employee"..................................................11
1.37      "Net Profit".......................................................12
1.38      "Non-Elective Contribution"........................................12

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                           TABLE OF CONTENTS (Cont'd)

1.39      "Non-Highly Compensated Participant"...............................12
1.40      "Non-Key Employee".................................................12
1.41      "Normal Retirement Age"............................................12
1.42      "Normal Retirement Date"...........................................12
1.43      "l-Year Break in Service"..........................................12
1.44      "Participant"......................................................13
1.45      "Participant Direction Procedure" .................................13
1.46      "Participant's Account"............................................13
1.47      "Participant's Combined Account"...................................13
          (a)  "Participant's Directed Account"..............................13
          (b)  "Participant's Non-Directed Account"..........................13
1.49      "Participant's Elective Account"...................................13
1.50      "Plan".............................................................13
1.51      "Plan Year"........................................................14
1.52      "Qualified Non-Elective Contribution"..............................14
1.53      "Regulation".......................................................14
1.54      "Retired Participant"..............................................14
1.55      "Retirement Date"..................................................14
1.56      "Super Top Heavy Plan".............................................14
1.57      "Terminated Participant"...........................................14
1.58      "Top Heavy Plan"...................................................14
1.59      "Top Heavy Plan Year" .............................................14
1.60      "Total and Permanent Disability"...................................14
1.61      "Trustee"..........................................................14
1.62      "Trust Fund".......................................................14
1.63      "USERRA"...........................................................14
1.64      "Valuation Date"...................................................15
1.65      "Vested"...........................................................15
1.66      "Year of Service"..................................................15

                              ARTICLE II
                            ADMINISTRATION

2.1       Powers and Responsibilities of the Employer........................15
2.2       Designation of Administrative Authority............................16
2.3       Powers and Duties of the Administrator.............................16
2.4       Records and Reports................................................18
2.5       Appointment of Advisers............................................18
2.6       Payment of Expenses................................................18
2.7       Claims Procedure...................................................18
2.8       Claims Review Procedure............................................18

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                           TABLE OF CONTENTS (Cont'd)

                              ARTICLE III
                              ELIGIBILITY

3.1       Conditions of Eligibility..........................................19
3.2       Effective Date of Participation....................................19
3.3       Determination of Eligibility.......................................20
3.4       Termination of Eligibility.........................................20
3.5       Omission of Eligible Employee......................................20
3.6       Inclusion of Ineligible Employee...................................20
3.7       Election Not to Participate........................................21

                              ARTICLE IV
                      CONTRIBUTION AND ALLOCATION

4.1       Investment of Trust Funds..........................................21
4.2       Formula for Determining Employer Contribution......................21
4.3       Participant's Salary Reduction Election............................22
4.4       Time of Payment Of Employer Contribution...........................25
4.5       Allocation Of Contributions, Forfeitures And Earnings..............25
4.6       Actual Deferral Percentage Tests...................................28
4.7       Adjustment to Actual Deferral Percentage Tests.....................32
4.8       Actual Contribution Percentage Tests...............................33
4.9       Adjustment to Actual Contribution Percentage Tests.................37
4.10      Maximum Annual Additions...........................................39
4.11      Adjustment for Excessive Annual Additions..........................41
4.12      Directed Investment Account........................................41

                               ARTICLE V
                              VALUATIONS

5.1       Valuation of The Trust Fund........................................43
5.2       Method of Valuation................................................44

                              ARTICLE VI
              DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1       Determination Of Benefits Upon Retirement..........................44
6.2       Determination of Benefits Upon Death...............................44
6.3       Determination of Benefits in Event of Disability...................45
6.4       Determination of Benefits Upon Termination.........................45
6.5       Distribution of Benefits...........................................48
6.6       Distribution of Benefits Upon Death................................51
6.7       Time of Segregation or Distribution................................53
6.8       Distribution for Minor Beneficiary.................................53

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                           TABLE OF CONTENTS (Cont'd)


6.9       Location of Participant or Beneficiary Unknown.....................53
6.10      Advance Distribution for Hardship..................................53
6.11      Qualified Domestic Relations Order Distribution....................55
6.12      Direct Rollover....................................................55

                              ARTICLE VII
               AMENDMENT, TERMINATION, MERGERS AND LOANS

7.1       Amendment..........................................................56
7.2       Termination........................................................57
7.3       Merger or Consolidation............................................57
7.4       Loans to Participants..............................................58

                             ARTICLE VIII
                               TOP HEAVY

8.1       Top Heavy Plan Requirements........................................60
8.2       Determination of Top Heavy Status..................................60

                              ARTICLE IX
                             MISCELLANEOUS

9.1       Participant's Rights...............................................63
9.2       Alienation.........................................................63
9.3       Construction Of Plan...............................................64
9.4       Gender and Number..................................................64
9.5       Legal Action.......................................................64
9.6       Prohibition Against Diversion Of Funds.............................65
9.7       Bonding............................................................65
9.8       Employer's and Trustee's Protective Clause.........................65
9.9       Insurer's Protective Clause........................................66
9.10      Receipt and Release For Payments...................................66
9.11      Action by the Employer.............................................66
9.12      Named Fiduciaries and Allocation of Responsibility.................66
9.13      Headings...........................................................67
9.14      Approval by Internal Revenue Service...............................67
9.15      Uniformity.........................................................67

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                         NATIONAL HOME HEALTH CARE CORP.

                        SAVINGS AND STOCK INVESTMENT PLAN

                  THIS PLAN,  hereby  adopted  this  thirtieth  day of December,
1998, by National Home Health Care Corp. (herein referred to as the "Employer").

                              W I T N E S S E T H:
                              - - - - - - - - - -

                  WHEREAS, the Employer theretofore established a Profit Sharing
Plan effective March 1, 1986, (hereinafter called the "Effective Date") known as
National  Home  Health  Care Corp.  Savings and Stock  Investment  Plan  (herein
referred  to as the  "Plan")  in  recognition  of the  contribution  made to its
successful  operation  by its  employees  and for the  exclusive  benefit of its
eligible employees; and

                  WHEREAS,  under the terms of the Plan,  the  Employer  has the
ability to amend the Plan,  provided the Trustee joins in such  amendment if the
provisions of the Plan affecting the Trustee are amended;

                  NOW, THEREFORE, effective January 1, 1999, except as otherwise
provided,  the Employer in accordance with the provisions of the Plan pertaining
to amendments  thereof,  hereby amends the Plan in its entirety and restates the
Plan to provide as follows: ARTICLE I.........

                                   DEFINITIONS

               1.1 "Account" or "Accrued  Benefit" means a Member's  interest in
the  assets of the Trust  Fund as  represented  by the value of his  Account  A,
Account B and Account C, which values shall be  determined  as of any  Valuation
Date.

                    (a)  "Account  A"  means  those  assets  attributable  to  a
               Member's  Tax   Deferred   Contributions,   Qualified   Matching3
               Contributions, Qualified Non-Elective Contributions and pre April
               1, 1997 Employer Matching Contributions.

                    (b)  "Account  B" means  those  assets  attributable  to the
               Employer Matching Contributions made on or after April 1, 1997.

                    (c) "Account C" means those assets  attributable to Employer
               Discretionary Contributions.


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

               1.3  "Administrator"  means the Employer unless another person or
entity has been designated by the Employer pursuant to Section 2.2 to administer
the Plan on behalf of the Employer.

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

               1.5 "Aggregate  Account" means, with respect to each Participant,
the  value of all  accounts  maintained  on  behalf  of a  Participant,  whether
attributable to Employer or Employee contributions, subject to the provisions of
Section 8.2.

               1.6 "Anniversary Date" means December 31st.

               1.7  "Beneficiary"  means  the  person  to whom  the  share  of a
deceased Participant's total account is payable,  subject to the restrictions of
Sections 6.2 and 6.6.

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

               1.9  "Compensation"  with respect to any  Participant  means such
Participant's wages for the Plan Year within the meaning of Code Section 3401(a)
(for the  purposes  of income tax  withholding  at the  source)  but  determined
without regard to any rules that limit the remuneration  included in wages based
on the nature or location of the employment or the services  performed  (such as
the exception for agricultural labor in Code Section 3401(a)(2)).

               For purposes of this Section,  the  determination of Compensation
shall be made by:

                    (a) including  amounts which are contributed by the Employer
               pursuant  to a  salary  reduction  agreement  and  which  are not
               includible  in the gross  income of the  Participant  under  Code
               Sections  125,  402(e)(3),  402(h)(1)(B),  403(b) or 457(b),  and
               Employee  contributions  described in Code Section 414(h)(2) that
               are treated as Employer contributions.

                  For   a   Participant's   initial   year   of   participation,
Compensation shall be recognized for the entire Plan Year.


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                  Compensation in excess of $150,000 shall be disregarded.  Such
amount shall be adjusted for increases in the cost of living in accordance  with
Code Section 401(a)(17),  except that the dollar increase in effect on January 1
of any calendar  year shall be  effective  for the Plan Year  beginning  with or
within such calendar year. For any short Plan Year the Compensation  limit shall
be an amount equal to the Compensation  limit for the calendar year in which the
Plan Year begins multiplied by the ratio obtained by dividing the number of full
months in the short Plan Year by twelve (12).

                  If, in  connection  with the  adoption of this  amendment  and
restatement,  the definition of Compensation  has been modified,  then, for Plan
Years prior to the Plan Year which  includes the adoption date of this amendment
and restatement, Compensation means compensation determined pursuant to the Plan
then in effect.

               1.10  "Contract"  or "Policy"  means any life  insurance  policy,
retirement  income or annuity policy or annuity  contract  (group or individual)
issued  pursuant to the terms of the Plan.

               1.11  "Deferred  Compensation"  with  respect to any  Participant
means  the  amount  of the  Participant's  total  Compensation  which  has  been
contributed to the Plan in accordance with the  Participant's  deferral election
pursuant to Section 4.3 excluding any such amounts distributed as excess "annual
additions" pursuant to Section 4.11(a).

               1.12  "Designated   Investment   Alternative"  means  a  specific
investment  identified by name by a Fiduciary as an available  investment  under
the Plan which may be acquired  or  disposed  of by the Trustee  pursuant to the
investment  direction by a Participant.

               1.13  "Directed  Investment  Option"  means  one or  more  of the
following:

                    (a) a Designated Investment Alternative.

                    (b) any  other  investment  permitted  by the  Plan  and the
               Participant  Direction  Procedures and acquired or disposed of by
               the  Trustee   pursuant  to  the   investment   direction   of  a
               Participant.

              1.14  "Early  Retirement  Date.  This  Plan  does  not  provide
for a retirement date prior to Normal Retirement Date.

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               1.15 "Elective  Contribution" means the Employer contributions to
the Plan of Deferred  Compensation  excluding  any such amounts  distributed  as
excess "annual additions" pursuant to Section 4.11(a). In addition, the Employer
matching  contribution  made pursuant to Section 4.2(b) which is used to satisfy
the "Actual Deferral Percentage " tests and any Employer Qualified  Non-Elective
Contribution  made  pursuant to Section  4.7(b)  which is used to satisfy the '"
Actual Deferral  Percentage" tests shall be considered an Elective  Contribution
for purposes of the Plan. Any contributions deemed to be Elective  Contributions
(whether or not used to satisfy the "Actual Deferral Percentage" tests) shall be
subject to the  requirements  of Sections 4.3(b) and 4.3(c) and shall further be
required   to  satisfy  the   nondiscrimination   requirements   of   Regulation
1.401(k)-l(b)(5),  the provisions of which are specifically  incorporated herein
by reference.

               1.16 "Eligible Employee" means any Employee.

                  Employees  whose  employment  is  governed  by the  terms of a
collective  bargaining  agreement between Employee  representatives  (within the
meaning of Code Section  7701(a)(46))  and the Employer  under which  retirement
benefits were the subject of good faith bargaining  between the parties will not
be eligible to participate in this Plan unless such agreement expressly provides
for: coverage in this Plan.

                  Employees  of  Affiliated  Employers  shall not be eligible to
participate  in this Plan unless such  Affiliated  Employers  have  specifically
adopted this Plan in writing.

               1.17 "Employee"  means any person who is employed by the Employer
or Affiliated  Employer.  Employee  shall include  Leased  Employees  within the
meaning of Code Sections  414(n)(2) and 414(o)(2)  unless such Leased  Employees
are  covered by a plan  described  in Code  Section  414(n)(5)  and such  Leased
Employees  do  not  constitute  more  than  20% of  the  recipient's  non-highly
compensated  work force.

               1.18  "Employer"  means  National Home Health Care Corp.  and any
successor  which  shall  maintain  this  Plan;  and any  predecessor  which  has
maintained this Plan. The Employer is a corporation,  with its corporate  office
in the State of New York.

               1.19 "Excess Aggregate  Contributions" means, with respect to any
Plan  Year,  the  excess  of  the  aggregate  amount  of the  Employer  matching
contributions  made  pursuant  to Section  4.2(b) (to the extent  such  matching
contributions  are not used to satisfy the "Actual Deferral  Percentage"  tests)
and any qualified  non-elective  contributions or elective  deferrals taken into
account pursuant to Section 4.8(c) on behalf of Highly Compensated  Participants
for such Plan Year,  over the  maximum  amount of such  contributions  permitted
under the limitations of Section 4.8(a).

               1.20 "Excess  Contributions"  means, with respect to a Plan Year,
the excess of  Elective  Contributions  used to  satisfy  the  "Actual  Deferral
Percentage" tests made on behalf of Highly Compensated Participants for the Plan
Year over the  maximum  amount of such  contributions  permitted  under  Section
4.6(a).  Excess  Contributions shall be treated as an "annual addition" pursuant
to Section 4.10(b).



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               1.21 "Excess Deferred  Compensation"  means,  with respect to any
taxable  year of a  Participant,  the  excess  of the  aggregate  amount of such
Participant's  Deferred  Compensation  and the  elective  deferrals  pursuant to
Section  4.3(f)  actually  made on behalf of such  Participant  for such taxable
year, over the dollar limitation  provided for in Code Section 402(g),  which is
incorporated herein by reference.  Excess Deferred Compensation shall be treated
as an "annual addition" pursuant to Section 4.10(b) when contributed to the Plan
unless  distributed to the affected  Participant  not later than the first April
15th following the close of the Participant's  taxable year.  Additionally,  for
purposes of Sections 8.2 and 4.5(f), Excess Deferred Compensation shall continue
to be treated as Employer  contributions even if distributed pursuant to Section
4.3(f).   However,   Excess  Deferred  Compensation  of  Non-Highly  Compensated
Participants  is not taken into  account for  purposes of Section  4.6(a) to the
extent such Excess Deferred Compensation occurs pursuant to Section 4.3(d).

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

               1.23 "Fiscal  Year" means the  Employer's  accounting  year of 12
months commencing on August 1st of each year and ending the following July 31st.

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

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

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

                  Furthermore,  for purposes of paragraph (a) above, in the case
of a  Terminated  Participant  whose  Vested  benefit is zero,  such  Terminated
Participant  shall be deemed  to have  received  a  distribution  of his  Vested
benefit upon his  termination of  employment.  Restoration of such amounts shall
occur pursuant to Section 6.4(g)(2). In addition, the term Forfeiture shall also
include amounts deemed to be Forfeitures pursuant to any other provision of this
Plan.

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


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               1.26 "415  Compensation"  with respect to any  Participant  means
such  Participant's  wages for the Plan Year within the meaning of Code  Section
3401(a)  (for  the  purposes  of  income  tax  withholding  at the  source)  but
determined  without regard to any rules that limit the remuneration  included in
wages  based  on the  nature  or  location  of the  employment  or the  services
performed  (such  as the  exception  for  agricultural  labor  in  Code  Section
3401(a)(2)).

                  For Plan Years beginning after December 31, 1997, for purposes
of this  Section,  the  determination  of "415  Compensation"  shall  be made by
including  amounts which are  contributed  by the Employer  pursuant to a salary
reduction  agreement  and which are not  includible  in the gross  income of the
Participant under Code Sections 125, 402(e)(3),  402(h)(l)(B), 403(b) or 457(b),
and Employee contributions  described in Code Section 414(h)(2) that are treated
as Employer contributions.

                  If, in  connection  with the  adoption of this  amendment  and
restatement,  the definition of "415 Compensation" has been modified,  then, for
Plan  Years  prior to the Plan Year which  includes  the  adoption  date of this
amendment and restatement,  "415  Compensation " means  compensation  determined
pursuant to the Plan then in effect.

               1.27 "414(s)  Compensation" with respect to any Participant means
such-Participant's  "415  Compensation"  paid during a Plan Year.  The amount of
"414(s)  Compensation"  with respect to any  Participant  shall include  "414(s)
Compensation"  for the entire twelve (12) month period ending on the last day of
such Plan Year.

                  For purposes of this  Section,  the  determination  of "414(s)
Compensation"  shall be made by including  amounts which are  contributed by the
Employer  pursuant to a salary reduction  agreement and which are not includible
in the gross  income of the  Participant  under Code  Sections  125,  402(e)(3),
402(h)(l)(B),  403(b) or 457(b),  and Employee  contributions  described in Code
Section 414(h)(2) that are treated as Employer contributions.

                  "414(s)   Compensation"   in  excess  of  $150,000   shall  be
disregarded.  Such amount shall be adjusted for  increases in the cost of living
in accordance with Code Section  401(a)(17),  except that the dollar increase in
effect on January 1 of any calendar  year shall be  effective  for the Plan Year
beginning with or within such calendar year. For any short Plan Year the "414(s)
Compensation" limit shall be an amount equal to the "414(s)  Compensation" limit
for the  calendar  year in which the Plan Year  begins  multiplied  by the ratio
obtained by dividing  the number of full months in the short Plan Year by twelve
(12).

                  If, in  connection  with the  adoption of this  amendment  and
restatement,  the definition of "414(s)  Compensation" has been modified,  then,
for Plan Years prior to the Plan Year which  includes the adoption  date of this
amendment and restatement,  "414(s) Compensation" means compensation  determined
pursuant to the Plan then in effect.

               1.28  "Highly   Compensated   Employee"  means,  for  Plan  Years
beginning after December 31, 1996, an Employee  described in Code Section 414(q)
and the  Regulations  thereunder,  and generally means an Employee who performed
services for the Employer during the "determination  year" and is in one or more
of the following groups:


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                    (a)  Employees  who at any time  during  the  "determination
               year" or "look-back year" were "five percent owners as defined in
               Section 1.34(c).

                    (b) Employees who received  "415  Compensation"  'during the
               "look-back year " from the Employer in excess of $80,000.

                    (c) The  "determination  year"  shall be the  Plan  Year for
               which testing is being performed,  and the "look-back year" shall
               be the immediately preceding twelve-month period.

                  For  purposes  of  this  Section,  the  determination  of "415
Compensation"  shall be made by including  amounts which are  contributed by the
Employer  pursuant to a salary reduction  agreement and which are not includible
in the gross  income of the  Participant  under Code  Sections  125,  402(e)(3),
402(h)(l)(B),  403(b) or 457(b),  and Employee  contributions  described in Code
Section 414(h)(2) that are treated as Employer contributions.  Additionally, the
dollar  threshold  amount  specified in (b) above shall be adjusted at such time
and in the same manner as under Code Section 415(d), except that the base period
shall be the calendar  quarter ending September 30, 1996. In the case of such an
adjustment,  the  dollar  limit  which  shall be  applied  is the  limit for the
calendar year in which the "look-back year" begins.

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

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


                                      -7-
<PAGE>

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

               1.31 "Hour of Service"  means (1) each hour for which an Employee
is directly  or  indirectly  compensated  or  entitled  to  compensation  by the
Employer  for the  performance  of duties  (these  hours will be credited to the
Employee for the computation period in which the duties are performed); (2) each
hour for which an Employee is directly or indirectly  compensated or entitled to
compensation    by    the    Employer     (irrespective     of    whether    the
employment-relationship  has terminated)  for reasons other than  performance of
duties (such as vacation,  holidays,  sickness, jury duty, disability,  lay-off,
military  duty or leave of absence)  during the  applicable  computation  period
(these hours will be  calculated  and credited  pursuant to  Department of Labor
regulation 2530.200b-2 which is incorporated herein by reference); (3) each hour
for which  back pay is awarded or agreed to by the  Employer  without  regard to
mitigation  of damages  (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).
The same Hours of Service  shall not be  credited  both under (1) or (2), as the
case may be, and under (3).

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

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

                  For  purposes  of  this  Section,  Hours  of  Service  will be
credited for  employment  with other  Affiliated  Employers.  The  provisions of
Department of Labor regulations  2530.200b-2(b) and (c) are incorporated  herein
by  reference.


                                      -8-
<PAGE>


               1.32  "Income"  means the income or losses  allocable  to "excess
amounts"  which  shall  equal  the  allocable  gain or loss  for the  applicable
computation   period".   The  income  allocable  to  "excess  amounts"  for  the
"applicable  computation period" is determined by multiplying the income for the
"applicable  computation period" by a fraction. The numerator of the fraction is
the "excess amount" for the "applicable  computation period." The denominator of
the  fraction  is  the  total  "account   balance"   attributable  to  "Employer
contributions" as of the end of the "applicable computation period",  reduced by
the gain allocable to such total amount for the "applicable  computation period"
and  increased by the loss  allocable  to such total amount for the  "applicable
computation  period".  The provisions of this Section shall be applied:

                    (a) For purposes of Section  4.3(f),  by  substituting:

                         (1) Excess Deferred Compensation" for "excess amounts";

                         (2) "taxable year of the Participant" for "applicable
                    computation period";

                         (3) "Deferred Compensation" for "Employer
                    contributions"; and

                         (4) "Participant's Elective Account" for "account
                    balance."

                    (b) For purposes of Section 4.7(a), by substituting:

                         (1) "Excess Contributions" for "excess amounts";

                         (2) "Plan Year" for "applicable computation period";


                         (3) "Elective Contributions" for "Employer
                    contributions'"; and

                         (4) "Participant '8 Elective Account" for "account
                    balance."

                    (c) For purposes of Section 4.9(a), by substituting:

                         (1) "Excess Aggregate Contributions" for "excess
                    amounts";

                         (2) "Plan Year" for "applicable computation period";

                         (3) "Employer matching contributions made pursuant to
                    Section 4.2(b) (to the extent such matching contributions
                    are not used to satisfy the "Actual Deferral Percentage"
                    tests) and any qualified non-elective contributions or
                    elective deferrals taken into account pursuant to Section
                    4.8(c)" for "Employer contributions"; and

                         (4) "Participant's Account" for "account balance."


                                      -9-
<PAGE>

                  Income  allocable  to  any  distribution  of  Excess  Deferred
Compensation  on or before the last day of the taxable  year of the  Participant
shall be calculated from the first day of the taxable year of the Participant to
the date on which the  distribution  is made pursuant to either the  "fractional
method" or the "safe harbor method." Under such "safe harbor method,"  allocable
Income for such period shall be deemed to equal ten percent  (10%) of the Income
allocable  to such  Excess  Deferred  Compensation  multiplied  by the number of
calendar  months in such  period.  For  purposes  of  determining  the number of
calendar  months in such  period,  a  distribution  occurring  on or before  the
fifteenth  day of the month shall be treated as having been made on the last day
of the preceding  month and a  distribution  occurring  after such fifteenth day
shall be  treated  as having  been made on the first day of the next  subsequent
month.

               1.33 "Investment  Manager" means an entity that (a) has the power
to manage,  acquire,  or dispose of Plan assets and (b)  acknowledges  fiduciary
responsibility  to the Plan in writing.  Such entity must be a person,  firm, or
corporation  registered as an investment  adviser under the Investment  Advisers
Act of 1940, a bank, or an insurance company.

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

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

                         (b)  one  of  the  ten  employees  having  annual  "415
                    Compensation" from the Employer for a Plan Year greater than
                    the  dollar   limitation   in  effect   under  Code  Section
                    415(c)(l)(A)  for the calendar  year in which such Plan Year
                    ends and  owning  (or  considered  as owning  10 within  the
                    meaning of Code Section 318) both more than one-half percent
                    interest and the largest interests in the Employer.

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

                         (d) a "one  percent  owner" of the  Employer  having an
                    annual  "415  Compensation"  from the  Employer of more than
                    $150,000. "One percent owner " means any person who owns (or
                    is considered as owning within the meaning of Code Section


                                      -10-
<PAGE>

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

                  For  purposes  of  this  Section,  the  determination  of "415
Compensation"  shall be made by including  amounts which are  contributed by the
Employer  pursuant to a salary reduction  agreement and which are not includible
in the gross  income of the  Participant  under Code  Sections  125,  402(e)(3),
402(h)(l)(B),  403(b) or 457(b),  and Employee  contributions  described in Code
Section  414(h)(2)  that are  treated  as  Employer  contributions.

               1.35  "Late  Retirement  Date"  means  the first day of the month
coinciding with or next following a Participant's  actual  Retirement Date after
having reached his Normal Retirement Date.

               1.36 "Leased  Employee"  means,  for Plan Years  beginning  after
December  31, 1996,  any person  (other than an Employee of the  recipient)  who
pursuant to an agreement  between the  recipient and any other person (" leasing
organization")  has  performed  services for the recipient (or for the recipient
and related persons  determined in accordance with Code Section  414(n)(6)) on a
substantially  full time  basis  for a period  of at least  one  year,  and such
services are  performed  under  primary  direction  or control by the  recipient
employer.  Contributions  or benefits  provided a Leased Employee by the leasing
organization  which are  attributable  to services  performed  for the recipient
employer  shall be treated  as  provided  by the  recipient  employer.  A Leased
Employee shall not be considered an Employee of the recipient:

               (a) if such employee is covered by a money purchase pension plan
          providing:

                    (1) a non-integrated  employer contribution rate of at least
               10% of compensation,  as defined in Code Section  415(c)(3),  but
               including  amounts which are contributed by the Employer pursuant
               to a salary  reduction  agreement and which are not includible in
               the gross  income of the  Participant  under Code  Sections  125,
               402(e)(3),   402(h)(l)(B),   403(b)  or  457(b),   and   Employee
               contributions  described  in  Code  Section  414(h)(2)  that  are
               treated as Employer contributions.

                    (2) immediate participation; and

                    (3) full and immediate vesting; and


                                      -11-
<PAGE>


               (b) if Leased Employees do not constitute more than 20% the
          recipient's non-highly compensated work force.

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

               1.38 "Non-Elective Contribution" means the Employer contributions
to the Plan excluding, however, contributions made pursuant to the Participant's
deferral election provided for in Section 4.3, matching contributions (which are
used in the "Actual Deferral Percentage " tests) made pursuant to Section 4.2(b)
and  any  Qualified  Non-Elective  Contribution  used  in the  "Actual  Deferral
Percentage" tests.

               1.39 "Non-Highly  Compensated  Participant" means any Participant
who is not a Highly Compensated  Employee.  However,  for the Plan Year prior to
the first Plan Year of this  amendment  and  restatement,  for the  purposes  of
Section  4.6(a) and Section  4.7, if the prior year  testing  method is used,  a
Non-Highly  Compensated  Participant shall be determined using the definition of
highly compensated employee in effect for the preceding Plan Year.

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

               1.41  "Normal   Retirement  Age"  means  the  Participant's  65th
birthday.  A Participant shall become fully Vested in his Participant's  Account
upon attaining his Normal Retirement Age.

               1.42  "Normal  Retirement  Date" means the first day of the month
coinciding with or next following the Participant's Normal Retirement Age.

               1.43 "l-Year Break in Service" means the  applicable  computation
period during which an Employee has not completed more than 500 Hours of Service
with the  Employer.  Further,  solely for the purpose of  determining  whether a
Participant  has incurred a l-Year Break in Service,  Hours of Service  shall be
recognized  for  "authorized  leaves of absence" and  "maternity  and  paternity
leaves of  absence."  Years of  Service  and l-Year  Breaks in Service  shall be
measured on the same computation period.

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

                  A "maternity or paternity  leave of absence"  means,  for Plan
Years  beginning after December 31, 1984, an absence from work for any period by
reason of the Employee's pregnancy,  birth of the Employee's child, placement of
a child with the Employee in connection  with the adoption of such child, or any
absence  for the  purpose  of caring  for such  child  for a period  immediately
following such birth or placement.  For this purpose,  Hours of Service shall be


                                      -12-
<PAGE>

credited for the computation period in which the absence from work begins,  only
if credit therefore is necessary to prevent the Employee from incurring a l-Year
Break in Service,  in any other case, in the immediately  following  computation
period.  The Hours of Service  credited for a "maternity  or paternity  leave of
absence"  shall be those which would  normally  have been  credited but for such
absence,  or, in any case in which the Administrator is unable to determine such
hours normally credited,  eight (8) Hours of Service per day. The total Hours of
Service  required to be credited for a "maternity or paternity leave of absence"
shall not  exceed  501.

               1.44  "Participant"  means any Eligible Employee who participates
in the Plan and has not for any reason become ineligible to participate  further
in the Plan.

               1.45 "Participant  Direction  Procedure" means such instructions,
guidelines or policies,  the terms of which are incorporated herein, as shall be
established  pursuant  to Section  4.12 and  observed by the  Administrator  and
applied and provided to Participants who have Participant Directed Accounts.

               1.46  "Participant's  Account" means the account established and,
maintained by the  Administrator  for each Participant with respect to his total
interest  in the  Plan  and  Trust  resulting  from  the  Employer  Non-Elective
Contributions.

                  A separate accounting shall be maintained with respect to that
portion  of  the  Participant's   Account   attributable  to  Employer  matching
contributions   made  pursuant  to  Section   4.2(b),   Employer   discretionary
contributions  made  pursuant  to  Section  4.2(c)  and any  Employer  Qualified
Non-Elective  Contributions.

               1.47  "Participant's  Combined Account" means the total aggregate
amount of each Participant's Elective Account and Participant's Account.

               1.48 (a) "Participant's Directed Account" means that portion of a
Participant's  interest in the Plan with  respect to which the  Participant  has
directed the investment in accordance with the Participant  Direction Procedure.
This portion is designated as Account A.

                    (b) "Participant's  Non-Directed Account" means that portion
               of the  Participant's  interest in the Plan with respect to which
               the  Trustee  has  directed  the  investment.   This  portion  is
               designated as Account B or Account C.

               1.49   "Participant's   Elective   Account"   means  the  account
established  and  maintained  by the  Administrator  for each  Participant  with
respect to his total interest in the Plan and Trust  resulting from the Employer
Elective Contributions used to satisfy the "Actual Deferral Percentage" tests. A
separate  accounting  shall be  maintained  with  respect to that portion of the
Participant's  Elective  Account  attributable  to such  Elective  Contributions
pursuant  to Section  4.3,  Employer  matching  contributions  made  pursuant to
Section 4.2(b) and any Employer Qualified Non-Elective Contributions.

               1.50  "Plan"  means this  instrument,  including  all  amendments
thereto.


                                      -13-
<PAGE>


               1.51 "Plan Year" means the Plan's accounting year of twelve (12)
months commencing on January 1st of each year and ending the following December
31st.

               1.52  "Qualified  Non-Elective  Contribution"  means any Employer
contributions  made  pursuant  to  Section  4.7(b)  and  Section  4.9(f).   Such
contributions  shall be considered an Elective  Contribution for the purposes of
the Plan and used to  satisfy  the  "Actual  Deferral  Percentage"  tests or the
"Actual Contribution Percentage" tests.

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

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

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

               1.56  "Super Top Heavy Plan"  means a plan  described  in Section
8.2(b).

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

               1.58 "Top Heavy Plan" means a plan described in Section 8.2(a).

               1.59 "Top  Heavy Plan Year"  means a Plan Year  during  which the
Plan is a Top Heavy Plan.

               1.60 "Total and Permanent  Disability" means a physical or mental
condition of a Participant  resulting  from bodily  injury,  disease,  or mental
disorder  which  renders him  incapable of  continuing  his usual and  customary
employment  with  the  Employer.  The  disability  of  a  Participant  shall  be
determined  by  a  licensed   physician   chosen  by  the   Administrator.   The
determination shall be applied uniformly to all Participants.

               1.61 "Trustee" means the person or entity named as trustee herein
or in any separate trust forming a part of this Plan, and any successors.

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

               1.63  "USERRA"  means  the  Uniformed  Services   Employment  and
Reemployment  Rights Act of 1994.  Notwithstanding any provision of this Plan to
the  contrary,  contributions,  benefits  and  service  credit  with  respect to
qualified  military  service  will be provided in  accordance  with Code Section
414(u).


                                      -14-
<PAGE>

               1.64 "Valuation Date" means the last day of each calendar quarter
and such other date or dates deemed necessary by the Administrator. The
Valuation Date may include any day during the Plan Year that the Trustee, any
transfer agent appointed by the Trustee or the Employer and any stock exchange
used by such agent are open for business.

               1.65 "Vested" means the non-forfeitable portion of any account
maintained on behalf of a Participant.

               1.66 "Year of  Service"  means the  computation  period of twelve
(12) consecutive months, herein set forth, during which an Employee has at least
1000 Hours of Service.

               For vesting purposes,  the computation  periods shall be the Plan
Year, including periods prior to the Effective Date of the Plan.

               The  computation  period shall be the Plan Year if not  otherwise
set forth herein.

               Notwithstanding  the  foregoing,  for any short  Plan  Year,  the
determination  of whether an Employee has  completed a Year of Service  shall be
made in accordance with Department of Labor regulation 2530.203-2(c).

               Years of Service with Health Acquisition Corp., Nurse Care, Inc.,
New England Home Care, Inc.,  National HMO (New York),  Inc.,  Accredited Health
Services,  Inc.  during  the  time a  qualified  plan  was  maintained  shall be
recognized.

               Years  of  Service  with  any   Affiliated   Employer   shall  be
recognized.

                                   ARTICLE II
                                 ADMINISTRATION

               2.1 POWERS AND RESPONSIBILITIES OF THE EMPLOYER

                    (a) In addition to the general  powers and  responsibilities
               otherwise  provided  for in this  Plan,  the  Employer  shall  be
               empowered to appoint and remove the Trustee and the Administrator
               from  time  to  time  as  it  deems   necessary  for  the  proper
               administration  of the  Plan to  ensure  that  the  Plan is being
               operated for the exclusive  benefit of the Participants and their
               Beneficiaries in accordance with the terms of the Plan, the Code,
               and the Act.  The  Employer  may  appoint  counsel,  specialists,
               advisers,  agents  (including any  nonfiduciary  agent) and other
               persons  as  the  Employer   deems   necessary  or  desirable  in
               connection  with the exercise of its fiduciary  duties under this
               Plan.  The Employer may  compensate  such agents or advisers from
               the assets of the Plan as fiduciary  expenses  (but not including
               any business (settlor)  expenses of the Employer),  to the extent
               not paid by the Employer.


                                      -15-
<PAGE>

                    (b) The Employer may, by written  agreement or  designation,
               appoint at its option an Investment  Manager (qualified under the
               Investment Company Act of 1940 as amended),  investment  adviser,
               or other agent to provide  direction  to the Trustee with respect
               to any or all of the Plan assets. Such appointment shall be given
               by the  Employer in writing in a form  acceptable  to the Trustee
               and shall  specifically  identify the Plan assets with respect to
               which the Investment  Manager or other agent shall have authority
               to direct the investment.

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

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

               2.2 DESIGNATION OF ADMINISTRATIVE AUTHORITY

               The Employer shall be the Administrator. The Employer may appoint
any person,  including,  but not limited to, the Employees of the  Employer,  to
perform the duties of the  Administrator.  Any person so appointed shall signify
his  acceptance  by  filing  written  acceptance  with  the  Employer.  Upon the
resignation  or  removal  of  any  individual   performing  the  duties  of  the
Administrator, the Employer may designate a successor.

               2.3 POWERS AND DUTIES OF THE ADMINISTRATOR

               The primary  responsibility of the Administrator is to administer
the Plan for the exclusive benefit of the Participants and their  Beneficiaries,
subject to the specific terms of the Plan. The  Administrator  shall  administer
the Plan in accordance with its terms and shall have the power and discretion to
construe  the  terms of the Plan  and to  determine  all  questions  arising  in
connection with the administration, interpretation, and application of the Plan.
Any such determination by the Administrator shall be conclusive and binding upon
all persons.  The  Administrator may establish  procedures,  correct any defect,
supply any  information,  or reconcile any  inconsistency  in such manner and to
such extent as shall be deemed  necessary  or advisable to carry out the purpose
of  the  Plan;  provided,  however,  that  any  procedure,   discretionary  act,
interpretation or construction shall be done in a nondiscriminatory manner based


                                      -16-
<PAGE>

upon uniform  principles  consistently  applied and shall be consistent with the
intent  that the Plan shall  continue  to be deemed a  qualified  plan under the
terms of Code Section 401(a), and shall comply with the terms of the Act and all
regulations  issued pursuant thereto.  The  Administrator  shall have all powers
necessary or appropriate to accomplish his duties under this Plan.

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

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

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

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

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

                    (e) to interpret the  provisions of the Plan and to make and
               publish such rules for  regulation of the Plan as are  consistent
               with the terms hereof;

                    (f) to  determine  the size and type of any  Contract  to be
               purchased  from any insurer,  and to  designate  the insurer from
               which such Contract shall be purchased;

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

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

                    (i) to prepare and implement a procedure to notify  Eligible
               Employees  that  they  may  elect  to  have a  portion  of  their
               Compensation deferred or paid to them in cash;

                    (j)  to  act  as  the  named   Fiduciary   responsible   for
               communications  with  Participants  as  needed to  maintain  Plan
               compliance with ERISA Section  404(c),  including but not limited
               to the receipt and transmitting of Participant's directions as to
               the-investment  of  their  account(s)  under  the  Plan  and  the
               formulation of policies, rules, and procedures, pursuant to which
               Participants may give investment instructions with respect to the
               investment of their accounts;


                                      -17-
<PAGE>

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

               2.4 RECORDS AND REPORTS

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

               2.5 APPOINTMENT OF ADVISERS

               The  Administrator,  or  the  Trustee  with  the  consent  of the
Administrator,  may appoint counsel,  specialists,  advisers,  agents (including
nonfiduciary agents) and other persons as the Administrator or the Trustee deems
necessary or  desirable  in  connection  with the  administration  of this Plan,
including   but  not  limited  to  agents  and   advisers  to  assist  with  the
administration  and management of the Plan,  and thereby to provide,  among such
other duties as the Administrator may appoint,  assistance with maintaining Plan
records and the providing of  investment  information  to the Plan's  investment
fiduciaries and to Plan Participants.

               2.6 PAYMENT OF EXPENSES

               All expenses of administration  may be paid out of the Trust Fund
unless paid by the Employer.  Such expenses shall include any expenses  incident
to the functioning of the  Administrator,  or any person or persons  retained or
appointed by any Named Fiduciary  incident to the exercise of their duties under
the  Plan,  including,  but  not  limited  to,  fees  of  accountants,  counsel,
Investment  Managers,  agents (including  nonfiduciary agents) appointed for the
purpose of  assisting  the  Administrator  or the  Trustee in  carrying  out the
instructions of Participants as to the directed investment of their accounts and
other  specialists and their agents,  and other costs of administering the Plan.
Until paid, the expenses shall constitute a liability of the Trust Fund.

               2.7 CLAIMS PROCEDURE

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

               2.8 CLAIMS REVIEW PROCEDURE

               Any Employee,  former Employee, or Beneficiary of either, who has
been denied a benefit by a decision of the Administrator pursuant to Section 2.7
shall be entitled to request the


                                      -18-
<PAGE>

Administrator  to give  further  consideration  to his claim by filing  with the
Administrator (on a form which may be obtained from the Administrator) a request
for a hearing.  Such request,  together with a written  statement of the reasons
why the claimant  believes his claim should be allowed,  shall be filed with the
Administrator  no later than 60 days after  receipt of the written  notification
provided  for in Section  2.7.  The  Administrator  shall then conduct a hearing
within the next 60 days, at which the claimant may be represented by an attorney
or any other representative of his choosing and at which the claimant shall have
an  opportunity  to submit written and oral evidence and arguments in support of
his claim.  At the hearing (or prior thereto upon 5 business days written notice
to  the  Administrator)  the  claimant  or  his  representative  shall  have  an
opportunity to review all documents in the possession of the Administrator which
are pertinent to the claim at issue and its disallowance. Either the claimant or
the  Administrator  may cause a court  reporter to attend the hearing and record
the proceedings. In such event, a complete written transcript of the proceedings
shall be furnished to both  parties by the court  reporter.  The full expense of
any such court reporter and such transcripts shall be borne by the party causing
the court  reporter to attend the hearing.  A final decision as to the allowance
of the claim shall be made by the Administrator within 60 days of receipt of the
appeal  (unless  there  has  been  an  extension  of  60  days  due  to  special
circumstances,  provided the delay and the special circumstances  occasioning it
are communicated to the claimant within the 60 day period).  Such  communication
shall be written in a manner  calculated  to be  understood  by the claimant and
shall include specific  reasons for the decision and specific  references to the
pertinent Plan provisions on which the decision is based.

                                   ARTICLE III
                                   ELIGIBILITY

               3.1 CONDITIONS OF ELIGIBILITY

               Effective   January  1,  1999,  any  Eligible  Employee  who  has
completed six (6) months of service and has attained age 21 shall be eligible to
participate  hereunder  as of the  date  he  has  satisfied  such  requirements.
However,  any Employee who was a Participant  in the Plan prior to the effective
date of this  amendment and  restatement  shall  continue to  participate in the
Plan.

               Notwithstanding the above,  effective April 1, 1997, any Eligible
Employee who has completed one (1) year of service and has attained age 21 shall
be  eligible  to  participate  hereunder  as of the date he has  satisfied  such
requirements.

               Notwithstanding the above, any Eligible Employee who was employed
by the Company  prior to April 1, 1997 is eligible  to  participate  in the Plan
after attainment of age 18 and (6) months of service.

               3.2 EFFECTIVE DATE OF PARTICIPATION

               Effective  April 1, 1997,  an Eligible  Employee  shall  become a
Participant  effective as of the first day of each Plan Year quarter  coinciding
with or next following the date such

                                      -19-
<PAGE>

Employee met the eligibility requirements of Section 3.1, provided said Employee
was still  employed as of such date, (as of the date of rehire if a l-Year Break
in Service has not occurred).

               Notwithstanding  the above,  prior to April  1,1997,  an Eligible
Employee  became a Participant  effective the January 1st or July 1st coinciding
with or next following the date such Employee met the eligibility requirements.

               In the event an Employee who is not a member of an eligible class
of  Employees  becomes  a  member  of an  eligible  class,  such  Employee  will
participate  at next entry date if such  Employee has  satisfied the minimum age
and  service   requirements  and  would  have  otherwise   previously  become  a
Participant.

               3.3 DETERMINATION OF ELIGIBILITY

               The  Administrator   shall  determine  the  eligibility  of  each
Employee for  participation in the Plan based upon information  furnished by the
Employer.  Such determination  shall be conclusive and binding upon all persons,
as long as the same is made pursuant to the Plan and the Act. Such determination
shall be subject to review per Section 2.8.

               3.4  TERMINATION  OF  ELIGIBILITY

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

                    (b) In the event a  Participant  is no longer a member of an
               eligible   class  of   Employees   and  becomes   ineligible   to
               participate,  such Employee  will  participate  immediately  upon
               returning to an eligible class of Employees.

               3.5 OMISSION OF ELIGIBLE EMPLOYEE

               If, in any Plan Year,  any  Employee  who should be included as a
Participant in the Plan is erroneously omitted and discovery of such omission is
not made until after a contribution  by his Employer for the year has been made,
the Employer  shall make a subsequent  contribution  with respect to the omitted
Employee  in the amount  which the said  Employer  would have  contributed  with
respect  to him  had he not  been  omitted.  Such  contribution  shall  be  made
regardless of whether or not it is deductible in whole or in part in any taxable
year under  applicable  provisions  of the Code.

               3.6 INCLUSION OF INELIGIBLE EMPLOYEE

               If,  in any Plan  Year,  any  person  who  should  not have  been
included as a Participant in the Plan is  erroneously  included and discovery of
such incorrect inclusion is not

                                      -20-
<PAGE>

made until after a  contribution  for the year has been made, the Employer shall
not be entitled to recover the contribution  made with respect to the ineligible
person  regardless  of whether or not a deduction is  allowable  with respect to
such  contribution.  In such event,  the amount  contributed with respect to the
ineligible   person  shall   constitute   a  Forfeiture   (except  for  Deferred
Compensation  which shall be distributed to the ineligible  person) for the Plan
Year in which the discovery is made.

               3.7 ELECTION NOT TO PARTICIPATE

               An Employee may,  subject to the approval of the Employer,  elect
voluntarily not to participate in the Plan. The election not to participate must
be communicated to the Employer,  in writing,  at least fifteen (15) days before
the beginning of a Plan entry date.

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

               4.1 INVESTMENT OF TRUST FUNDS

               The investment of the Trust Fund shall be made in accordance with
the  provisions of the Trust  Agreement  between the Trustee or Trustees and the
Employer,  and to the extent provided  herein,  in accordance with the elections
made by the  Participants  in the Plan.

               4.2 FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

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

                    (a) The amount of the total  salary  reduction  elections of
               all  Participants  made pursuant to Section 4.3(a),  which amount
               shall be deemed an Employer Elective Contribution.

                    (b) Effective January 1, 1999, on behalf of each Participant
               who is eligible to share in matching  contributions  for the Plan
               Year,  a matching  contribution  equal to 100% of the first 3% of
               each such Participant's  Deferred  Compensation,  plus 50% of the
               next 2% of each such  Participant's  Deferred  Compensation which
               amount shall be deemed an Employer Elective Contribution.

                    Prior to January 1, 1999,  for each Plan Year,  the Employer
               shall contribute on behalf of each Participant an amount equal to
               100% of each such Participant's Deferred Compensation.

                    Except,   however,   in  applying  the  matching  percentage
               specified  above,  only  salary  reductions  up to 2.5% of annual
               Compensation shall be considered.

                    (c) A discretionary amount out of its current or accumulated
               Net Profits,  which amount,  if any,  shall be deemed an Employer
               Non-Elective Contribution.


                                      -21-
<PAGE>


                    (d)  Additionally,  to the extent  necessary,  the  Employer
               shall  contribute to the Plan the amount necessary to provide the
               top heavy minimum contribution. All contributions by the Employer
               shall be made in cash.

               4.3 PARTICIPANT'S SALARY REDUCTION ELECTION

                    (a) Each  Participant  may elect to defer  from 1% to 15% of
               his Compensation which would have been received in the Plan Year,
               but  for  the  deferral   election.   A  deferral   election  (or
               modification of an earlier election) may not be made with respect
               to  Compensation  which is  currently  available on or before the
               date the Participant executed such election. For purposes of this
               Section, Compensation shall be determined prior to any reductions
               made  pursuant to Code  Sections  125,  402(e)(3),  402(h)(l)(B),
               403(b) or 457(b),  and Employee  contributions  described in Code
               Section 414(h)(2) that are treated as Employer contributions.

                    (b) The amount by which  Compensation  is  reduced  shall be
               that  Participant's  Deferred  Compensation  and be treated as an
               Employer   Elective    Contribution   and   allocated   to   that
               Participant's Elective Account.

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

                    (d)  Notwithstanding  anything in the Plan to the  contrary,
               amounts  held in the  Participant's  Elective  Account may not be
               distributable (including any offset of loans) earlier than:

                         (1) a Participant's  separation from service, Total and
                    Permanent Disability, or death;

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

                         (3)  the   termination   of  the   Plan   without   the
                    establishment  or existence  of a "successor  plan," as that
                    term is described in Regulation 1.401(k)-l(d)(3);

                         (4)  the  date of  disposition  by the  Employer  to an
                    entity that is not an Affiliated  Employer of  substantially
                    all of the  assets  (within  the  meaning  of  Code  Section
                    409(d)(2))  used in a trade or business of such  corporation
                    if such  corporation  continues to maintain  this Plan after
                    the disposition  with respect to a Participant who continues
                    employment with the corporation acquiring such assets;

                         (5)  the  date of  disposition  by the  Employer  or an
                    Affiliated  Employer who  maintains the Plan of its interest
                    in  a  subsidiary   (within  the  meaning  of  Code  Section
                    409(d)(3)) to an entity which is not an Affiliated  Employer


                                      -22-
<PAGE>

                    but  only  with  respect  to  a  participant  who  continues
                    employment with such subsidiary; or

                         (6) the proven  financial  hardship  of a  Participant,
                    subject to the  limitations  of Section  6.10.

                    (e)  For  each   Plan   Year,   a   Participant's   Deferred
               Compensation made under this Plan and all other plans,  contracts
               or arrangements of the Employer  maintaining  this Plan shall not
               exceed,   during  any  taxable  year  of  the  Participant,   the
               limitation  imposed by Code Section  402(g),  as in effect at the
               beginning  of such taxable  year.  If such dollar  limitation  is
               exceeded,  a  Participant  will be  deemed to have  notified  the
               Administrator of such excess amount which shall be distributed in
               a manner  consistent with Section 4.3(f).  The dollar  limitation
               shall be adjusted  annually  pursuant  to the method  provided in
               Code Section 415(d) in accordance with Regulations.

                    (f) In the  event a  Participant  has  received  a  hardship
               distribution from his Participant's  Elective Account pursuant to
               Section 6.10(c) or pursuant to Regulation 1.401(k)-l(d)(z)(iv)(B)
               from  any  other  plan  maintained  by the  Employer,  then  such
               Participant  shall  not be  permitted  to elect to have  Deferred
               Compensation  contributed  to the Plan on his behalf for a period
               of twelve (12) months following the receipt of the  distribution.
               Furthermore,  the dollar  limitation  under Code  Section  402(g)
               shall be reduced,  with respect to the Participant's taxable year
               following the taxable year in which the hardship distribution was
               made, by the amount of such Participant's  Deferred Compensation,
               if any,  pursuant to this Plan (and any other plan  maintained by
               the Employer) for the taxable year of the hardship  distribution.

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


                                      -23-
<PAGE>

               distribution  of Excess  Deferred  Compensation  and Income.  The
               amount  distributed shall not exceed the  Participant's  Deferred
               Compensation  under the Plan for the taxable year (and any Income
               allocable to such excess amount).  Any  distribution on or before
               the last day of the Participant's  taxable year must satisfy each
               of the following  conditions:

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

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

                    (3)  the  Plan  must   designate  the   distribution   as  a
               distribution of Excess Deferred  Compensation.  Any  distribution
               made  pursuant to this  Section  4.3(f)  shall be made first from
               unmatched Deferred  Compensation and,  thereafter,  from Deferred
               Compensation  which  is  matched.  Matching  contributions  which
               relate to such Deferred Compensation shall be forfeited.

               (h) Notwithstanding  Section 4.3(f) above, a Participant's Excess
          Deferred  Compensation  shall be reduced,  but not below zero,  by any
          distribution  of Excess  Contributions  pursuant to Section 4.7(a) for
          the  Plan  Year  beginning  with or  within  the  taxable  year of the
          Participant.

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

               (j) Employer Elective Contributions made pursuant to this Section
          may be segregated  into a separate  account for each  Participant in a
          federally insured savings account, certificate of deposit in a bank or
          savings  and  loan  association,  money  market-certificate,  or other
          short-term debt security  acceptable to the Trustee until such time as
          the allocations pursuant to Section 4.5 have been made.

               (k) The Employer and the Administrator shall implement the salary
          reduction  elections  provided  for  herein  in  accordance  with  the
          following:

                    (1) A  Participant  must make his  initial  salary  deferral
               election no later than  fifteen (15) days prior to the next entry
               date. If the Participant fails to make an initial salary deferral
               election within such time,  then such  Participant may thereafter
               make  an  election  in  accordance   with  the  rules   governing
               modifications.  The  Participant  shall make such an  election by
               entering  into a  written  salary  reduction  agreement  with the


                                      -24-
<PAGE>

               Employer and filing such agreement with the  Administrator.  Such
               election  shall  initially  be effective  beginning  with the pay
               period following the acceptance of the salary reduction agreement
               by the Administrator, shall not have retroactive effect and shall
               remain in force until  revoked.

                    (2) A  Participant  may modify a prior  election  during the
               Plan  Year  and  concurrently  make a new  election  by  filing a
               written  notice with the  Administrator  within fifteen (15) days
               prior to the next entry date for which such modification is to be
               effective.  However,  modifications to a salary deferral election
               shall  only  be  permitted  quarterly,  during  election  periods
               established by the  Administrator  prior to the first day of each
               Plan Year quarter.  Any  modification  shall not have retroactive
               effect and shall remain in force until revoked.

                    (3) A  Participant  may elect to  prospectively  revoke  his
               salary reduction agreement in its entirety at any time during the
               Plan Year by providing the  Administrator  with fifteen (15) days
               written  notice of such  revocation  (or upon such shorter notice
               period  as  may  be  acceptable  to  the   Administrator).   Such
               revocation  shall  become  effective  as of the  beginning of the
               first pay period coincident with or next following the expiration
               of  the  notice  period.  Furthermore,  the  termination  of  the
               Participant's  employment,  or the cessation of participation for
               any  reason,  shall be  deemed  to revoke  any  salary  reduction
               agreement  then in effect,  effective  immediately  following the
               close  of  the  pay  period  within  which  such  termination  or
               cessation occurs.

               4.4 TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

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

               However, Employer  Elective  Contributions   accumulated  through
payroll deductions shall be paid to the Trustee as of the earliest date on which
such  contributions  can  reasonably  be  segregated  from the Employer  general
assets,  but in any event  within  ninety  (90) days from the date on which such
amounts  would  otherwise  have been  payable to the  Participant  in cash.  The
provisions of Department of Labor regulations 2510.3-102 are incorporated herein
by reference.  Furthermore,  any  additional  Employer  contributions  which are
allocable to the Participant's Elective Account for a Plan Year shall be paid to
the Plan no later than the twelve-month  period immediately  following the close
of such Plan Year.

               4.5 ALLOCATION OF CONTRIBUTIONS, FORFEITURES AND EARNINGS

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


                                      -25-
<PAGE>

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

                         (1) With respect to the Employer Elective  Contribution
                    made  pursuant  to  Section  4.2(a),  to each  Participant's
                    Elective   Account   in  an   amount   equal  to  each  such
                    Participant's Deferred Compensation for the year.

                         This contribution will be made to Account (A).

                         (2) With respect to the Employer Elective  Contribution
                    made  pursuant  to  Section  4.2(b),  to each  Participant's
                    Elective  Account when used to satisfy the "Actual  Deferral
                    Percentage"  tests or  Participant's  Account in  accordance
                    with Section 4.2(b).

                         The matching contribution will be made to Account (B).

                         Any Participant  actively employed during the Plan Year
                    shall be eligible to share in the matching  contribution for
                    the Plan Year.

                         (3)  With   respect   to  the   Employer   Non-Elective
                    Contribution  made  pursuant  to  Section  4.2(c),  to  each
                    Participant's  Account in the same proportion that each such
                    Participant's  Compensation  for the year bears to the total
                    Compensation of all Participants for such year.

                         This contribution will be made to Account (C).

                         Only Participants who are actively employed on the last
                    day of the  Plan  Year  shall  be  eligible  to share in the
                    discretionary contribution for the year.

               (c)  As  of  each  Anniversary  Date  any  amounts  which  became
          Forfeitures  since  the  last  Anniversary  Date  shall  first be made
          available to reinstate previously forfeited account balances of Former
          Participants,  if any,  in  accordance  with  Section  6.4(g)(2).  The
          remaining   Forfeitures,   if  any,   shall  be  used  to  reduce  the
          contribution of the Employer hereunder for the Plan Year in which such
          Forfeitures occur in the following manner:

                    (1)   Forfeitures    attributable   to   Employer   matching
               contributions  made  pursuant to Section  4.2(b) shall be used to
               reduce the Employer  contribution for the Plan Year in which such
               Forfeitures occur.




                                      -26-
<PAGE>


                    (2)  Forfeitures   attributable  to  Employer  discretionary
               contributions  made  pursuant to Section  4.2(c) shall be used to
               reduce the Employer  contribution for the Plan Year in which such
               Forfeitures occur.

               (d) For any Top Heavy Plan Year,  Non-Key Employees not otherwise
          eligible  to share in the  allocation  of  contributions  as  provided
          above,  shall receive the minimum  allocation  provided for in Section
          4.5(f) if eligible pursuant to the provisions of Section 4.5(h).

               (e) As of each Valuation Date,  before  allocation of one-half of
          the Employer  contributions  for the entire Plan Year, any earnings or
          losses (net  appreciation or net depreciation) of the Trust Fund shall
          be allocated in the same proportion that each Participant's and Former
          Participant's   nonsegregated  accounts  bear  to  the  total  of  all
          Participants'  and Former  Participants  nonsegregated  accounts as of
          such date. Earnings or losses with respect to a Participant's Directed
          Account shall be allocated in accordance with Section 4.12.

               (f)  Minimum  Allocations  Required  for Top  Heavy  Plan  Years:
          Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of
          the Employer  contributions  allocated to the  Participant's  Combined
          Account  of each  Non-Key  Employee  shall be equal to at least  three
          percent (3%) of such Non-Key Employee's "415 Compensation" (reduced by
          contributions  and  forfeitures,  if any,  allocated  to each  Non-Key
          Employee in any defined contribution plan included with this plan in a
          Required  Aggregation Group).  However, if (1) the sum of the Employer
          contributions  allocated to the Participant's Combined Account of each
          Key Employee  for such Top Heavy Plan Year is less than three  percent
          (3%) of each Key Employee's  "415  Compensation"  and (2) this Plan is
          not  required  to be  included  in an  Aggregation  Group to  enable a
          defined  benefit  plan  to  meet  the  requirements  of  Code  Section
          401(a)(4) or 410, the sum of the Employer  contributions  allocated to
          the  Participant's  Combined Account of each Non-Key Employee shall be
          equal  to  the  largest  percentage  allocated  to  the  Participant's
          Combined Account of any Key Employee.  However, in determining whether
          a Non-Key Employee has received the required minimum allocation,  such
          Non-Key Employee's  Deferred  Compensation and matching  contributions
          needed to satisfy the "Actual Deferral  Percentage"  tests pursuant to
          Section 4.6(a) or the "Actual Contribution  Percentage" tests pursuant
          to Section 4.8(a) shall not be taken into account.

               However,  no such  minimum  allocation  shall be required in this
          Plan for any Non-Key  Employee  who  participates  in another  defined
          contribution  plan subject to Code Section 412 included with this Plan
          in a Required Aggregation Group.

               (g) For purposes of the minimum  allocations set forth above, the
          percentage allocated to the Participant's  Combined Account of any Key


                                      -27-
<PAGE>

          Employee  shall  be  equal  to the  ratio  of the sum of the  Employer
          contributions  allocated on behalf of such Key Employee divided by the
          "415 Compensation" for such Key Employee.

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

               (i) For the purposes of this Section, "415 Compensation" shall be
          limited to $150,000.  Such amount  shall be adjusted for  increases in
          the cost of living in accordance with Code Section 401(a)(17),  except
          that the dollar  increase in effect on January 1 of any calendar  year
          shall be  effective  for the Plan Year  beginning  with or within such
          calendar  year. For any short Plan Year the "415  Compensation"  limit
          shall  be an  amount  equal to the "415  Compensation"  limit  for the
          calendar  year in which the Plan Year begins  multiplied  by the ratio
          obtained by dividing  the number of full months in the short Plan Year
          by twelve (12).

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

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

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

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

               4.6 ACTUAL DEFERRAL PERCENTAGE TESTS

                    (a) Maximum Annual Allocation:  For each Plan Year beginning
               after  December  31,  1996,  the annual  allocation  derived from
               Employer   Elective   Contributions   to  a  Highly   Compensated
               Participant's Elective Account shall satisfy one of the following
               tests:

                         (1) The  "Actual  Deferral  Percentage"  for the Highly
                    Compensated  Participant  group  shall  not be more than the
                    "Actual Deferral  Percentage" of the Non-Highly  Compensated
                    Participant Group

                                      -28-
<PAGE>

                    (for the  preceding  Plan  Year if the  prior  year  testing
                    method is used to calculate the "Actual Deferral Percentage"
                    for the Non-Highly Compensated Participant group) multiplied
                    by 1.25, or

                         (2) The excess of the "Actual Deferral  Percentage" for
                    the Highly  Compensated  Participant  group over the "Actual
                    Deferral   Percentage"   for  the   Non-Highly   Compensated
                    Participant  group (for the preceding Plan Year if the prior
                    year  testing  method  is  used  to  calculate  the  "Actual
                    Deferral   Percentage"   for  the   Non-Highly   Compensated
                    Participant  group)  shall not be more  than two  percentage
                    points.  Additionally,  the "Actual Deferral Percentage" for
                    the Highly  Compensated  Participant  group shall not exceed
                    the  "Actual  Deferral   Percentage  "  for  the  Non-Highly
                    Compensated  Participant  group (for the preceding Plan Year
                    if the prior year testing  method is used 1 to calculate the
                    "Actual Deferral Percentage" for the Non-Highly  Compensated
                    Participant  group)  multiplied by 2. The provisions of Code
                    Section   401(k)(3)   and   Regulation   1.401(k)-l(b)   are
                    incorporated herein by reference.

                         However,  in order to prevent the  multiple  use of the
                    alternative  method  described  in (2)  above  and  in  Code
                    Section  401(m)(9)(A),  any Highly  Compensated  Participant
                    eligible to make elective  deferrals pursuant to Section 4.3
                    and to make Employee  contributions  or to receive  matching
                    contributions  under  this  Plan or  under  any  other  plan
                    maintained by the Employer or an Affiliated  Employer  shall
                    have  a  combination  of  his  Elective   Contributions  and
                    Employer matching  contributions reduced pursuant to Section
                    4.7(a) and  Regulation  1.401(m)-2,  the provisions of which
                    are incorporated herein by reference.

                    (b)  For  the  purposes  of this  Section  "Actual  Deferral
               Percentage"   means,  with  respect  to  the  Highly  Compensated
               Participant  group and Non-Highly  Compensated  Participant group
               for a Plan Year, the average of the ratios, calculated separately
               for each  Participant  in such  group,  of the amount of Employer
               Elective  Contributions  allocated to each Participant's Elective
               Account  for  such  Plan  Year,  to  such  Participant's  "414(s)
               Compensation"  for such Plan Year. The actual  deferral ratio for
               each  Participant and the "Actual  Deferral  Percentage" for each
               group shall be  calculated  to the nearest  one-hundredth  of one
               percent.   Employer  Elective  Contributions  allocated  to  each
               Non-Highly  Compensated  Participant's  Elective Account shall be
               reduced by Excess Deferred Compensation to the extent such excess
               amounts are made under this Plan or any other plan  maintained by
               the Employer and by any  matching  contributions  which relate to
               such Excess Deferred Compensation.

                    Notwithstanding  the above, if the prior year test method is
               used to  calculate  the  "Actual  Deferral  Percentage  " for the
               Non-Highly Compensated


                                      -29-
<PAGE>

               Participant  group for the first Plan Year of this  amendment and
               restatement,  the "Actual Deferral Percentage" for the Non-Highly
               Compensated  Participant  group for the preceding Plan Year shall
               be  calculated  pursuant  to the  provisions  of the Plan then in
               effect.

                    (c) For the  purposes of  Sections  4.6(a) and 4.7, a Highly
               Compensated  Participant and a Non-Highly Compensated Participant
               shall include any Employee  eligible to make a deferral  election
               pursuant to Section 4.3,  whether or not such  deferral  election
               was made or suspended pursuant to Section 4.3.

                    Notwithstanding  the above, if the prior year testing method
               is used to  calculate  the "Actual  Deferral  Percentage  for the
               Non-Highly Compensated  Participant group for the first Plan Year
               of this amendment and restatement, for purposes of Section 4.6(a)
               and 4.7, a Non-Highly  Compensated  Participant shall include any
               such Employee  eligible to make a deferral  election,  whether or
               not such deferral election was made or suspended, pursuant to the
               provisions of the Plan in effect for the preceding Plan Year.

                    (d) If the Plan  uses the prior  year  testing  method,  the
               "Actual  Deferral  Percentage"  for  the  Non-Highly  Compensated
               Participant group is determined  without regard to changes in the
               group of  Non-Highly  Compensated  Participants  who are eligible
               under the Plan in the testing year.  However, if the Plan results
               from, or is otherwise  affected by, a "Plan Coverage Change" that
               becomes  effective  during the  testing  year,  then the  "Actual
               Deferral Percentage" for the Non-Highly  Compensated  Participant
               group for the prior year is the  "Weighted  Average Of The Actual
               Deferral    Percentages   For   The   Prior   Year    Subgroups."
               Notwithstanding  the above, if ninety (90) percent or more of the
               total  number of  Non-Highly  Compensated  Participants  from all
               "Prior Year  Subgroups"  are from a single "Prior Year  Subgroup,
               then in  determining  the "Actual  Deferral  Percentage"  for the
               Non-Highly  Compensated  Participants  for the  prior  year,  the
               Employer may elect to use the "Actual  Deferral  Percentage"  for
               Non-Highly  Compensated  Participants  for the prior  year  under
               which that single "Prior Year Subgroup" was eligible,  in lieu of
               using the  weighted  averages.  For  purposes of this Section the
               following  definitions  shall apply:

                         (1) "Plan Coverage  Change" means a change in the group
                    or groups of  eligible  Participants  on  account of (i) the
                    establishment  or amendment  of a plan,  (ii) a plan merger,
                    consolidation, or spinoff under Code Section 414(l), (iii) a
                    change in the way plans  within the meaning of Code  Section
                    414(l) are combined or separated  for purposes of Regulation
                    1.401(k) -  l(g)(11),  or (iv) a  combination  of any of the
                    foregoing.

                         (2)  "Prior  Year   Subgroup"   means  all   Non-Highly
                    Compensated  Participants  for the prior  year  who,  in the
                    prior year, were eligible Participants under a specific Code
                    Section 401(k) plan maintained by the


                                      -30-
<PAGE>

                    Employer and who would have been  eligible  Participants  in
                    the prior  year under the plan  tested if the plan  coverage
                    change had first been  effective  as of the first day of the
                    prior 1 year  instead of first  being  effective  during the
                    testing year.

                         (3)   "Weighted   Average   Of  The   Actual   Deferral
                    Percentages For The Prior Year Subgroups" means the sum, for
                    all prior year subgroups,  of the "Adjusted  Actual Deferral
                    Percentages."

                         (4) "Adjusted Actual Deferral  Percentage" with respect
                    to  a  prior  year  subgroup   means  the  Actual   Deferral
                    Percentage for Non-Highly  Compensated  Participants for the
                    prior year of the  specific  plan under which the members of
                    the  prior  year  subgroup   were   eligible   Participants,
                    multiplied  by a  fraction,  the  numerator  of which is the
                    number of Non-Highly  Compensated  Participants in the prior
                    year  subgroup  and the  denominator  of which is the  total
                    number of Non-Highly  Compensated  Participants in all prior
                    year subgroups.

                    (e) For the  purposes  of this  Section  and  Code  Sections
               401(a)(4),  410(b) and 401(k), if two or more plans which include
               cash or deferred  arrangements  are  considered  one plan for the
               purposes of Code  Section  401(a)(4)  or 410(b)  (other than Code
               Section  418(b)(2)(A)  (ii)),  the cash or deferred  arrangements
               included  in such plans shall be treated as one  arrangement.  In
               addition,  two or  more  cash  or  deferred  arrangements  may be
               considered as a single  arrangement  for purposes of  determining
               whether or not such arrangements satisfy Code Sections 401(a)(4),
               410(b)  and  401(k).  In  such  a  case,  the  cash  or  deferred
               arrangements  included in such plans and the plans including such
               arrangements  shall be treated as one arrangement and as one plan
               for purposes of this Section and Code Sections 401(a)(4),  410(b)
               and 401(k). Plans may be aggregated under this paragraph (e) only
               if they have the same plan year.  Notwithstanding  the above, for
               Plan Years  beginning  after  December 31,  1996,  if two or more
               plans   which   include   cash  or  deferred   arrangements   are
               permissively aggregated under Regulation 1.410(b)-7(d), all plans
               permissively  aggregated  must use either the  current  year test
               method or the prior year testing method for the testing year.

                    Notwithstanding  the above, an employee stock ownership plan
               described in Code Section  4975(e)(7)  or 409 may not be combined
               with this Plan for purposes of  determining  whether the employee
               stock ownership plan or this Plan satisfies this Section and Code
               Sections 401(a)(4), 410(b) and 401(k).

                    (f)  For  the  purposes  of  this   Section,   if  a  Highly
               Compensated  Participant is a Participant  under two or more cash
               or  deferred   arrangements  (other  than  a  cash  or,  deferred
               arrangement  which is part of an employee stock ownership plan as
               defined in Code Section  4975(e)(7) or 409) of the Employer or an


                                      -31-
<PAGE>

               Affiliated Employer, all such cash or deferred arrangements shall
               be treated as one cash or deferred arrangement for the purpose of
               determining the actual deferral ratio with respect to such Highly
               Compensated  Participant.   However,  if  the  cash  or  deferred
               arrangements  have different plan years,  this paragraph shall be
               applied by treating all cash or deferred arrangements ending with
               or within the same calendar year as a single arrangement.

                    (g) For the purpose of this Section,  when  calculating  the
               "Actual  Deferral  Percentage"  for  the  Non-Highly  Compensated
               Participant group, the current year testing method shall be used.
               For the Plan Year beginning  after December 31, 1997, the current
               year testing  method  shall be used.  Any change from the current
               year  testing  method to the prior year  testing  method shall be
               made pursuant to Internal  Revenue  Service Notice 98-1,  Section
               VII,  the  provisions  of  which  are   incorporated   herein  by
               reference.

               4.7 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

               In  the  event  (or  if  it  is  anticipated)  that  the  initial
allocations of the Employer Elective  Contributions made pursuant to Section 4.5
do (or might) not satisfy one of the tests set forth in Section  4.6(a) for Plan
Years beginning after December 31, 1996, the  Administrator  shall adjust Excess
Contributions  pursuant  to the options  set forth  below:

                    (a) On or  before  the  fifteenth  day of  the  third  month
               following  the end of each  Plan  Year,  the  Highly  Compensated
               Participant  having the largest amount of Elective  Contributions
               shall have a portion of his Elective Contributions distributed to
               him  until the total  amount  of  Excess  Contributions  has been
               distributed,  or until the amount of his  Elective  Contributions
               equals  the  Elective  Contributions  of the  Highly  Compensated
               Participant   having  the  second   largest  amount  of  Elective
               Contributions. This process shall continue until the total amount
               of Excess Contributions has been distributed.  In determining the
               amount of Excess  Contributions to be distributed with respect to
               an affected Highly Compensated  Participant as determined herein,
               such amount  shall be reduced  pursuant to Section  4.3(f) by any
               Excess  Deferred  Compensation  previously  distributed  to  such
               affected  Highly  Compensated  Participant  for his taxable  year
               ending with or within such Plan Year and any  forfeited  matching
               contributions which relate to such Excess Deferred Compensation.

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

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

                              (ii) shall be made first from  unmatched  Deferred
                    Compensation and, thereafter,  proportionately from Deferred
                    Compensation  which is matched  and  matching  contributions


                                      -32-
<PAGE>

                    which relate to such Deferred  Compensation,  if used in the
                    "Actual Deferral Percentage" tests pursuant to Section 4.6;

                              (iii) shall be adjusted for Income; and

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

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

                              (3) Matching  contributions which relate to Excess
                    Contributions shall be forfeited unless the related matching
                    contribution  is  distributed  as  an  Excess   Contribution
                    pursuant to (1) above or as an Excess Aggregate Contribution
                    pursuant to Section 4.9.

                    (b)  Within  twelve  (12)  months  after the end of the Plan
          Year,  the  Employer  may  make  a  special   Qualified   Non-Elective
          Contribution  on behalf of Non-Highly  Compensated  Participants in an
          amount sufficient to satisfy (or to prevent an anticipated failure of)
          one of the tests set forth in Section 4.6(a).  Such contribution shall
          be allocated to the Participant's  Elective Account of each Non-Highly
          Compensated Participant per capita.

                    However,  if the prior  year  testing  method  is used,  the
          special Qualified Non-Elective  Contribution shall be allocated in the
          prior  Plan Year to the  Participant's  Elective  Account on behalf of
          each  Non-Highly  Compensated  Participant  who  was  employed  by the
          Employer  on the last day of the  prior  Plan  Year per  capita.  Such
          contribution  shall  be made by the  Employer  prior to the end of the
          current Plan Year.

                    (c) If during a Plan Year the projected  aggregate amount of
          Elective  Contributions  to be  allocated  to all  Highly  Compensated
          Participants  under this Plan would, by, virtue of the tests set forth
          in  Section  4.6(a),  cause  the  Plan to fail  such  tests,  then the
          Administrator may automatically reduce proportionately or in the order
          provided  in  Section   4.7(a)  each   affected   Highly   Compensated
          Participant's  deferral  election  made  pursuant to Section 4.3 by an
          amount  necessary  to  satisfy  one of the tests set forth in  Section
          4.6(a).

          4.8 ACTUAL CONTRIBUTION PERCENTAGE TESTS

                    (a) The  "Actual  Contribution  Percentage"  for Plan  Years
          beginning   after  December  31,  1996  for  the  Highly   Compensated
          Participant group shall not exceed the greater of:


                                      -33-
<PAGE>


                    (1) 125  percent  of  such  percentage  for  the  Non-Highly
          Compensated  Participant  group  (for the  preceding  Plan Year if the
          prior  year  testing   method  is  used  to   calculate   the  "Actual
          Contribution  Percentage" for the Non-Highly  Compensated  Participant
          group);  or

                    (2) the  lesser of 200  percent of such  percentage  for the
          Non-Highly Compensated  Participant group (for the preceding Plan Year
          if the prior year  testing  method is used to  calculate  the  "Actual
          Contribution  Percentage" for the Non-Highly  Compensated  Participant
          group), or such percentage for the Non-Highly Compensated  Participant
          group (for the preceding Plan Year if the prior year testing method is
          used  to  calculate  the  "Actual  Contribution  Percentage"  for  the
          Non-Highly  Compensated  Participant  group) plus 2 percentage points.
          However,  to  prevent  the  multiple  use  of the  alternative  method
          described in this paragraph and Code Section 401(m)(9)(A),  any Highly
          Compensated  Participant  eligible to make elective deferrals pursuant
          to Section 4.3 or any other cash or deferred arrangement maintained by
          the  Employer  or  an   Affiliated   Employer  and  to  make  Employee
          contributions or to receive matching  contributions under this Plan or
          under any plan  maintained by the Employer or an  Affiliated  Employer
          shall have a combination  of his Elective  Contributions  and Employer
          matching  contributions  reduced pursuant to Regulation 1.401(m)-2 and
          Section 4.9(a).  The provisions of Code Section 401(m) and Regulations
          1.401(m)-l(b) and 1.401(m)-2 are incorporated herein by reference.

          (b)  For the  purposes  of  this  Section  and  Section  4.9,  "Actual
Contribution  Percentage"  for a Plan Year  means,  with  respect  to the Highly
Compensated  Participant group and Non-Highly Compensated Participant group (for
the  preceding  Plan Year if the prior year testing  method is used to calculate
the "Actual Contribution  Percentage" for the Non-Highly Compensated Participant
group), the average of the ratios (calculated separately for each Participant in
each group rounded to the nearest one-hundredth of one percent) of:

                    (1) the sum of Employer matching contributions made pursuant
          to Section 4.2(b) (to the extent such matching  contributions  are not
          used to satisfy the "Actual Deferral  Percentage"  tests) on behalf of
          each such Participant for such Plan Year; to

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

                    (3)  Notwithstanding  the above,  if the prior year  testing
          method is used to calculate the "Actual  Contribution  Percentage" for
          the Non-Highly  Compensated  Participant group for the first Plan Year
          of this amendment and restatement, for purposes of Section 4.8(a), the
          "Actual  Contribution   Percentage"  for  the  Non-Highly  Compensated
          Participant


                                      -34-
<PAGE>

          group for the preceding Plan Year shall be determined  pursuant to the
          provisions of the Plan then in effect.

                    (c) For  purposes of  determining  the "Actual  Contribution
          Percentage",  only Employer matching contributions  contributed to the
          Plan prior to the end of the succeeding Plan Year shall be considered.
          In addition,  the Administrator  may elect to take into account,  with
          respect to Employees eligible to have Employer matching  contributions
          pursuant to Section 4.2(b) (to the extent such matching  contributions
          are not  used to  satisfy  the  "Actual  Deferral  Percentage"  tests)
          allocated  to  their  accounts,  elective  deferrals  (as  defined  in
          Regulation 1.402(g)-l(b)) and qualified non-elective contributions (as
          defined  in  Code  Section  401(m)(4)(C))   contributed  to  any  plan
          maintained  by the  Employer.  Such  elective  deferrals and qualified
          non-elective  contributions  shall be  treated  as  Employer  matching
          contributions   subject  to  Regulation   1.401(m)-l(b)(5)   which  is
          incorporated herein by reference.  However,  the Plan Year must be the
          same as the plan year of the plan to which the elective  deferrals and
          the qualified non-elective contributions are made.

                    (d)  For  purposes  of  this   Section  and  Code   Sections
          401(a)(4),  410(b) and 401(m), if two or more plans of the Employer to
          which matching  contributions,  Employee  contributions,  or both, are
          made are treated as one plan for purposes of Code  Sections  401(a)(4)
          or 410(b)  (other than the average  benefits  test under Code  Section
          410(b)(2)(A)(ii)),  such  plans  shall  be  treated  as one  plan.  In
          addition,  two  or  more  plans  of the  Employer  to  which  matching
          contributions,  Employee  contributions,  or  both,  are  made  may be
          considered as a single plan for purposes of determining whether or not
          such plans satisfy Code Sections 401(a)(4), 410(b) and 401(m). In such
          a case,  the  aggregated  plans must  satisfy  this  Section  and Code
          Sections 401(a)(4),  410(b) and 401(m) as though such aggregated plans
          were a single plan.  Plans may be aggregated  under this paragraph (e)
          only if they have the same plan year.  Notwithstanding  the above, for
          Plan Years  beginning  after  December 31, 1996,  if two or more plans
          which  include  cash  or  deferred   arrangements   are   permissively
          aggregated  under  Regulation  1.410(b)-7(d),  all plans  permissively
          aggregated  must use either the current  year test method or the prior
          year testing method for the testing year.

                    Notwithstanding  the above, an employee stock ownership plan
          described in Code Section 4975(e)(7) or 409 may not be aggregated with
          this Plan for  purposes  of  determining  whether the  employee  stock
          ownership  plan or this Plan  satisfies this Section and Code Sections
          401(a)(4), 410(b) and 401(m).

                    (e) If a Highly  Compensated  Participant  is a  Participant
          under two or more plans (other than an employee  stock  ownership plan
          as defined in Code Section  4975(e)(7) or 409) which are maintained by
          the   Employer   or  an   Affiliated   Employer   to  which   matching
          contributions,  Employee  contributions,  or both,  are made, all such
          contributions on behalf of such Highly  Compensated  Participant shall


                                      -35-
<PAGE>

          be  aggregated  for purposes of  determining  such Highly  Compensated
          Participant's  actual contribution  ratio.  However, if the plans have
          different plan years,  this paragraph shall be applied by treating all
          plans ending with or within the same calendar year as a single plan.

                    (f) For  purposes  of  Sections  4.8(a)  and  4.9,  a Highly
          Compensated  Participant and Non-Highly Compensated  Participant shall
          include any Employee eligible to have Employer matching  contributions
          (whether  or  not a  deferral  election  was  made  or  suspended)  or
          voluntary  employee  contributions  (whether or not voluntary employee
          contributions are made) allocated to his account for the Plan Year.

                    Notwithstanding  the above, if the prior year testing method
          is used to  calculate  the "Actual  Contribution  Percentage " for the
          Non-Highly  Compensated  Participant  group for the first Plan Year of
          this amendment and restatement,  for the purposes of Section 4.8(a), a
          Non-Highly  Compensated  Participant  shall  include any such Employee
          eligible to have  Employer  matching  contributions  (whether or not a
          deferral  election  was  made  or  suspended)  or  voluntary  employee
          contributions  (whether or not voluntary  employee  contributions  are
          made) allocated to his account for the preceding Plan Year pursuant to
          the provisions of the Plan then in effect.

                    (g) If the Plan  uses the prior  year  testing  method,  the
          "Actual  Contribution   Percentage"  for  the  Non-Highly  Compensated
          Participant group is determined without regard to changes in the group
          of Non-Highly Compensated Participants who are eligible under the Plan
          in  the  testing  year.  However,  if the  Plan  results  from,  or is
          otherwise affected by, a "Plan Coverage Change" that becomes effective
          during the testing year, then the "Actual Contribution Percentage" for
          the Non-Highly Compensated Participant group for the prior year is the
          "Weighted Average Of The Actual Contribution Percentages For The Prior
          Year Subgroups."  Notwithstanding the above, if ninety (90) percent or
          more of the total number of Non-Highly  Compensated  Participants from
          all "Prior Year  Subgroups"  are from a single "Prior Year  Subgroup,"
          then in  determining  the  "Actual  Contribution  Percentage"  for the
          Non-Highly  Compensated  Participants for the prior year, the Employer
          may elect to use the "Actual Contribution  Percentage I for Non-Highly
          Compensated  Participants  for the prior year under  which that single
          "Prior Year  Subgroup"  was  eligible,  in lieu of using the  weighted
          averages. For purposes of this Section the following definitions shall
          apply:

                    (1) "Plan  Coverage  Change"  means a change in the group or
          groups of eligible Participants on account of (i) the establishment or
          amendment  of a plan,  (ii) a plan merger,  consolidation,  or spinoff
          under Code Section 414(l),  (iii) a change in the way plans within the


                                      -36-
<PAGE>

          meaning of Code Section  414(l) are combined or separated for purposes
          of Regulation  1.401(k)-l(g)(II),  or (iv) a combination of any of the
          foregoing.

                    (2) "Prior Year Subgroup"  means all Non-Highly  Compensated
          Participants  for the prior year who, in the prior year, were eligible
          Participants  under a specific Code Section 401(m) plan  maintained by
          the  Employer  and who would have been  eligible  Participants  in the
          prior year under the plan tested if the plan coverage change had first
          been  effective as of the first day of the prior year instead of first
          being effective during the testing year.

                    (3) "Weighted Average Of The Actual Contribution Percentages
          For The  Prior  Year  Subgroups"  means the sum,  for all  prior  year
          subgroups, of the "Adjusted Actual Contribution Percentages."

                    (4) "Adjusted Actual  Contribution  Percentage" with respect
          to a prior year subgroup means the Actual Contribution  Percentage for
          Non-Highly Compensated Participants for the prior year of the specific
          plan under which the members of the prior year  subgroup were eligible
          Participants,  multiplied by a fraction, the numerator of which is the
          number  of  Non-Highly  Compensated  Participants  in the  prior  year
          subgroup  and  the  denominator  of  which  is  the  total  number  of
          Non-Highly Compensated  Participants in all prior year subgroups.

               (h) For the purpose of this Section, when calculating the "Actual
          Contribution  Percentage" for the Non-Highly  Compensated  Participant
          group,  the current year testing method shall be used. Any change from
          the current year testing method to the prior year testing method shall
          be made pursuant to Internal Revenue Service Notice 98-1, Section VII,
          the provisions of which are incorporated herein by reference.

          4.9 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

               (a) In the event (or if it is  anticipated)  that, for Plan Years
          beginning   after   December  31,  1996,   the  "Actual   Contribution
          Percentage" for the Highly Compensated  Participant  group-exceeds (or
          might exceed) the "Actual Contribution  Percentage" for the Non-Highly
          Compensated   Participant  group  pursuant  to  Section  4.8(a),   the
          Administrator  (on or before  the  fifteenth  day of the  third  month
          following  the end of the Plan  Year,  but in no event  later than the
          close  of the  following  Plan  Year)  shall  direct  the  Trustee  to
          distribute to the Highly  Compensated  Participant  having the largest
          amount of contributions determined pursuant to, Section 4.8(b)(2), his
          portion  of  such   contributions   (and  Income   allocable  to  such
          contributions)   until   the  total   amount   of   Excess   Aggregate
          Contributions  has been  distributed,  or until his  remaining  amount
          equals  the amount of  contributions  determined  pursuant  to Section
          4.8(b)(2)  of the  Highly


                                      -37-
<PAGE>


          Compensated   Participant   having  the  second   largest   amount  of
          contributions.  This process shall  continue until the total amount of
          Excess  Aggregate   Contributions  has  been   distributed.

               (b) Any  distribution  of less than the  entire  amount of Excess
          Aggregate  Contributions  (and Income)  shall be treated as a pro rata
          distribution   of   Excess   Aggregate   Contributions   and   Income.
          Distribution of Excess Aggregate  Contributions shall be designated by
          the Employer as a distribution of Excess Aggregate  Contributions (and
          Income).

               (c) Excess Aggregate  Contributions  shall be treated as Employer
          contributions  for  purposes  of Code  Sections  404  and 415  even if
          distributed from the Plan.

               (d)  The   determination   of  the  amount  of  Excess  Aggregate
          Contributions  with respect to any Plan Year shall be made after first
          determining  the  Excess  Contributions,  if  any,  to be  treated  as
          voluntary  Employee  contributions due to  recharacterization  for the
          plan year of any other  qualified  cash or  deferred  arrangement  (as
          defined in Code Section  401(k))  maintained by the Employer that ends
          with or within the Plan Year.

               (e) If  during a Plan  Year the  projected  aggregate  amount  of
          Employer  matching   contributions  to  be  allocated  to  all  Highly
          Compensated  Participants under his Plan would, by virtue of the tests
          set forth in Section 4.8(a),  cause the Plan to fail such tests,  then
          the Administrator may automatically  reduce  proportionately or in the
          order  provided in Section  4.9(a) each  affected  Highly  Compensated
          Participant's  projected  share  of such  contributions  by an  amount
          necessary to satisfy one of the tests set forth in Section 4.8(a).

               (f)  Notwithstanding  the above,  within twelve (12) months after
          the end of the Plan Year,  the Employer  may make a special  Qualified
          Non-Elective   Contribution   on  behalf  of  Non-Highly   Compensated
          Participants  in an amount  sufficient  to  satisfy  (or to prevent an
          anticipated  failure of) one of the tests set forth in Section 4.8(a).
          Such contribution  shall be allocated to the Participant's  Account of
          each  Non-Highly  Compensated   Participant  per  capita.  A  separate
          accounting of any special Qualified Non-Elective Contribution shall be
          maintained in the Participant's Account.

               However,  if the prior year testing  method is used,  the special
          Qualified  Non-Elective  Contribution  shall be allocated in the prior
          Plan Year to the  Participant's  Account on behalf of each  Non-Highly
          Compensated  Participant  who was employed by the Employer on the last
          day of the prior Plan Year per capita. Such contribution shall be made
          by the Employer  prior to the end of the current Plan Year. A separate
          accounting of any special Qualified  Non-Elective  Contributions shall
          be maintained in the Participant's Account.


                                      -38-
<PAGE>

          4.10 MAXIMUM ANNUAL ADDITIONS

               (a) Notwithstanding the foregoing, the maximum "annual additions"
          credited to a Participant's  accounts for any "limitation  year" shall
          equal the lesser of: (1) $30,000 adjusted annually as provided in Code
          Section 415(d) pursuant to the Regulations, or (2) twenty-five percent
          (25%) of the  Participant's  "415  Compensation"  for such "limitation
          year." For any short  "limitation  year" the dollar  limitation in (1)
          above shall be reduced by a fraction,  the  numerator  of which is the
          number  of  full  months  in  the  short  "limitation  year"  and  the
          denominator of which is twelve (12).

               (b) For purposes of applying the limitations of Code Section 415,
          "annual additions" means the sum credited to a Participant's  accounts
          for any "limitation year" of (1) Employer contributions,  (2) Employee
          contributions, (3) forfeitures, (4) amounts allocated, after March 31,
          1984, to an  individual  medical  account,  as defined in Code Section
          415(l)(2) which is part of a pension or annuity plan maintained by the
          Employer and (5) amounts  derived from  contributions  paid or accrued
          after  December  31,  1985,  in taxable  years ending after such date,
          which are attributable to  post-retirement  medical benefits allocated
          to the separate  account of a key employee (as defined in Code Section
          419A(d)(3))  under a welfare  benefit plan (as defined in Code Section
          419(e))  maintained  by  the  Employer.   Except,  however,  the  "415
          Compensation"  percentage  limitation  referred to in paragraph (a)(2)
          above shall not apply to: (1) any  contribution  for medical  benefits
          (within the meaning of Code Section  419A(f)(2)) after separation from
          service which is otherwise treated as an "annual addition," or (2) any
          amount  otherwise  treated as an "annual  addition" under Code Section
          415(1)(l).

               (c) For purposes of applying the limitations of Code Section 415,
          the  transfer  of funds from one  qualified  plan to another is not an
          "annual  addition."  In  addition,  the  following  are  not  Employee
          contributions  for the  purposes of Section  4.10(b)(2):  (1) rollover
          contributions  (as  defined  in Code  Sections  402(e)(6),  483(a)(4),
          403(b)(8)  and   408(d)(3));   (2)  repayments  of  loans  made  to  a
          Participant from the Plan; (3) repayments of distributions received by
          an Employee  pursuant to Code Section  411(a)(7)(B)  (cash-outs);  (4)
          repayments of distributions  received by an Employee  pursuant to Code
          Section  411(a)(3)(D)  (mandatory  contributions);  and  (5)  Employee
          contributions to a simplified  employee pension  excludable from gross
          income under Code Section 408(k)(6).

               (d) For purposes of applying the limitations of Code Section 415,
          the "limitation year" shall be the Plan Year.

               (e) For  the  purpose  of this  Section,  all  qualified  defined
          contribution plans (whether  terminated or not) ever maintained by the
          Employer shall be treated as one defined contribution plan.


                                      -39-
<PAGE>


               (f) For the purpose of this Section,  if the Employer is a member
          of a controlled  group of  corporations,  trades or  businesses  under
          common  control (as defined by Code  Section  1563(a) or Code  Section
          414(b) and (c) as modified by Code Section 415(h)),  is a member of an
          affiliated service group (as defined by Code Section 414(m)),  or is a
          member of a group of entities  required to be  aggregated  pursuant to
          Regulations under Code Section 414(o), all Employees of such Employers
          shall be considered to be employed by a single Employer.

               (g)  For the  purpose  of this  Section,  if this  Plan is a Code
          Section  413(c) plan,  each Employer who  maintains  this Plan will be
          considered to be a separate Employer.

               (h) (1) If a  Participant  participates  in more than one defined
          contribution  plan  maintained  by the Employer  which have  different
          Anniversary  Dates,  the maximum  "annual  additions" under  this Plan
          shall equal the maximum "annual  additions" for the "limitation  year"
          minus any "annual additions" previously credited to such Participant's
          accounts during the "limitation year."

               (2) If a Participant  participates in both a defined contribution
          plan subject to Code Section 412 and a defined  contribution  plan not
          subject to Code Section 412  maintained by the Employer which have the
          same  Anniversary  Date,  "annual  additions"  will be credited to the
          Participant's  accounts under the defined contribution plan subject to
          Code  Section  412  prior  to  crediting  "annual  additions"  to  the
          Participant's accounts under the defined contribution plan not subject
          to Code Section 412.

               (3) If a  Participant  participates  in  more  than  one  defined
          contribution  plan not subject to Code Section 412  maintained  by the
          Employer which have the same  Anniversary  Date,  the maximum  "annual
          additions"  under this Plan shall equal the product of (A) the maximum
          "annual  additions"  for  the  "limitation  year"  minus  any  "annual
          additions"  previously  credited under  subparagraphs (1)or (2) above,
          multiplied by (B) a fraction (i) the numerator of which is the "annual
          additions"  which  would be credited  to such  Participant's  accounts
          under this Plan without regard to the  limitations of Code Section 415
          and (ii) the  denominator of which is such "annual  additions" for all
          plans described in this subparagraph.

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


                                      -40-
<PAGE>

               4.11 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

               (a) If,  as a  result  of a  reasonable  error  in  estimating  a
          Participant's  Compensation,  a reasonable  error in  determining  the
          amount of  elective  deferrals  (within  the  meaning of Code  Section
          402(g)(3)) that may be made with respect to any Participant  under the
          limits  of  Section  4.10 or other  facts and  circumstances  to which
          Regulation  1.415-6(b)(6) shall be applicable,  the "annual additions"
          under this Plan would  cause the  maximum  "annual  additions  " to be
          exceeded for any Participant,  the Administrator  shall (1) distribute
          any elective  deferrals (within the meaning of Code Section 402(g)(3))
          or return any Employee contributions (whether voluntary or mandatory),
          and for the  distribution  of gains  attributable  to  those  elective
          deferrals  and  Employee   contributions,   to  the  extent  that  the
          distribution  or  return  would  reduce  the  "excess  amount"  in the
          Participant's  accounts (2) hold any "excess  amount"  remaining after
          the  return  of  any  elective   deferrals   or   voluntary   Employee
          contributions in a "Section 415 suspense account" (3) use the "Section
          415 suspense  account" in the next "limitation  years" (and succeeding
          "limitation years" if necessary) to reduce Employer  contributions for
          that  Participant if that Participant is covered by the Plan as of the
          end of the "limitation year," or if the Participant is not so covered,
          allocate and reallocate the "Section 415 suspense account" in the next
          "limitation year" (and succeeding  "limitation years" if necessary) to
          all   Participants  in  the  Plan  before  any  Employer  or  Employee
          contributions  which would constitute  "annual  additions" are made to
          the Plan for such "limitation year" (4) reduce Employer  contributions
          to the Plan for such  "limitation year " by the amount of the "Section
          415  suspense   account"   allocated  and   reallocated   during  such
          "limitation  year."

               (b)  For  purposes  of  this  Article,  "excess  amount"  for any
          Participant for a "limitation  year" shall mean the excess, if any, of
          (1) the  "annual  additions"  which  would be  credited to his account
          under the terms of the Plan without regard to the  limitations of Code
          Section  415  over  (2)  the  maximum  "annual  additions"  determined
          pursuant to Section 4.10.

               (c) For purposes of this Section,  "Section 415 suspense account"
          shall mean an unallocated account equal to the sum of "excess amounts"
          for all  Participants  in the Plan during the  "limitation  year." The
          "Section  415  suspense  account"  shall not share in any  earnings or
          losses of the Trust Fund.

          4.12 DIRECTED INVESTMENT ACCOUNT

               (a) As of each Valuation Date, all Participant  Directed Accounts
          shall be charged or credited with the net earnings,  gains, losses and
          expenses as well as any  appreciation  or  depreciation  in the market
          value  using  publicly  listed fair market  values when  available  or
          appropriate.

                    (1)  To  the  extent  that  the  assets  in a  Participant's
               Directed   Account  are   accounted   for  as  pooled  assets  or
               investments, the allocation


                                      -41-
<PAGE>

               of  earnings,  gains and  losses of each  Participant's  Directed
               Account  shall  be  based  upon  the  total  amount  of  funds so
               invested, in a manner proportionate to the Participant's share of
               such pooled investment.

               (2) To the extent that the assets in the  Participant's  Directed
          Account are  accounted  for as segregated  assets,  the  allocation of
          earnings,  gains  and  losses  from  such  assets  shall  be made on a
          separate and distinct basis.


          (b) The Participant  Direction Procedures shall provide an explanation
     of the circumstances  under which Participants and their  Beneficiaries may
     give investment  instructions,  including,  but need not be limited to, the
     following:

               (1) the conveyance of instructions by the  Participants and their
          Beneficiaries  to invest  Participant  Directed  Accounts  in Directed
          Investments;

               (2) the name,  address and phone number of the Fiduciary (and, if
          applicable,  the person or persons  designated by the Fiduciary to act
          on  its  behalf)   responsible   for  providing   information  to  the
          Participant or a Beneficiary  upon request relating to the investments
          in Directed Investments;

               (3)  applicable   restrictions  on  transfers  to  and  from  any
          Designated Investment Alternative;

               (4) any  restrictions  on the  exercise  of  voting,  tender  and
          similar rights related to Directed  Investment by the  Participants or
          their Beneficiaries;

               (5) a  description  of any  transaction  fees and expenses  which
          affect the balances in  Participant  Directed  Accounts in  connection
          with the purchase or sale of Directed Investments; and

               (6) general  procedures for the  dissemination  of investment and
          other information relating to the Designated  Investment  Alternatives
          as deemed  necessary or  appropriate,  including  but not limited to a
          description of the following:

               (7) the investment  vehicles available under the Plan,  including
          specific information regarding any Designated Investment Alternative;

                    (i) any designated Investment Managers; and


                                      -42-
<PAGE>

                    (ii) a description of the additional  information  which may
               be obtained upon request from the Fiduciary designated to provide
               such information.

               (c) Any  information  regarding  investments  available under the
          Plan,  to the extent not required to be  described in the  Participant
          Direction  Procedures,  may be provided to the  Participant  in one or
          more  written  documents  which  are  separate  from  the  Participant
          Direction  Procedures  and are not thereby  incorporated  by reference
          into this Plan.

               (d) The  Administrator  may,  at its  discretion,  include  in or
          exclude by amendment or other  action from the  Participant  Direction
          Procedures  such  instructions,  guidelines  or  policies  as it deems
          necessary or appropriate to ensure proper  administration of the Plan,
          and may interpret the same accordingly.

               (e)  Definition  of Insider.  For purposes of this Section  4.12,
          "Insider" shall mean an officer,  director or beneficial owner of more
          than ten (10%) percent of the stock of the Company or any Employer, as
          determined by the Company.

               (f) Voluntary Suspension. In the case of any voluntary suspension
          by an Insider pursuant to Section 4.2 of the Plan which results in the
          cessation of any Tax-Deferred Contributions to the Employer Stock Fund
          with respect to the  Insider,  the Insider may not elect to resume any
          such  contributions  for a period of at least six (6) months following
          the date of such suspension.

               (g)  Allocation  of  Contributions.  In the case of a  change  in
          investment direction with respect to future contributions  pursuant to
          the Participant  Direction  Procedures of the Plan by an Insider whose
          current  investment  direction with respect to the Employer Stock Fund
          is greater than 0%, if such change in investment  direction results in
          greater than 0% multiple with respect to the Employer  Stock Fund, any
          subsequent change in investment  election resulting in greater than 0%
          multiple with respect to the Employer Stock Fund shall not take effect
          until a date which is at least six (6) months later than the effective
          date of the preceding change.


                                   ARTICLE V
                                   VALUATIONS

               5.1 VALUATION OF THE TRUST FUND

               The Administrator  shall direct the Trustee, as of each Valuation
Date, to determine the net worth of the assets,  comprising the Trust Fund as it
exists on the Valuation Date. In determining  such net worth,  the Trustee shall
value the assets  comprising the Trust Fund at their fair market value as of the
Valuation  Date and shall  deduct all expenses for which the Trustee has not yet
obtained  reimbursement  from the  Employer or the Trust  Fund.  The Trustee may


                                      -43-
<PAGE>

update  the value of any  shares  held in the  Participant  Directed  Account by
reference to the number of shares held by that Participant, priced at the market
value as of the Valuation Date. As of each Valuation Date,  before allocation of
one-half  of the  Employer  contributions  for the  entire  Plan  Year and after
allocation  of  Forfeitures,  any earnings or losses (net  appreciation,  or net
depreciation)  of the Trust Fund shall be allocated in the same  proportion that
each Participant's and Former Participant's  nonsegregated  accounts bear to the
total of all Participant's and Former Participant's  nonsegreated accounts as of
such date.  Earnings or losses with respect to a Participant's  Directed Account
shall be allocated in accordance with Section 4.12.

               5.2 METHOD OF VALUATION

               In  determining  the fair market value of securities  held in the
Trust Fund which are listed on a registered  stock exchange,  the  Administrator
shall  direct  the  Trustee  to value  the same at bid price at the close of the
Valuation  day. Any unlisted  security held in the Trust Fund shall be valued at
its bid price next preceding the close of business on the Valuation Date,  which
bid price shall be obtained from a registered broker or an investment banker. In
determining  the fair market  value of assets  other than  securities  for which
trading or bid prices can be  obtained,  the  Trustee may  appraise  such assets
itself, or in its discretion, employ one or more appraisers for that purpose and
rely on the values established by such appraiser or appraisers.

               The Company  Stock Fund shall be valued based on the bid price of
Company Stock  reported in the  consolidating  trading  prices for NASDAQ traded
securities on the last trading date on or prior to the Valuation  Date.

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

               6.1 DETERMINATION OF BENEFITS UPON RETIREMENT

               Every  Participant may terminate his employment with the Employer
and retire for the purposes hereof on his Normal  Retirement  Date.  However,  a
Participant  may postpone the termination of his employment with the Employer to
a later date, in which event the  participation of such Participant in the Plan,
including  the right to  receive  allocations  pursuant  to Section  4.5,  shall
continue until his Late Retirement  Date. Upon a Participant's  Retirement Date,
or as soon thereafter as is practicable,  the Trustee shall  distribute,  at the
election of the Participant, all amounts credited to such Participant's Combined
Account in accordance with Section 6.5.

               6.2 DETERMINATION OF BENEFITS UPON DEATH

                    (a) Upon the death of a  Participant  before his  Retirement
               Date  or  other   termination  of  his  employment,   elected  to
               relinquish  such  right.  In  the  event  no  valid   designation
               Participant's of Beneficiary exists at the time of the death, the
               death benefit shall be payable to his estate.

                    (b) Any  consent  by the  Participant's  spouse to waive any
               rights to the death benefit must be in writing,  must acknowledge
               the  effect  of  such   waiver,


                                      -44-
<PAGE>

               and be witnessed  by a Plan  representative  or a notary  public.
               Further,  the  spouse's  consent  must be  irrevocable  and  must
               acknowledge the specific nonspouse Beneficiary.

               6.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

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

               6.4 DETERMINATION OF BENEFITS UPON TERMINATION

                    (a) If a  Participant's  employment  with  the  Employer  is
               terminated  for any reason other than death,  Total and Permanent
               Disability or retirement,  such Participant  shall be entitled to
               such  benefits  as are  provided  hereinafter  pursuant  to  this
               Section  6.4.  Distribution  of the  funds  due  to a  Terminated
               Participant  shall be made on the  occurrence  of an event  which
               would result in the distribution  had the Terminated  Participant
               remained in the employ of the  Employer  (upon the  Participant's
               death,  Total and  Permanent  Disability  or Normal  Retirement).
               However,  at the election of the Participant,  the  Administrator
               shall  direct the Trustee to cause the entire  Vested  portion of
               the Terminated  Participant's  Combined  Account to be payable to
               such  Terminated  Participant  on or after the  Anniversary  Date
               coinciding with or next following termination of employment.  Any
               distribution under this paragraph shall be made in a manner which
               is consistent  with and satisfies the  provisions of Section 6.5,
               including,   but  not   limited   to,  all  notice  and   consent
               requirements  of Code  Section  411(a)(ll)  and  the  Regulations
               thereunder.

                    (b)  If  the  value  of a  Terminated  Participant's  Vested
               benefit  derived  from  Employer  contributions  does not  exceed
               $5,000 and employee and has never exceeded  $5,000 at the time of
               any  prior  distribution,  the  Administrator  shall  direct  the
               Trustee  to cause the  entire  Vested  benefit to be paid to such
               Participant in a single lump sum.

                    (c)  A   Participant   shall  become  fully  Vested  in  his
               Participant's   Account   attributable   to   Employer   matching
               contributions  made pursuant to Section 4.2(b)  immediately  upon
               entry into the Plan.

                    (d)  The  Vested  portion  of  any   Participant's   Account
               attributable  to  Employer   discretionary   contributions   made
               pursuant to Section  4.2(c) shall be a percentage of the total of
               such amount credited to his Participant's  Account  determined on
               the  basis  of the  Participant's  number  of  Years  of  Service
               according to the following schedule:


                                      -45-
<PAGE>


                                Vesting Schedule
                      Employer Discretionary Contributions
                      ------------------------------------

          Years of Service                             Percentage
          ----------------                             ----------

           Less than 2                                        0%
                     2                                       20%
                     3                                       40%
                     4                                       60%
                     5                                       80%
                     6                                      100%


                    (e)  Notwithstanding  the vesting schedule above, the Vested
               percentage of a Participant's  Account shall not be less than the
               Vested percentage  attained as of the later of the effective date
               or adoption date of this amendment and restatement.

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

                    (g)  The  computation  of  a  Participant's   nonforfeitable
               percentage  of his  interest  in the Plan shall not be reduced as
               the result of any direct or indirect  amendment to this Plan. For
               this purpose, the Plan shall be treated as having been amended if
               the Plan  provides  for an  automatic  change in vesting due to a
               change in top heavy status. In the event that the Plan is amended
               to change or modify any vesting  schedule,  a Participant with at
               least three (3) Years of Service as of the expiration date of the
               election period may elect to have his  nonforfeitable  percentage
               computed  under the Plan without regard to such  amendment.  If a
               Participant  fails to make such election,  then such  Participant
               shall be subject to the new vesting  schedule.  The Participant's
               election  period  shall  commence  on the  adoption  date  of the
               amendment  and shall end 60 days  after the  latest  of:

                         (1) the adoption date of the amendment,

                         (2) the effective date of the amendment, or

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


                                      -46-
<PAGE>

                    (h) (1) If any Former Participant shall be reemployed by the
               Employer  before  a  l-Year  Break in  Service  occurs,  he shall
               continue to participate in the Plan in the same manner as if such
               termination had not occurred.

                        (2) If any Former  Participant  shall be  reemployed  by
               the  Employer  before  five  (5)  consecutive  l-Year  Breaks  in
               Service, and such Former Participant had received,  or was deemed
               to have received,  a distribution  of his entire Vested  interest
               prior  to  his  reemployment,  his  forfeited  account  shall  be
               reinstated  only if he repays the full amount  distributed to him
               before  the  earlier  of five (5) years  after the first  date on
               which the Participant is subsequently  reemployed by the Employer
               or the close of the first period of five (5)  consecutive  l-Year
               Breaks in Service  commencing after the  distribution,  or in the
               event of a deemed  distribution,  upon the  reemployment  of such
               Former  Participant.  In the event the  Former  Participant  does
               repay the full  amount  distributed  to him, or in the event of a
               deemed   distribution,   the   undistributed   portion   of   the
               Participant's Account must be restored in full, unadjusted by any
               gains  or  losses  occurring  subsequent  to the  Valuation  Date
               coinciding with or preceding his termination. The source for such
               reinstatement shall first be any Forfeitures occurring during the
               year.  If such source is  insufficient,  then the Employer  shall
               contribute  an amount  which is  sufficient  to restore  any such
               forfeited  Accounts  provided,  however,  that if a discretionary
               contribution  is made for such year  pursuant to Section  4.2(c),
               such  contribution  shall  first be applied  to restore  any such
               Accounts and the remainder  shall be allocated in accordance with
               Section 4.5.

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

                         (i) If a  Former  Participant  has a  l-Year  Break  in
                    Service,  his pre-break and post-break service shall be used
                    for  computing  Years of  Service  for  eligibility  and for
                    vesting purposes only after he has been employed for one (1)
                    Year of Service  following the date of his reemployment with
                    the Employer;

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

                         (iii)  After  five (5)  consecutive  l-Year  Breaks  in
                    Service,  a  Former  Participant's  Vested  Account  balance
                    attributable to pre-


                                      -47-
<PAGE>

                    break  service  shall  not  be  increased  as  a  result  of
                    post-break service;

                         (iv)  If a  Former  Participant  is  reemployed  by the
                    Employer,  he shall  participate in the Plan  immediately on
                    his date of reemployment;

                         (v) If a Former  Participant (a l-Year Break in Service
                    previously  occurred,  but employment had not terminated) is
                    credited with an Hour of Service after the first eligibility
                    computation  period  in  which he  incurs a l-Year  Break in
                    Service, he shall participate in the Plan immediately.

                         (vi) In  determining  Years of Service for  purposes of
                    vesting  under  the  Plan,  Years  of  Service  prior to the
                    vesting computation period in which an Employee attained his
                    eighteenth birthday shall be excluded.

               6.5 DISTRIBUTION OF BENEFITS

                    (a)  The  Administrator,  pursuant  to the  election  of the
               Participant,   shall  direct  the  Trustee  to  distribute  to  a
               Participant or his Beneficiary any amount to which he is entitled
               under the Plan in one or more of the following methods:

                         (1) With  respect  to the  value of each  Participant's
                    Account prior to January 1, 1993,  payments may be made in a
                    lump-sum  payment in cash or Employer stock or over a period
                    certain in monthly,  quarterly,  semiannual,  or annual cash
                    installments. In order to provide such installment payments,
                    the  Administrator  may (A) segregate  the aggregate  amount
                    thereof in a separate,  federally  insured savings  account,
                    certificate  of  deposit  in a  bank  or  savings  and  loan
                    association,   money  market  certificate  or  other  liquid
                    short-term   security  or  (B)  purchase  a  nontransferable
                    annuity   contract  for  a  term   certain   (with  no  life
                    contingencies)  providing for such payment.  The period over
                    which such payment is to be made shall not extend beyond the
                    Participant's life expectancy (or the life expectancy of the
                    Participant  and  his  designated  Beneficiary).

                         (2) With respect to the value of a participants account
                    accumulated after December 31, 1992, all distributions shall
                    be made in cash  other  than the  value  of a  Participant's
                    Account attributable to the Employer Stock fund.

                         (3)  With  respect  to  the  value  of a  Participant's
                    Account  accumulated after December 31, 1992 attributable to
                    the Employer  Stock


                                      -48-
<PAGE>

                    fund,  such amount shall be paid in cash or Employer  Stock,
                    as elected  by the  Participant  in writing on a  Prescribed
                    Form.

                    (b) Any  distribution  to a  Participant  who has a  benefit
               which exceeds,  or has ever  exceeded,  $5,000 at the time of any
               prior distribution  shall require such  Participant's  consent if
               such  distribution  commences  prior to the  later of his  Normal
               Retirement Age or age 62. With regard to this required consent:

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

                         (2) Notice of the rights specified under this paragraph
                    shall be  provided  no less than 30 days and no more than 90
                    days before the date the distribution commences.

                         (3)  Written   consent  of  the   Participant   to  the
                    distribution   must  not  be  made  before  the  Participant
                    receives  the  notice and must not be made more than 90 days
                    before the date the distribution commences.

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

                         (5) Any such  distribution  may  commence  less than 30
                    days   after   the   notice   required   under    Regulation
                    1.411(a)-llT(c)   is   given,   provided   that:   (1)   the
                    Administrator  clearly  informs  the  Participant  that  the
                    Participant  has a right  to a  period  of at  least 30 days
                    after  receiving  the notice to  consider  the  decision  of
                    whether or not to elect a distribution  (and, if applicable,
                    a particular  distribution option), and (2) the Participant,
                    after   receiving   the  notice,   affirmatively   elects  a
                    distribution.

                    (c)  Notwithstanding  any  provision  in  the  Plan  to  the
               contrary,  for Plan Years  beginning after December 31, 1996, the
               distribution  of  a  Participant's  benefits  shall  be  made  in
               accordance  with the following  requirements  and shall otherwise
               comply with Code Section 401(a)(9) and the Regulations thereunder
               (including Regulation 1.401(a)(9)-2), the provisions of which are
               incorporated herein by reference:

                         (1) A  Participant's  benefits  shall be distributed or
                    must begin to be distributed to him not later than April 1st
                    of the calendar year following the later of (i) the calendar
                    year in which the Participant attains age 70 l/2 or (ii) the
                    calendar year in which the  Participant  retires,  provided,
                    however,  that this  clause (ii) shall not apply in the case
                    of a  Participant

                                      -49-
<PAGE>


                    who is a "five (5)  percent  owner" at any time  during  the
                    five (5) Plan Year  period  ending in the  calendar  year in
                    which he attains age 70 l/2 or, in the case of a Participant
                    who becomes a "five (5) percent owner" during any subsequent
                    Plan  Year,  clause  (ii)  shall  no  longer  apply  and the
                    required  beginning  date  shall  be  the  April  1st of the
                    calendar  year  following  the  calendar  year in which such
                    subsequent Plan Year ends. Such distributions shall be equal
                    to   or   greater    than   any    required    distribution.
                    Notwithstanding  the foregoing,  clause (ii) above shall not
                    apply to any Participant unless the Participant had attained
                    age 70 l/2  before  January  1, 1988 and was not a "five (5)
                    percent  owner" at any time during the Plan Year ending with
                    or  within  the  calendar  year  in  which  the  Participant
                    attained age 66 l/2 or any subsequent Plan Year.

                         However, any Participant who is not a "five (5) percent
                    owner"  and who  attains  age 70 l/2 in or after a  calendar
                    year that begins  after the later of (i)  December 31, 1998,
                    or (ii) the adoption date of this amendment and restatement,
                    provide that the adoption date is no later than the last day
                    of any  remedial  amendment  period that applies to the Plan
                    for changes under the Small  Business Job  Protection Act of
                    1996, shall have his benefits distributed in accordance with
                    the   first    sentence   of    subparagraph    (1)   above.
                    Notwithstanding the foregoing,  any Participant who is not a
                    "five (5) percent  owner" shall continue  receiving,  or, if
                    applicable,  be entitled to receive,  benefit  distributions
                    or, he may elect to defer  benefit  distributions  until the
                    April  1st of the  calendar  year  following  the end of the
                    calendar year in which the Participant retires.

                         Alternatively,  distributions  to  a  Participant  must
                    begin no later than the  applicable  April 1st as determined
                    under the preceding paragraph and must be made over a period
                    certain  measured by the life  expectancy of the Participant
                    (or  the  life  expectancies  of  the  Participant  and  his
                    designated Beneficiary) in accordance with Regulations.

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

                    (d) For purposes of this Section,  the life  expectancy of a
               Participant  and a  Participant's  spouse may, at the election of
               the Participant or the  Participant's  spouse, be redetermined in
               accordance with  Regulations.  The election,  once made, shall be
               irrevocable.  If no  election  is made by the time  distributions
               must commence,  then the life  expectancy of the  Participant and
               the  Participant's  spouse shall not be subject to recalculation.
               Life expectancy and joint and last survivor  expectancy  shall be
               computed  using  the  return  multiples  in  Tables  V and  VI of
               Regulation 1.72-9.


                                      -50-
<PAGE>

                    (e)  All  annuity   Contracts   under  this  Plan  shall  be
               non-transferable when distributed.  Furthermore, the terms of any
               annuity  Contract  purchased and  distributed to a Participant or
               spouse shall comply with all of the requirements of the Plan.

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

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

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

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

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

               6.6 DISTRIBUTION OF BENEFITS UPON DEATH

                    (a) The death benefit payable  pursuant to Section 6.2 shall
               be paid to the Participant's Beneficiary within a reasonable time
               after the Participant's death by either of the following methods,
               as elected by the  Participant  (or if no election  has been made
               prior to the  Participant's  death, by his Beneficiary)  subject,
               however, to the rules specified in Section 6.6(b):

                         (1) With  respect  to the  value of each  Participant's
                    Account prior to January 1, 1993,  payments may be made in a
                    lump-sum  payment  cash or  Employer  stock or over a period
                    certain in monthly,  quarterly,  semiannual,  or annual cash
                    installments. In order to provide such installment payments,
                    the  Administrator  may (A) segregate  the aggregate  amount
                    thereof in a separate,  federally  insured savings  account,
                    certificate  of  deposit  in a  bank  or  savings  and  loan
                    association,   money  market  certificate  or  other  liquid
                    short-term   security  or  (B)  purchase  a  nontransferable
                    annuity   contract  for  a  term   certain   (with  no  life
                    contingencies)  providing for such payment.  The period over
                    which such payment is to be made shall not extend beyond the
                    Participant's life expectancy (or the life expectancy of the
                    Participant  and  his  designated  Beneficiary).


                                      -51-
<PAGE>

                         (2) With respect to the value of a participants account
                    accumulated after December 31, 1992 all distributions  shall
                    be made in cash  other  than the  value  of a  Participant's
                    Account attributable to the Employer Stock Fund.

                         (3)  With  respect  to  the  value  of a  Participant's
                    Account  accumulated after December 31, 1992 attributable to
                    the Employer  Stock Fund,  such amount shall be paid in cash
                    or Employer  Stock, as elected by the Participant in writing
                    on a Prescribed Form.

                         (4) In the event the death benefit payable  pursuant to
                    Section 6.2 is payable in installments, then, upon the death
                    of the Participant, the Administrator may direct the Trustee
                    to segregate  the death  benefit into a 2 separate  account,
                    and  the  Trustee  shall  invest  such  segregated   account
                    separately,  and the funds accumulated in such account shall
                    be used for the payment of the installments.

                    (b)  Notwithstanding  any  provision  in  the  Plan  to  the
               contrary,  distributions upon the death of a Participant shall be
               made in  accordance  with the  following  requirements  and shall
               otherwise comply with Code Section  401(a)(9) and the Regulations
               thereunder.  To it is determined pursuant to Regulations that the
               distribution  of a  Participant's  interest  has  begun  and  the
               Participant  dies before his entire interest has been distributed
               to  him,  the  remaining   portion  of  such  interest  shall  be
               distributed   at  least  as   rapidly  as  under  the  method  of
               distribution  selected  pursuant to Section 6.5 as of his date of
               death.  If a Participant  dies before he has begun to receive any
               distributions   of  his   interest   under  the  Plan  or  before
               distributions  are deemed to have begun pursuant to  Regulations,
               then his death benefit shall be distributed to his  Beneficiaries
               by  December  31st  of the  calendar  year  in  which  the  fifth
               anniversary of his date of death occurs.

                    However,   in  the  event  that  the  Participant's   spouse
               (determined  as of the date of the  Participant's  death)  is his
               Beneficiary,  then in lieu of the preceding rules,  distributions
               must be made over and must  commence  on or before  the later of:
               (1) December 31st of the calendar year immediately  following the
               calendar year in which the Participant died; or (2) December 31st
               of the calendar year in which the Participant would have attained
               age 70 l/2. If the surviving spouse dies before  distributions to
               such spouse begin,  then the 5-year  distribution  requirement of
               this Section shall apply as if the spouse was the Participant.

                    (c) For purposes of this Section,  the life  expectancy of a
               Participant  and a  Participant's  spouse may, at the election of
               the Participant or the  Participant's  spouse, be redetermined in
               accordance with  Regulations.  The election,  once made, shall be
               irrevocable.  If no  election  is made by the time  distributions
               must commence,  then the life  expectancy of the  Participant and
               the  Participant's  spouse shall not be subject to recalculation.
               Life expectancy and joint


                                      -52-
<PAGE>

               and last survivor  expectancy  shall be computed using the return
               multiples in Tables V and VI of Regulation 1.72-9.

               6.7 TIME OF SEGREGATION OR DISTRIBUTION

               Except as limited by Sections  6.5 and 6.6,  whenever the Trustee
is to make a distribution  or to commence a series of payments the  distribution
or series of payments may be made or begun as soon as is  practicable.  However,
unless a Former  Participant  elects in writing to defer the receipt of benefits
(such election may not result in a death benefit that is more than  incidental),
the payment of benefits  shall begin not later than the 60th day after the close
of the Plan Year in which the latest of the  following  events  occurs:  (a) the
date on which  the  Participant  attains  the  earlier  of age 65 or the  Normal
Retirement Age specified  herein;  (b) the 10th anniversary of the year in which
the  Participant  commenced  participation  in the  Plan;  or (c) the  date  the
Participant terminates his service with the Employer.

               6.8 DISTRIBUTION FOR MINOR BENEFICIARY

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

               6.9 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

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

               6.10 ADVANCE DISTRIBUTION FOR HARDSHIP

                    (a) The  Administrator,  at the election of the Participant,
               shall direct the Trustee to distribute to any  Participant in any
               one  Plan  Year up to the  lesser  of  100% of his  Participant's
               Elective Account and Participant's  Account valued as of the last
               Valuation  Date or the amount  necessary to satisfy the immediate
               and heavy  financial need of the  Participant.  Any  distribution
               made  pursuant to this  Section  shall be deemed to be made as of
               the first day of the Plan Year or, if later,  the Valuation  Date
               immediately   preceding  the  date  of   distribution,   and  the
               Participant's Elective Account and Participant's Account shall be
               reduced

                                      -53-
<PAGE>


               accordingly.  Withdrawal  under this Section  shall be authorized
               only if the distribution is on account of:

                         (1) Expenses for medical care described in Code Section
                    213(d) previously  incurred by the Participant,  his spouse,
                    or any of his dependents (as defined in Code Section 152) or
                    necessary for these persons to obtain medical care;

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

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

                         (4)  Payments  necessary to prevent the eviction of the
                    Participant  from his principal  residence or foreclosure on
                    the mortgage of the Participant's principal residence.

                    (b)  No  such   distribution   shall   be  made   from   the
               Participant's Account until such Account has become fully Vested.

                    (c) No  distribution  shall be made pursuant to this Section
               unless   the   Administrator,   based   upon  the   Participant's
               representation   and  such  other  facts  as  are  known  to  the
               Administrator,  determines  that all of the following  conditions
               are satisfied:

                         (1) The  distribution is not in excess of the amount of
                    the immediate and heavy  financial need of the  Participant.
                    The amount of the  immediate  and heavy  financial  need may
                    include any amounts necessary to pay any federal,  state, or
                    local income taxes or penalties  reasonably  anticipated  to
                    result from the distribution;

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

                         (3) The Plan,  and all other  plans  maintained  by the
                    Employer,  provide that the Participant's elective deferrals
                    and voluntary  Employee  contributions will be suspended for
                    at least  twelve (12) months  after  receipt of the hardship
                    distribution  or,  the  Participant,  pursuant  to a legally
                    enforceable  agreement,  will suspend his elective deferrals
                    and  voluntary  Employee  contributions  to the Plan and all
                    other plans  maintained  by the Employer for at least twelve
                    (12) months after receipt of the hardship distribution; and


                                      -54-
<PAGE>

                         (4) The Plan,  and all other  plans  maintained  by the
                    Employer, provide that the Participant may not make elective
                    deferrals  for the  Participant's  taxable year  immediately
                    following the taxable year of the hardship  distribution  in
                    excess of the applicable limit under Code Section 402(g) for
                    such next taxable year less the amount of such Participant's
                    elective  deferrals  for the  taxable  year of the  hardship
                    distribution.

                    (d)  Notwithstanding  the  above,   distributions  from  the
               Participant's  Elective Account pursuant to this Section shall be
               limited,  as of the date of  distribution,  to the  Participant's
               Elective  Account  as of the end of the  last  Plan  Year  ending
               before  July 1,  1989,  plus  the  total  Participant's  Deferred
               Compensation  after  such  date,  reduced  by the  amount  of any
               previous distributions pursuant to this Section.

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

               6.11 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

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

               6.12 DIRECT ROLLOVER

                    (a)  Notwithstanding  any  provision  of  the  Plan  to  the
               contrary  that would  otherwise  limit a  distributee's  election
               under this Section,  a distributee  may elect, at the time and in
               the manner prescribed by the  Administrator,  to have any portion
               of an eligible  rollover  distribution  that is equal to at least
               $500 paid directly to an eligible  retirement  plan  specified by
               the distributee in a direct rollover.

                    (b) For purposes of this Section the  following  definitions
               shall apply:

                         (1)   An   eligible   rollover   distribution   is  any
                    distribution  of all or any  portion  of the  balance to the
                    credit of the distributee,  except that an eligible rollover
                    distribution does not include:  any distribution that is one
                    of a series of  substantially  equal periodic  payments (not
                    less  frequently  than  annually) made for the life (or life
                    expectancy) of the  distributee or the joint lives (or joint
                    life  expectancies) of the distributee and the


                                      -55-
<PAGE>

                    distributee's  designated  beneficiary,  or for a  specified
                    period of ten years or more; any  distribution to the extent
                    such distribution is required under Code Section  401(a)(9);
                    the portion of any other distribution that is not includible
                    in gross income (determined  without regard to the exclusion
                    for net  unrealized  appreciation  with  respect to employer
                    securities);  and any other  distribution that is reasonably
                    expected  to total  less  than  $200  during a year.

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

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

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

                                  ARTICLE VII
                    AMENDMENT, TERMINATION, MERGERS AND LOANS

               7.1 AMENDMENT

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

                    (b) No  amendment  to the  Plan  shall  be  effective  if it
               authorizes or permits any part of the Trust Fund (other than such
               part as is required to pay taxes and administration  expenses) to
               be  used  for or  diverted  to any  purpose  other  than


                                      -56-
<PAGE>

               for  the  exclusive   benefit  of  the   Participants   or  their
               Beneficiaries  or estates;  or causes any reduction in the amount
               credited to the account of any Participant;  or causes or permits
               any portion of the Trust Fund to revert to or become  property of
               the Employer.

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

               7.2 TERMINATION

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

                    (b) Upon the full  termination  of the  Plan,  the  Employer
               shall direct the  distribution of the assets of the Trust Fund to
               Participants  in a manner which is consistent  with and satisfies
               the  provisions  of Section 6.5.  Distributions  to a Participant
               shall be made in cash or in property  or through the  purchase of
               irrevocable nontransferable deferred commitments from an insurer.
               Except as permitted by  Regulations,  the termination of the Plan
               shall not result in the reduction of "Section 411(d)(6) protected
               benefits" in accordance with Section 7.1(c).

               7.3 MERGER OR CONSOLIDATION

               This Plan may be  merged  or  consolidated  with,  or its  assets
and/or  liabilities  may be  transferred to any other plan and trust only if the
benefits  which would be received by a Participant of this Plan, in the event of
a  termination  of  the  plan  immediately   after  such  transfer,   merger  or
consolidation,  are at least equal to the  benefits the  Participant  would have
received if the Plan had terminated  immediately before the transfer,  merger or
consolidation,  and such transfer,  merger or  consolidation  does not otherwise
result in the  elimination  or  reduction of any  "Section  411(d)(6)  protected
benefits" in accordance with Section 7.1(c).


                                      -57-
<PAGE>

               7.4 LOANS TO PARTICIPANTS

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

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

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

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

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

                    (c) Loans shall provide for level amortization with payments
               to be made not less  frequently  than quarterly over a period not
               to exceed  five (5) years.  However,  loans  used to acquire  any
               dwelling  unit which,  within a  reasonable  time,  is to be used
               (determined  at  the  time  the  loan  is  made)  as a  principal
               residence of the Participant shall provide for periodic repayment
               over a reasonable  period of time that may exceed five (5) years.
               For this purpose, a principal residence has the same meaning as a
               principal residence under Code Section 1034.  Notwithstanding the
               foregoing,  loans made prior to January 1, 1987 which are used to
               acquire, construct, reconstruct or substantially rehabilitate any
               dwelling unit which,  within a reasonable period of time is to be
               used  (determined  at the time  the loan is made) as a  principal
               residence of the  Participant  or a member of his family  (within
               the meaning of Code Section  267(c)(4))  may provide for periodic
               repayment  over a reasonable  period of time that may exceed five
               (5) years. Additionally, loans made prior to January 1, 1987, may
               provide for periodic payments which are made less frequently than
               quarterly   and  which  do  not   necessarily   result  in  level
               amortization.  Loan  repayments will be suspended under this Plan
               as permitted under Code Section 414(u)(4).


                                      -58-
<PAGE>

                    (d) Any loans-granted or renewed on or after the last day of
               the first Plan Year  beginning  after  December 31, 1988 shall be
               made  pursuant to a Participant  loan program.  Such loan program
               shall be established in writing and must include, but need not be
               limited to, the following:

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

                         (2) a procedure for applying for loans;

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

                         (4)  limitations,  if any,  on the types and amounts of
                    loans offered;

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

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

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

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

                    (e) No loans shall be made that would constitute  prohibited
               transactions, as that term is defined in Section 406 of ERISA and
               Section 4975 of the Code,  unless than exemption for the loan has
               been obtained pursuant to Section 408 of ERISA.

                    (f)  Notwithstanding any other provision of Section 7.4, any
               amounts  invested  in Company  Stock that are not  eligible to be
               reinvested  in other  Investment  Funds are also not available as
               payment to a Participant as loan proceeds.

                                      -59-
<PAGE>

                                  ARTICLE VIII
                                    TOP HEAVY


               8.1 TOP HEAVY PLAN REQUIREMENTS

               For any Top Heavy Plan Year,  the Plan shall  provide the special
vesting  requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan
and the special minimum allocation  requirements of Code Section 416(c) pursuant
to Section 4.5 of the Plan.

               8.2 DETERMINATION OF TOP HEAVY STATUS

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

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

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

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

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


                                      -60-
<PAGE>


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

                         (3) any Plan  distributions  made  within the Plan Year
                    that includes the Determination  Date or within the four (4)
                    preceding Plan Years.  However, in the case of distributions
                    made after the Valuation Date and prior to the Determination
                    Date, such  distributions  are not included as distributions
                    for top heavy purposes to the extent that such distributions
                    are already included in the Participant's  Aggregate Account
                    balance as of the Valuation Date.  Notwithstanding  anything
                    herein  to  the  contrary,   all  distributions,   including
                    distributions  under a  terminated  plan which if it had not
                    been  terminated  would have been required to be included in
                    an   Aggregation   Group,   will   be   counted.    Further,
                    distributions  from the Plan  (including  the cash  value of
                    life insurance policies) of a Participant's  account balance
                    because of death shall be treated as a distribution  for the
                    purposes of this paragraph.

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

                         (5)   with   respect   to   unrelated   rollovers   and
                    plan-to-plan transfers (ones which are both initiated by the
                    Employee and made from a plan  maintained by one employer to
                    a  plan  maintained  by  another  employer),  if  this  Plan
                    provides the rollovers or plan-to-plan  transfers,  it shall
                    always consider such rollovers or plan-to-plan  transfers as
                    a  distribution  for the purposes of this  Section.  If this
                    Plan is the plan accepting  such  rollovers or  plan-to-plan
                    transfers,   it  shall  not  consider   such   rollovers  or
                    plan-to-plan   transfers   as  part  of  the   Participant's
                    Aggregate  Account  balance.

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

                                      -61-
<PAGE>

                         (7)  For  the  purposes  of  determining   whether  two
                    employers  are to be treated as the same employer in (5) and
                    (6) above,  all  employers  aggregated  under  Code  Section
                    414(b), (c), (m) and (o) are treated as the same employer.

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

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

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

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

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

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

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

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


                                      -62-
<PAGE>

                    (f)  Present  Value  of  Accrued  Benefit:  In the case of a
               defined  benefit plan, the Present Value of Accrued Benefit for a
               Participant  other than a Key  Employee,  shall be as  determined
               using  the  single  accrual  method  used  for all  plans  of the
               Employer and  Affiliated  Employers,  or if no such single method
               exists,  using a method  which  results in benefits  accruing not
               more rapidly than the slowest  accrual rate permitted  under Code
               Section  411(b)(l)(C).  The determination of the Present Value of
               Accrued  Benefit  shall  be  determined  as of  the  most  recent
               Valuation Date that falls within or ends with the l2-month period
               ending  on the  Determination  Date  except as  provided  in Code
               Section  416 and the  Regulations  thereunder  for the  first and
               second  plan  years of a defined  benefit  plan.

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

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

                         (2) the Aggregate  Accounts of Key Employees  under all
                    defined  contribution  plans included in the group,  exceeds
                    sixty  percent  (60%) of a similar  sum  determined  for all
                    Participants.


                                   ARTICLE IX
                                  MISCELLANEOUS

               9.1 PARTICIPANT'S RIGHTS

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

               9.2 ALIENATION

                    (a) Subject to the  exceptions  provided  below,  no benefit
               which  shall  be  payable  out of the  Trust  Fund to any  person
               (including a Participant or his-Beneficiary)  shall be subject in
               any  manner  to   anticipation,   alienation,   sale,   transfer,
               assignment,  pledge,  encumbrance,  or charge, and any attempt to
               anticipate,  alienate, sell, transfer,  assign, pledge, encumber,
               or charge the same shall be void;  and no such  benefit  shall in
               any manner be liable for,  or subject  to, the debts,  contracts,
               liabilities,  engagements, or torts of any such person, nor shall
               it be subject to  attachment or legal process for or against such
               person,  and the


                                      -63-
<PAGE>

               same  shall  not be  recognized  by the  Trustee,  except to such
               extent as may be required by law.

                    (b)  This  provision   shall  not  apply  to  the  extent  a
               Participant  or  Beneficiary is indebted to the Plan, as a result
               of a loan from the Plan. At the time a distribution is to be made
               to  or  for  a  Participant's  or  Beneficiary's   benefit,  such
               proportion  of the amount  distributed  as shall  equal such loan
               indebtedness  shall be paid by the  Trustee to the Trustee or the
               Administrator,  at the direction of the  Administrator,  to apply
               against or discharge  such loan  indebtedness.  Prior to making a
               payment,  however,  the Participant or Beneficiary  must be given
               written notice by the  Administrator  that such loan indebtedness
               is to be so paid in whole or part from his Participant's Combined
               Account.  If the  Participant or Beneficiary  does not agree that
               the  loan  indebtedness  is a  valid  claim  against  his  Vested
               Participant's  Combined Account, he shall be entitled to a review
               of the  validity  of the  claim  in  accordance  with  procedures
               provided in Sections  2.7 and 2.8.

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

               9.3 CONSTRUCTION OF PLAN

               This Plan shall be construed  and  enforced  according to the Act
and the laws of the State of New York, other than its laws respecting  choice of
law, to the extent not preempted by the Act.

               9.4 GENDER AND NUMBER

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

               9.5 LEGAL ACTION

               In the event any claim,  suit, or proceeding is brought regarding
the Trust and/or Plan established  hereunder to which the Trustee,  the Employer
or the  Administrator  may be a party,  and such claim,  suit,  or proceeding is
resolved in favor of the Trustee, the Employer or the Administrator, they shall
be  entitled  to be  reimbursed  from  the  Trust  Fund  for any and all  costs,


                                      -64-
<PAGE>

attorney's  fees, and other  expenses  pertaining  thereto  incurred by them for
which they shall have become liable.

               9.6 PROHIBITION AGAINST DIVERSION OF FUNDS

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

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

               9.7 BONDING

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

               9.8 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

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


                                      -65-
<PAGE>

               9.9 INSURER'S PROTECTIVE CLAUSE

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

               9.10 RECEIPT AND RELEASE FOR PAYMENTS

               Any  payment  to  any  Participant,   his  legal  representative,
Beneficiary,  or to any guardian or committee  appointed for such Participant or
Beneficiary in accordance with the provisions of the Plan,  shall, to the extent
thereof, be in full satisfaction of all claims hereunder against the Trustee and
the Employer, either of whom may require such Participant, legal representative,
Beneficiary, guardian or committee, as a condition precedent to such payment, to
execute a receipt and release thereof in such form as shall be determined by the
Trustee or Employer.

               9.11 ACTION BY THE EMPLOYER

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

               9.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

               The "named  Fiduciaries"  of this Plan are (1) the Employer,  (2)
the  Administrator  and (3) the Trustee.  The named  Fiduciaries shall have only
those  specific  powers,  duties,  responsibilities,   and  obligations  as  are
specifically  given them under the Plan or as  accepted  by or  assigned to them
pursuant to any procedure provided under the Plan,  including but not limited to
any  agreement  allocating or delegating  their  responsibilities,  the terms of
which are  incorporated  herein  by  reference.  In  general,  unless  otherwise
indicated  herein or pursuant to such  agreements,  the Employer  shall have the
duties specified in Article II hereof, as the same may be allocated or delegated
thereunder,  including  but not  limited  to the  responsibility  for making the
contributions  provided for under  Section 4.2; and shall have the  authority to
appoint and remove the Trustee and the  Administrator;  to formulate  the Plan's
"funding policy and method"; and to amend or terminate, in whole or in part, the
Plan. The Administrator  shall have the responsibility for the administration of
the Plan,  including but not limited to the items specified in Article II of the
Plan, as the same may be allocated or delegated  thereunder.  The  Administrator
shall  act as the  named.  Fiduciary  responsible  for  communicating  with  the
Participant according to the Participant Direction Procedures. The Trustee shall
have the  responsibility  of management and control of the assets held under the
Trust,  except to the extent directed  pursuant to Article II or with respect to
those  assets,  the  management  of which  has been  assigned  to an  Investment
Manager,  who shall be  solely  responsible  for the  management  of the  assets


                                      -66-
<PAGE>

assigned to it, all as specifically  provided in the Plan and any agreement with
the  Trustee.   Each  named  Fiduciary   warrants  that  any  directions  given,
information  furnished,  or action taken by it shall be in  accordance  with the
provisions of the Plan, authorizing or providing for such direction, information
or action.  Furthermore,  each named Fiduciary may rely upon any such direction,
information or action of another named Fiduciary as being proper under the Plan,
and is not  required  under the Plan to inquire  into the  propriety of any such
direction,  information or action. It is intended under the Plan that each named
Fiduciary  shall be.  responsible  for the proper  exercise  of its own  powers,
duties,  responsibilities  and  obligations  under  the  Plan  as  specified  or
allocated  herein.  No named  Fiduciary  shall  guarantee  the Trust Fund in any
manner against  investment loss or  depreciation  in asset value.  Any person or
group may serve in more than one Fiduciary capacity. In the furtherance of their
responsibilities  hereunder,  the  "named  Fiduciaries"  shall be  empowered  to
interpret  the Plan and Trust and to resolve  ambiguities,  inconsistencies  and
omissions, which findings shall be binding, final and conclusive.

               9.13 HEADINGS

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

               9.14 APPROVAL BY INTERNAL REVENUE SERVICE

                    (a)   Notwithstanding   anything  herein  to  the  contrary,
               contributions  to this  Plan are  conditioned  upon  the  initial
               qualification  of the Plan under Code  Section  401.  If the Plan
               receives  an adverse  determination  with  respect to its initial
               qualification, then the Plan may return such contributions to the
               Employer within one year after such  determination,  provided the
               application for the  determination is made by the time prescribed
               by law for filing the  Employer's  return for the taxable year in
               which the Plan was adopted,  or such later date as the  Secretary
               of the Treasury may prescribe.

                    (b) Notwithstanding  any provisions to the contrary,  except
               Sections 3.5, 3.6, and 4.2(d),  any  contribution by the Employer
               to the Trust Fund is conditioned  upon the  deductibility  of the
               contribution  by the  Employer  under the Code and, to the extent
               any such  deduction is disallowed,  the Employer may,  within one
               (1) year  following the  disallowance  of the  deduction,  demand
               repayment of such disallowed  contribution  and the Trustee shall
               return  such  contribution  within  one (1)  year  following  the
               disallowance.  Earnings  of the Plan  attributable  to the excess
               contribution may not be returned to the Employer,  but any losses
               attributable  thereto  must reduce the amount so  returned.

               9.15 UNIFORMITY

               All provisions of this Plan shall be interpreted and applied in a
uniform,  nondiscriminatory  manner.  In the event of any  conflict  between the
terms of this Plan and any Contract  purchased  hereunder,  the Plan  provisions
shall control.




                                      -67-
<PAGE>


                  IN WITNESS  WHEREOF,  this Plan has been  executed the day and
year above written.

                                                NATIONAL HOME HEALTH CARE

                                                CORP.

                                                By:  /s/ Steven Fialkow
                                                    -------------------------
                                                          EMPLOYER


                                                     /s/ Robert Heller
                                                    -------------------------
                                                          TRUSTEE




                                      -68-
<PAGE>


                                    EXHIBIT A

                       PARTICIPATING EMPLOYERS IN THE PLAN

               As of January 1, 1999,  National  Home Health Care Corp.  and the
following  entities are Employers  participating  in the Plan on behalf of their
respective employees:

         Health Acquisitions Corp.
         New England Home Care, Inc.
         National HMO (New York), Inc.
         Accredited Health Services, Inc


<PAGE>




                                    EXHIBIT B

                         NATIONAL HOME HEALTH CARE CORP.
                       SAVINGS AND STOCK INVESTMENT TRUST





                              AS AMENDED & RESTATED
                            EFFECTIVE JANUARY 1, 1999


<PAGE>



                                    EXHIBIT C

                            VOTING OF EMPLOYER STOCK

               The Employer  will make forms  available to each  Participant  to
instruct the Trustee  with regard to the voting of any shares of Employer  Stock
held in the  Participant's  Account.  The Trustee  will vote such shares only as
directed by the Participant. If a Participant fails to give timely directions as
to the voting of shares of Employer Stock held in a Participant's  Account or if
any shares held by the Trustees are not allocated to  Participants,  the Trustee
will vote such  shares in the same  proportion  as he votes the shares for which
the Trustee  receives  directions.  The  Employer  shall use its best efforts to
timely  distribute to each  Participant  such  information  as is distributed to
other shareholders of the Employer in connection with any such vote.


<PAGE>




                                    EXHIBIT D

                    TENDER OR EXCHANGE OFFER OF COMPANY STOCK

               Each  Participant  shall have the right to direct the Employer in
writing  as to the  manner in which to regard a tender or  exchange  offer  with
respect to any shares of Employer Stock held in that Participant's  Account.  If
the Employer does not receive  timely  directions  from a Participant  as to the
manner in which to respond to such a tender or  exchange  offer with  respect to
any  shares  of  Employer  Stock  held in the  Participant's  Account,  then the
Employer  shall not tender or exchange any such shares.  The Employer  shall use
its best efforts to timely distribute to each Participant such information as is
distributed.