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                                                                   Exhibit 10.26

                                                      Prototype Cash or Deferred
                                                        Profit-Sharing Plan #002


                                 NONSTANDARDIZED

                               ADOPTION AGREEMENT

                    PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
                                 PLAN AND TRUST

                                  SPONSORED BY

                        AMERICAN FUNDS DISTRIBUTORS, INC.



The Employer named below hereby establishes a Cash or Deferred Profit-Sharing
Plan for eligible Employees as provided in this Adoption Agreement and the
accompanying Basic Prototype Plan and Trust/Basic Plan Document #03 (the
"Plan"). If multiple Employers are adopting the Plan, complete Section I based
on the lead Employer. Additional Employers may adopt this Plan by attaching
executed signature pages to the back of the Employer's Adoption Agreement.

1. EMPLOYER INFORMATION

         EMPLOYER'S NAME:

         NORTH COAST ENERGY, INC

         ADDRESS:

         1993 CASE PARKWAY
         TWINSBURG, OH 44087

         PRINCIPAL ADDRESS (if different):

         TELEPHONE NUMBER:                  (330) 425-2330

         TAX ID NUMBER:                     34-1792016

         EMPLOYER'S FISCAL YEAR:            MARCH 31

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                                                      Prototype Cash or Deferred
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FORM OF BUSINESS:

[ ]      Sole Proprietor

[ ]      Partnership

[ ]      "S" Corporation

[X]      Corporation

[ ]      Other:__________________________

MEMBER OF:

[X]      Controlled Group

[ ]      Affiliated Service Group

[ ]      Group of trade or businesses under common control

DATE OF INCORPORATION:                       APRIL 1981

NAME OF PLAN:           NORTH COAST ENERGY, INC. EMPLOYEES' PROFIT SHARING PLAN


THREE DIGIT PLAN NUMBER
FOR ANNUAL RETURN/REPORT: 001

2. EFFECTIVE DATE

      2.(a)       This is a new Plan having an effective date of

      2.(b)       This is an amended Plan.

                  The effective date of the original Plan was APRIL 1, 1984
                                                              -------------

                  The effective date of the amended Plan is APRIL 1, 2000
                                                            -------------

      2.(c)       If different from above, the Effective Date for the Plan's
                  Elective Deferral provisions shall be    _____________.

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                                                      Prototype Cash or Deferred
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3. DEFINITIONS

3.(a)    "ALLOCATION DATE(S)" Allocations to Participant Accounts will be done
         in accordance with Article V of the Plan:

          [ ]   (i)     daily.
          [X]   (ii)    monthly.
          [ ]   (iii)   quarterly.
          [ ]   (iv)    semi-annually.
          [ ]   (v)     annually.

3.(b)    "COMPENSATION" Compensation shall be determined on the basis of the:

          [X]   (i)     Plan Year.

          [ ]   (ii)    Employer's taxable year.

          [ ]   (iii)   calendar year.

Compensation [X] shall [ ] shall not include Employer contributions made
pursuant to a Salary Savings Agreement, for this Plan or any other plan, which
are not includable in the gross income of the Employee for the reasons indicated
in the definition of Compensation at 1. 13 of the Plan.

Compensation [X] shall [ ] shall not be limited to Compensation earned while a
Participant in the Plan. "Shall" may only be elected if Plan Year is chosen as
the computation period at 3(b).

Compensation shall be determined on the basis of the following safe-harbor
definition of Compensation in IRS Regulation Section 1.414(s)-1(c):

[X]  (iv)   Code Section 3401(a) - W-2 income subject to income tax withholding.

[ ]  (v)    Code Section 415 - W-2 income, share of profits and other taxable
            income.

For purposes of the Plan, Compensation shall be limited to $______, the maximum
amount which will be considered for Plan purposes. [If an amount is specified,
it will limit the amount of contributions allowed on behalf of higher
compensated Employees. Completion of this section is not intended to coordinate
with the limitation on Compensation under Code Section 401(a)(17), thus the
amount should be less than such limitation as adjusted for cost-of-living
increases.]

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                                                      Prototype Cash or Deferred
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         Exclusions From Compensation:

                  [ ]   (vi)     overtime.

                  [ ]   (vii)    bonuses.

                  [ ]   (viii)   commissions.

                  [X]   (ix)     FRINGE BENEFITS.

NOTE:             Any exclusion of Compensation only applies to Employer
                  discretionary contributions under Section 7(e) and does not
                  apply to any contribution which is qualified or subject to
                  antidiscrimination testing. Such exclusions must also satisfy
                  the requirements of Section 1.401(a)(4) of the Income Tax
                  Regulations and Code Section 414(s) and the regulations
                  thereunder.

3.(c)    "ENTRY DATE"

          [ ] (i)    The first day of the Plan Year nearest the date on which an
                     Employee meets the eligibility requirements.

          [X] (ii)   The earlier of the first day of the Plan Year or the first
                     day of the seventh month of the Plan Year coinciding with
                     or following the date on which an Employee meets the
                     eligibility requirements.

          [ ] (iii)  The first day of the Plan Year following the date on which
                     the Employee meets the eligibility requirements. If this
                     election is made, the Service requirement at 4(a)(ii) may
                     not exceed 1/2 year and the age requirement at 4(b)(ii) may
                     not exceed 20-1/2.

          [ ] (iv)   The first day of the month or if earlier the first day of
                     the Plan Year coinciding with or following the date on
                     which an Employee meets the eligibility requirements.

          [ ] (v)    The first day of the Plan Year, or the first day of the
                     fourth, seventh or tenth month of the Plan Year coinciding
                     with or following the date on which an Employee meets the
                     eligibility requirements.

3.(d)    HOURS OF SERVICE shall be determined on the basis of the method
         selected below. Only one method may be selected. The method selected
         shall be applied to all Employees covered under the Plan as follows:

         [X]  (i)    on the basis of actual hours for which an Employee is paid
                     or entitled to payment.
         [ ]  (ii)   on the basis of days worked.

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         An Employee shall be credited with ten (10) Hours of Service if under
         paragraph 1.43 of the Plan such Employee would be credited with at
         least one (1) Hour of Service during the day.

         [ ]  (iii)  on the basis of weeks worked. An Employee shall be credited
                     with forty-five (45) Hours of Service if under paragraph
                     1.43 of the Plan such Employee would be credited with at
                     least one (1) Hour of Service during the week.

         [ ]  (iv)   on the basis of semi-monthly payroll periods. An Employee
                     shall be credited with ninety-five (95) Hours of Service if
                     under paragraph 1.43 of the Plan such Employee would be
                     credited with at least one (1) Hour of Service during the
                     semi-monthly payroll period.

         [ ]  (v)    on the basis of months worked. An Employee shall be
                     credited with one-hundred-ninety (190) Hours of Service if
                     under paragraph 1.43 of the Plan such Employee would be
                     credited with at least one (1) Hour of Service during the
                     month.

         [ ]  (vi)   on the basis of Elapsed Time, as provided in Article XVI of
                     the Plan.

3.(e)    "LIMITATION YEAR" The 12-consecutive month period commencing on APRIL 1
         and ending on MARCH 31.

         If applicable, the Limitation Year will be a short Limitation Year
         commencing on _______________________ and ending on _________________.
         Thereafter, the Limitation Year shall end on the date last specified.

3.(f)    "NET PROFIT"

         [X]   (i)     Not applicable. Profits will not be required for any
                       contributions to the Plan.

         [ ]   (ii)    As defined in paragraph 1.50 of the Plan.

         [ ]   (iii)   Shall be defined as:

   --------------------------------------------------------------------------

   (Only use if definition in paragraph 1.50 of the Plan is to be superseded.)

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                                                      Prototype Cash or Deferred
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3.(g)    "PLAN YEAR" The 12-consecutive month period commencing on APRIL 1 and
         ending on MARCH 31.

         If applicable, the Plan Year will be a short Plan Year commencing
         on_________________and ending on___________. Thereafter, the Plan Year
         shall end on the date last specified.

3.(h)    "QUALIFIED EARLY RETIREMENT AGE" For purposes of making distributions
         under the provisions of a Qualified Domestic Relations Order, the
         Plan's Qualified Early Retirement Age with regard to the Participant
         against whom the Order is entered [X] shall [ ] shall not be the date
         the Order is determined to be qualified. If "shall" is elected, this
         will only allow payout to the alternate payee(s).

3.(i)    "QUALIFIED JOINT AND SURVIVOR ANNUITY" The safe-harbor provisions of
         paragraph 8.7 of the Plan [ ] are [X] are not applicable. If not
         applicable, the survivor annuity shall be 50 % (50%, 66-2/3%, 75% or
         100%) of the annuity payable during the lives of the Participant and
         Spouse. If no answer is specified, 50% will be used.

3.(j)    "TAXABLE WAGE BASE" [paragraph 1.81]

         [X]   (i)     Not Applicable - Plan is not integrated with Social
                       Security.

         [ ]   (ii)    The maximum earnings considered wages for such Plan Year
                       under Code Section 3121(a).

         [ ]   (iii)   ______% (not more than 100%) of the amount considered
                       wages for such Plan Year under Code Section 3121(a).

         [ ]   (iv)    $_____, provided that such amount is not in excess of the
                       amount determined under subsection (ii) above.

         [ ]   (v)     For the 1989 Plan Year $10,000. For all subsequent Plan
                       Years, 20% of the maximum earnings considered wages for
                       such Plan Year under Code Section 3121(a).

NOTE:    Using less than the maximum at subsection (ii) may result in a change
         in the allocation formula in Section 7(f) hereof.

3.(k)    "YEAR OF SERVICE" (This option is not applicable if Hours of Service
         are determined on the basis of Elapsed Time selected under Section
         3(d)(vi) above.)

         (i)      For Eligibility Purposes: The 12-consecutive month period
                  during which an Employee is credited with 1000 (not more than
                  1,000) Hours of Service.

         (ii)     For Allocation Accrual Purposes: The 12-consecutive month
                  period during which an Employee is credited with 1000 (not
                  more than 1,000) Hours of Service.

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                                                      Prototype Cash or Deferred
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         (iii)    For Vesting Purposes: The 12-consecutive month period during
                  which an Employee is credited with 1000 (not more than 1,000)
                  Hours of Service.

4. ELIGIBILITY REQUIREMENTS

   Employees meeting the following Service and Age requirements shall be
   eligible to participate in the Plan unless excluded under Section 4(c) below.

         4.(a)    SERVICE:

                  [ ]  (i)       The Plan shall have no Service requirement.

                  [X]  (ii)      The Plan shall cover only Employees having
                                 completed at least 1 [not more than three (3)]
                                 Years of Service. If more than one (1) is
                                 specified, for Plan Years beginning in 1989 and
                                 later, the answer will be deemed to be one (1).

         NOTE:    If the eligibility period selected is less than one year, an
                  Employee will not be required to complete any specified number
                  of Hours of Service to receive credit for such period.

4.       (b) AGE:

         [ ]  (i)         The Plan shall have no minimum age requirement.

         [X]  (ii)        The Plan shall cover only Employees having attained
                          age 21 (not more than age 21).

4.(c)    CLASSIFICATION:

         The Plan shall cover all Employees who have met the age and Service
         requirements with the following exceptions:

         [ ]   (i)        no exceptions.

         [X]   (ii)       the Plan shall exclude Employees included in a unit of
                          Employees covered by a collective bargaining agreement
                          between the Employer and Employee Representatives, if
                          retirement benefits were the subject of good faith
                          bargaining and the agreement benefits Employees of
                          whom two percent or less are professionals, as defined
                          in Section 1.410(b)-9 of the Regulations. For this
                          purpose, the term "Employee Representative" does not
                          include any organization more than half of whose
                          members are Employees who are owners, officers, or
                          executives of the Employer.

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         [X]   (iii)      the Plan shall exclude Employees who are nonresident
                          aliens [within the meaning of Section 7701(b)(1)(B)]
                          and who receive no earned income [within the meaning
                          of Section 91 l(d)(2)] from the Employer which
                          constitutes income from sources within the United
                          States [within the meaning of Section 861(a)(3)].

         [ ]   (iv)       the Plan shall exclude from participation any
                          nondiscriminatory classification of Employees
                          determined as follows:

             ------------------------------------------------------

4.(d)    INITIAL PARTICIPANTS:

         [X] (i)   Employees employed on the Plan's Effective Date will be
                   required to satisfy both the age and Service requirements
                   specified above.

         [ ] (ii)  Employees employed on the Plan's Effective Date do not have
                   to satisfy the Service requirements specified above.

         [ ] (iii) Employees employed on the Plan's Effective Date do not have
                   to satisfy the age requirements specified above.

5. RETIREMENT AGES

5.(a)    NORMAL RETIREMENT AGE:

         If the Employer imposes a requirement that Employees retire upon
         reaching a specified age, the Normal Retirement Age selected below may
         not exceed the Employer imposed mandatory retirement age.

         [X] (i)  Normal Retirement Age shall be 65 (not to exceed age 65).

         [ ] (ii) Normal Retirement Age shall be the later of attaining age
                  ____________ (not to exceed age 65) or the ______________ (not
                  to exceed the 5th) anniversary of the first day of the first
                  Plan Year in which the Participant commenced participation in
                  the Plan.

5.(b)    EARLY RETIREMENT Age:

         [X] (i)  Not Applicable.

         [ ] (ii) The Plan shall have an Early Retirement Age of ______ (not \
                  less than 55) and completion of _____________Years of Service.

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6. EMPLOYEE CONTRIBUTIONS

   [X]   6.(a)  Participants shall be permitted to make Elective Deferrals in
                any amount from 1% up to 15% of their Compensation.

         If (a) is applicable, Participants may amend their Salary Savings
         Agreements to change the contribution percentage as provided below:

         [X]  (i)      on the first day of each month of the Plan Year.

         [ ]  (ii)     on the first day of the Plan Year and on the first day of
                       the fourth, seventh and tenth months of the Plan Year.

         [ ]  (iii)    on the first day of the Plan Year and on the first day of
                       the seventh month of the Plan Year.

         [ ]  6.(b)    Participants shall be permitted to make after tax
                       Voluntary Contributions.

         [ ]  6.(c)    Participants shall be required to make after tax
                       Voluntary Contributions as follows (Thrift Savings Plan):

         [ ]  (i)      ____% of Compensation.

         [ ]  (ii)     a percentage determined by the Employee on his or her
                       enrollment form.

NOTE:    Elective Deferrals may not be recharacterized as Voluntary
         Contributions for purposes of the Average Deferral Percentage (ADP)
         Test. The ADP Test will apply to contributions under (a) above. The
         Average Contribution Percentage (ACP) Test will apply to contributions
         under (b) and (c) above and may apply to (a).

7.       EMPLOYER CONTRIBUTIONS AND ALLOCATION

         The Employer shall make contributions to the Plan in accordance with
         the formula or formulas selected below. The Employer's contribution
         shall be subject to the limitations contained in Articles III and X of
         the Plan. For this purpose, a contribution for a Plan Year shall be
         limited for the Limitation Year which ends with or within such Plan
         Year. Also, the integrated allocation formulas below are for Plan Years
         beginning in 1989 and later. The Employer's allocation for earlier
         years shall be as specified in its Plan prior to amendment for the Tax
         Reform Act of 1986.

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7.(a)    PROFITS REQUIREMENT:

         Current or Accumulated Net Profits are not required unless otherwise
         indicated below:

         [ ]   (i)      Matching Contributions.

         [ ]   (ii)     Qualified Non-Elective Contributions.

         [ ]   (iii)    Discretionary contributions.


         NOTE:    Elective Deferrals can always be contributed regardless of
                  profits. Complete this Section in conjunction with Section
                  3(f).

[X]  7.(b)        SALARY SAVINGS AGREEMENT:

                  The Employer shall contribute and allocate to each
                  Participant's account an amount equal to the amount withheld
                  from the Compensation of such Participant pursuant to his or
                  her Salary Savings Agreement. If applicable, the maximum
                  percentage is specified in Section 6 above.

                  An Employee who has terminated his or her election under the
                  Salary Savings Agreement other than for hardship reasons may
                  not make another Elective Deferral:

                  [ ]   (i)      until the first day of the next Plan Year.

                  [X]   (ii)     for a period of 1 month(s) (not to exceed 12
                                 months).

[X]  7.(c)        MATCHING CONTRIBUTION [See Sections (g) and (h)]:

                  [X]   (i)      PERCENTAGE MATCH ON ELECTIVE DEFERRALS: The
                                 Employer shall contribute and allocate to each
                                 eligible Participant's account an amount equal
                                 to 25 % of the amount contributed and allocated
                                 in accordance with Section 7(b) above. The
                                 Employer shall not match Participant Elective
                                 Deferrals as provided above in excess of
                                 $_______ or in excess of 1 1/4 % of the
                                 Participant's Compensation.

                  [ ]   (ii)     PERCENTAGE MATCH ON VOLUNTARY CONTRIBUTIONS:
                                 The Employer shall contribute and allocate to
                                 each eligible Participant's account an amount
                                 equal to _______ % of the amount of Voluntary
                                 Contributions (if provided for under Section
                                 6(b) or 6(c) above) made in accordance with
                                 paragraphs 4.1 or 4.7 of the Plan. The Employer
                                 shall not match Voluntary Contributions in
                                 excess of $____ or in excess of %_____ of the
                                 Participant's Compensation.

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                                                      Prototype Cash or Deferred
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                  [ ]   (iii)    DISCRETIONARY MATCH: The Employer shall
                                 contribute and allocate to each eligible
                                 Participant's account a percentage of the
                                 Participant's Elective Deferral contributed and
                                 allocated in accordance with Section 7(b)
                                 above. The Employer shall set such percentage
                                 prior to the end of the Plan Year. The Employer
                                 shall not match Participant Elective

                                 Deferrals in excess of $________ or in excess
                                 of _________% of the Participant's
                                 Compensation.

                  [ ]   (iv)     TIERED MATCH: The Employer shall contribute and
                                 allocate to each Participant's account an
                                 amount equal to ________% of the first _____%
                                 of the Participant's Compensation, to the
                                 extent deferred.

                                 _____% of the next_______% of the Participant's
                                 Compensation, to the extent deferred.

                                 _____% of the next_______% of the Participant's
                                 Compensation, to the extent deferred.

         NOTE:    Percentages specified in subsection (iv) above may not
                  increase as the percentage of Participant's contribution
                  increases.

                  [X]   (v)      QUALIFIED MATCH: Matching Contributions will be
                                 treated as Qualified Matching Contributions to
                                 the extent specified below:

                                 [ ]  (A)  all Matching Contributions.

                                 [ ]  (B)  none.

                                 [X]  (C)  the amount necessary to meet the [ ]
                                           ADP Test, [ ] the ACP Test, [X] both
                                           the ADP and ACP Tests.

                  [X]   (vi)     ELIGIBILITY FOR MATCH: Matching Contributions,
                                 whether or not Qualified, will only be made on
                                 Employee Contributions:

                                 [ ]  (A)  not withdrawn prior to the end of the
                                           valuation period.

                                 [ ]  (B)  not withdrawn prior to the end of the
                                           Plan Year.

                                 [X]  (C)  without regard to their withdrawal.

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                        (vii)    MATCHING CONTRIBUTION COMPUTATION PERIOD: The
                                 time period upon which matching contributions
                                 will be based shall be:

                                 [ ]  (A)  weekly.

                                 [X]  (B)  bi-weekly.

                                 [ ]  (C)  semi-monthly.

                                 [ ]  (D)  monthly.

                                 [ ]  (E)  quarterly.

                                 [ ]  (F)  semi-annually.

                                 [ ]  (G)  annually.

[X] 7.(d)      QUALIFIED NON-ELECTIVE EMPLOYER CONTRIBUTION - [See Sections (g)
               and (h)]: These contributions are fully vested when contributed.

               The Employer shall have the right to make an additional
               discretionary contribution which shall be allocated to each
               eligible Employee in proportion to his or her Compensation as a
               percentage of the Compensation of all eligible Employees. This
               part of the Employer's contribution and the allocation thereof
               shall be unrelated to any Employee contributions made hereunder.
               The amount of Qualified Non-Elective Contributions taken into
               account for purposes of meeting the ADP or ACP Test requirements
               is:

               [ ]  (i)    all such Qualified Non-Elective Contributions.

               [ ]  (ii)   none.

               [X]  (iii)  the amount necessary to meet [ ]the ADP Test, [ ] the
                           ACP Test, [X] both the ADP and ACP Tests.

               Qualified Non-Elective Contributions will be allocated to:

               [ ]  (iv)   all Employees eligible to participate.

               [X]  (v)    only non-Highly Compensated Employees eligible to
                           participate.

[X] 7.(e)      ADDITIONAL EMPLOYER CONTRIBUTION OTHER THAN QUALIFIED
               NON-ELECTIVE CONTRIBUTIONS - Non-Integrated [See Sections (g) and
               (h)]:

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                                                      Prototype Cash or Deferred
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               The Employer shall have the right to make an additional
               discretionary contribution which shall be allocated to each
               eligible Employee in proportion to his or her Compensation as a
               percentage of the Compensation of all eligible Employees. This
               part of the Employer's contribution and the allocation thereof
               shall be unrelated to any Employee contributions made hereunder.

[ ] 7.(f)      ADDITIONAL EMPLOYER CONTRIBUTION - Integrated Allocation Formula
               [See Sections (g) and (h)


               The Employer shall have the right to make an additional
               discretionary contribution. The Employer's contribution for the
               Plan Year plus any forfeitures shall be allocated to the accounts
               of eligible Participants as follows:

                  (i)      First, to the extent contributions and forfeitures
                           are sufficient, all Participants will receive an
                           allocation equal to 3% of their Compensation.

                  (ii)     Next, any remaining Employer Contributions and
                           forfeitures will be allocated to Participants who
                           have Compensation in excess of the Taxabable Wage
                           Base (excess Compensation). Each such Participant
                           will receive an allocation in the ratio that his or
                           her excess Compensation bears to the excess
                           Compensation of all Participants. Participants may
                           only receive an allocation of 3 % of excess
                           Compensation.

                  (iii)    Next, any remaining Employer contributions and
                           forfeitures will be allocated to all Participants in
                           the ratio that their Compensation plus excess
                           Compensation bears to the total Compensation plus
                           excess Compensation of all Participants. Participants
                           may only receive an allocation of up to 2.7 % of
                           their Compensation plus excess Compensation, under
                           this allocation method. If the Taxable Wage Base
                           defined at Section 30) is less than or equal to the
                           greater of $10,000 or 20% of the maximum, the 2.7%
                           need not be reduced. If the amount specified is
                           greater than the greater of $10,000 or 20% of the
                           maximum Taxable Wage Base, but not more than 80 %,
                           2.7 % must be reduced to 1.3%. If the amount
                           specified is greater than 80% but less than 100% of
                           the maximum Taxable Wage Base, the 2.7 % must be
                           reduced to 2.4 %.

                           NOTE:            If the Plan is not Top-Heavy or if
                                            the Top-Heavy minimum contribution
                                            or benefit is provided under another
                                            Plan [see Section II(c)(ii)]
                                            covering the same Employees,
                                            subsections (i) and (ii) above may
                                            be disregarded and 5.7%, 4.3% or
                                            5.4% may be substituted for 2.7 %,
                                            1.3 % or 2.4 % where it appears in
                                            (iii) above.

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                  (iv)     Next, any remaining Employer contributions and
                           forfeitures will be allocated to all Participants
                           (whether or not they received an allocation under the
                           preceding paragraphs) in the ratio that each
                           Participant's Compensation bears to all Participants'
                           Compensation.

NOTE:    Only one plan maintained by the Employer may be integrated with Social
         Security.

7.(g)    ALLOCATION OF EXCESS AMOUNTS (ANNUAL ADDITIONS)

         In the event that the allocation formula above results in an Excess
         Amount, such excess shall be distributed to the Participant to the
         extent such excess does not exceed the Participant's Elective
         Deferrals, non-deductible Employee Voluntary and Required Voluntary
         Contributions. To the extent the Excess Amount exceeds the sum of the
         aforementioned Employee contributions, such excess shall be:

         [X]    (i)    placed in a suspense account accruing no gains or losses
                       for the benefit of the Participant.

         [ ]    (ii)   reallocated as additional Employer contributions to all
                       other Participants to the extent that they do not have
                       any Excess Amount.

7.(h)    MINIMUM EMPLOYER CONTRIBUTION UNDER TOP-HEAVY PLANS:

         For any Plan Year during which the Plan is Top-Heavy, the sum of the
         contributions and forfeitures as allocated to eligible Employees under
         Sections 7(e), 7(f) and 9 of this Adoption Agreement shall not be less
         than the amount required under paragraph 14.2 of the Plan. Top-Heavy
         minimums will be allocated to:

         [X]    (i)    all eligible Participants.

         [ ]    (ii)   only eligible non-Key Employees who are Participants.

  7.(i)  RETURN OF EXCESS CONTRIBUTIONS AND/OR EXCESS AGGREGATE CONTRIBUTIONS:

         In the event that one or more Highly Compensated Employees is subject
         to both the ADP and ACP tests and the sum of such tests exceeds the
         Aggregate Limit, the limit will be satisfied by reducing the ADP and/or
         the ACP of the affected Highly Compensated Employees.

8. ALLOCATIONS TO TERMINATED EMPLOYEES

         (This option is not applicable if Hours of Service are determined on
         the basis of Elapsed Time selected under Section 3(d)(vi) above.)

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                                                      Prototype Cash or Deferred
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         [ ] 8.(a)   The Employer will not allocate Employer-related
                     contributions to Employees who terminate during a Plan
                     Year, unless required to satisfy the requirements of Code
                     Section 401(a)(26) and 410(b). (These requirements are
                     effective for 1993 Plan Year and for subsequent Plan
                     Years.)

         [X] 8.(b)   The Employer will allocate Employer matching and other
                     related contributions as indicated below to Employees who
                     terminate during the Plan Year as a result of:


                      MATCHING      OTHER

                    [X]    [X]   (i)      retirement.

                    [X]    [X]   (ii)     Disability.

                    [X]    [X]   (iii)    death.

                    [ ]    [ ]   (iv)     other termination of employment
                                          provided that the Participant has
                                          completed a Year of Service as defined
                                          for Allocation Accrual Purposes.

                    [X]    [ ]   (v)      other termination of employment even
                                          though the Participant has not
                                          completed a Year of Service.

                    [ ]    [ ]   (vi)     termination of employment (for any
                                          reason) provided that the Participant
                                          had completed a Year of Service for
                                          Allocation Accrual Purposes.

9. ALLOCATION OF FORFEITURES

      NOTE:       Forfeitures of Excess Aggregate Contributions shall be applied
                  at the end of the Plan Year in which they occur to reduce
                  Employer Contributions. Subsections (a), (b), (c) and (d)
                  below apply to forfeitures of amounts other than Excess
                  Aggregate Contributions.

9.(a)    ALLOCATION ALTERNATIVES:

         If forfeitures are allocated to Participants, such allocation shall be
         done in the same manner as the Employer's contribution.

         [ ]  (i)     Not Applicable. All contributions are always fully vested.

         [ ]  (ii)    Forfeitures shall be applied to reduce the Employer's
                      contribution for such Plan Year.

                                       15
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                                                      Prototype Cash or Deferred
                                                        Profit-Sharing Plan #002

         [X]  (iii)   Forfeitures shall be allocated to Participants in the same
                      manner as the Employer's contribution.

                  (A)      Amount attributable to Employer discretionary
                           contributions and Top-Heavy minimums will be
                           allocated to:

                           [X]   all eligible Participants under the Plan.

                           [ ]   only those Participants eligible for an
                                 allocation of matching contributions in the
                                 current year.

                  (B)      Amounts attributable to Employer Matching
                           contributions will be allocated to:

                           [ ]   all eligible Participants.

                           [X]   only those Participants eligible for
                                 allocations of matching contributions in the
                                 current year.

9.(b)    REALLOCATION DATE FOR PLANS using daily valuations shall be the end of
         the next Plan Year immediately following receipt of a cash out
         distribution.

9.(c)    DATE FOR REALLOCATION (for Plans using other than daily valuations):

         [ ] (i)   Forfeitures shall be reallocated at the end of the Plan
                   Year during which the former Participant incurs his or her
                   fifth consecutive one year Break In Service.

         [ ] (ii)  Forfeitures will be reallocated as of the next Valuation
                   Date.

         [ ] (iii) Forfeitures shall be reallocated at the end of the Plan Year
                   during which the former Employee incurs a one-year Break In
                   Service.

         [ ] (iv)  Forfeitures will be reallocated as of the Plan Year end.

9.(d)    RESTORATION OF FORFEITURES:

         If amounts are forfeited prior to five consecutive one-year Breaks in
         Service, the Funds for restoration of account balances will be obtained
         from the following resources in the order indicated (fill in the
         appropriate number):

         [1] (i)   current year's forfeitures.

         [2] (ii)  additional Employer contributions.

         [ ] (iii) income or gain to the Plan.

                                       16
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                                                      Prototype Cash or Deferred
                                                        Profit-Sharing Plan #002

10. CASH OPTION

[X]      10.(a)   The Employer may permit a Participant to elect to defer to the
                  Plan an amount not to exceed 100 % of any Employer paid cash
                  bonus made for such Participant for any year. A Participant
                  must file an election to defer such contribution at least
                  fifteen (15) days prior to the end of the Plan Year. If the
                  Employee fails to make such an election, the entire Employer
                  paid cash bonus to which the Participant would be entitled
                  shall be paid as cash and not to the Plan. Amounts deferred
                  under this section shall be treated for all purposes as

                  Elective Deferrals. Notwithstanding the above, the election to
                  defer must be made before the bonus is made available to the
                  Participant.

[ ]      10.(b)   Not Applicable.

11. LIMITATIONS ON ALLOCATIONS

THIS SECTION IS NOT APPLICABLE IF THIS IS THE ONLY PLAN THE EMPLOYER MAINTAINS
OR EVER MAINTAINED. PLANS INCLUDE WELFARE BENEFIT FUNDS AS DESCRIBED IN CODE
SECTION 419(E) OR AN INDIVIDUAL MEDICAL ACCOUNT AS DEFINED UNDER CODE SECTION
415(L)(2) UNDER WHICH AMOUNTS ARE TREATED AS ANNUAL ADDITIONS.

[ ]      11.(a)   If the Participant is covered under another qualified Defined
                  Contribution Plan maintained by the Employer, other than a
                  Master or Prototype Plan:

                  [ ]      (i)      the provisions of Article X of the Plan will
                                    apply, as if the other plan were a Master or
                                    Prototype Plan.

                  [ ]      (ii)     Attach provisions stating the method under
                                    which the plans will limit total Annual
                                    Additions to the Maximum Permissible Amount,
                                    and will properly reduce any Excess Amounts,
                                    in a manner that precludes Employer
                                    discretion.

[ ]      11.(b)   If a Participant is or ever has been a participant in a
                  Defined Benefit Plan maintained by the Employer:

                  Attach provisions which will satisfy the 1.0 limitation of
                  Code Section 415(e). Such language must preclude Employer
                  discretion. The Employer must also specify the interest and
                  mortality assumptions used in determining Present Value in the
                  Defined Benefit Plan.

[ ]      11.(c)   The minimum contribution or benefit required under Code
                  Section 416 relating to Top-Heavy Plans shall be satisfied by
                  either:

                  [ ]      (i)      this Plan.

                  [ ]      (iii)

                                       17
<PAGE>   18
                                                      Prototype Cash or Deferred
                                                        Profit-Sharing Plan #002

                           (Name of other qualified plan of the Employer).

                  [ ]      (iii)    Attach provisions stating the method under
                                    which the minimum contribution and benefit
                                    provisions of Code Section 416 will be
                                    satisfied. If a Defined Benefit Plan is or
                                    was maintained, an attachment must be
                                    provided showing interest and mortality
                                    assumptions used in the Top-Heavy Ratio.

12. VESTING

12(a)    COMPUTATION PERIOD: (This option is not applicable if Hours of Service
         are determined on the basis of Elapsed Time selected under Section
         3(d)(vi) above.)

                  The computation period for purposes of determining Years of
                  Service and Breaks in Service for purposes of computing a
                  Participant's nonforfeitable right to his or her account
                  balance derived from Employer contributions:

                  [ ]      (i)      shall not be applicable since Participants
                                    are always fully vested.

                  [X]      (ii)     shall commence on the first day of the Plan
                                    Year during which an Employee first performs
                                    an Hour of Service for the Employer and each
                                    such subsequent 12-consecutive month period
                                    shall commence on the anniversary thereof.

         A Participant shall receive credit for a Year of Service if he or she
         completes at least 1,000 Hours of Service [or if lesser, the number of
         hours specified at 3(k)(iii) of this Adoption Agreement] at any time
         during the 12-consecutive-month computation period. Consequently, a
         Year of Service may be earned prior to the end of the
         12-consecutive-month computation period and the Participant need not be
         employed at the end of the 12-consecutive-month computation period to
         receive credit for a Year of Service.

                                       18
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                                                      Prototype Cash or Deferred
                                                        Profit-Sharing Plan #002

12.(b)   VESTING SCHEDULES:

         Contributions under Sections 6(a),(b),(c), 7(c)(v) and (d) are always
         fully vested.

NOTE:    The vesting schedules below only apply to a Participant who has at
         least one Hour of Service during or after the 1989 Plan Year. If
         applicable, Participants who separated from Service prior to the 1989
         Plan Year will remain under the vesting schedule as in effect in the
         Plan prior to amendment for the Tax Reform Act of 1986.

[ ]  (i)      Full and immediate vesting.

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

               1        2        3       4        5        6        7
               -        -        -       -        -        -        -

[ ]  (ii)     __%     100%

[ ]  (iii)    __%      __%     100%

[X]  (iv)     0 %      20%      40%     60%      80%     100%

[ ]  (v)      __%      __%      20%     40%      60%      80%      100%

[ ]  (vi)     10%      20%      30%     40%      60%      80%      100%

[ ]  (vii)    __%      __%      __%     __%     100%

[ ]  (viii)   __%      __%      __%     __%      __%      __%      100%

         NOTE:    The percentages selected for schedule (viii) may not be less
                  for any year than the percentages shown at schedule (v).

                  [X]      (A)      All contributions other than those which are
                                    fully vested when contributed will vest
                                    under schedule IV above.

                  [ ]      (B)      All Matching Contributions will vest under
                                    schedule_________above. All other Employer
                                    contributions other than those which are
                                    fully vested when contributed will vest
                                    under schedule _________above.

12.(c)   SERVICE DISREGARDED FOR VESTING:

                  [ ]      (i)      Not Applicable. All Service shall be
                                    considered.

                  [X]      (ii)     Service prior to the Effective Date of this
                                    Plan or a predecessor plan shall be
                                    disregarded when computing a Participant's
                                    vested and nonforfeitable interest.

                                       19
<PAGE>   20
                                                      Prototype Cash or Deferred
                                                        Profit-Sharing Plan #002

                  [ ]      (iii)    Service prior to a Participant having
                                    attained age 18 shall be disregarded when
                                    computing a Participant's vested and
                                    nonforfeitable interest.

12.(d)   TOP-HEAVY VESTING:

         Each Participant shall acquire a vested and nonforfeitable percentage
         in his or her account balance attributable to Employer contributions
         and the earnings thereon under the procedures selected above except
         with respect to any Plan Year during which the Plan is Top-Heavy, in
         which case the [X] Two-twenty vesting schedule [Section 12(b)(iv)] [ I
         Three-Year Cliff vesting schedule [Section 12(b)(iii)] shall
         automatically apply unless the Employer has already elected a faster
         vesting schedule. If the Plan is switched to Section 12(b)(iii) or
         12(b)(iv) because of its Top-Heavy status, that vesting schedule will
         remain in effect, even if the Plan later becomes non-Top-Heavy, until
         the Employer executes an amendment of this Adoption Agreement
         indicating otherwise.

13. SERVICE WITH PREDECESSOR ORGANIZATION

         For purposes of satisfying the Service requirements for Eligibility and
         Vesting, Hours of Service shall include Service with the following
         predecessor organization(s):

         Capital Oil and Gas, Inc.
         -------------------------
         Trinity Oil and Gas, Inc.
         -------------------------

14.  ROLLOVER/TRANSFER CONTRIBUTIONS

14.(a)   Rollover Contributions, as described at paragraph 4.3 of the Plan, [X]
         shall [ ] shall not be permitted. If permitted, Employees [X] may [ ]
         may not make Rollover Contributions prior to meeting the eligibility
         requirements for participation in the Plan.

14.(b)   Transfer Contributions, as described at paragraph 4.4 of the Plan [ ]
         shall [X] shall not be permitted. If permitted, Employees [ ]may [ ]
         may not make Transfer Contributions prior to meeting the eligibility
         requirements for participation in the Plan.

NOTE:    Even if available, the Employer may refuse to accept such contributions
         -if its Plan meets the safe-harbor rules of paragraph 8.7 of the Plan.

15. HARDSHIP WITHDRAWALS

         Hardship withdrawals, as provided for in paragraph 6.9 of the Plan [X]
         [ ]are not permitted.

                                       20
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                                                      Prototype Cash or Deferred
                                                        Profit-Sharing Plan #002

16. PARTICIPANT LOANS

         Participant loans, as provided for in paragraph 13.4 of the Plan, [X]
         are [ ]are not permitted. If permitted, repayments of principal and
         interest shall be repaid to the Participant's segregated account.

17. EMPLOYER INVESTMENT DIRECTION

         The Employer investment direction provisions, as set forth in paragraph
         13.5 of the Plan [ ] shall [X] shall not be applicable.

18. EMPLOYEE INVESTMENT DIRECTION

         The Employee investment direction provisions, as set forth in paragraph
         13.6 of the Plan [X] shall [ ]shall not be applicable.

NOTE:    To the extent that Employee investment direction was previously
         allowed, the Trustee shall have the right to either make the assets
         part of the general Trust, or leave them as separately invested subject
         to the provisions of paragraph 13.6 of the Plan.

19. EARLY PAYMENT OPTION

19.(a)   A Participant who separates from Service prior to retirement, death or
         Disability [X] may [ ]may not make application to the Employer
         requesting an early payment of his or her vested account balance.
         Amounts under $3,500 [X] will [ ] will not be cashed out immediately.

19.(b)   A Participant who has not separated from Service [ ] may [X] may not
         obtain a distribution of his or her vested Employer contributions.
         Distribution can only be made if the Participant has completed five
         Years of Service.

19.(c)   A Participant who has attained age 59-1/2 and has not separated from
         Service [ ] may [X] may not obtain a distribution of his or her vested
         Employer contributions.

19.(d)   A Participant who has attained the Plan's Normal Retirement Age and who
         has not separated from Service [X] may [ ]may not receive a
         distribution of his or her vested account balance.

NOTE:    If the Participant has had the right to withdraw his or her account
         balance in the past, this right may not be taken away. Notwithstanding
         the above to the contrary, required minimum distributions will be paid.
         For timing of distributions, see Section 20(a) below.

                                       21
<PAGE>   22
                                                      Prototype Cash or Deferred
                                                        Profit-Sharing Plan #002

20. DISTRIBUTION OPTIONS

20.(a)   TIMING OF DISTRIBUTIONS:

         In cases of termination for other than death, Disability or retirement,
         benefits shall be paid:

                  [ ]      (i)      as soon as administratively feasible
                                    following the close of the valuation period
                                    during which a distribution is requested or
                                    is otherwise payable.

                  [ ]      (ii)     as soon as administratively feasible
                                    following the close of the Plan Year during
                                    which a distribution is requested or is
                                    otherwise payable.

                  [X]      (iii)    as soon as administratively feasible
                                    following the date on which a distribution
                                    is requested or is otherwise payable.

                  [ ]      (iv)     as soon as administratively feasible after
                                    the close of the Plan Year during which the
                                    Participant incurs a one-year Break in
                                    Service.

                  [ ]      (v)      only after the Participant has achieved the
                                    Plan's Normal Retirement Age, or Early
                                    Retirement Age, if applicable.

                  In cases of death, Disability or retirement, benefits shall be
                  paid:

                  [ ]      (vi)     as soon as administratively feasible
                                    following the close of the valuation period
                                    during which a distribution is requested or
                                    is otherwise payable.

                  [ ]      (vii)    as soon as administratively feasible
                                    following the close of the Plan Year during
                                    which a distribution is requested or is
                                    otherwise payable.

                  [X]      (viii)   as soon as administratively feasible
                                    following the date on distribution is
                                    requested or is otherwise payable.

20.(b)   OPTIONAL FORMS OF PAYMENT:

          [X]     (i)       Lump Sum.

          [ ]     (ii)      Installment Payments.

          [ ]     (iii)     Other form(s) as previously provided.
                            (Indicate all forms that apply):____________________

                                       22
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                                                      Prototype Cash or Deferred
                                                        Profit-Sharing Plan #002


20.(c)   RECALCULATION OF LIFE EXPECTANCY:

         In determining required distributions under the Plan, a Participant
         and/or Spouse (Surviving Spouse) [X] shall [ ] shall not have the right
         to have their life expectancy recalculated annually.

         If "shall",

         [ ]    only the Participant shall be recalculated.

         [ ]    both the Participant and Spouse shall be recalculated.

         [X]    who is recalculated shall be determined by the Participant.

21.  SPONSOR CONTACT

         Employers should direct questions concerning the language contained in
         and the qualification of the Prototype to:

         Capital Guardian Trust Company
         Corporate Employee Benefits Department
         (Phone Number) (714) 671-7000

         In the event that the Sponsor amends, discontinues or abandons this
         Prototype Plan, notification will be provided to the Employer at the
         address provided on the first page of this Adoption Agreement.

                                       23
<PAGE>   24
                                                      Prototype Cash or Deferred
                                                        Profit-Sharing Plan #002

22. SIGNATURES:

         DUE TO THE SIGNIFICANT TAX RAMIFICATIONS, THE SPONSOR RECOMMENDS THAT
         BEFORE THE EMPLOYER EXECUTE THIS ADOPTION AGREEMENT, THE EMPLOYER
         CONTACT ITS ATTORNEY OR TAX ADVISOR.

(a)      EMPLOYER DELEGATE OR COMMITTEE APPOINTMENT:

         The Employer has appointed the following individual(s) to act on behalf
         of the Employer regarding all communications and requests between the
         Employer and the Recordkeeper, pursuant to the terms and conditions of
         the Plan. Unless otherwise directed by the Employer in written
         directions to the Recordkeeper, the Recordkeeper may act upon the
         instructions of any one of the persons listed below.

             NAME(S) (please type or print)          SIGNATURE(S)

1.          Garry Regan                           1. /s/ Garry Regan
    ---------------------------                     ---------------------------

    ---------------------------
    ADDRESS

2.                                                2.
    ---------------------------                     ---------------------------

    ---------------------------
    ADDRESS

3.                                                3.
    ---------------------------                     ---------------------------

    ---------------------------
    ADDRESS

                                       24
<PAGE>   25
                                                      Prototype Cash or Deferred
                                                        Profit-Sharing Plan #002

(b)      EMPLOYER:

         Name and address of Employer if different than specified in Section I
         above.

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         The Employer hereby adopts the Plan, appoints Capital Guardian Trust
         Company as Trustee and directs that contributions to the Plan shall be
         invested in accordance with the instructions provided by it. The
         Employer has read the Plan and Trust and Adoption Agreement, agrees to
         the terms and conditions set forth therein and has consulted with an
         attorney about the effect of establishing the Plan.

         This agreement and the corresponding provisions of the Plan and Trust
         Basic Plan Document #03 were adopted by the Employer the 29 day of
         April, 2000



         SIGNED FOR THE EMPLOYER BY:    Garry Regan
                                        --------------

         TITLE:                         President
                                        --------------

         SIGNATURE:                     /s/Garry Regan
                                        --------------

         THE EMPLOYER UNDERSTANDS THAT ITS FAILURE TO PROPERLY COMPLETE THE
         ADOPTION AGREEMENT MAY RESULT IN DISQUALIFICATION OF ITS PLAN.

         Employer's Reliance: The adopting Employer may not rely on an opinion
         letter issued by the National Office of the Internal Revenue Service as
         evidence that the Plan is qualified under Code Section 401. In order to
         obtain reliance with respect to Plan qualification, the Employer must
         apply to the appropriate Key District Office for a determination
         letter.

         This Adoption Agreement may only be used in conjunction with Basic Plan
         Document #03.

                                       25
<PAGE>   26
                                                      Prototype Cash or Deferred
                                                        Profit-Sharing Plan #002

(b)      EMPLOYER:

         Name and address of Employer if different than specified in Section I
         above.

         NORTH COAST OPERATING, INC.
         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         The Employer hereby adopts the Plan, appoints Capital Guardian Trust
         Company as Trustee and directs that contributions to the Plan shall be
         invested in accordance with the instructions provided by it. The
         Employer has read the Plan and Trust and Adoption Agreement, agrees to
         the terms and conditions set forth therein and has consulted with an
         attorney about the effect of establishing the Plan.

         This agreement and the corresponding provisions of the Plan and Trust
         Basic Plan Document #03 were adopted by the Employer the 29 day of
         April, 2000.

         SIGNED FOR THE EMPLOYER BY:      Garry Regan
                                          ----------------------------

         TITLE:                           President
                                          ------------------------------

         SIGNATURE:                       /s/ Garry Regan
                                          ------------------------------

         THE EMPLOYER UNDERSTANDS THAT ITS FAILURE TO PROPERLY COMPLETE THE
         ADOPTION AGREEMENT MAY RESULT IN DISQUALIFICATION OF ITS PLAN.

         Employer's Reliance: The adopting Employer may not rely on an opinion
         letter issued by the National Office of the Internal Revenue Service as
         evidence that the Plan is qualified under Code Section 401. In order to
         obtain reliance with respect to Plan qualification the E I District
         Office for a determination letter.

         This Adoption Agreement may only be used in conjunction with Basic Plan
         Document #03.

                                       26
<PAGE>   27
                                                      Prototype Cash or Deferred
                                                        Profit-Sharing Plan #002

(b)      EMPLOYER:

         Name and address of Employer if different than specified in Section I
         above.

         NCE SECURITIES, INC.
         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         The Employer hereby adopts the Plan, appoints Capital Guardian Trust
         Company as Trustee and directs that contributions to the Plan shall be
         invested in accordance with the instructions provided by it. The
         Employer has read the Plan and Trust and Adoption Agreement, agrees to
         the terms and conditions set forth therein and has consulted with an
         attorney about the effect of establishing the Plan.

         This agreement and the corresponding provisions of the Plan and Trust
         Basic Plan Document #03 were adopted by the Employer the 29 day of
         April, 2000.


         SIGNED FOR THE EMPLOYER BY:    Garry Regan
                                        -------------------------------

         TITLE:                         President
                                        -------------------------------

         SIGNATURE:                     /s/ Garry Regan
                                        --------------------------------

         The Employer understands that its failure to properly complete the
         Adoption Agreement may result in disqualification of its Plan.

         Employer's Reliance: The adopting Employer may not rely on an opinion
         letter issued by the National Office of the Internal Revenue Service as
         evidence that the Plan is qualified under Code Section 401. In order to
         obtain reliance with respect to Plan qualification, the Employer must
         apply to the appropriate Key District Office for a determination
         letter.

         This Adoption Agreement may only be used in conjunction with Basic Plan
         Document #03.

                                       27
<PAGE>   28
                                                      Prototype Cash or Deferred
                                                        Profit-Sharing Plan #002

(b)      EMPLOYER:

         Name and address of Employer if different than specified in Section I
         above.

         PEAKE ENERGY, INC.
         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         The Employer hereby adopts the Plan, appoints Capital Guardian Trust
         Company as Trustee and directs that contributions to the Plan shall be
         invested in accordance with the instructions provided by it. The
         Employer has read the Plan and Trust and Adoption Agreement, agrees to
         the terms and conditions set forth therein and has consulted with an
         attorney about the effect of establishing the Plan.

         This agreement and the corresponding provisions of the Plan and Trust
         Basic Plan Document #03 were adopted by the Employer the 29 day of
         April, 2000.

         SIGNED FOR THE EMPLOYER BY:    Garry Regan
                                        ---------------------------

         TITLE:                         President
                                        ---------------------------

         SIGNATURE:                     /s/ Garry Regan
                                        ---------------------------

         The Employer understands that its failure to properly complete the
         Adoption Agreement may result in disqualification of its Plan.

         Employer's Reliance: The adopting Employer may not rely on an opinion
         letter issued by the National Office of the Internal Revenue Service as
         evidence that the Plan is qualified under Code Section 401. In order to
         obtain reliance with respect to Plan qualification, the Employer must
         apply to the appropriate Key District Office for a determination
         letter.

         This Adoption Agreement may only be used in conjunction with Basic Plan
         Document #03.

                                       28
<PAGE>   29
                                                      Prototype Cash or Deferred
                                                        Profit-Sharing Plan #002


(c)      TRUSTEE APPOINTMENT AND ACCEPTANCE:

         The Employer hereby appoints Capital Guardian Trust Company to serve as
         Trustee, and such Trustee, hereby confirms acceptance of the
         appointment and duties pursuant to the accompanying Plan and Adoption
         Agreement.

         SIGNED FOR THE TRUSTEE BY:    Herman Martinez
                                       ----------------------------

         TITLE:                        ASST. V.P.
                                       ----------------------------

         SIGNATURE:                    /s/ Herman Martinez  5/16/00
                                       ----------------------------

NOTE: In accordance with paragraph 13.7 of Basic Plan Document #03 an additional
trustee may be appointee to govern Plan assets held outside the Fund. If so, the
additional trustee shall be appointed in a separate trust agreement.

                                       29