<PAGE>


                                                                   EXHIBIT 10.17
                           ADOPTION AGREEMENT # 009
               NONSTANDARDIZED CODE (S)401(k) PROFIT SHARING PLAN

     The undersigned, National Home Centers, Inc. ("Employer"), by executing
                      ----------------------------
this Adoption Agreement, elects to become a participating Employer in the Dean
                                                                          ----
Witter Versatile Investment Program Defined Contribution Master Plan (basic plan
------------------------------------
document # 01 ) by adopting the accompanying Plan and Trust in full as if the
Employer were a signatory to that Agreement. The Employer makes the following
elections granted under the provisions of theMaster Plan.

                                   ARTICLE I
                                  DEFINITIONS

1.02 TRUSTEE. The Trustee executing this Adoption Agreement is: (Choose (a) or
     ---------
(b))

[ ]  (a)    A discretionary Trustee. See Section 10.03[A] of the Plan.

[X]  (b) A nondiscretionary Trustee. See Section 10.03 [B] of the Plan. [Note:
The Employer may not elect Option (b)if a Custodian executes the Adoption
Agreement.]

1.03 PLAN. The name of the Plan as adopted by the Employer is National Home
                                                              -------------
Centers, Inc. 401 (k) Retirement Plan. of (b) through (g))
--------------------------------------

1.07 EMPLOYEE. The following Employees are not eligible to participate in the
Plan: (Choose fa) or at least one

    (a) No exclusions.
[X] (b) Collective bargaining employees (as defined in Section 1.07 of the
Plan). [Note: If the Employer excludes union employees from the Plan, the
Employer must be able to provide evidence that retirement benefits were the
subject of goodfaith bargaining]

    (c) Nonresident aliens who do not receive any earned income (as defined in
Code (S)91 l(d)(2)) from the Employer which constitutes United States source
income (as defined in Code (S)861(a)(3)).

    (d) Commission Salesmen.

    (e) Any Employee compensated on a salaried basis.

    (f) Any Employee compensated on an hourly basis.

    (g) (Specify)

Leased Employees. Any Leased Employee treated as an Employee under Section 1.31
of the Plan, is: (Choose (h) or (i))

[X] (h) Not eligible to participate in the Plan.

    (i) Eligible to participate in the Plan, unless excluded by reason of an
exclusion class)fication



<PAGE>

        elected under this Adoption Agreement Section 1.07.


Related Employers. If any member of the Employer's related group (as defined in
Section 1.30 of the Plan) executes a Participation Agreement to this Adoption
Agreement, such member's Employees are eligible to participate in this Plan
unless excluded by reason of an exclusion class)fication elected under this
Adoption Agreement Section 1.07. In addition: choose fj) or fkJ)

[X] (j) No other related group member's Employees are eligible to participate
in the Plan.

    (k) The following nonparticipating related group member's Employees are
eligible to participate in the Plan unless excluded by reason of an exclusion
class)fication elected under this Adoption Agreement Section 1.07:.

1.12  COMPENSATION.

Treatment of elective contributions. (Choose (a) or (b))

[X] (a)  "Compensation" includes elective contributions made by the Employer on
the Employee's behalf.

1 ]  (b)  "Compensation" does not include elective contributions.

Modifications to Compensation definition. (Choose (c) or at least one of (d)
through (j))
(c)  No mod)fications other than as elected under Options (a) or (b).

(d)  The Plan excludes Compensation in excess of $ ___

[X]  (e)In lieu of the definition in Section 1.12 of the Plan, Compensation
means any earnings reportable as W-2 wages for Federal income tax withholding
purposes, subject to any other election under this Adoption Agreement Section
1.12.

(f) The Plan excludes bonuses.

(g) The Plan excludes overtime.

(h) The Plan excludes Commissions.

(i)  Compensation will not include Compensation from a related employer (as
     defined in Section 1.30 of the Plan) that has not executed a Participation
     Agreement in this Plan unless, pursuant to Adoption Agreement Section 1.07,
     the Employees of that related employer are eligible to participate in this
     Plan. If, for any Plan Year, the Plan uses permitted disparity in the
     contribution or allocation formula elected under Article III, any election
     of Options (f), (g), (h) or (j) is ineffective for such Plan Year with
     respect to any Nonhighly Compensated Employee.

Special definition for matching contributions. "Compensation" for purposes of
any matching contribution formula under Article III means: (Choose(k) or (l)
only if applicable)



<PAGE>

[X]  (k)  Compensation as defined in this Adoption Agreement Section 1.12.

[ ]  (1)  (Specify) ___.

Special definition for salary reduction contributions. An Employee's salary
reduction agreement applies to his Compensation determined prior to the
reduction authorized by that salary reduction agreement, with the following
exceptions: (Choose (m) or at least one of (n) or (o), if applicable)

[X]  (m) No exceptions.

[ ]  (n) If the Employee makes elective contributions to another plan maintained
by the Employer, the Advisory Committee will determine the amount of the
Employee's salary reduction contribution for the withholding period: (Choose (l)
or (2))

[ ]  (1) After the reduction for such period of elective contributions to the
other plan(s).

[ ] (2) Prior to the reduction for such period of elective contributions to the
other plan(s).

[ ]  (o)   (Specify)___,

1.17 PLAN YEAR/LIMITATION YEAR.

Plan Year. Plan Year means: (Choose (a) or (b))

[X]  (a) The 12 consecutive month period ending every December 31
[ ]  (b)                                                         fSpecif ) ___

Limitation Year. The Limitation Year is: (Choose (c) or fd))

[X]  (c) The Plan Year.

[ ]  (d) The 12 consecutive month period ending every ___.

1.18  EFFECTIVE DATE.

New Plan. The "Effective Date" of the Plan is ___

Restated Plan. The restated Effective Date is August 1, 2000 . This Plan is a
substitution and amendment of an existing retirement plan(s) originally
established January 1, 1983 [Note: See the Effective Date Addendum.]

1.27  HOUR OF SERVICE. The crediting method for Hours of Service is: (Choose (a)
      -----------------
or (b))

[X]  (a) The actual method.
[ ]  (b) The equivalency method, except:


         [ ] (1)     No exceptions
         [ ] (2)     The actual method applies for purposes of: (Choose at least
one)



<PAGE>

              (a)  Participation under Article II.

               (b) Vesting under Article V.

               (c) Accrual of benefits under Section 3.06.

Note: On the blank line, insert "daily, " "weekly," "semi-monthly payroll
periods" or "monthly."]

1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor service
     --------------------------------
the Plan must credit by reason of Section 1.29 of the Plan, the Plan credits
Service with the following predecessor employer(s): N/A. Service with the
designated predecessor employer(s) applies: (Choose at least one of (a) or (b);
(c) is available only in addition to (a) or (b))

[ ]  (a)  For purposes of participation under Article II.

[ ]  (b)  For purposes of vesting under Article V.

[ ]  (c)  Except the following Service:

[Note: If the Plan does not credit any predecessor service under this provision,
insert "N/A " in the first blank line. The Employer may attach a schedule to
this Adoption Agreement, in the same format as this Section 1.29, designating
additional predecessor employers and the applicable service crediting
elections.]

      1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in the Plan
           ----------------
and also participates in a plan mai~tained by the leasing organization: (Choose
(a) or (b))

     (a) The Advisory Committee will determine the Leased Employee's allocation
of Employer contributions under Article III without taking into account the
Leased Employee's allocation, if any, under the leasing organization's plan.

(b)  The Advisory Committee will reduce the Leased Employee's allocation of
     Employer nonelective contributions (other than designated qualified
nonelective contributions) under this Plan by the Leased Employee's allocation
under the leasing organization's plan, but only to the extent that allocation is
attributable to the Leased Employee's service provided to the Employer. The
leasing organization's plan:

[ ]  (1) Must be a money purchase plan which would satisfy the definition under
     Section 1.31 of a safe harbor plan, irrespective of whether the safe harbor
     exception applies.

[ ] (2) Must satisfy the features and, if a defined benefit plan, the method of
    reduction described in an addendum to this Adoption Agreement, numbered
    1.31.


                                   ARTICLE II
                             EMPLOYEE PARTICIPANTS

2.0 1 ELIGIBILITY.
<PAGE>

Eligibility conditions. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose (a) or (b) or both, (c) is
optional as an additional election)

[X]  (a) Attainment of age 21 fspecify age, not exceeding 21).

[X]  (b) Service requirement. (Choose one of fl) through f3))

     [X} (1) One Year of Service
       [  ]  (2) ____ months(not exceeding12) following the Employee's
Commencement date
       [  ]  (3) One Hour of Service.

[ ]  (c) Special requirements for non-40 l (k) portion of plan. (Make elections
under (l) and under (2))

(l)  The requirements of this Option (c) apply to participation in: (Choose at
least one of (a) through (c))

[ ]  (a) The allocation of Employer nonelective contributions and
Participant forfeitures.

[ ]  (b) The allocation of Employer matching contributions (including
     forfeitures allocated as matching contributions).

[ ]  (c) The allocation of Employer qualified nonelective contributions.

(2)  For participation in the allocations described in ( 1), the eligibility
     conditions are: (Choose at least one of (a) through (d))

[ ]  (a) ___ (one or two) Year(s) of Service, without an intervening Break in
    Service (as described in Section 2.03(A) of the Plan) if the requirement is
    two Years of Service.

[ ]  (b) ___ months (not exceeding 24) following the Employee's Employment
Commencement Date.

[ ]  (c) One Hour of Service.

[ ]  (d) Attainment of age ___ (Specify age, not exceeding 21).

Plan Entry Date. "Plan Entry Date" means the Effective Date and: (Choose fd),
(e) or fJ))

[ ]  (d) Semi-annual Entry Dates. The (irst day of the Plan Year and the first
     day of the seventh month of the Plan Year.

[ ]  (e) The first day of the Plan Year.

[X]  (f) Specify entry dates) the first day of each Plan Year quarter.

Time of Participation. An Employee will become a Participant (and, if
applicable, will participate in the allocations described in Option (c)( 1)),
unless excluded under Adoption Agreement Section 1.07, on the Plan Entry Date
(if employed on that date): (Choose (g), (h) or (i))
<PAGE>

[X]  (g) immediately following
[ ]  (h) immediately preceding
[ ]  (i) nearest

the date the Employee completes the eligibility conditions described in Options
(a) and (b) (or in Option (c)(2) if applicable) of this Adoption Agreement
Section 2.01. [Note: The Employer must coordinate the selection of (g), (h) or
(i) with the "Plan Entry Date" selection in (d), (e) or 95). Unless otherwise
excluded under Section 1.07, the Employee must become a Participant by the
earlier of: (l) the first day of the Plan Year beginning after the date the
Employee completes the age and service requirements of Code (S)410(a); or (2) 6
months after the date the Employee completes those requirements.]

Dual eligibility. The eligibility conditions of this Section 2.01 apply to:
(Choose (j) or (k))

[X]     (j) All Employees of the Employer, except: (Choose (l) or (2))

[X]     (1) No exceptions.

[ ]     (2) Employees who are Participants in the Plan as of the Effective
Date.

[ ]      (k) Solely to an Employee employed by the Employer after. If the
Employee was employed by the Employer on or before the specified date, the
Employee will become a Participant: (Choose (l), (2) or (3))

[ ] (1) On the latest of the Effective Date, his Employment Commencement Date or
    the date he attains age  (not to exceed 21).

[ ] (2) Under the eligibility conditions in effect under the Plan prior to the
    restated Effective Date. If the restated Plan required more than one Year of
    Service to participate, the eligibility condition under this Option (2) for
    participation in the Code (S)401 (k) arrangement under this Plan is one Year
    of Service for Plan Years beginning after December 31, 1 988. [For restated
    plans only]

[ ]      (3) (Specify)

2.02  YEAR OF SERVICE - PARTICIPATION.
      --------------------------------

Hours of Service. An Employee must complete: (Choose (a) or (b))

[X]    (a) 1,000 Hours of Service
[X]    (b) ____ of Service during an eligibility computation period to
receive credit for a Year of Service. [Note. The Hot~rs of Service requirement
may not exceed 1,000.]

Eligibility computation period. After the initial eligibility computation period
described in Section 2.02 of the Plan, the Plan measures the eligibility
computation period as: (Choose (c) or (d))

[ ]     (c) The 12 consecutive month period beginning with each anniversary of
an Employee's Employment Commencement Date.
<PAGE>

[X]  (d) The Plan Year, beginning with the Plan Year which includes the first
     anniversary of the Employee's Employment Commencement Date.

     2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule described
          --------------------------------
in Section 2.03(B) of the Plan: (Choose (a) or (b))

[x]     (a) Does not apply to the Employer's Plan.

[ ]     (b) Applies to the Employer's Plan.


2.06 ELECTION NOT TO PARTICIPATE. The Plan: (Choose (a) or (b))
     ---------------------------

[X]  (a) Does not permit an eligible Employee or a Participant to elect not to
participate.
[ ] (b) Does permit an eligible Employee or a Participant to elect not to
participate in accordance with Section 2.06 and with the following rules:
(Complete (l), (2), (3) and (4))
    (1)  An election is effective for a Plan Year if filed no later than _
    (2)  An election not to participate must be effective for at least _ Plan
Year(s).
    (3)  Following a re-election to participate, the Employee or Participant:

      [ ] (a) May not again elect not to participate for any subsequent Plan
Year.
      [ ] (b) May again elect not to participate, but not earlier than the _
Plan Year following the Plan Year in which the re-election first was effective.

      (4)       (Specify) _ [Insert "N/A " if no other rules apply].


                                  ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES
3.0 1 AMOUNT.
      ------

Part I. [Options (a) through (g)1 Amount of Employer's contribution. The
Employer's annual contribution to the Trust will equal the total amount of
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions, as determined under this Section
3.01. (Choose any combination of (a), (b), (c) and (d), or choose (e))

[X]   (a)  Deferral contributions (Code (S)401(k) arrangement). (Choose (l) or
(2) or both)

[X]  (1) Salary reduction arrangement. The Employer must contribute the amount
     by which the Participants have reduced their Compensation for the Plan
     Year, pursuant to their salary reduction agreements on file with the
     Advisory Committee. A reference in the Plan to salary reduction
     contributions is a reference to these amounts.

[ ]  (2) Cash or deferred arrangement. The Employer will contribute on behalf of
     each Participant the portion of the Participant's proportionate share of
     the cash or deferred contribution which he has not elected to receive in
     cash. See Section 14.02 of the Plan. The Employer's cash or deferred
     contribution is the amount the Employer may from time to time deem
     advisable which the
<PAGE>

     Employer designates as a cash or deferred contribution prior to making that
contribution to the Trust.

[X] (b) Matching contributions. The Employer will make matching contributions in
accordance with the formula(s) elected in Part II of this Adoption Agreement
Section 3.01.

[ ] (c) Designated qualified nonelective contributions. The Employer, in its
sole discretion, may contribute an amount which it designates as a qualified
nonelective contribution.

[X]  (d) Nonelective contributions. (Choose any combination of (l) through (4))

[X] (1) Discretionary contribution. The amount (or additional amount) the
Employer may from time to time deem advisable.

[ ] (2) The amount (or additional amount) the Employer may from time to
time deem advisable, separately determined for each of the following
class)fications of Participants. (Choose (a) or (b))


[ ] (a) Nonhighly Compensated Employees and Highly Compensated Employees.

[ ] (b) (Specify classifications) _.

Under this Option (2), the Advisory Committee will allocate the amount
contributed for each Participant class)fication in accordance with Part II of
Adoption Agreement Section 3.04, as if the Participants in that class)fication
were the only Participants in the Plan.

[ ] (3) _% of the Compensation of all Participants under the Plan, determined
    for the Employer's taxable year for which it makes the contribution. ~ote:
    The percentage selected may not exceed 15%.]

[ ] (4) _% of Net Profits but not more than $_.

[ ]  (e) Frozen Plan. This Plan is a frozen Plan effective _. The Employer
     will not contribute to the Plan with respect to any period following the
     stated date.

Net Profits. The Employer: (Choose 69 or (g))

[X]  (f) Need not have Net Profits to make its annual contribution under this
Plan.

(g) Must have current or accumulated Net Profits exceeding $_ to make the
following contributions: (Choose at least one)

[ ] (1) Cash or deferred contributions described in Option (a)(2).
[ ] (2) Matching contributions described in Option (b), except:_
[ ] (3) Qualified nonelective contributions described in Option (c).
[ ] (4) Nonelective contributions described in Option (d).

The term "Net Profits" means the Employer's net income or profits for any
taxable year determined by the Employer upon the basis of its books of account
in accordance with generally accepted accounting
<PAGE>

practices consistently applied without any deductions for Federal and state
taxes upon income or for contributions made by the Employer under this Plan or
under any other employee benefit plan the Employer maintains. The term "Net
Profits" specifically excludesN . [Note: Enter "N/A " if no exclusions apply.]

If the Employer requires Net Profits for matching contributions and the Employer
does not have sufficient Net Profits under Jption (g), it will reduce the
matching contribution under a fixed formula on a prorate basis for all
Participants. A Participant's share of the reduced contribution will bear the
same ratio as the matching contribution the Participant would have received if
Net Profits were sufficient bears to the total matching contribution all
Participants would have received if Net Profits were sufficient. If more than
one member of a related group (as defined in Section 1.30) execute this Adoption
Agreement, each participating member will determine Net Profits separately but
will not apply this reduction unless, after combining the separately determined
Net Profits, the aggregate Net Profits are insufficient to satisfy the matching
contribution liability. "Net Profits" includes both current and accumulated Net
Profits.

Part II. [Options (h) through (j)] Matching contribution formula. [Note: If the
Employer elected Option (b), complete Options (h), (i) and G) ]

[X]  (h) Amount of matching contributions. For each Plan Year, the Employer's
matching contribution is: (Choose any combination of (1), (2), (3), (4) and (5))

[ ] (1) An amount equal to _% of each Participant's eligible contributions for
the Plan Year.

[ ] (2) An amount equal to % of each Participant's first tier of eligible
    contributions for the Plan Year, plus the following matching percentage(s)
    for the following subsequent tiers of eligible contributions for the Plan
    Year: _

[X] (3) Discretionary formula.

[X] (i) An amount (or additional amount) equal to a matching percentage the
Employer from time to time may deem advisable of the Participant's eligible
contributions for the Plan Year.

(ii) An amount (or additional amount) equal to a matching percentage the
Employer from time to time may deem advisable of each tier of the Participant's
eligible contributions for the Plan Year.
<PAGE>

[ ] (4) An amount equal to the following percentage of each Participant's
    eligible contributions for the Plan Year, based on the Participant's Years
    of Service:

Number of Years of Service     Matching Percentage
--------------------------     -------------------

The Advisory Committee will apply this formula by determining Years of Service
as follows:_.

[ ] (5) A Participant's matching contributions may not: (Choose (a) or (b))

[ ] (a) Exceed_.

[ ] (b) Be less than _.

Related Employers. If two or more related employers (as defined in Section 1.30)
contribute to this Plan, the related employers may elect different matching
contribution formulas by attaching to the Adoption Agreement a separately
completed copy of this Part II. Note: Separate matching contribution formulas
create separate current benef t struch~res that must satisfy the minimum
participation test of Code (S)401(a)(26)]

[X]  (i) Definition of eligible contributions. Subject to the requirements of
Option (j), the term "eligible contributions" means: (Choose any combination of
(I) through (3))

[X] (1) Salary reduction contributions.

[ ] (2) Cash or deferred contributions (including any part of the Participant's
    proportionate share of the cash or deferred contribution which the Employer
    defers without the Participant's election).

[ ] (3) Participant mandatory contributions, as designated in Adoption Agreement
    Section 4.01. See Section 14.04 of the Plan.

[X]  (j) Amount of eligible contributions taken into account. When determining a
Participant's eligible contributions taken into account under the matching
contributions formula(s), the following rules apply:(Choose any combination of
(I) through (4))

     [X]  (1)  The Advisory Committee will take into account all eligible
               contributions

<PAGE>

credited for the Plan Year.
     [ ]  (2)  The Advisory Committee will disregard eligible contributions
          exceeding_.
     [ ]  (3)  The Advisory Committee will treat as the first tier of eligible
          contributions, an amount not exceeding: The subsequent tiers of
          eligible contributions are:_.

[ ] (4) (Specify)_


Part III. [Options (k) and Special rules for Code (S)401(k) Arrangement. (Choose
(k) or (1), or both, as applicable)

[X]  (k) Salary Reduction Agreements. The following rules and restrictions apply
to an Employee's salary reduction agreement: (Make a selection under (1), (2),
(3) and (4))

     (l) Limitation on amount. The Employee's salary reduction contributions:
(Choose (a) or at least one of (b) or(c))

[ ] (a) No maximum limitation other than as provided in the Plan.

[X] (b) May not exceed 15 % of Compensation for the Plan Year, subject to the
        annual additions limitation described in Part 2 of Article III and the
        402(g) limitation described in Section 14.07 of the Plan.

[X] (c) Based on percentages of Compensation must equal at least 1% .

  (2) An Employee may revoke, on a prospective basis, a salary reduction
agreement: (Choose (a), (b), (c) or (d))

[ ] (a) Once during any Plan Year but not later than _ of the Plan Year.

[ ] (b) As of any Plan Entry Date.

[ ] (c) As of the first day of any month.

[ ] (d) (Specify, but must be at least once per Plan Year) _.
<PAGE>

(3)  An Employee who revokes his salary reduction agreement may file a new
salary reduction agreement with an effective date: (Choose (a), (b), (c) or (d))

[ ] (a) No earlier than the first day of the next Plan Year.

[X] (b) As of any subsequent Plan Entry Date.

[ ] (c) As of the first day of any month subsequent to the month in which he
revoked an Agreement.

[ ] (d) (Specify, but must be at least once perPlan Yearfollowing the Plan Year
of revocation) _.

    A Participant may increase or may decrease, on a prospective basis, his
salary reduction percentage or dollar amount: (Choose (a), (b), (c) or (d))

[ ] (a) As of the beginning of each payroll period.

[ ] (b) As of the first day of each month.

[X] (c) As of any Plan Entry Date.

[ ] (d) (Specify, but must permit an increase or a decrease at least once per
Plan Year) _.

[ ]    (1) Cash or deferred contributions. For each Plan Year for which the
Employer makes a designated cash or deferred contribution, a Participant may
elect to receive directly in cash not more than the following portion (or, if
less, the 402(g) limitation described in Section 14.07 of the Plan) of his
proportionate share of that cash or deferred contribution: (Choose (1) or (2))

[ ] (1) All or any portion.

[ ] (2)   %
<PAGE>

     3.04 CONTRIBUTION ALLOCATION. The Advisory Committee will allocate deferral
          -----------------------
contributions, matching contributions, qualified nonelective contributions and
nonelective contributions in accordance with Section 14.06 and the elections
under this Adoption Agreement Section 3.04.

Part I. [Options (a) through (d)]. Special Accounting Elections. (Choose
whichever elections are applicable to the Employer's Plan)

[X] (a) Matching Contributions Account. The Advisory Committee will allocate
matching contributions to a Participant's: (Choose (1) or (2); (3) is available
only in addition to (1))

[X] (1) Regular Matching Contributions Account.

[ ] (2) Qualified Matching Contributions Account.

[ ] (3) Except, matching contributions under Option(s) (h)(3)(ii) of Adoption
        Agreement Section3.01 are allocable to the Qualified Matching
        Contributions Account.

[X]  (b) Special Allocation Dates for Salary Reduction Contributions. The
Advisory Committee will allocate salary reduction contributions as of the
Accounting Date and as of the following additional allocation dates: monthly .

[X]  (c) Special Allocation Dates for Matching Contributions. The Advisory
Committee will allocate matching contributions as of the Accounting Date and as
of the following additional allocation dates: annually .

[ ]  (d) Designated Qualified Nonelective Contributions - Definition of
Participant. For purposes of allocating the designated qualified nonelective
contribution, "Participant" means:(Choose (1) or (2))

[ ] (1)   All Participants.

[ ] (2)   Participants who are Nonhighly Compensated Employees for the Plan
Year.

[ ] (3) (Specify)
<PAGE>

Part II. Method of Allocation - Nonelective Contribution. Subject to any
restoration allocation required under Section 5.04, the Advisory Committee will
allocate and credit each annual nonelective contribution (and Participant
forfeitures treated as nonelective contributions) to the Employer Contributions
Account of each Participant who satisfies the conditions of Section 3.06, in
accordance with the allocation method selected under this Section 3.04. If the
Employer elects Option (e)(2), Option (g)(2) or Option (h), for the first 3% of
Compensation allocated to all Participants, "Compensation" does not include any
exclusions elected under Adoption Agreement Section 1.12 (other than the
exclusion of elective contributions), and the Advisory Committee must take into
account the Participant's Compensation for the entire Plan Year. (Choose an
allocation method under (e), (f), (g) or (h); (i) is mandatory if the E:mployer
elects (f), (g) or (h); fj) is optional in addition to any other election.)

[X]  (e)

Nonintegrated Allocation Formula. (Choose (I) or (2))

[X] (l) The Advisory Committee will allocate the annual nonelective
contributions in the same ratio that each Participant's Compensation for the
Plan Year bears to the total Compensation of all Participants for the Plan Year.

[ ] (2) The Advisory Committee will allocate the annual nonelective
contributions in the same ratio that each Participant's Compensation for the
Plan Year bears to the total Compensation of all Participants for the Plan Year.
For purposes of this Option (2), "Participant" means, in addition to a
Participant who satisfies the requirements of Section 3.06 for the Plan Year,
any other Participant entitled to a top heavy minimum allocation under Section
3.04(B), but such Participant's allocation will not exceed 3% of his
Compensation for the Plan Year.

(f)  Two-Tiered Integrated Allocation Formula - Maximum Disparity. First, the
Advisory Committee will allocate the annual Employer nonelective contributions
in the same ratio that each Participant's Compensation plus Excess Compensation
for the Plan Year bears to the total Compensation plus Excess Compensation of
all Participants for the Plan Year. The allocation under this paragraph, as a
percentage of each Participant's Compensation plus Excess Compensation, must not
exceed the applicable percentage (5.7%, 5.4% or 4.3%) listed under the Maximum
Disparity Table following Option (i).
<PAGE>

The Advisory Committee then will allocate any remaining nonelective
contributions in the same ratio that each Participant's Compensation for the
Plan Year bears to the total Compensation of all Participants for the Plan Year.

(g)  Three-Tiered Integrated Allocation Formula. First, the Advisory Committee
will allocate the annual Employer nonelective contributions in the same ratio
that each Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year. The allocation under this
paragraph, as a percentage of each Participant's Compensation may not exceed the
applicable percentage (5.7%, 5.4% or 4.3%) listed under the Maximum Disparity
Table following Option (i). Solely for purposes of the allocation in this first
paragraph, "Participant" means, in addition to a Participant who satisfies the
requirements of Section 3.06 for the Plan Year. (Choose (l) or (2))

[ ] (1) No other Participant.

[ ] (2) Any other Participant entitled to a top heavy minimum allocation under
    Section 3.04(B), but such Participant's allocation under this Option (g)
    will not exceed 3% of his Compensation for the Plan Year.

As a second tier allocation, the Advisory Committee will allocate the
nonelective contributions in the same ratio that each Participant's Excess
Compensation for the Plan Year bears to the total Excess Compensation of all
Participants for the Plan Year. The allocation under this paragraph, as a
percentage of each Participant's Excess Compensation, may not exceed the
allocation percentage in the first paragraph.

Finally, the Advisory Committee will allocate any remaining nonelective
contributions in the same ratio that each Participant's Compensation for the
Plan Year bears to the total Compensation of all Participants for the Plan Year.

[ ] (h)  Four-Tiered Integrated Allocation Formula. First, the Advisory
Committee will allocate the annual Employer nonelective contributions in the
same ratio that each Participant's Compensation for the Plan Year bears to the
total Compensation of all Participants for the Plan Year, but not exceeding 3%
of each Participant's Compensation. Solely for purposes of this first tier
allocation, a "Participant" means, in addition to anyParticipant who satisfies
the requirements of Section 3.06 for the
<PAGE>

Plan Year, any other Participant entitled to a topheavy minimum allocation under
Section 3.04(B) of the Plan.

As a second tier allocation, the Advisory Committee will allocate the
nonelective contributions in the same ratio that each Participant's Excess
Compensation for the Plan Year bears to the total Excess Compensation of all
Participants for the Plan Year, but not exceeding 3% of each Participant's
Excess Compensation.

As a third tier allocation, the Advisory Committee will allocate the annual
Employer contributions in the same ratio that each Participant's Compensation
plus Excess Compensation for the Plan Year bears to the total Compensation plus
Excess Compensation of all Participants for the Plan Year. The allocation under
this paragraph, as a percentage of each Participant's Compensation plus Excess
Compensation, must not exceed the applicable percentage (2.7%, 2.4% or 1.3%)
listed under the Maximum Disparity Table following Option (i).

The Advisory Committee then will allocate any remaining nonelective
contributions in the same ratio that each Participant's Compensation for the
Plan Year bears to the total Compensation of all Participants for the Plan Year.

[ ]  (i)   Excess Compensation. For purposes of Option (f), (g) or (h), "Excess
Compensation" means Compensation in excess of the following Integration Level:
(Choose (1) or (2))

[ ]  (l) % (not exceeding 100%) of the taxable wage base, as determined under
Section 230 of the Social Security Act, in effect on the f~rst day of the Plan
Year: (Choose any combination of (a) and (b) or choose (c))

[ ]  (a) Rounded to __ (but not exceeding the taxable wage base).
[ ]  (b) But not greater than $__.

[ ]  (c) Without any further adjustment or limitation.

[ ]  (2) $__ [Note: Not exceeding the taxable wage base for the Plan Year in
which this Adoption Agreementfirst is effective.]

<PAGE>

Maximum Disparity Table. For purposes of Options (f), (g) and (h), the
applicable percentage is:

     Integration Level (as percentage of taxable wage base)
                           --------------------------------
<TABLE>
<CAPTION>

                                                                Applicable Percentages for         Applicable Percentages
                                                                 Option (f) or Option (g)              for Option (h)
                                                          ---------------------------------------  -----------------------
<S>                                                       <C>                                      <C>
100%                                                                        5.7%                            2.7%

More than 80% but less than 100%                                            5.4%                            2.4%
More than 20% (but not less than $10,001)
and not more than 80%                                                       4.3%                            1.3%
20% (or $10,000, if greater) or less                                        5.7%                            2.7%
</TABLE>

(j) Allocation offset. The davisory committee will reduce a participants
allocation otherwise made under Part II of this Section 3.04 by the participants
allocation under the following qualified plans maintained by the Employer  (j)
Allocation offset. The Advisory Committee will reduce a Participant's allocation

The Advisory Committee will determine this allocation reduction: (Choose (1) or
(2))

[ ]  (1) By treating the term "nonelective contribution" as including all
     amounts paid or accrued by the Employer during the Plan Year to the
     qualified plan(s) referenced under this Option (j). If a Participant under
     this Plan also participates in that other plan, the Advisory Committee will
     treat the amount the Employer contributes for or during a Plan Year on
     behalf of a particular Participant under such other plan as an amount
     allocated under this Plan to that Participant's Account for that Plan Year.
     The Advisory Committee will make the computation of allocation required
     under the immediately preceding sentence before making any allocation of
     nonelective contributions under this Section 3.04.

[ ]  (2) In accordance with the formula provided in an addendum to this Adoption
Agreement, numbered 3.04(i)

Top Heavy Minimum Allocation - Method of Compliance. If a Participant's
allocation under this Section 3.04 is less than the top heavy minimum allocation
to which he is entitled under Section 3.04(B):(Choose (k) or (1))

<PAGE>

[X]  (k) The Employer will make any necessary additional contribution to the
Participant's Account, as described in Section 3.04(B)(7)(a) of the Plan.

[ ]  (1) The Employer will satisfy the top heavy minimum allocation under the
     following plan(s) it maintains: However, the Employer will make any
     necessary additional contribution to satisfy the top heavy minimum
     allocation for an Employee covered only under this Plan and not under the
     other plan(s) designated in this Option (1). See Section 3.04(B)(7)(b) of
     the Plan.

If the Employer maintains another plan, the Employer may provide in an addendum
to this Adoption Agreement, numbered Section 3.04, any mod)fications to the Plan
necessary to satisfy the top heavy requirements under Code (S)416.

Related employers. If two or more related employers (as defined in Section 1.30)
contribute to this Plan, the Advisory Committee must allocate all Employer
nonelective contributions (and forfeitures treated as nonelective contributions)
to each Participant in the Plan, in accordance with the elections in this
Adoption Agreement Section 3.04:(Choose (m) or (n))

[ ]  (m) Without regard to which contributing related group member employs
the Participant.

[ ]  (n) Only to the Participants directly employed by the contributing
Employer. If a Participant receives Compensation from more than one contributing
Employer, the Advisory Committee will determine the allocations under this
Adoption Agreement Section 3.04 by prorating among the participating Employers
the Participant's Compensation and, if applicable, the Participant's Integration
Level under Option (i).

          3.05 FORFEITURE ALLOCATION. Subject to any restoration allocation
               ---------------------
required under Sections 5.04 or 9.14, the Advisory Committee will allocate a
Participant forfeiture in accordance with Section 3.04: (Choose (a) or (b); (c)
and (d) are optional in addition to (a) or (b))

[ ]  (a) As an Employer nonelective contribution for the Plan Year in which the
forfeiture occurs, as if the Participant forfeiture were an additional
nonelective contribution for that Plan Year.

[X]  (b) To reduce the Employer matching contributions and nonelective
contributions for the Plan

<PAGE>

Year: (Choose(1) or (2))

[X]  (1) in which the forfeiture occurs.

[X]  (c) To the extent attributable to matching contributions: (Choose (1), (2)
or (3))

[ ]  (1) In the manner elected under Options (a) or (b).

[ ]  (2) First to reduce Employer matching contributions for the Plan Year:
(Choose (a) or (b))

[ ]  (a) in which the forfeiture occurs

[ ]  (b) immediately following the Plan Year in which the forfeiture occurs,
then as elected in Options (a) or.

[ ]  (3) As a discretionary matching contribution for the Plan Year in which the
forfeiture occurs, in lieu of the manner elected under Options (a) or (b).

[X]  (d) First to reduce the Plan's ordinary and necessary administrative
expenses for the Plan Year and then will allocate any remaining forfeitures in
the manner described in Options (a), (b) or (c), whichever applies. If the
Employer elects Option (c), the forfeitures used to reduce Plan expenses:
(Choose (1) or (2))
     [X]  (1) relate proportionately to forfeitures described in Option (c) and
to forfeitures described in Options (a) or (b).

[ ]  (2) relate first to forfeitures described in Option

Allocation of forfeited excess aggregate contributions. The Advisory Committee
will allocate any for aggregate contributions (as described in Section 14.09):
(Choose (e), (f) or (g))

[X]  (e)

[ ]  (f)

[ ]  (g)

<PAGE>

To reduce Employer matching contributions for the Plan Year: (Choose (1) or (2))

[ ]  (1) in which the forfeiture occurs.

[X]  (2) immediately following the Plan Year in which the forfeiture occurs.

As Employer discretionary matching contributions for the Plan Year in which
forfeited Advisory Committee will not allocate these forfeitures to the Highly
Compensated Employee incurred the forfeitures.

In accordance with Options (a) through (d), whichever applies, except the
Advisory Committee will not allocate these forfeitures under Option (a) or under
Option (c)(3) to the Highly Compensated Employees who incurred the forfeitures.


3.06 ACCRUAL OF BENEFIT.
     ------------------

Compensation taken into account. For the Plan Year in which the Employee first
becomes a Participant, the Advisory Committee will determine the allocation of
any cash or deferred contribution, designated qualified nonelective contribution
by taking into account: (Choose (a) or (b))

[ ]  (a)  The Employee's Compensation for the entire Plan Year.

[X]  (b) The Employee's Compensation for the portion of the Plan Year in which
     the Employee actually is a Participant in the Plan.

Accrual Requirements. Subject to the suspension of accrual requirements of
Section 3.06(E) of the Plan, to receive an allocation of cash or deferred
contributions, matching contributions, designated qualified nonelective
contributions, nonelective contributions and Participant forfeitures, if any,
for the Plan Year, a Participant must satisfy the conditions ~lescribed in the
following elections: (Choose (c), or at least one of (d) through to

<PAGE>

[ ]  (c) Safe harbor rule. If the Participant is employed by the Employer on the
last day of the Plan Year, the   Participant must complete at least one Hour of
Service for that Plan Year. If the Participant is not employed by the Employer
on the last day of the Plan Year, the Participant must complete at least 501
Hours of Service during the Plan Year.

[X]  (d) Hours of Service condition. The Participant must complete the following
minimum number of Hours of Service during the Plan Year: (Choose at least one of
(1) through (5))

[X]  (l) 1,000 Hours of Service.

[ ]  (2) (Specify, but the number of Hours of Service may not exceed 1,000) ___

[X]  (3) No Hour of Service requirement if the Participant terminates employment
     during the Plan Year on account of: (Choose (a), (b) or (c))

[X]  (a) Death.

[X]  (b) Disability.

[X]  (c) Attainment of Normal Retirement Age in the current Plan Year or in a
prior Plan Year.

[ ]  (4) ___ Hours of Service (not exceeding 1,000) if the Participant
    terminates employment with the Employer during the Plan Year, subject to any
    election in Option (3).

[ ]  (5) No Hour of Service requirement for an allocation of the following
contributions: ___.

    Employment condition. The Participant must be employed by the Employer on
the last day ofthe Plan Year, irrespective of whether he satisfies any Hours of
Service condition under Option (d), with the following exceptions: (Choose (1)
or at least one of (2) through (5))

[ ]  (1) No exceptions.
<PAGE>

[X]  (2) Termination of employment because of death.

[X]  (3) Termination of employment because of disability.

[X]  (4) Termination of employment following attainment of Normal Retirement
Age.

[ ]  (5) No employment condition for the following contributions: ___

[ ]  (f)  (Specify other conditions, if applicable):___.

Suspension Accrual Requirements. The suspension of accrual requirements of
Section 3.06(E) of the Plan: (Choose (g),(h) or (i))

[X]  (g) Applies to the Employer's Plan.

[ ]  (h) Does not apply to the Employer's Plan.

[ ]  (i) Applies in mod)fied form to the Employer's Plan, as described
in an addendum to this Adoption Agreement, numbered Section 3.06(E).

Special accrual requirements for matching contributions. If the Plan allocates
matching contributions on two or more allocation dates for a Plan Year, the
Advisory Committee, unless otherwise specified in Option (l), will apply any
Hours of Service condition by dividing the required Hours of Service on a
prorate basis to the allocation periods included in that Plan Year. Furthermore,
a Participant who satisfies the conditions described in this Adoption Agreement
Section 3.06 will receive an allocation of matching contributions (and
forfeitures treated as matching contributions) only if the Participant satisfies
the following additional condition(s): (Choose (j) or at least one of (k) or
(1))

[X]  (j)  No additional conditions.

[ ]  (k)  The Participant is not a Highly Compensated Employee for the Plan
Year. This Option

(k)  applies to:(Choose (1) or (2))


[ ]  (l)  All matching contributions.
<PAGE>

[ ] (2) Matching contributions described in Option(s)_ of Adoption Agreement
Section 3.01.

[ ]  (I)  (Specify)_

     3.15 MORE THAN ONE PLAN LIMITATION. If the provisions of Section 3.15
          -------------------------------
apply, the Excess Amount attributed to this Plan equals: (Choose (a), (b) or
(c))

[ ]  (a) The product of:

(1) the total Excess Amount allocated as of such date (including any amount
which the Advisory Committee would have allocated but for the limitations of
Code (S)415), times

(2) the ratio of (l) the amount allocated to the Participant as of such date
under this Plan divided by (2) the total amount allocated as of such date under
all qualified defined contribution plans (determined without regard to the
limitations of Code (S)415).

[ ] (b) The total Excess Amount.

[ ] (c) None of the Excess Amount.

3.18 DEFINED BENEFIT PLAN LIMITATION.
     --------------------------------

Application of limitation. The limitation under Section 3.18 of the Plan:
(Choose (a) or (b))

[X]  (a) Does not apply to the Employer's Plan because the Employer does not
maintain and never has maintained a defined benefit plan covering any
Participant in this Plan.

[ ]  (b) Applies to the Employer's Plan. To the extent necessary to satisfy the
limitation under Section 3.18, the Employer will reduce: (Choose (1) or (2))

[ ] (1) The Participant's projected annual benefit under the defined benefit
plan under which the Participant participates.
<PAGE>

[ ] (2) Its contribution or allocation on behalf of the Participant to the
defined contribution plan under which the Participant participates and then, if
necessary, the Participant's projected annual benefit under the defined benefit
plan under which the Participant participates.

[Note: If the Employer selects (a), the remaining options in this Section 3.18
do not apply to the Employer's Plan.]

Coordination with top heavy minimum allocation. The Advisory Committee will
apply the top heavy minimum allocation provisions of Section 3.04(B) of the Plan
with the following mod)fications: (Choose (cJ or at least one of (d) or(e))]
                                      [ ]

[ ] (c)  No modifications.

[ ] (d)  For Non-Key Employees participating only in this Plan, the top heavy
minimum allocation is the minimum allocation described in Section 3.04(B)
determined by substituting_ % (not less than 4%) for "3%," except: (Choose (1)
or (2))

[ ] (l) No exceptions.

[ ] (2) Plan Years in which the top heavy ratio exceeds 90%.

[ ] (e) For Non-Key Employees also participating in the defined benefit plan,
the top heavy minimum is: (Choose (1) or (2))

[ ]  (1) 5% of Compensation (as determined under Section 3.04(B) of the Plan)
irrespective of the contribution rate of any Key Employee, except: (Choose (i)
or (ii))

     [ ] (a) No exceptions.

     [ ] (b) Substituting "7 1/2%" for "5%" if the top heavy ratio does not
exceed 90%.

[ ] (2) 0%. [Note: The Employer may not select this Option (2) unless the
    defined benefit plan satisf es the top heavy minimum benef t requirements of
    Code (S)416for these Non-Key Employees.]
<PAGE>

Actuarial Assumptions for Top Heavy Calculation. To determ~e the top heavy
ratio, the Advisory Committee will use the following interest rate and mortality
assumptions to value accrued benefits under a defined benefit plan:_.

If the elections under this Section 3.18 are not appropriate to satisfy the
limitations of Section 3. 18, or the top heavy requirements under Code (S)416,
the Employer must provide the appropriate provisions in an addendum to this
Adoption Agreement.


                                   ARTICLE IV
                           PARTICIPANT CONTRI13UTIONS
4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan: (Choose (a) or (b); (c)
                                  is available

(a)  Does not permit Participant nondeductible contributions.

(b)  Permits Participant nondeductible contributions, pursuant to Section 14.04
     of the Plan.

(c)  The following portion of the Participant's nondeductible contributions for
the Plan Year are mandatory contributions under Option (i)(3) of Adoption
Agreement Section 3.01: (Choose (1) or (2))

[ ] (1) The amount which is not less than: _.

[ ] (2) The amount which is not greater than: _.

Allocation dates. The Advisory Committee will allocate nondeductible
contributions for each Plan Year as of the Accounting Date and the following
additional allocation dates: (Choose (d) or (e))

[ ] (d) No other allocation dates.

[ ] (e) (Specify)_
<PAGE>

As of an allocation date, the Advisory Committee will credit all nondeductible
contributions made for the relevant allocation period. Unless otherwise
specified in (e), a nondeductible contribution relates to an allocation period
only if actually made to the Trust no later than 30 days after that allocation
period ends.

     4.05 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION. Subject
          --------------------------------------------------

to the restrictions of Article VI, the following distribution options apply to a
Participant's Mandatory Contributions Account, if any, prior to his Separation
from Service: (Choose (a) or at least one of (b) through (d))

[ ] (a) No distribution options prior to Separation from Service.
[ ] (b) The same distribution options applicable to the Deferral Contributions
Account prior to the Participant's Separation from Service, as elected in
Adoption Agreement Section 6.03.
[ ] (c) Until he retires, the Participant has a continuing election to receive
all or any portion of his Mandatory Contributions Account if: (Choose (1) or at
least one of (2) through (4))

[ ]     (1)  No conditions.

[ ]     (2)  The mandatory contributions have accumulated for at least_
which contributed.

[ ]     (3)  The Participant suspends making nondeductible contributions for a
period of_ months.

[ ]     (4) (Specify)

[ ] (d) (Specify)_

Plan Years since the Plan Year for

                                   ARTICLE V
                 TERMINATION OF SERVICE - PARTICIPANT VESTING

5.01 NORMAL RETIREMENT. Normal Retirement Age under the Plan is: (Choose (a) or
     -----------------
(b))
<PAGE>

[X]  (a) 65 [State age, but may not exceed age 65].

[ ]  (b) The later of the date the Participant attains years of age or the_
anniversary of the first day of the Plan Year in which the Participant commenced
participation in the Plan. [The age selected may not exceed age 65 and the
anniversary selected may not exceed the Sth.]

     5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under Section
          -------------------------------
5.02 of the Plan:

(Choose (a) or choose one or both of (b) and (c))

[ ]  (a) Does not apply.
[X]  (b) Applies to death.

[X]  (c) Applies to disability.

5.03 VESTING SCHEDULE.

Deferral Contributions Account/Qualified Matching Contributions
Account/Qualified Nonelective Contributions iccount/Mandatory Contributions
Account. A Participant has a 100% Nonforfeitable interest at all times in his
1)eferral Contributions Account, his Qualified Matching Contributions Account,
his Qualified Nonelective Contributions Account and in his Mandatory
Contributions Account.

Regular Matching Contributions Account/Employer Contributions Account. With
respect to a Participant's Regular Matching Contributions Account and Employer
Contributions Account, the Employer elects the following vesting schedule:
(Choose (a) or (b); (c) and (d) are available only as additional options)

[ ]  (a) Immediate vesting. 100% Nonforfeitable at all times. [Note: The
Employer must elect Option (a) if the eligibility conditions under Adoption
Agreement Section 2.01 (c) require 2 years of service or more than 12 months of
employment.]

[X]  (b) Graduated Vesting Schedules.
<PAGE>

Top Heavy Schedule
(Mandatory)

                             Non Top Heavy Schedule
                                   (Optional)
<TABLE>
<CAPTION>

Years of       Nonforfeitable     Years of    Nonforfeitable
Service          Percentage       Service       Percentage
-------------  ---------------  ------------  ---------------
<S>            <C>              <C>           <C>
Less than 1                 0%  Less than 1                0%

  1                         0%            1                0%
  2                        20%            2                0%
  3                        40%            3               20%
  4                        60%            4               40%
  5                        80%            5               60%
  6 or more               100%            6               80%
                                          7 or more      100%
</TABLE>

(c) Special vesting election for Regular Matching Contributions Account. In lieu
of the election under Options (a) or (b), the Employer elects the following
vesting schedule for a Participant's Regular Matching Contributions Account:
(Choose (1) or (2))

[ ] (1) 100% Nonforfeitable at all times.

[ ] (2) In accordance with the vesting schedule des~cribed in the addendum to
this Adoption Agreement, numbered 5.03(c). [Note. If the Employer elects this
Option (c)(2), the addendum must designate the applicable vesting schedule(s)
using the same format as used in Option (b).]

[Note: Under Options (b) and (c)(2), the Employer must complete a Top Heavy
Schedule which satisfies Code (S)416. The Employer, at its option, may complete
a Non Top Heavy Schedule. The Non Top Heavy Schedule must satisfy Code
(S)411(a)(2). Also see Section 7.05 of the Plan.]

[X]  (d) The Top Heavy Schedule under Option (b) (and, if applicable, under
Option (c)(2))
<PAGE>

applies: (Choose (1) or(2))

[X] (l) Only in a Plan Year for which the Plan is top heavy.

[ ] (2) In the Plan Year for which the Plan first is top heavy and then in all
subsequent Plan Years.

[Note:  The Employer may not elect Option (d) unless it has completed a Non Top
Heavy Schedule.]

Minimum vesting. (Choose (e) or (f))

[X] (e) The Plan does not apply a miI1imum vesting rule.

[ ] (f) A Participant's Nonforfeitable Accrued Benefit will never be less than
the lesser of $ _ or his entire   Accrued genefit, even if the application of a
graduated vesting schedule under Options (b) or

(c) would result in a smaller Nonforfeitable Accrued genefit.

Life Insurance Investments. The Participant's Accrued Benefit attributable to
insurance contracts purchased on his behalf under Article X1 is: (Choose (g) or
(h))

[ ] (g) Subject to the vesting election under Options (a), (b) or (c).

[ ] (h) 100% Nonforfeitable at all times, irrespective of the vesting election
under Options (b) or (c)(2).

               .
     5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED
          -------------------------------------------
PARTICIPANTS/RESTORATION OF FORFEITED ACCRUED BENEFIT. The deemed cash-out rule
-------------------------------------------------------
described in Section 5.04(C) of the Plan: (Choose (a) or (b))

[ ] (a) Does not apply.

[X] (b) Will apply to determine the timing of forfeitures for 0% vested
Participants. A Participant is not a 0% vested Participant if he has a Deferral
Contributions Account.
<PAGE>

5.06 YEAR OF SERVICE - VESTING.
     --------------------------

Vesting computation period. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods: (Choose (a) or (b))

[X]  (a) Plan Years.

[ ]  (b) Employment Years. An Employment Year is the 12 consecutive month period
     measured from the Employee's Employment Commencement Date and each
     successive 12 consecutive month period measured from each anniversary of
     that Employment Commencement Date.

Hours of Service. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: (Choose (c) or (d))

[X]  (c)  1,000 Hours of Service.

[ ]  (d)  _ Hours of Service. [Note: The Hours of Service requirement may not
exceed 1,000.]

5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically excludes the
     -----------------------------------
following Years of Service: (Choose (a) or at least one of (b) through (e))

[X]  (a) None other than as specified in Section 5.08(a) of the Plan.
[ ]  (b) Any Year of Service before the Participant attained the age of _.
[Note: The age selected may not exceed age 18.]

[ ]  (c)  Any Year of Service during the period the Employer did not maintain
this Plan or a predecessor plan.

[ ]  (d)  Any Year of Service before a Break in Service if the number of
consecutive Breaks in Service equals or exceeds the greater of 5 or the
aggregate number of the Years of Service prior to the Break. This exception
applies only if the Participant is 0% vested in his Accrued
<PAGE>

Benefit derived from Employer contributions at the time he has a Break in
Service. Furthermore, the aggregate number of Years of Service before a Break in
Service do not include any Years of Service not required to be taken into
account under this exception by reason of any prior Break in Service.

[ ]  (e) Any Year of Service earned prior to the effective date of ERISA if the
Plan would have disregarded that Year of Service on account of an Employee's
Separation from Service under a Plan provision in effect and adopted before
January 1, 1974.

                                  ARTICLE VI
                    TIME AND METUOD OF PAYMENTS OF BENEFITS

Code (S)411(d)(6) Protected genefits. The elections under this Article VI may
not eliminate Code (S)41 l(d)(6) protected benefits. To the extent the elections
would eliminate a Code (S)41 l(d)(6) protected benefit, see Section 13.02 of the
Plan. Furthermore, if the elections liberalize the optional forms of benefit
under the Plan, the more liberal options apply on the later of the adoption date
or the Effective Date of this Adoption Agreement.

6.01  TIME OF PAYMENT OF ACCRUED BENEFIT.
      ----------------------------------

Distribution date. A distribution date under the Plan means as soon as
administratively feasible . [Note: The Employer must specify the appropriate
date(s). The specified distribution dates primarily establish annuity starting
dates and the notice and consent periods prescribed by the Plan. The Plan allows
the Trustee an administratively practicable period of time to make the actual
distribution relating to a particular distribution date.]

Nonforfeitable Accrued Benefit Not Exceeding $3,500. Subject to the limitations
of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a), (b), (c)
(d) or (e))

[ ] (a) of the Plan Year beginning after the Participant's Separation from
Service.
[X] (b) as soon as possible following the Participant's Separation from Service.
[ ] (c) of the Plan Year after the Participant incurs_ Break(s) in Service (as
defined in Article V).
[ ] (d)_ following the Participant's attainment of Normal Retirement Age, but
not earlier than_ days following his Separation from Service.
[ ] (e) (Specify)_.
<PAGE>

Nonforfeitable Accrued Benefit Exceeds $3,500. See the elections under Section
6.03.

Disability. The distribution date, subject to Section 6.01(A)(3), is: (Choose 0,
(g) or (h))

[ ]  (f)  ___ after the Participant terminates employment because of disability.

[X]  (g)  The same as if the Participant had terminated employment without
disability.
[ ]  (h)  (Specify) ____

Hardship. (Choose (i) or (j))

[X]  (i)  The Plan does not permit a hardship distribution to a Participant who
has separated from Service.

[ ]  (j)  The Plan permits a hardship distribution to a Participant who has
separated from Service in accordance with the hardship distribution policy
stated in: (Choose (1), (2) or (3))

[ ] (1)  Section 6.01 (A)(4) of the Plan.
[ ] (2)   Section 14.11 of the Plant

[ ] (3) The addendum to this Adoption Agreement, numbered Section 6.01.

Default on a Loan. If a Participant or beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan: (Choose (k), (1) or (m))

[X]  (k) Treats the default as a distributable event. The Trustee, at the time
of the default, will reduce the Participant's Nonforfeitable Accrued Benefit by
the lesser of the amount in default (plus accrued interest) or the Plan's
security interest in that Nonforfeitable Accrued benefit. To the extent the loan
is attributable to the Participant's Deferral Contributions Account, Qualified
Matching Contributions Account or Qualified Nonelective Contributions Account,
the Trustee will not reduce the Participant's Nonforfeitable Accrued Benefit
unless the Participant has separated from Service or unless the Participant has
attained age 59 1/2.

[ ]  (1)Does not treat the default as a distributable event. When an otherwise
distributable event first



<PAGE>

occurs pursuant to Section 6.01 or Section 6.03 of the Plan, the Trustee will
reduce the Participant's Nonforfeitable Accrued Benefit by the lesser of the
amount in default (plus accrued interest) or the Plan's security interest in
that Nonforfeitable Accrued benefit.

[ ]  (m) (Specify) ___.

     6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory Committee will
          ------------------------------------
apply Section 6.02 of the Plan with the following mod)fications: (Choose (a) or
at least one of (b), (c), (d) and (e))

[X] (a) No modifications

[ ]  (b) Except as required under Section 6.01 of the Plan, a lump sum
distribution is not available: ___.

[ ]  (c) An installment distribution: (Choose (1) or at least one of (2) or
(3))

     [ ] (1) Is not available under the Plan.

     [ ] (2) May not exceed the lesser of ___ years or the maximum period
permitted under Section 6.02.

     [ ] (3) (Specify) ___.

[ ]   (d) The Plan permits the following annuity options: ___

     Any Participant who elects a life annuity option is subject to the
requirements of Sections 6.04(A), (B), (C) and (D) of the Plan. See Section
6.04(E). [Note: The Employer may specify additional annuity options in an
addendum to this Adoption Agreement, numbered 6.02(d).]

[ ]   (e) If the Plan invests in qualifying Employer securities, as described in
Section 10.03(F), a Participant eligible to elect distribution under Section
6.03 may elect to receive that distribution in Employer securities only in
accordance with the provisions of the addendum to this Adoption Agreement,
numbered 6.02(e).

6.03 BENEFIT PAYMENT ELECTIONS.
     -------------------------
<PAGE>

Participant Elections After Separation from Service. A Participant who is
eligible to make distribution elections under Section 6.03 of the Plan may elect
to commence distribution of his Nonforfeitable Accrued genefit: (Choose at least
one of (a) through (c))

[ ]  (a) As of any distribution date, but not earlier than ___ of the ___ Plan
Year beginning after the Participant's Separation from Service.

[X]  (b) As of the following date(s): (Choose at least one of Options (1)
through (6))

[ ] ( l ) Any distribution date after the close of the Plan Year in which the
Participant attains Normal Retirement Age.

[X] (2) Any distribution date following his Separation from Service with the
Employer.

[ ] (3)  Any distribution date in the ___ Plan Year(s) beginning after his
Separation from Service.

[ ] (4) Any distribution date in the Plan Year after the Participant incurs ___
    Break(s) in Service (as defined in Article V).

[ ] (5) Any distribution date following attainment of age ___ and completion of
at least ___ Years of Service (as defined in Article V).

[ ] (6) (Specify) ___.

[ ]  (c)  (Specify)

     The distribution events described in the election(s) made under Options
(a), (b) or (c) apply equally to all Accounts maintained for the Participant
unless other~vise specified in Option (c).

Participant Elections Prior to Separation from Service - Regular Matching
Contributions Account and Employer Contributions Account. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Regular Matching Contributions Account and Employer Contributions
Account prior to his Separation from Service. (Choose (d) or at least one of (e)
through (h))

[X]  (d)   No distribution options prior to Separation from Service.
<PAGE>

[ ]  (e) Attainment of Specified Age. Until he retires, the Participant has a
continuing election to receive all or any portion of his Nonforfeitable interest
in these Accounts after he attains: (Choose (1) or (2))

[ ]  (1)  Normal Retirement Age.

[ ]  (2) ___ years of age and is at least % vested in these Accounts. [Note: If
the percentage is less than 100%, see the special vestingformula in Section
5.03.]

[ ] (f) After a Participant has participated in the Plan for a period of not
less than ___ years and he is 100% vested in these Accounts, until he retires,
the Participant has a continuing election to receive all or any portion of the
Accounts. [Note: The number in the blank space may not be less than 5.]

[ ]  (g) Hardship. A Participant may elect a hardship distribution prior to his
Separation from Service in accordance with the hardship distribution policy:
(Choose (1), (2) or (3); (4) is available only as an additional option)

[ ] (1) Under Section 6.01(A)(4) of the Plan.

[ ] (2) Under Section 14.11 of the Plan.

[ ] (3) Provided in the addendum to this Adoption Agreement, numbered Section
6.03.

[ ] (4) In no event may a Participant receive a hardship distribution before he
    is at least __ % vested in these Accounts. [Note: If the percentage in the
    blank is less than 100%, see the special vesting formula in Section 5. 03.1

[ ] (h) (Specify) ___.

[Note: The Employer may use an addendum, numbered 6.03, to provide additional
language authorized by Options (b)(6), (c), (g)(3) or (h) of this 21doption
Agreement Section 6.03.]

Participant Elections Prior to Separation from Service - Deferral Contributions
Account, Qualified Matching Contributions Account and Qualified Nonelective
Contributions Account. Subject to the
<PAGE>

restrictions of Article VI, the following distribution options apply to a
Participant's Deferral Contributions Account, Qualified Matching Contributions
Account and Qualified Nonelective Contributions Account prior to his Separation
from Service. (Choose (i) or at least one of G) through (l))

[ ]  (i) No distribution options prior to Separation from Service.

[X]  (1) Until he retires, the Participant has a continuing election to receive
all or any portion of these Accounts after he attains: (Choose (1) or (2))

[ ] (1) The later of Normal Retirement Age or age 59 1/2.

[X] (2) Age59 1/2 (atleast 59 1/2).

[X]  (k) Hardship. A Participant, prior to this Separation from Service, may
elect a hardship distribution from his Deferral Contributions Account in
accordance with the hardship distribution policy under Section 14.11 of the
Plan.

[ ]  (l) (Specify) _. [Note: Option (l) may not permit in service distributions
prior to age 591/2 (other than hardship) and may not modify the hardship policy
described in Section 14.11.]

Sale of trade or business/subsidiary. If the Employer sells substantially all of
the assets (within the meaning of Code (S)409(d)(2)) used in a trade or business
or sells a subsidiary (within the meaning of Code (S)409(d)(3)), a Participant
who continues employment with the acquiring corporation is eligible for
distribution from his Deferral Contributions Account, Qualified Matching
Contributions Account and Qualified Nonelective Contributions Account: (Choose
(m) or (n))

[ ]  (m) Only as described in this Adoption Agreement Section 6.03 for
distributions prior to Separation from Service.

[X]  (n) As if he has a Separation from Service. After March 31, 1988, a
distribution authorized solely by reason of this Option (n) must constitute a
lump sum distribution, determined in a manner consistent with Code (S)401
(k)(10) and the applicable Treasury regulations.
<PAGE>

     6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The
          -----------------------------------------------------------
annuity distribution requirements of Section 6.04: (Choose (a) or (b))

[X]  (a) Apply only to a Participant described in Section 6.04(E) of the Plan
(relating to the profit sharing exception to the joint and survivor
requirements).

[ ]  (b) Apply to all Participants.

                                   ARTICLE IX
       ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

     9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other than
          ----------------------------------------
a distribution from a segregated Account and other than a corrective
distribution described in Sections 14.07, 14.08, 14.09 or 14.10 of the Plan)
occurs more than 90 days after the most recent valuation date, the distribution
will include interest at: (Choose (a), (b) or (c))

[X] (a) 0 % per annum. [Note: The percentage may equal 0%.]

[ ] (b) The 90 day Treasury bill rate in effect at the beginning of the
current valuation period.

[ ] (c) (Specify)_

     9.1 1 ALLOCATION AND DISTRIBUI ION OF NET INCOME GAIN OR LOSS. Pursuant to
           -------------------------------------------------------
Section 14.12, to determine the allocation of net income, gain or loss:
(Complete only those items, if any, which are applicable to the Employer's Plan)

[X]  (a) For salary reduction contributions, the Advisory Committee will:
(Choose (1), (2), (3), (4) or (5))

[X] (1) Apply Section 9.11 without mod)fication.

[ ] (2) Use the segregated account approach describedin Section 14.12.

[ ] (3) Use the weighted average method described in Section 14.12, based on a _
weighting period.
<PAGE>

[ ] (4) Treat as part of the relevant Account at the beginning of the valuation
    period_% of the salary reduction contributions: (Choose (a) or (b))

[ ] (a) made during that valuation period.

[ ] (b) made by the following specified time: _.

[ ] (5) Apply the allocation method described in the addendum to this Adoption
Agreement numbered 9.1 l(a).

(b)  For matching contributions, the Advisory Committee will: (Choose (1), (2)
     (3) or (4))

[X] (1) Apply Section9.11 without mod)fication.

[ ] (2) Use the weighted average method described in Section 14.12, based
on a_ weighting period.

[ ] (3) Treat as part of the relevant Account at the beginning of the valuation
    period_% of the matching contributions allocated during the valuation
    period.

[ ] (4) Apply the allocation method described in the addendum to this Adoption
Agreement numbered 9.1 l(b).

(c)  For Participant nondeductible contributions, the Advisory Committee
will:(Choose (1), (2), (3) or (4))

[ ] (1) Apply Section9.11 without mod)fication.

[ ] (2) Use the segregated account approach describedin Section 14.12.

[ ] (3) Use the weighted average method described in Section 14.12, based on a
weighting period.

(4)  Treat as part of the relevant Account at the beg~nning of the valuation
period_% of the Participant nondeductible contributions: (Choose (a) or (b))
<PAGE>

[ ] (a) made during that valuation period.

[ ] (b) made by the following specified time:_.

[ ] (5) Apply the allocation method described in the addendum to this Adoption
Agreement numbered 9.1 l(c).

                                  ARTICLE X
                TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

     10.03 INVESTMENT POWERS. Pursuant to Section 10.03[F] of the Plan, the
           -----------------
aggregate inve qualifying Employer securities and in qualifying Employer real
property: (Choose (a) or (b))

[X] (a) May not exceed 10% of Plan assets.

[ ] (b) May not exceed _% of Plan assets. [Note: The percentage may not exceed
100%.]

      10.14 VALUATION OF TRUST. In addition to each Accounting Date, the Trustee
            ------------------
must valu the following valuation date(s): (Choose (a) or (b))

[X] (a) No other mandatory valuation dates.

[ ]  (b)  (Specify) every day the New York Stock Exchange conducts business;
Trust Reports are published quarterly.

                            EFFECTIVE DATE ADDENDUM
                             (Restated Plans Only)

    The Employer must complete this addendum only if the restated Effective Date
specified in Adoption Agreement ection 1.18 is different than the restated
effective date for at least one of the provisions listed in this addendum. In
lieu of the restated Effective Date in Adoption Agreement Section 1. 18, the
following special effective dates apply: (Choose whichever elections apply)

[ ]  (a) Compensation definition. The Compensation definition of Section 1.12
(other than the
<PAGE>

$200,000 limitation) is effective for Plan Years beginning after_. [Note: May
not be effective later than the first day of the first Plan Year beginning after
the Employer executes this Adoption Agreement to restate the Plan for the Tax
Reform Act of 1986, if applicable.]

[ ] (b)  Eligibility conditions. The eligibility conditions specified in
Adoption Agreement Section 2.01 are effective for Plan Years beginning after_

[ ] (c) Suspension of Years of Service. The suspension of Years of Service rule
elected under Adoption Agreement Section 2.03 is effective for Plan Years
beginning after_.

[ ] (d) Contribution/allocation formula. The contribution formula elected under
Adoption Agreement Section 3.01 and the method of allocation elected under
Adoption Agreement Section 3.04 is effective for Plan Years beginning after_.

[ ] (e) Accrual requirements. The accrual requirements of Section 3.06 are
effective for Plan Years beginning after

[ ] (f) Employment condition. The employment condition of Section 3.06 is
effective for Plan Years beginning after

[ ] (g) Elimination of Net Profits. The requirement for the Employer not to have
net profits to contribute to this Plan is effective for Plan Years beginning
after_. [Note: The date specified may not be earlier than December 31, 1985.]

(h)  Vesting Schedule. The vesting schedule elected under Adoption Agreement
Section 5.03 is effective for Plan Years beginning after_.

[ ]  (i)  Allocation of Earnings. The special allocation provisions elected
under Adoption Agreement Section 9.1 1 are effective for Plan Years beginning
after _.

[ ]  (j)  (Specify)

     For Plan Years prior to the special Effective Date, the terms of the Plan
prior to its restatement under this Adoption Agreement will control for purposes
of the designated provisions. A special
<PAGE>

Effective Date may not result in the delay of a Plan provision beyond the
permissible Effective Date under any applicable law requirements.

Execution Page

The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and trustees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Master Planand Trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement, the Employer by its duly authorized
of ficers, has execute~this Adoption AgTeement, and the Trustee (and Custodian,
if applicable) sign)fied its acceptance, on this 25th day of July, 2000 day of
Name and EIN of Employer: National Home Centers, Inc. 71-0403343 /:

Signed:_______________________
Name(s) of Trustee:
MORGAN STANLEY DEAN WI1TER TRUST FSB

Signed:_________________________
Plan Number. The 3-digit plan number the Employer assigns to this Plan for ERISA
reporting purposes (Form 5500 Series) is: 001.

Use of Adoption Agreement. Failure to complete properly the elections in this
Adoption AgTeement may result in disqualification of the Employer's Plan. The 3-
digit number assigned to this Adoption Agreement (see page 1) is solely for
Master Plan Sponsor's recordkeeping purposes and does not necessarily co~Tespond
to the plan number the Employer aesignated in the prior paragraph.

Master Plan Sponsor. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employers of any amendment of this
Master Plan or of any abandonment or discontinuance by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries regarding the adoption of
the Master Plan, the Master Plan Sponsor's intended meaning of any plan
provisions or the effect of the opinion letter issued to the Master Plan
Sponsor, please contact the Master Plan Sponsor at the following address:
Harborside Financial Center, Plaza II, Jersey City, NJ 073 1 1
<PAGE>


Reliance on Opinion Letter. The Employer may not rely on the Master Plan
Sponsor's opinion letter covering this Adoption Agreement. For reliance on the
Plan's qualification, the Employer must obtain a determination letter from the
applicable IRS Key District office.