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                                                                   Exhibit 10.32

                                                                       Plan #002

                                NONSTANDARDIZED

                              ADOPTION AGREEMENT

                   PROTOTYPE CASH OR DEFERRED PROFIT-SHARING

                       PLAN AND TRUST/CUSTODIAL ACCOUNT

                                 Sponsored by

                               NATIONAL CITY BANK

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/Custodial Account Basic Plan
Document #04.

1.    EMPLOYER INFORMATION

      NOTE:     If multiple Employers are adopting the Plan, complete this
                section 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.

      (a)   NAME AND ADDRESS:

            The Finish Line, Inc.
            3308 N. Mitthoeffer Road
            Indianapolis, IN  46236

      (b)   TELEPHONE NUMBER:     (317)899-1022

      (c)   TAX ID NUMBER:        35-1537210

      (d)   FORM OF BUSINESS:

            [_]     (i)    Sole Proprietor

            [_]     (ii)   Partnership

            [X]     (iii)  Corporation

            [_]     (iv)   "S" Corporation (formerly known as Subchapter S)

            [_]     (v)    Other: ___________________________


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      (e)   NAME OF INDIVIDUAL AUTHORIZED TO ISSUE
            INSTRUCTIONS TO THE TRUSTEE/CUSTODIAN:

            David Klapper, Gary Cohen, Steve Schneider

      (f) NAME OF PLAN: The Finish Line, Inc. Profit Sharing and 401(k)
                        Plan

      (g)   THREE DIGIT PLAN NUMBER
            FOR ANNUAL RETURN/REPORT:   003

2.    EFFECTIVE DATE

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


      (b)   This is an amended Plan.

            The effective date of the original Plan was November 1, 1989
                                                        ----------------.

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

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

3.    DEFINITIONS

      (a)   "Collective or Commingled Funds" (Applicable to institutional
            Trustees only.) Investment in collective or commingled funds as
            permitted at paragraph 13.3(b) of the Basic Plan Document #04
            shall only be made to the following specifically named fund(s):







            Funds made available after the execution of this Adoption
            Agreement will be listed on schedules attached to the end of this
            Adoption Agreement.

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

            [X]     (i)      Plan Year.

            [ ]     (ii)     Employer's Taxable Year.

            [ ]     (iii)    Calendar Year.

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

            [ ]     (iv)     Code Section 6041 and 6051 Compensation,

            [X]     (v)      Code Section 3401(a) Compensation, or

            [ ]     (vi)     Code Section 415 Compensation.

            Compensation [ ] shall [X] shall not include Employer
            contributions made pursuant to a Salary Savings Agreement which
            are not includable in the gross income of the Employee for the
            reasons indicated in the definition of Compensation at 1.12 of
            the Basic Plan Document #04.

            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
            $200,000 of Code Section 415(d), thus the amount should be less
            than $200,000 as adjusted for cost-of-living increases.]

            (iii)   Exclusions From Compensation:

                    (1)      overtime.

                    (2)      bonuses.

                    (3)      commissions.

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                    (4)   _________________


            Type of Contribution(s)                             Exclusion(s)
            -----------------------                             ------------

            Elective Deferrals [Section 7(b)]                   n/a
                                                                -----------

            Matching Contributions [Section 7(c)]               n/a
                                                                -----------

            Qualified Non-Elective Contributions [Section 7(d)]
            and Non-Elective Contributions [Section 7(e)]
                                                                ___________


      (c)   "Entry Date"

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

            [ ]     (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 coinciding with or
                             following the date on which an Employee meets the
                             eligibility requirements.

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

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      (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. An Employee shall be
                            credited with ten (10) Hours of Service if under
                            paragraph 1.42 of the Basic Plan Document #04 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 1.42 of the Basic Plan Document #04
                            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 1.42 of the
                            Basic Plan Document #04 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 1.42 of the Basic Plan
                            Document #04 such Employee would be credited with at
                            least one (1) Hour of Service during the month.

      (e)      "Limitation Year" The 12-consecutive month period commencing on
                November 1 and ending on October 31.
                ----------               -----------

               If applicable, the Limitation Year will be a short Limitation
               Year commencing on November 1 and ending on December 31 .
                                  ----------               -----------
               Thereafter, the Limitation Year shall end on the date last
               specified above.

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      (f)      "Net Profit"

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

               [_]     (ii)     As defined in paragraph 1.49 of the Basic Plan
                                Document #04.

               [_]     (iii)    Shall be defined as:

                                ______________________

                       (Only use if definition in paragraph 1.49 of the Basic
                       Plan Document #04 is to be superseded.)

      (g)      "Plan Year" The 12-consecutive month period commencing on January
                                                                         -------
                1 and ending on December 31.
                -               -----------

               If applicable, the Plan Year will be a short Plan Year commencing
               on November 1 and ending on December 31. Thereafter, the Plan
                  ----------               -----------
               Year shall end on the date last specified above.

      (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).

      (i)      "Qualified Joint and Survivor Annuity" The safe-harbor provisions
               of paragraph 8.7 of the Basic Plan Document #04 [X] are [_] are
               not applicable. If not applicable, the survivor annuity shall be
               ___% (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.

      (j)      "Taxable Wage Base" [paragraph 1.79]

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

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               [X]     (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 paragraph
                              3(j)(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 (ii) may result in
                              a change in the allocation formula in Section 7.

      (k)      "Valuation Date(s)" Allocations to Participant Accounts will be
               done in accordance with Article V of the Basic Plan Document #04:

               (i)     Daily                      (v)     Quarterly

               (ii)    Weekly                     (vi)    Semi-Annually

               (iii)   Monthly                    (vii)    Annually

               (iv)    Bi-Monthly

               Indicate Valuation Date(s) to be used by specifying option from
               list above:

               Type of Contribution(s)                         Valuation Date(s)
               -----------------------                         -----------------

               After-Tax Voluntary Contributions [Section 6]   n/a
                                                               -----

               Elective Deferrals [Section 7(b)]               i
                                                               -----

               Matching Contributions [Section 7(c)]           i
                                                               -----

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               Qualified Non-Elective Contributions [Section 7(d)]         i
                                                                           -----

               Non-Elective Contributions [Section 7(e), (f) and (g)]      i
                                                                           -----

               Minimum Top-Heavy Contributions [Section 7(i)]              i
                                                                           -----

      (l)      "Year of Service"

               (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 1  (not
                                                                        ---
                       more than 1,000) Hours of Service.


               (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

      (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.

      (b)      Age:

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

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

               [X]              (iii) The Plan shall exclude Employees who are
                                nonresident aliens and who receive no earned
                                income from the Employer which constitutes
                                income from sources within the United States.

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

                                _______________________

      (d)      Employees on Effective  Date:

               [X]     (i)      Not Applicable. All Employees 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.

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

5.    RETIREMENT AGES

      (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.

      (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.

6.    EMPLOYEE CONTRIBUTIONS

      [X]      (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 shall be permitted to
                       amend their Salary Savings Agreements to change the
                       contribution percentage as provided below:

                       [_]      (i)      On the Anniversary Date of the Plan,

                       [X]      (ii)     On the Anniversary Date of the Plan and
                                         on the first day of the seventh month
                                         of the Plan Year,

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                       [_]     (iii)     On the Anniversary Date of the Plan and
                                         on the first day following any
                                         Valuation Date, or

                       [_]     (iv)      Upon 30 days notice to the Employer.

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

      [_]      (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.

      [_]      (d)     If necessary to pass the Average Deferral Percentage
                       Test, Participants [_] may [_] may not have Elective
                       Deferrals recharacterized as Voluntary Contributions.

               NOTE:            The Average Deferral Percentage Test will apply
                                to contributions under (a) above. The Average
                                Contribution Percentage Test will apply to
                                contributions under (b) and (c) above, and may
                                apply to (a).

7.    EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF

      NOTE:            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. 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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      (a)      Profits Requirement:

               (i)     Current or Accumulated Net Profits are required for:

                       [_]      (A)      Matching Contributions.

                       [_]      (B)      Qualified Non-Elective Contributions.

                       [_]      (C)      discretionary contributions.

               (ii)    No Net Profits are required for:

                       [X]      (A)      Matching Contributions.

                       [X]      (B)      Qualified Non-Elective Contributions.

                       [X]      (C)      discretionary contributions.

               NOTE:            Elective Deferrals can always be contributed
                                regardless of profits.

[X]   (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.

               [_]     (ii)     until the first day of the next valuation
                                period.

               [X]     (iii)    for a period of 6     month(s) (not to exceed 12
                                                ------
                                months).


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[X] (c)        Matching Employer Contribution [See paragraphs (h) and (i)]:

               [_]    (i)     Percentage Match: The Employer shall contribute
                              and allocate to each eligible Participant's
                              account an amount equal to ____% of the amount
                              contributed and allocated in accordance with
                              paragraph 7(b) above and (if checked) ____% of [_]
                              the amount of Voluntary Contributions made in
                              accordance with paragraph 4.1 of the Basic Plan
                              Document #04. The Employer shall not match
                              Participant Elective Deferrals as provided above
                              in excess of $_______ or in excess of ____% of the
                              Participant's Compensation or if applicable,
                              Voluntary Contributions in excess of $_______ or
                              in excess of ____% of the Participant's
                              Compensation. In no event will the match on both
                              Elective Deferrals and Voluntary Contributions
                              exceed a combined amount of $________ or _______%.


               [X]    (ii)    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 paragraph 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.

               [_]    (iii)   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 (iii) above may not increase as
                      the percentage of Participant's contribution increases.

               [_]    (iv)    Flat Dollar Match: The Employer shall contribute
                              and allocate to each Participant's account $_____

                              if the Participant defers at least 1% of


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                              Compensation.

               [_]    (v)     Percentage of Compensation Match: The Employer
                              shall contribute and allocate to each
                              Participant's account _____% of Compensation if
                              the Participant defers at least 1% of
                              Compensation.

               [_]    (vi)    Proportionate Compensation Match: The Employer
                              shall contribute and allocate to each Participant
                              who defers at least 1% of Compensation, an amount
                              determined by multiplying such Employer Matching
                              Contribution by a fraction the numerator of which
                              is the Participant's Compensation and the
                              denominator of which is the Compensation of all
                              Participants eligible to receive such an
                              allocation. The Employer shall set such
                              discretionary contribution prior to the end of the
                              Plan Year.

               [_]    (vii)   Qualified Match: Employer Matching Contributions
                              will be treated as Qualified Matching
                              Contributions to the extent specified below:

                              [_]     (A)      All Matching Contributions.

                              [_]     (B)      None.

                              [_]     (C)      _____% of the Employer's Matching
                                               Contribution.

                              [_]     (D)      Up to_______% of each
                                               Participant's Compensation.

                              [_]     (E)      The amount necessary to meet the
                                               [_] Average Deferral Percentage
                                               (ADP) Test, [_] Average
                                               Contribution Percentage (ACP)
                                               Test, [_] Both the ADP and ACP
                                               Tests.

                              (viii)  Matching Contribution Computation Period:
                                      The time period upon which matching
                                      contributions will be based shall be

                              [_]     (A)      weekly

                              [X]     (B)      bi-weekly

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                              [_]     (C)     semi-monthly

                              [_]     (D)      monthly

                              [_]     (E)      quarterly

                              [_]     (F)      semi-annually

                              [_]     (G)      annually

                              (ix)    Eligibility for Match: Employer Matching
                                      Contributions, whether or not Qualified,
                                      will only be made on Employee
                                      Contributions not withdrawn prior to the
                                      end of the [X] valuation period [_] Plan
                                      Year.

[X] (d)   Qualified Non-Elective Employer Contribution - [See paragraphs (h) and
          (i)] 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:

          [X]   (i)      All such Qualified non-Elective Contributions.

          [_]   (ii)     The amount necessary to meet [_] the ADP test, [_] the
                         ACP test, [ ] Both the ADP and ACP tests.

          Qualified non-Elective Contributions will be made to:

          [_]   (iii)    All Employees eligible to participate.

          [_]   (iv)     Only non-Highly Compensated Employees eligible to
                         participate.

[_]  (e)  Additional Employer Contribution Other Than Qualified Non-Elective
          Contributions -

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               Non-Integrated [See paragraphs (h) and (i)]

               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.

[X] (f)        Additional Employer Contribution - Integrated Allocation Formula
               [See paragraphs (h) and (i)]

               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 Taxable 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 3(j) 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

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                       benefit is provided under another Plan [see Section
                       11(c)(ii)] covering the same Employees, sub-paragraphs
                       (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.

               (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.

[_]  (g)       Additional Employer Contribution-Alternative Integrated
               Allocation Formula. [See paragraph (h) and (i)]

               The Employer shall have the right to make an additional
               discretionary contribution. To the extent that such contributions
               are sufficient, they shall be allocated as follows:

               ____% of each eligible Participant's Compensation plus _____% of
               Compensation in excess of the Taxable Wage Base defined at
               Section 3(j) hereof. The percentage on excess compensation may
               not exceed the lesser of (i) the amount first specified in this
               paragraph or (ii) the greater of 5.7% or the percentage rate of
               tax under Code Section 3111(a) as in effect on the first day of
               the Plan Year attributable to the Old Age (OA) portion of the
               OASDI provisions of the Social Security Act. If the Employer
               specifies a Taxable Wage Base in Section 3(j) which is lower than
               the Taxable Wage Base for Social Security purposes (SSTWB) in
               effect as of the first day of the Plan Year, the percentage
               contributed with respect to excess Compensation must be adjusted.
               If the Plan's Taxable Wage Base is greater than the larger of
               $10,000 or 20% of the SSTWB but not more than 80% of the SSTWB,
               the excess percentage is 4.3%. If the Plan's Taxable Wage Base is
               greater than 80% of the SSTWB but less than 100% of the SSTWB,
               the excess percentage is 5.4%.

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

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     (h)       Allocation of Excess Amounts (Annual Additions)

               In the event that the allocation formula above results in an
               Excess Amount, such excess shall be:

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

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

     (i)       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 paragraphs 7(d), 7(e), 7(f), 7(g) and 9 of this
               Adoption Agreement shall not be less than the amount required
               under paragraph 14.2 of the Basic Plan document #04. Top-Heavy
               minimums will be allocated to:

               [_]    (i)     all eligible Participants.

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

      (j)      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:

               [_]    (i)     the ADP of the affected Highly Compensated
                              Employees.

               [X]    (ii)    the ACP of the affected Highly Compensated
                              Employees.

               [_]    (iii)   a combination of the ADP and ACP of the affected
                              Highly Compensated Employees.

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8.   ALLOCATIONS TO TERMINATED EMPLOYEES

     [X]  (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 1989 and subsequent Plan
              Years.)

     [X]  (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.

               [_]      [_]     (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:    Subsections (a), (b) and (c) below apply to forfeitures of
               amounts other than Excess Aggregate Contributions.

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               (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 allocated to
                                        Participants in the same manner as the
                                        Employer's contribution.

                                        If allocation to other Participants is
                                        selected, the allocation shall be as
                                        follows:

                                         [1]    Amount attributable to Employer
                                                discretionary contributions and
                                                Top-Heavy minimums will be
                                                allocated to:

                                                [_]    all eligible Participants
                                                       under the Plan.

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

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

                                         [2]    Amounts attributable to Employer
                                                Matching contributions will be
                                                allocated to:

                                                [_]    all eligible
                                                       Participants.

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

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

                       [_]     (iv)     Forfeitures shall be applied to offset
                                        administrative expenses of

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                                        the Plan. If forfeitures exceed these
                                        expenses, (iii) above shall apply.

      (b)      Date for Reallocation:

      NOTE:           If no distribution has been made to a former Participant,
                      sub-section (i) below will apply to such Participant even
                      if the Employer elects (ii), (iii) or (iv) below as its
                      normal administrative policy.

                       [_]    (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 immediately
                                    (as of the next Valuation Date).

                       [_]    (iii) Forfeitures shall be reallocated at the end
                                    of the Plan Year during which the former
                                    Employee incurs his or her __ (1st, 2nd,
                                    3rd, or 4th) consecutive one year Break In
                                    Service.

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

      (c)      Restoration of Forfeitures:

               If amounts are forfeited prior to five consecutive 1-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 contribution.

               [3]     (iii)    Income or gain to the Plan.

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      (d)      Forfeitures of Excess Aggregate Contributions shall be:

               [X]     (i)      Applied to reduce Employer contributions.

               [_]     (ii)     Allocated, after all other forfeitures
                                under the Plan, to the Matching Contribution
                                account of each non-highly compensated
                                Participant who made Elective Deferrals or
                                Voluntary Contributions in the ratio which each
                                such Participant's Compensation for the Plan
                                Year bears to the total Compensation of all
                                Participants for such Plan Year. Such
                                forfeitures cannot be allocated to the account
                                of any Highly Compensated Employee.

               Forfeitures of Excess Aggregate Contributions will be so applied
               at the end of the Plan Year in which they occur.

10.   CASH OPTION

      [_]      (a)     The Employer may permit a Participant to elect to defer
                       to the Plan, an amount not to exceed ____% 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.

      [X]      (b)     Not Applicable.

11.   LIMITATIONS ON ALLOCATIONS

      [X]      This is the only Plan the Employer maintains or ever maintained,
               therefore, this section is not applicable.

      [_]      The Employer does maintain or has maintained another Plan
               (including a Welfare Benefit Fund or an individual medical
               account (as defined in Code Section 415(1)(2)), under which
               amounts are treated as Annual Additions) and has completed the
               proper

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               sections below.

               Complete (a), (b) and (c) only if the Employer maintains or ever
               maintained another qualified plan, including a Welfare Benefit
               Fund or an individual medical account [as defined in Code Section
               415(l)(2)] in which any Participant in this Plan is (or was) a
               participant or could possibly become a participant.

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

               [X]     (i)      provisions of Article X of the Basic Plan
                                Document #04 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.

      (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.

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

               [_]     (i)      this Plan.

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               [_]     (ii)   ____________________________________________
                              (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

      Employees shall have a fully vested and nonforfeitable interest in any
      Employer contribution and the investment earnings thereon made in
      accordance with paragraphs (select one or more options) [_] 7(c), [_]
      7(e), [_] 7(f), [_] 7(g) and [_] 7(i) hereof. Contributions under
      paragraph 7(b), 7(c)(vii) and 7(d) are always fully vested. If one or more
      of the foregoing options are not selected, such Employer contributions
      shall be subject to the vesting table selected by the Employer.

      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 below except with respect
      to any Plan Year during which the Plan is Top-Heavy, in which case the
      Two-twenty vesting schedule [Option (b)(iv)] shall automatically apply
      unless the Employer has already elected a faster vesting schedule. If the
      Plan is switched to option (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.

      (a)      Computation Period:

               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,

               [_]    (ii)  shall commence on the date on which an Employee
                            first performs an Hour of Service for the Employer
                            and each subsequent 12-consecutive month period
                            shall commence on the anniversary thereof, or

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                                month period shall commence on the anniversary
                                thereof, or

               [X]     (iii)    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 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(l)(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.

      (b)      Vesting Schedules:

      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.

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        (i)     Full and immediate vesting.

                      Years of Service
                      ----------------
                         1        2        3       4        5        6        7
                        --      ---       --      --       --       --       --
        (ii)             %     100%
                    -----
        (iii)            %        %     100%
                    -----    -----
        (iv)             %      20%      40%     60%      80%     100%
                    -----
        (v)              %        %      20%     40%      60%      80%     100%
                    -----    -----
        (vi)           10%      20%      30%     40%      60%      80%     100%

        (vii)            %        %        %       %     100%
                    -----    -----    -----   -----

        (viii)      0    %   20   %   50   %  75   %   100  %        %      100%
                    -----    -----    -----   -----    -----    -----     -----

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

               [X]   All contributions other than those which are fully vested
               when contributed will vest under schedule viii above.
                                                         ----

               [ ] Contributions other than those which are fully vested when
               contributed will vest as provided below:

                      Vesting
                   Option Selected        Type Of Employer Contribution
                   ---------------        -----------------------------

                   ________                   7(c) Employer Match on Salary
                                                     Savings

                   ________                   7(c) Employer Match on
                                                       Employee Voluntary

                   ________                   7(e) Employer Discretionary

                   ________                   7(f) & (g) Employer Discretionary
                                                      Integrated

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      (c)      Service disregarded for Vesting:

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

               [_]     (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.

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

13.   SERVICE WITH PREDECESSOR ORGANIZATION

      For purposes of satisfying the Service requirements for eligibility, Hours
      of Service shall include Service with the following predecessor
      organization(s):
      (These hours will also be used for vesting purposes.)


14.   ROLLOVER/TRANSFER CONTRIBUTIONS

      (a)      Rollover Contributions, as described at paragraph 4.3 of the
               Basic Plan Document #04, [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.

      (b)      Transfer Contributions, as described at paragraph 4.4 of the
               Basic Plan Document #04 [_] 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 Basic Plan Document #04.

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15.   HARDSHIP WITHDRAWALS

      Hardship withdrawals, as provided for in paragraph 6.9 of the Basic Plan
      Document #04, [_] are [X] are not permitted.

16.   PARTICIPANT LOANS

      Participant loans, as provided for in paragraph 13.5 of the Basic Plan
      Document #04, [X] are [_] are not permitted. If permitted, repayments of
      principal and interest shall be repaid to [X] the Participant's segregated
      account or [_] the general Fund.

17.   INSURANCE POLICIES

      The insurance provisions of paragraph 13.6 of the Basic Plan Document #04
      [_] shall [X] shall not be applicable.

18.   EMPLOYER INVESTMENT DIRECTION

      The Employer investment direction provisions, as set forth in paragraph
      13.7 of the Basic Plan Document #04, [X] shall [_] shall not be
      applicable.

19.   EMPLOYEE INVESTMENT DIRECTION

      (a)      The Employee investment direction provisions, as set forth in
               paragraph 13.8 of the Basic Plan Document #04, [X] shall [_]
               shall not be applicable.

               If applicable, Participants may direct their investments:

               [_]    (i)      among funds offered by the Trustee.

               [X]    (ii)     among any allowable investments.

      (b)      Participants may direct the following kinds of contributions and
               the earnings thereon (check all applicable):

               [X]     (i)      All Contributions

               [_]    (ii)     Elective Deferrals

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               [_]    (iii)    Employee Voluntary Contributions (after-tax)

               [_]    (iv)     Employee Mandatory Contributions (after-tax)

               [_]    (v)      Employer Qualified Matching Contributions

               [_]    (vi)     Other Employer Matching Contributions

               [_]    (vii)    Employer Qualified Non-Elective Contributions

               [_]    (viii)   Employer Discretionary Contributions

               [_]    (ix)     Rollover Contributions

               [_]    (x)      Transfer Contributions

               [_]    (xi)     All of above which are checked, but only to the
                               extent that the Participant is vested in those
                               contributions.

      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 rights
                       of paragraph 13.8.

20.   EARLY PAYMENT OPTION

      (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.

      (b)      A Participant who has attained age 59-1/2 and who has not
               separated from Service [X] may [_] may not obtain a distribution
               of his or her vested Employer contributions. Distribution can
               only be made if the Participant is 100% vested.

      (c)      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

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               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 item 21(a) below.

21.   DISTRIBUTION OPTIONS

      (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 consecutive one-year
                                Breaks 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.

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

      (b)      Optional Forms of Payment:

               [X]     (i)      Lump Sum.

               [_]     (ii)     Installment Payments.

               [_]     (iii)    Life Annuity*.

               [_]     (iv)     Life Annuity  Term Certain*.
                                Life Annuity with payments guaranteed for years
                                (not to exceed 20 years, specify all
                                applicable).

               [_]     (v)      Joint and [ ] 50%, [ ] 66-2/3%, [ ] 75% or [ ]
                                100% survivor annuity* (specify all applicable).

               [_]     (vi)     Other form(s) specified:___________________

               *Not available in Plan meeting provisions of paragraph 8.7 of
Basic Plan Document #04.

      (c)      Recalculation of Life Expectancy:

               In determining required distributions under the Plan,
               Participants and/or their Spouse (Surviving Spouse) [_] shall [X]
               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.

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

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22.   SPONSOR CONTACT

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

      (Job Title)  I/T EB COMPLIANCE OFFICER
      (Phone Number)  216-575-2000

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

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23.   SIGNATURES:

      Due to the significant tax ramifications, the Sponsor recommends that
      before you execute this Adoption Agreement, you contact your attorney or
      tax advisor, if any.

      (a)      EMPLOYER:

               Name and address of Employer if different than specified in
               Section 1 above.

               This agreement and the corresponding provisions of the Plan and
               Trust/Custodial Account Basic Plan Document #04 were adopted by
               the Employer the ____day of _______ , 19__.

               Signed for the Employer by:


               Title:


               Signature:       __________________________________


               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 #04.


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[X]   (b)      TRUSTEE:

               Name of Trustee:

               NATIONAL CITY BANK

               The assets of the Fund shall be invested in accordance with
               paragraph 13.3 of the Basic Plan Document #04 as a Trust. As
               such, the Employer's Plan as contained herein was accepted by the
               Trustee the ____day of________ , 20__.

      Signed for the Trustee by:

      Title:


      Signature:        _____________________  __________________________


[_]   (c)      CUSTODIAN:

               Name of Custodian:


               The assets of the Fund shall be invested in accordance with
               paragraph 13.4 of the Basic Plan Document #04 as a Custodial
               Account. As such, the Employer's Plan as contained herein was
               accepted by the Custodian the ____day of ________, 20__.

      Signed for the Custodian by:

      Title:


      Signature:        _______________________ _________________________


      (d)      SPONSOR:

               The Employer's Agreement and the corresponding provisions of the
               Plan and Trust/Custodial Account Basic Plan Document #04 were
               accepted by the Sponsor the ____day of ________, 20__ .

      Signed for the Sponsor by:


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      Title:

      Signature:          _______________________________________


                                      35