<PAGE>


                             ADOPTION AGREEMENT #003
            NONSTANDARDIZED CODE SECTION 401(K) PROFIT SHARING PLAN


        The undersigned, VALLEY COMMUNITY BANCSHARES, INC. ("Employer"), by
executing this Adoption Agreement, elects to become a participating Employer in
the HUGHES PANAGIOTU, P.S. Defined Contribution Prototype 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 the Prototype Plan.

                                    ARTICLE I
                                   DEFINITIONS

        1.02 TRUSTEE.  The Trustee executing this Adoption Agreement is:
        (CHOOSE (a) OR (b))

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

[]       (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 VALLEY
COMMUNITY BANCSHARES, INC. 401(K) PROFIT SHARING PLAN AND TRUST.

        1.07 EMPLOYEE. The following Employees are not eligible to participate
in the Plan: (CHOOSE (a) OR AT LEAST ONE OF (b) THROUGH (g))

[]        (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 GOOD FAITH BARGAINING.]

[]        (c) Nonresident aliens who do not receive any earned income (as
          defined in Code Section 911(d)(2)) from the Employer which constitutes
          United States source income (as defined in Code Section 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))

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

[X]       (i) Eligible to participate in the Plan, unless excluded by reason of
          an exclusion classification elected under this Adoption Agreement
          Section 1.07.


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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 classification elected under this
Adoption Agreement Section 1.07. In addition: (CHOOSE (j) OR (k))

[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 classification 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.

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

MODIFICATIONS TO COMPENSATION DEFINITION.  (CHOOSE (c) OR AT LEAST ONE OF (d)
THROUGH (j))

[X]       (c) No modifications other than as elected under Options (a) or (b).

[]        (d)  The Plan excludes Compensation in excess of $__________________.

[]        (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.

[]        (j)  (SPECIFY) ______________________________________________

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)

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

[]        (l)  (SPECIFY)  ______________________________________________


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<PAGE>

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 Employe  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 (1) 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)  (SPECIFY)  ______________________________________________.

LIMITATION YEAR.  The Limitation Year is: (CHOOSE (c) OR (d))

[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 JANUARY 1, 1988.
This Plan is a substitution and amendment of an existing retirement plan(s)
originally established JANUARY 1, 1976. [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)

          []        (i)    Participation under Article II.


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          []        (ii)   Vesting under Article V.

          []        (iii)  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 maintained 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.

[X]       (b) The Advisory Committee will reduce a 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:

          [X]       (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

        2.01 ELIGIBILITY.

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 (SPECIFY AGE, NOT EXCEEDING 21).


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<PAGE>

[X]       (b)  Service requirement.  (CHOOSE ONE OF (1) THROUGH (3))

          [X]       (1)  One Year of Service.

          []        (2)  ___ months (not exceeding 12) following the Employee's
                    Employment Commencement Date.

          []        (3)  One Hour of Service.

[X]       (c)  Special requirements for non-401(k) portion of plan.  (MAKE
          ELECTIONS UNDER (1) AND UNDER (2))

          (1)  The requirements of this Option (c) apply to  participation  in:
          (CHOOSE AT LEAST ONE OF (i) THROUGH (iii))

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

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

               [X]     (iii) 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 (i) THROUGH (iv))

               [X]     (i) 1 (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.

               []      (ii) __months (not exceeding 24) following the Employee's
                       Employment Commencement Date.

               []      (iii) One Hour of Service.

               [X]     (iv)  Attainment of age 21 (SPECIFY AGE, NOT
                       EXCEEDING 21).

PLAN ENTRY DATE. "Plan Entry Date" means the Effective Date and: (CHOOSE (D),
(e) OR (f))

[X]       (d)  Semi-annual Entry Dates.  The first 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.

[]        (f)  (SPECIFY ENTRY DATES)  ________________________________________

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))

[X]       (g)  immediately following

[]        (h)  immediately preceding


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<PAGE>

[]        (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 (f). UNLESS OTHERWISE
EXCLUDED UNDER SECTION 1.07, THE EMPLOYEE MUST BECOME A PARTICIPANT BY THE
EARLIER OF: (1) THE FIRST DAY OF THE PLAN YEAR BEGINNING AFTER THE DATE THE
EMPLOYEE COMPLETES THE AGE AND SERVICE REQUIREMENTS OF CODE SECTION 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 (1) 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 (1), (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 Section 401(k) arrangement under
                    this Plan is one Year of Service for Plan Years beginning
                    after December 31, 1988. [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

[]        (b)  _________ Hours of Service

during an eligibility computation period to receive credit for a Year of
Service. [NOTE: THE HOURS 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.

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


                                       6
<PAGE>

        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 (1), (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:

          [ ]       (i) May not again elect not to participate for any
                    subsequent Plan Year.

          [ ]       (ii) 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

        3.01 AMOUNT.

PART I. [OPTIONS (a) THROUGH (g)] 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 SECTION 401(K) ARRANGEMENT).
          (CHOOSE (1) 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 Employer
                       designates as a cash or deferred contribution prior to
                       making that contribution to the Trust.


                                       7
<PAGE>

[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.

[X]       (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 (1)
          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  classifications  of
                       Participants:  (CHOOSE (i) OR (ii))

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

                  []         (ii) (SPECIFY CLASSIFICATIONS)____________________.

                Under this Option (2), the Advisory Committee will allocate the
                amount contributed for each Participant classification in
                accordance with Part II of Adoption Agreement Section 3.04, as
                if the Participants in that classification 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.  [NOTE:  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 (f) 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).


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<PAGE>

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 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
excludes _____________________. [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 Option (g), it will reduce the
matching contribution under a fixed formula on a prorata 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 (j).]

[]        (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 ________________.

          [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.

          []           (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
                    --------------------------        -------------------

                            ______                          ______%
                            ______                          ______%
                            ______                          ______%
                            ______                          ______%


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<PAGE>

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

          []           (5) A Participant's matching contributions may not:
                       (CHOOSE (i) OR (ii))

                  []     (i) Exceed _________________________________.

                  []     (ii) 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 BENEFIT
          STRUCTURES THAT MUST SATISFY THE MINIMUM PARTICIPATION TEST OF CODE
          Section 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 (1) 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 (1) THROUGH (4))

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


                                       10
<PAGE>

PART III. [OPTIONS (k) AND (l)]. SPECIAL RULES FOR CODE Section 401(k)
ARRANGEMENT. (CHOOSE (k) OR (l), 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))

          (1)  Limitation on amount. The Employee's salary reduction
          contributions:  (CHOOSE (i) OR AT LEAST ONE OF (ii) OR (iii))

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

               [X]         (ii) May not exceed 12% 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.

               []          (iii) Based on percentages of Compensation must equal
                           at least___________________.

          (2) An Employee may revoke, on a prospective basis, a salary reduction
          agreement: (CHOOSE (i), (ii), (iii) OR (iv))

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

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

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

               []          (iv)  (SPECIFY, BUT MUST BE AT LEAST ONCE PER PLAN
                           YEAR) ________________________.

          (3) An Employee who revokes his salary reduction agreement may file a
          new salary reduction agreement with an effective date: (CHOOSE (i),
          (ii), (iii) OR (iv))

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

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

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

               [ ]         (iv) (SPECIFY, BUT MUST BE AT LEAST ONCE PER PLAN
                           YEAR FOLLOWING THE PLAN YEAR OF REVOCATION)
                           _____________________________.

          (4) A Participant may increase or may decrease, on a prospective
          basis, his salary reduction percentage or dollar amount: (CHOOSE (i),
          (ii), (iii) OR (iv))

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

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

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


                                       11
<PAGE>

               [ ]         (iv) (SPECIFY, BUT MUST PERMIT AN INCREASE OR A
                           DECREASE AT LEAST ONCE PER PLAN YEAR)
                            ___________________.

[ ]       (l) 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)   _____________%.

        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)
                       ____________of Adoption  Agreement Section 3.01 are
                       allocable to the Qualified Matching Contributions
                       Account.

[ ]       (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: ___________________________________________.

[ ]       (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:
          _______________________________ .

[X]       (d) DESIGNATED QUALIFIED NONELECTIVE CONTRIBUTIONS - DEFINITION OF
          PARTICIPANT. For purposes of allocating the designated qualified
          nonelective contribution, "Participant" means: (CHOOSE (1), (2) OR
          (3))

          [X]          (1) All Participants.

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

          [ ]          (3) (SPECIFY)____________________ .


                                       12
<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 EMPLOYER
ELECTS (f), (g) OR (h); (j) IS OPTIONAL IN ADDITION TO ANY OTHER ELECTION.)

[X]       (e)  NONINTEGRATED ALLOCATION FORMULA.  (CHOOSE (1) OR (2))

          [X]       (1) 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).

          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
          (1) 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.


                                       13
<PAGE>

          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 any 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) 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))

          [ ]       (1) ____% (not exceeding 100%) of the taxable wage base, as
                    determined under Section 230 of the Social Security Act, in
                    effect on the first day of the Plan Year: (CHOOSE ANY
                    COMBINATION OF (i) AND (ii) OR CHOOSE (iii))

                    [ ]       (i)  Rounded to ______________ (but not exceeding
                              the taxable wage base).

                    [ ]       (ii) But not greater than $_______________.

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

          [ ]       (2) $______ [NOTE: NOT EXCEEDING THE TAXABLE WAGE BASE FOR
                    THE PLAN YEAR IN WHICH THIS ADOPTION AGREEMENT FIRST IS
                    EFFECTIVE.]


                                       14
<PAGE>

MAXIMUM DISPARITY TABLE.  For purposes of Options (f), (g) and (h), the
applicable percentage is:

<TABLE>
<CAPTION>

     INTEGRATION LEVEL (AS              APPLICABLE PERCENTAGES FOR          APPLICABLE PERCENTAGES
PERCENTAGE OF TAXABLE WAGE BASE)         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 Advisory Committee will reduce a
          Participant's allocation otherwise made under Part II of this Section
          3.04 by the Participant's allocation under the following qualified
          plan(s) maintained by the Employer: ___________________________.

          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(j).

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 (l))

[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.

[ ]       (l) 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 (l). 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 modifications to the Plan
necessary to satisfy the top heavy requirements under Code ss.416.


                                       15
<PAGE>

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))

[X]       (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.

[ ]       (b)  To reduce the Employer matching contributions and nonelective
          contributions  for the Plan Year: (CHOOSE (1) OR (2))

          [ ]          (1) in which the forfeiture occurs.

          [ ]          (2) immediately following the Plan Year 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 (i) OR (ii))

                    [ ]       (i) in which the forfeiture occurs,

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

          [X]          (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).

[ ]       (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))

          [ ]       (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_____.


                                       16
<PAGE>

ALLOCATION OF FORFEITED EXCESS AGGREGATE CONTRIBUTIONS. The Advisory Committee
will allocate any forfeited excess aggregate contributions (as described in
Section 14.09): (CHOOSE (e), (f) OR (g))

[ ]       (e)  To reduce Employer matching contributions for the Plan Year:
          (CHOOSE (1) OR (2))

          [ ](1) in which the forfeiture occurs.

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

[X]       (f) As Employer discretionary matching contributions for the Plan Year
          in which forfeited, except the Advisory Committee will not allocate
          these forfeitures to the Highly Compensated Employees who incurred the
          forfeitures.

[ ]       (g) 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
or 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 described in the
following elections: (CHOOSE (c) OR AT LEAST ONE OF (d) THROUGH (f))

[ ]       (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]       (1) 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 (i), (ii) OR (iii))

                  [X]        (i) Death.


                                       17
<PAGE>

                  [X]        (ii) Disability.

                  [X]        (iii) 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: __________________.

[X]       (e) EMPLOYMENT CONDITION. The Participant must be employed by the
          Employer on the last day of the 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.

          [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 OF 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 modified 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
prorata 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 (l))

[ ]       (j)  No additional conditions.


                                       18
<PAGE>

[ ]      (k) The Participant is not a Highly Compensated Employee for the Plan
         Year. This Option (k) applies to: (CHOOSE (1) OR (2))

          [ ]          (1) All matching contributions.

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

[X] (l) (SPECIFY) THE EMPLOYMENT CONDITION REQUIREMENT UNDER 3.06(e) DOES NOT.

        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))

[X]       (a)  The product of:

               (i) 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 Section 415), times

               (ii) the ratio of (1) 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 Section 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.

          [ ]          (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 modifications: (CHOOSE (c) OR AT LEAST ONE OF (d) OR (e))

[ ]       (c)  No modifications.


                                       19
<PAGE>

[ ]       (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 (i) OR (ii))

          [ ]          (i)  No exceptions.

          [ ]          (ii) 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) or the Plan) irrespective of the
                       contribution rate of any Key Employee, except:
                       (CHOOSE (i) OR (ii))

                  [ ]        (i)  No exceptions.

                  [ ]        (ii) 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 SATISFIES THE
                       TOP HEAVY MINIMUM BENEFIT REQUIREMENTS OF CODE SECTION
                       416 FOR THESE NON-KEY EMPLOYEES.]

ACTUARIAL ASSUMPTIONS FOR TOP HEAVY CALCULATION. To determine 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 Section
416, the Employer must provide the appropriate provisions in an addendum tO
this Adoption Agreement.

                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS

        4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan: (CHOOSE (a) OR
(b); (c) IS AVAILABLE ONLY WITH (b))

[ ]       (a)  Does not permit Participant nondeductible contributions.

[X]      (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:              .
                                                                --------------


                                       20
<PAGE>

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))

[X]       (d)  No other allocation dates.

[ ]       (e)  (SPECIFY)                                                      .
                        ------------------------------------------------------

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))

[X]       (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 _______ Plan Years since the Plan Year for which
                       contributed.

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

          [ ]          (4) (SPECIFY)                                          .
                                    ------------------------------------------

[ ]       (d)  (SPECIFY)                                                      .
                        ------------------------------------------------------

                                    ARTICLE V
                  TERMINATION OF SERVICE - PARTICIPANT VESTING

        5.01 NORMAL RETIREMENT. Normal Retirement Age under the Plan is: (CHOOSE
(a) OR (b))

[X]       (a)  60 [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
          5TH.]

        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.


                                       21
<PAGE>

[X]       (b)  Applies to death.

[X]       (c)  Applies to disability.

        5.03 VESTING SCHEDULE.

DEFERRAL CONTRIBUTIONS ACCOUNT/QUALIFIED MATCHING CONTRIBUTIONS
ACCOUNT/QUALIFIED NONELECTIVE CONTRIBUTIONS ACCOUNT/MANDATORY CONTRIBUTIONS
ACCOUNT. A Participant has a 100% Nonforfeitable interest at all times in his
Deferral 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.
<TABLE>
<CAPTION>

                      TOP HEAVY SCHEDULE                                              NON TOP HEAVY SCHEDULE
                          (MANDATORY)                                                        (OPTIONAL)

          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 described 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 SECTION 416. THE EMPLOYER, AT ITS OPTION, MAY
COMPLETE A NON TOP HEAVY SCHEDULE. THE NON TOP HEAVY SCHEDULE MUST SATISFY
CODE SECTION 411(a)(2). ALSO SEE SECTION 7.05 OF THE PLAN.]

                                       22
<PAGE>

[X]       (d) The Top Heavy Schedule under Option (b) (and, if applicable, under
          Option (c)(2)) applies: (CHOOSE (1) OR (2))

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

          [X]          (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))

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

[X]       (f) A Participant's Nonforfeitable Accrued Benefit will never be less
          than the lesser of $5 or his entire Accrued Benefit, even if the
          application of a graduated vesting schedule under Options (b) or (c)
          would result in a smaller Nonforfeitable Accrued Benefit.

LIFE INSURANCE INVESTMENTS. The Participant's Accrued Benefit attributable to
insurance contracts purchased on his behalf under Article XI is: (CHOOSE (g) OR
(h))

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

[X]       (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))

[X]       (a) Does not apply.

[ ]       (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.

        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))

[ ]       (a) Plan Years.

[X]       (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.]


                                       23
<PAGE>

        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
          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 METHOD OF PAYMENTS OF BENEFITS

CODE Section 411(d)(6) PROTECTED BENEFITS. The elections under this Article VI
may not eliminate Code Section 411(d)(6) protected benefits. To the extent the
elections would eliminate a Code Section 411(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 THE FIRST DAY OF
EVERY MONTH OF EVERY PLAN YEAR.. [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.

[ ]       (b) __________________________ 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).


                                       24
<PAGE>

[ ]       (d) _______________________________________ following the
          Participant's attainment of Normal Retirement Age, but not earlier
          than _________________________ days following his Separation from
          Service.

[X] (e) (SPECIFY) THE FIRST DAY OF EVERY PLAN MONTH OF EVERY PLAN YEAR..

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
(f), (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 Plan.

          [ ]          (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), (l) 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.

[ ]       (l) Does not treat the default as a distributable event. When an
          otherwise distributable event first 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 modifications: (CHOOSE (a) OR
AT LEAST ONE OF (b), (c), (d) AND (e))

[X]       (a)  No modifications.


                                       25
<PAGE>

[ ]       (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.

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 Benefit: (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))

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

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

          [X]          (3) Any distribution date in the FIRST 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) ________________________________________ .


                                       26
<PAGE>

[ ]       (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 otherwise 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.

[ ]       (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 VESTING FORMULA 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.]

[X]       (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.

          [X]          (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.]

[ ]       (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 ADOPTION
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 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 (j)
THROUGH (l))

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


                                       27
<PAGE>

[ ]       (j) 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.

          [ ]          (2) Age ______ (at least 59 1/2).

[X]       (k) Hardship. A Participant, prior to his 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 59 1/2 (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 Section 409(d)(2)) used in a trade
or business or sells a subsidiary (within the meaning of Code Section
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 Section 401(k)(10) and the applicable Treasury regulations.

        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) __________________________________ .


                                       28
<PAGE>

        9.11 ALLOCATION AND DISTRIBUTION 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.)

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

          [ ]          (1) Apply Section 9.11 without modification.

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

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

          [ ]          (4)   Treat as part of the relevant Account at the
                       beginning of the  valuation  period _____ % of the
                       salary reduction contributions: (CHOOSE (i) OR (ii))

                  [ ]        (i) made during that valuation period.

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

          [ ]          (5)   Apply the allocation method described in the
                       addendum to this  Adoption  Agreement numbered 9.11(a).

[X]       (b)  For matching contributions, the Advisory Committee will:
          (CHOOSE (1), (2), (3) OR (4))

          [X]          (1) Apply Section 9.11 without modification.

          [ ]          (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 9.11(b).

[ ]       (c) For Participant nondeductible contributions, the Advisory
          Committee will: (CHOOSE (1), (2), (3), (4) OR (5))

          [ ]          (1) Apply Section 9.11 without modification.

          [ ]          (2) Use the segregated account approach described in
                       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
                       beginning of the valuation period ______% of the
                       Participant nondeductible contributions:
                       (CHOOSE (i) OR (ii))

                  [ ]        (i) made during that valuation period.


                                       29
<PAGE>

                  [ ]        (ii) made by the following specified time:______ .

          [ ]          (5)  Apply the allocation method described in the
                       addendum to this Adoption Agreement numbered 9.11(c).

                                    ARTICLE X
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

        10.03 INVESTMENT POWERS. Pursuant to Section 10.03[F] of the Plan, the
aggregate investments in 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 value the Trust Fund on the following valuation date(s): (CHOOSE
(a) OR (b))

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

[ ]       (b)  (SPECIFY) _____________________________________.


                                       30
<PAGE>

                             EFFECTIVE DATE ADDENDUM
                              (RESTATED PLANS ONLY)

        The Employer must complete this addendum only if the restated Effective
Date specified in Adoption Agreement Section 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)

[X]       (a) COMPENSATION DEFINITION. The Compensation definition of Section
          1.12 (other than the $200,000 limitation) is effective for Plan Years
          beginning after JANUARY 1, 1988. [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.]

[X]       (b) ELIGIBILITY CONDITIONS. The eligibility conditions specified in
          Adoption Agreement Section 2.01 are effective for Plan Years beginning
          after JANUARY 1, 1988.

[X]       (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 JANUARY 1, 1989.

[X]       (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 DECEMBER 31, 1988.

[X]       (e) ACCRUAL REQUIREMENTS. The accrual requirements of Section 3.06 are
          effective for Plan Years beginning after DECEMBER 31, 1988.

[X]       (f) EMPLOYMENT CONDITION. The employment condition of Section 3.06 is
          effective for Plan Years beginning after DECEMBER 31, 1988.

[X]       (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 DECEMBER 31, 1985. [NOTE: THE DATE SPECIFIED MAY
          NOT BE EARLIER THAN DECEMBER 31, 1985.]

[X]       (h) VESTING SCHEDULE. The vesting schedule elected under Adoption
          Agreement Section 5.03 is effective for Plan Years beginning after
          DECEMBER 31, 1988.

[X]       (i) ALLOCATION OF EARNINGS. The special allocation provisions elected
          under Adoption Agreement Section 9.11 are effective for Plan Years
          beginning after DECEMBER 31, 1988.

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


                                       31
<PAGE>

                                 EXECUTION PAGE

        The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Prototype Plan and 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 officers, has executed this Adoption Agreement, and the Trustee (and
Custodian, if applicable) signified its acceptance, on this NOVEMBER day of 16,
98.

Name and EIN of Employer: VALLEY COMMUNITY BANCSHARES, INC. 91-1913479

Signed:
       ----------------------------------------------------------------

Name(s) of Trustee: U.S. BANK OF WASHINGTON - TRUST DIVISION

Signed:
       ----------------------------------------------------------------

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

Name of Custodian: N/A

Signed:
       ----------------------------------------------------------------

[NOTE: A TRUSTEE IS MANDATORY, BUT A CUSTODIAN IS OPTIONAL. SEE SECTION 10.03 OF
THE PLAN.]

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 Agreement may result in disqualification of the Employer's Plan. The
3-digit number assigned to this Adoption Agreement (see page 1) is solely for
the Regional Prototype Plan Sponsor's recordkeeping purposes and does not
necessarily correspond to the plan number the Employer designated in the prior
paragraph.

RELIANCE ON NOTIFICATION LETTER. The Employer may not rely on the Regional
Prototype Plan Sponsor's notification 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.


                                       32
<PAGE>

                             PARTICIPATION AGREEMENT
         FOR PARTICIPATION BY RELATED GROUP MEMBERS (PLAN SECTION 1.30)

        The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Prototype
Plan as made by VALLEY COMMUNITY BANCSHARES, INC., the Signatory Employer to the
Execution Page of the Adoption Agreement.

        1.      The Effective Date of the undersigned Employer's participation
                in the designated Plan is: .

        2.      The undersigned Employer's adoption of this Plan constitutes:

[ ]       (a)  The adoption of a new plan by the Participating Employer.

[X]       (b) The adoption of an amendment and restatement of a plan currently
          maintained by the Employer, identified as VALLEY COMMUNITY BANCSHARES,
          INC., and having an original effective date of JANUARY 1, 1999.

          Dated this 16TH day of NOVEMBER , 1998.

                  Name of Participating Employer: PUYALLUP VALLEY BANK

                  Signed:
                         ------------------------------

                  Participating Employer's EIN: 91-0888408

ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.

                  Name of Signatory Employer: VALLEY COMMUNITY BANCSHARES, INC.

Accepted:
         --------------------------
                    [Date]          Signed:
                                           --------------------------------

                                       Name(s) of Trustee:
                                                          -----------------

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

Accepted:
         --------------------------
                    [Date]          Signed:
                                           --------------------------------

[NOTE: EACH PARTICIPATING EMPLOYER MUST EXECUTE A SEPARATE PARTICIPATION
AGREEMENT. SEE THE EXECUTION PAGE OF THE ADOPTION AGREEMENT FOR IMPORTANT
PROTOTYPE PLAN INFORMATION.]


                                       33
<PAGE>

                             PARTICIPATION AGREEMENT
         FOR PARTICIPATION BY RELATED GROUP MEMBERS (PLAN SECTION 1.30)

        The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Prototype
Plan as made by VALLEY COMMUNITY BANCSHARES, INC., the Signatory Employer to the
Execution Page of the Adoption Agreement.

        1.      The Effective Date of the undersigned Employer's participation
                in the designated Plan is: _________________________________ .

        2.      The undersigned Employer's adoption of this Plan constitutes:

[ ]       (a)  The adoption of a new plan by the Participating Employer.

[X]       (b) The adoption of an amendment and restatement of a plan currently
          maintained by the Employer, identified as VALLEY COMMUNITY BANCSHARES,
          INC., and having an original effective date of JANUARY 1, 1999.

          Dated this 16th Day of November , 1998.

                  Name of Participating Employer: VALLEY BANK

                  Signed:
                         -----------------------------------

                  Participating Employer's EIN:
                                               ---------------------------

ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.

                  Name of Signatory Employer: VALLEY COMMUNITY BANCSHARES, INC.

Accepted:
         ------------------------
                    [Date]          Signed:
                                           --------------------------------

                                      Name(s) of Trustee: U.S. BANK

Accepted:
         ------------------------
                    [Date]          Signed:
                                           --------------------------------

[NOTE: EACH PARTICIPATING EMPLOYER MUST EXECUTE A SEPARATE PARTICIPATION
AGREEMENT. SEE THE EXECUTION PAGE OF THE ADOPTION AGREEMENT FOR IMPORTANT
PROTOTYPE PLAN INFORMATION.]


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