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                                  EXHIBIT 10.1

                           BERKSHIRE BANK 401(K) PLAN




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                     REGIONAL PROTOTYPE DEFINED CONTRIBUTION
                                 PLAN AND TRUST


                                  SPONSORED BY



                 SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION








                               BASIC PLAN DOCUMENT











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                                TABLE OF CONTENTS
                                -----------------


PARAGRAPH                                                                 PAGE
---------                                                                 ----

                                    ARTICLE I
                                   DEFINITIONS

   1.1         Actual Deferral Percentage                                  1
   1.2         Adoption Agreement                                          1
   1.3         Aggregate Limit                                             1
   1.4         Annual Additions                                            2
   1.5         Annuity Starting Date                                       2
   1.6         Applicable Calendar Year                                    2
   1.7         Applicable Life Expectancy                                  2
   1.8         Average Contribution Percentage (ACP)                       2
   1.9         Average Deferral Percentage (ADP)                           2
   1.10        Break In Service                                            3
   1.11        Code                                                        3
   1.12        Compensation                                                3
   1.13        Contribution Percentage                                     4
   1.14        Defined Benefit Plan                                        5
   1.15        Defined Benefit (Plan) Fraction                             5
   1.16        Defined Contribution Dollar Limitation                      5
   1.17        Defined Contribution Plan                                   5
   1.18        Defined Contribution (Plan) Fraction                        5
   1.19        Designated Beneficiary                                      6
   1.20        Disability                                                  6
   1.21        Distribution Calendar Year                                  6
   1.22        Early Retirement Age                                        6
   1.23        Earned Income                                               6
   1.24        Effective Date                                              6
   1.25        Election Period                                             6
   1.26        Elective Deferral                                           6
   1.27        Eligible Participant                                        7
   1.28        Employee                                                    7
   1.29        Employer                                                    7
   1.30        Entry Date                                                  7
   1.31        Excess Aggregate Contributions                              7
   1.32        Excess Amount                                               7
   1.33        Excess Contribution                                         8
   1.34        Excess Elective Deferrals                                   8
   1.35        Family Member                                               8
   1.36        First Distribution Calendar Year                            8
   1.37        Fund                                                        8
   1.38        Hardship                                                    8
   1.39        Highest Average Compensation                                8



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   1.40        Highly Compensated Employee                                 8
   1.41        Hour Of Service                                             9
   1.42        Key Employee                                                10
   1.43        Leased Employee                                             10
   1.44        Limitation Year                                             10
   1.45        Master Or Prototype Plan                                    10
   1.46        Matching Contribution                                       10
   1.47        Maximum Permissible Amount                                  10
   1.48        Net Profit                                                  11
   1.49        Normal Retirement Age                                       11
   1.50        Owner-Employee                                              11
   1.51        Paired Plans                                                11
   1.52        Participant                                                 11
   1.53        Participant's Benefit                                       11
   1.54        Permissive Aggregation Group                                11
   1.55        Plan                                                        11
   1.56        Plan Administrator                                          11
   1.57        Plan Year                                                   11
   1.58        Present Value                                               11
   1.59        Projected Annual Benefit                                    11
   1.60        Qualified Deferred Compensation Plan                        12
   1.61        Qualified Domestic Relations Order                          12
   1.62        Qualified Early Retirement Age                              12
   1.63        Qualified Joint And Survivor Annuity                        12
   1.64        Qualified Matching Contribution                             12
   1.65        Qualified Non-Elective Contributions                        12
   1.66        Qualified Voluntary Contribution                            12
   1.67        Regional Prototype Plan                                     13
   1.68        Required Aggregation Group                                  13
   1.69        Required Beginning Date                                     13
   1.70        Rollover Contribution                                       13
   1.71        Salary Savings Agreement                                    13
   1.72        Self-Employed Individual                                    13
   1.73        Service                                                     13
   1.74        Shareholder Employee                                        13
   1.75        Simplified Employee Pension Plan                            14
   1.76        Sponsor                                                     14
   1.77        Spouse (Surviving Spouse)                                   14
   1.78        Super Top-Heavy Plan                                        14
   1.79        Taxable Wage Base                                           14
   1.80        Top-Heavy Determination Date                                14
   1.81        Top-Heavy Plan                                              14
   1.82        Top-Heavy Ratio                                             14
   1.83        Top-Paid Group                                              15
   1.84        Transfer Contribution                                       16
   1.85        Trustee                                                     16
   1.86        Valuation Date                                              16
   1.87        Vested Account Balance                                      16
   1.88        Voluntary Contribution                                      16
   1.89        Welfare Benefit Fund                                        16
   1.90        Year Of Service                                             17



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                                   ARTICLE II
                            ELIGIBILITY REQUIREMENTS

   2.1         Participation                                               18
   2.2         Change In Classification Of Employment                      18
   2.3         Computation Period                                          18
   2.4         Employment Rights                                           18
   2.5         Service With Controlled Groups                              18
   2.6         Owner-Employees                                             18
   2.7         Leased Employees                                            19
   2.8         Thrift Plans                                                19


                                   ARTICLE III
                             EMPLOYER CONTRIBUTIONS

   3.1         Amount                                                      20
   3.2         Expenses And Fees                                           20
   3.3         Responsibility For Contributions                            20
   3.4         Return Of Contributions                                     20


                                   ARTICLE IV
                             EMPLOYEE CONTRIBUTIONS

   4.1         Voluntary Contributions                                     21
   4.2         Qualified Voluntary Contributions                           21
   4.3         Rollover Contribution                                       21
   4.4         Transfer Contribution                                       22
   4.5         Employer Approval Of Transfer Contributions                 22
   4.6         Elective Deferrals                                          22
   4.7         Required Voluntary Contributions                            23
   4.8         Direct Rollover Of Benefits                                 23


                                    ARTICLE V
                              PARTICIPANT ACCOUNTS

   5.1         Separate Accounts                                           24
   5.2         Adjustments To Participant Accounts                         24
   5.3         Allocating Employer Contributions                           25
   5.4         Allocating Investment Earnings And Losses                   25
   5.5         Participant Statements                                      25





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                                   ARTICLE VI
                      RETIREMENT BENEFITS AND DISTRIBUTIONS

   6.1         Normal Retirement Benefits                                  26
   6.2         Early Retirement Benefits                                   26
   6.3         Benefits On Termination Of Employment                       26
   6.4         Restrictions On Immediate Distributions                     27
   6.5         Normal Form Of Payment                                      28
   6.6         Commencement Of Benefits                                    28
   6.7         Claims Procedures                                           29
   6.8         In-Service Withdrawals                                      29
   6.9         Hardship Withdrawal                                         30


                                   ARTICLE VII
                            DISTRIBUTION REQUIREMENTS

   7.1         Joint And Survivor Annuity Requirements                     32
   7.2         Minimum Distribution Requirements                           32
   7.3         Limits On Distribution Periods                              32
   7.4         Required Distributions On Or After The Required Beginning
                Date                                                       32
   7.5         Required Beginning Date                                     33
   7.6         Transitional Rule                                           34
   7.7         Designation Of Beneficiary For Death Benefit                35
   7.8         Nonexistence Of Beneficiary                                 35
   7.9         Distribution Beginning Before Death                         35
   7.10        Distribution Beginning After Death                          35
   7.11        Distribution Of Excess Elective Deferrals                   36
   7.12        Distributions Of Excess Contributions                       37
   7.13        Distribution Of Excess Aggregate Contributions              37


                                  ARTICLE VIII
                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

   8.1         Applicability Of Provisions                                 39
   8.2         Payment Of Qualified Joint And Survivor Annuity             39
   8.3         Payment of Qualified Pre-Retirement Survivor Annuity        39
   8.4         Qualified Election                                          39
   8.5         Notice Requirements For Qualified Joint And Survivor
               Annuity                                                     40
   8.6         Notice Requirements For Qualified Pre-Retirement Survivor
               Annuity                                                     40
   8.7         Special Safe-Harbor Exception For Certain Profit-Sharing
               Plans                                                       40
   8.8         Transitional Joint And Survivor Annuity Rules               41
   8.9         Automatic Joint And Survivor Annuity And Early Survivor
               Annuity                                                     41
   8.10        Annuity Contracts                                           42



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                                   ARTICLE IX
                                     VESTING

   9.1         Employee Contributions                                      43
   9.2         Employer Contributions                                      43
   9.3         Computation Period                                          43
   9.4         Requalification Prior To Five Consecutive One-Year Breaks
               In Service                                                  43
   9.5         Requalification After Five Consecutive One-Year Breaks
               In Service                                                  43
   9.6         Calculating Vested Interest                                 43
   9.7         Forfeitures                                                 44
   9.8         Amendment Of Vesting Schedule                               44
   9.9         Service With Controlled Groups                              44
   9.10        Application Of Prior Vesting Rules                          44


                                    ARTICLE X
                         LIMITATIONS ON ALLOCATIONS AND
                           ANTIDISCRIMINATION TESTING

   10.1        Participation In This Plan Only                             45
   10.2        Disposition Of Excess Annual Additions                      45
   10.3        Participation In This Plan And Another Regional Prototype
                Defined Contribution Plan, Welfare Benefit Fund, Or
                 Individual Medical Account Maintained By The Employer     46
   10.4        Disposition Of Excess Annual Additions Under Two Plans      46
   10.5        Participation In This Plan And Another Defined Contribution
               Plan Which Is Not A Regional Prototype Plan                 47
   10.6        Participation In This Plan And A Defined Benefit Plan       47
   10.7        Limitations On Allocations                                  47
   10.8        Average Deferral Percentage (ADP) Test                      47
   10.9        Special Rules Relating To Application Of ADP Test           48
   10.10       Recharacterization                                          48
   10.11       Average Contribution Percentage (ACP) Test                  49
   10.12       Special Rules Relating To Application Of ACP Test           49


                                  ARTICLE XI
                                ADMINISTRATION

   11.1        Plan Administrator                                          51
   11.2        Trustee                                                     51
   11.3        Administrative Fees And Expenses                            52
   11.4        Division Of Duties And Indemnification                      52





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                                   ARTICLE XII
                               TRUST FUND ACCOUNT

   12.1        The Fund                                                    54
   12.2        Control Of Plan Assets                                      54
   12.3        Exclusive Benefit Rules                                     54
   12.4        Assignment And Alienation Of Benefits                       54
   12.5        Determination Of Qualified Domestic Relations Order (QDRO)  54


                                 ARTICLE XIII
                                 INVESTMENTS

   13.1        Fiduciary Standards                                         56
   13.2        Trustee Appointment                                         56
   13.3        Investment Alternatives Of The Trustee                      56
   13.4        Participant Loans                                           57
   13.5        Insurance Policies                                          58
   13.6        Employer Investment Direction                               59
   13.7        Employee Investment Direction                               60


                                 ARTICLE XIV
                             TOP-HEAVY PROVISIONS

   14.1        Applicability Of Rules                                      61
   14.2        Minimum Contribution                                        61
   14.3        Minimum Vesting                                             61


                                  ARTICLE XV
                          AMENDMENT AND TERMINATION

   15.1        Amendment By Sponsor                                        62
   15.2        Amendment By Employer                                       62
   15.3        Termination                                                 62
   15.4        Qualification Of Employer's Plan                            63
   15.5        Mergers And Consolidations                                  63
   15.6        Resignation And Removal                                     63
   15.7        Qualification Of Prototype                                  63


                                 ARTICLE XVI
                                GOVERNING LAW
                                                                           64




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                     REGIONAL PROTOTYPE DEFINED CONTRIBUTION
                                 PLAN AND TRUST

                                  SPONSORED BY

                                      SBERA

The  Sponsor  hereby   establishes  the  following  Regional  Prototype  Defined
Contribution  Plan and  Trust  for use by those of its  adopting  Employers  who
qualify and wish to provide a qualified  retirement  program for its  Employees.
Any Plan and Trust Account  established  hereunder shall be administered for the
exclusive  benefit of Participants and their  beneficiaries  under the following
terms and conditions:

                                    ARTICLE I

                                   DEFINITIONS

1.1  ACTUAL  DEFERRAL  PERCENTAGE  The  ratio  (expressed  as a  percentage  and
calculated separately for each Participant) of:

      (a) the  amount of  Employer  contributions  [as  defined  at (c) and (d)]
          actually paid over to the Fund on behalf of such  Participant  for the
          Plan Year to

      (b) the Participant's  Compensation for such Plan Year.  Compensation will
          only  include  amounts for the period  during  which the  Employee was
          eligible to participate.

Employer contributions on behalf of any Participant shall include:

      (c) any Elective  Deferrals  made pursuant to the  Participant's  deferral
          election,  including Excess Elective Deferrals, but excluding Elective
          Deferrals that are taken into account in the  Contribution  Percentage
          test  (provided  the ADP  test is  satisfied  both  with  and  without
          exclusion  of these  Elective  Deferrals)  or are  returned  as excess
          Annual Additions; and

      (d) at the election of the Employer, Qualified Non-Elective  Contributions
          and Qualified Matching Contributions.

For purposes of computing Actual Deferral Percentages,  an Employee who would be
a Participant but for the failure to make Elective Deferrals shall be treated as
a Participant on whose behalf no Elective Deferrals are made.

1.2   ADOPTION AGREEMENT  The  document attached  to  this  Plan  by  which   an
Employer elects to establish a qualified retirement plan and trust account under
the terms of this Regional Prototype Defined Contribution Plan and Trust.

1.3   AGGREGATE LIMIT  The sum of:

      (a)   125 percent of the greater of the ADP of the  non-Highly Compensated
            Employees  for the Plan  Year or the ACP of  non-Highly  Compensated
            Employees under the Plan subject to Code Section 401(m) for the Plan
            Year  beginning with or within the Plan Year of the cash or deferred
            arrangement  as  described  in Code  Section  401(k) or Code Section
            402(h)(1)(B) and

      (b)   the lesser of 200% or two plus the lesser of such ADP or ACP.


                                         1

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Alternatively,  the Aggregate  Limit may be expressed by  substituting  the word
"lesser"  for  the  word  "greater"  where  it  appears  in the  first  line  of
sub-paragraph  (a) and  substituting  the word  "greater"  for the word "lesser"
where it appears for the second time in the first line of sub-paragraph (b).

1.4  ANNUAL   ADDITIONS  The  sum  of  the  following   amounts  credited  to  a
Participant's account for the Limitation Year:

(a)   Employer Contributions,

(b)   Employee Contributions (under Article IV),

(c)   forfeitures, and

(d)   amounts allocated  after  March 31, 1984 to an individual medical account,
      as  defined  in Code  Section  415(l)(2),  which is part of a  pension  or
      annuity  plan  maintained  by the Employer  (these  amounts are treated as
      Annual Additions to a Defined  Contribution Plan though they arise under a
      Defined Benefit Plan), and

(e)   amounts derived from contributions paid or accrued after 1985,  in taxable
      years ending after 1985, which are either  attributable to post-retirement
      medical benefits, allocated to the account of a Key Employee, or a Welfare
      Benefit  Fund  maintained  by the  Employer  are also  treated  as  Annual
      Additions to a Defined  Contribution Plan. For purposes of this paragraph,
      an  Employee  is a Key  Employee  if he or she meets the  requirements  of
      paragraph  1.42 at any time  during  the Plan Year or any  preceding  Plan
      Year. Welfare Benefit Fund is defined at paragraph 1.89.

Excess amounts  applied in a Limitation  Year to reduce  Employer  contributions
will be considered  Annual Additions for such Limitation  Year,  pursuant to the
provisions of Article X.

1.5  ANNUITY STARTING DATE The first day of the first period for which an amount
is paid as an annuity or in any other form.

1.6  APPLICABLE CALENDAR YEAR The first  Distribution  Calendar Year, and in the
event of the recalculation of life expectancy, such succeeding calendar year. If
payments  commence in  accordance  with  paragraph  7.4(e)  before the  Required
Beginning Date, the Applicable Calendar Year is the year such payments commence.
If  distribution  is in the form of an  immediate  annuity  purchased  after the
Participant's death with the Participant's  remaining  interest,  the Applicable
Calendar Year is the year of purchase.

1.7  APPLICABLE  LIFE  EXPECTANCY  Used  in  determining  the  required  minimum
distribution.  The life  expectancy  (or  joint  and last  survivor  expectancy)
calculated using the attained age of the Participant (or Designated Beneficiary)
as of the Participant's (or Designated Beneficiary's) birthday in the applicable
calendar  year reduced by one for each calendar year which has elapsed since the
date  life  expectancy  was  first  calculated.  If  life  expectancy  is  being
recalculated,  the Applicable Life Expectancy shall be the life expectancy as so
recalculated.  The  life  expectancy  of a  non-Spouse  Beneficiary  may  not be
recalculated.

1.8 AVERAGE CONTRIBUTION PERCENTAGE (ACP) The average of the Actual Contribution
Percentages  for  each  Highly  Compensated  Employee  and for  each  non-Highly
Compensated Employee.

1.9 AVERAGE  DEFERRAL  PERCENTAGE  (ADP) The average of the Percentages for each
Highly Compensated Employee and for each non-Highly Compensated Employee.


                                         2

<PAGE> 11



1.10  BREAK IN SERVICE A 12-consecutive  month  period  during which an Employee
fails to complete more than 500 Hours of Service.

1.11  CODE  The Internal Revenue Code of 1986, including any amendments.

1.12 COMPENSATION The Employer may select one of the following three safe-harbor
definitions of Compensation in the Adoption  Agreement.  Compensation shall only
include  amounts  earned  while a  Participant  if Plan  Year is  chosen  as the
applicable computation period.

      (a)   CODE SECTION 3401(A) WAGES.  Compensation is defined as wages within
            the  meaning of Code  Section  3401(a)  for the  purposes of Federal
            income tax  withholding at the source but determined  without regard
            to any rules that limit the remuneration  included in wages based on
            the nature or location of the  employment or the services  performed
            [such  as the  exception  for  agricultural  labor  in Code  Section
            3401(a)(2)].

      (b)   CODE SECTION 6041 AND 6051 WAGES.  Compensation  is defined as wages
            as  defined  in Code  Section  3401(a)  and all  other  payments  of
            Compensation  to an Employee by the  Employer  (in the course of the
            Employer's  trade or business) for which the Employer is required to
            furnish the Employee a written  statement under Code Section 6041(d)
            and 6051(a)(3).  Compensation  must be determined  without regard to
            any rules under Code  Section  3401(a)  that limit the  remuneration
            included in wages based on the nature or location of the  employment
            or the services  performed  [such as the exception for  agricultural
            labor in Code Section 3401(a)(2)].

      (c)   CODE  SECTION  415  COMPENSATION.   For  purposes  of  applying  the
            limitations of Article X and Top-Heavy  Minimums,  the definition of
            Compensation  shall be Code  Section  415  Compensation  defined  as
            follows: a Participant's Earned Income,  wages,  salaries,  and fees
            for professional services and other amounts received (without regard
            to whether or not an amount is paid in cash) for  personal  services
            actually  rendered  in the course of  employment  with the  Employer
            maintaining  the Plan to the extent that the amounts are  includable
            in gross income  [including,  but not limited to,  commissions  paid
            salesmen,  Compensation for services on the basis of a percentage of
            profits,  commissions on insurance premiums,  tips, bonuses,  fringe
            benefits and  reimbursements  or other  expense  allowances  under a
            nonaccountable  plan (as  described in  Regulation  1.62-2(c)],  and
            excluding the following:

            1.    Employer contributions  to  a  plan  of  deferred compensation
                  which are not  includable in the  Employee's  gross income for
                  the   taxable   year  in  which   contributed,   or   Employer
                  contributions  under a Simplified Employee Pension Plan or any
                  distributions from a plan of deferred compensation,

            2.    Amounts  realized  from  the exercise of a non-qualified stock
                  option,  or when  restricted  stock (or property)  held by the
                  Employee  either becomes freely  transferable  or is no longer
                  subject to a substantial risk of forfeiture,

            3.    Amounts  realized from the sale, exchange or other disposition
                  of stock acquired under a qualified stock option; and

            4.    other  amounts  which  received  special   tax  benefits,   or
                  contributions  made by the  Employer  (whether  or not under a
                  salary reduction agreement) towards the purchase of an annuity
                  contract  described in Code Section 403(b) (whether or not the
                  contributions are actually excludible from the gross income of
                  the Employee).

                                        3

<PAGE> 12




For purposes of applying the  limitations  of Article X and Top-Heavy  Minimums,
the definition of Compensation shall be Code Section 415 Compensation  described
in this paragraph  1.12(c).  Also,  for purposes of applying the  limitations of
Article X, Compensation for a Limitation Year is the Compensation  actually paid
or made available  during such Limitation  Year.  Notwithstanding  the preceding
sentence,  Compensation for a Participant in a defined  contribution plan who is
permanently  and totally  disabled [as defined in Code Section  22(e)(3)] is the
Compensation such Participant would have received for the Limitation Year if the
Participant had been paid at the rate of Compensation  paid  immediately  before
becoming  permanently and totally  disabled.  Such imputed  Compensation for the
disabled  Participant may be taken into account only if the Participant is not a
Highly   Compensated   Employee  [as  defined  in  Code   Section   414(q)]  and
contributions made on behalf of such Participant are nonforfeitable when made.

If the Employer fails to pick the applicable  period in the Adoption  Agreement,
the Plan Year shall be used.  Unless otherwise  specified by the Employer in the
Adoption Agreement, Compensation shall be determined as provided in Code Section
3401(a) [as defined in this  paragraph  1.12(a)].  In  nonstandardized  Adoption
Agreements  004,  005 and 006,  the  Employer may choose to eliminate or exclude
categories of Compensation  which do not violate the provisions of Code Sections
401(a)(4), 414(s) the regulations thereunder and Revenue Procedure 89-65.

Beginning  with 1989 Plan Years,  the annual  Compensation  of each  Participant
which may be taken into account for determining all benefits  provided under the
Plan  (including  benefits  under  Article  XIV) for any year  shall not  exceed
$200,000, as adjusted under Code Section 415(d). In determining the Compensation
of a  Participant  for  purposes of this  limitation,  the rules of Code Section
414(q)(6)  shall apply,  except in applying such rules,  the term "family" shall
include only the Spouse of the  Participant  and any lineal  descendants  of the
Participant who have not attained age 19 before the end of the Plan year. If, as
a result of the  application of such rules the adjusted  $200,000  limitation is
exceeded,  then (except for purposes of determining  the portion of Compensation
up to the integration level if this Plan provides for permitted disparity),  the
limitation  shall be prorated  among the affected  individuals  in proportion to
each such  individual's  Compensation as determined  under this section prior to
the application of this limitation.

If a Plan has a Plan Year that contains fewer than 12 calendar months,  then the
annual  Compensation limit for that period is an amount equal to the $200,000 as
adjusted  for the  calendar  year  in  which  the  Compensation  period  begins,
multiplied  by a fraction the numerator of which is the number of full months in
the Short Plan Year and the denominator of which is 12. If Compensation  for any
prior Plan Year is taken into account in determining an Employee's contributions
or  benefits  for the  current  year,  the  Compensation  for such prior year is
subject to the  applicable  annual  Compensation  limit in effect for that prior
year.  For this  purpose,  for years  beginning  before  January  1,  1990,  the
applicable annual Compensation limit is $200,000.

Compensation  shall not include deferred  Compensation  other than contributions
through a salary  reduction  agreement  to a cash or  deferred  plan  under Code
Section  401(k),   a  Simplified   Employee  Pension  Plan  under  Code  Section
402(h)(1)(B),  a cafeteria plan under Code Section 125 or a tax-deferred annuity
under Code  Section  403(b).  Unless  elected  otherwise  by the Employer in the
Adoption  Agreement,  these deferred  amounts will be considered as Compensation
for Plan purposes.  These deferred  amounts are not counted as Compensation  for
purposes of Articles X and XIV. When applicable to a  Self-Employed  Individual,
Compensation shall mean Earned Income.

1.13 CONTRIBUTION PERCENTAGE The ratio (expressed as a percentage and calculated
separately for each Participant) of:

     (a)    the  Participant's  Contribution  Percentage  Amounts [as defined as
            (c)-(f)] for the Plan Year, to

     (b)    the Participant's Compensation for the Plan Year.  Compensation will
            only  include  amounts for the period  during which the Employee was
            eligible to participate.


                                         4

<PAGE> 13


Contribution Percentage Amounts on behalf of any Participant shall include:

      (c)   the   amount  of   Employee   Voluntary    Contributions,   Matching
            Contributions,  and Qualified Matching  Contributions (to the extent
            not taken into  account for purposes of the ADP test) made under the
            Plan on behalf of the Participant for the Plan Year,

      (d)   forfeitures   of   Excess   Aggregate   Contributions   or  Matching
            Contributions  allocated to the Participant's account which shall be
            taken  into  account  in  the  year  in  which  such  forfeiture  is
            allocated,

      (e)   at   the   election   of   the   Employer,   Qualified  Non-Elective
            Contributions, and

      (f)   the   Employer   also  may   elect  to use Elective Deferrals in the
            Contribution  Percentage  Amounts  so long  as the  ADP  test is met
            before the Elective Deferrals are used in the ACP test and continues
            to be met following the exclusion of those  Elective  Deferrals that
            are used to meet the ACP test.

Contribution  Percentage  Amounts  shall  not  include  Matching  Contributions,
whether or not Qualified,  that are forfeited either to correct Excess Aggregate
Contributions,  or because  the  contributions  to which they  relate are Excess
Deferrals, Excess Contributions, or Excess Aggregate Contributions.

1.14  DEFINED  BENEFIT  PLAN A Plan  under  which  a  Participant's  benefit  is
determined  by a formula  contained in the Plan and no  individual  accounts are
maintained for Participants.

1.15 DEFINED BENEFIT (PLAN)  FRACTION A fraction,  the numerator of which is the
sum of the Participant's Projected Annual Benefits under all the Defined Benefit
Plans  (whether  or  not  terminated)   maintained  by  the  Employer,  and  the
denominator  of which is the  lesser of 125  percent  of the  dollar  limitation
determined  for the  Limitation  Year under Code Sections  415(b) and (d) or 140
percent of the Highest Average  Compensation,  including any  adjustments  under
Code Section 415(b).

Notwithstanding  the above, if the Participant was a Participant as of the first
day of the first  Limitation  Year beginning  after December 31, 1986, in one or
more Defined Benefit Plans maintained by the Employer which were in existence on
May 6, 1986, the  denominator of this fraction will not be less than 125 percent
of the sum of the annual  benefits  under such plans which the  Participant  had
accrued as of the close of the last Limitation Year beginning  before January 1,
1987, disregarding any changes in the terms and conditions of the plan after May
5, 1986.  The  preceding  sentence  applies  only if the Defined  Benefit  Plans
individually and in the aggregate  satisfied the requirements of Section 415 for
all Limitation Years beginning before January 1, 1987.

1.16 DEFINED CONTRIBUTION DOLLAR LIMITATION Thirty thousand dollars ($30,000) or
if greater,  one-fourth of the defined  benefit  dollar  limitation set forth in
Code Section 415(b)(1)(A) as in effect for the Limitation Year.

1.17  DEFINED  CONTRIBUTION  PLAN A Plan under  which  individual  accounts  are
maintained  for  each  Participant  to  which  all  contributions,  forfeitures,
investment income and gains or losses, and expenses are credited or deducted.  A
Participant's  benefit  under such Plan is based solely on the fair market value
of his or her account balance.

1.18 DEFINED CONTRIBUTION (PLAN) FRACTION A Fraction,  the numerator of which is
the sum of the  Annual  Additions  to the  Participant's  account  under all the
Defined  Contribution  Plans  (whether  or  not  terminated)  maintained  by the
Employer for the current and all prior  Limitation  Years  (including the Annual
Additions attributable to the Participant's nondeductible Employee contributions
to all Defined  Benefit  Plans,  whether or not  terminated,  maintained  by the
Employer, and the Annual Additions attributable to all Welfare Benefit Funds, as
defined in paragraph 1.89 and individual  medical  accounts,  as defined in Code
Section 415(1)(2),  maintained by the Employer), and the denominator of which is
the  sum of the  maximum  aggregate  amounts  for  the  current  and  all  prior
Limitation  Years of service with the Employer  (regardless of whether a Defined
Contribution Plan was maintained by the Employer).  The maximum aggregate amount
in the Limitation Year is the lesser of 125 percent of the dollar limitation

                                         5

<PAGE> 14



determined  under  Code  Sections  415(b) and (d) in effect  under Code  Section
415(c)(1)(A) or 35 percent of the Participant's Compensation for such year.

If the  Employee was a  Participant  as of the end of the first day of the first
Limitation  Year  beginning  after  December  31,  1986,  in one or more Defined
Contribution  Plans maintained by the Employer which were in existence on May 6,
1986,  the  numerator  of  this  fraction  will be  adjusted  if the sum of this
fraction and the Defined Benefit  Fraction would otherwise  exceed 1.0 under the
terms of this Plan. Under the adjustment,  an amount equal to the product of (a)
the excess of the sum of the  fractions  over 1.0 times (b) the  denominator  of
this  fraction  will  be  permanently  subtracted  from  the  numerator  of this
fraction.  The  adjustment  is  calculated  using the fractions as they would be
computed as of the end of the last Limitation  Year beginning  before January 1,
1987, and  disregarding any changes in the terms and conditions of the Plan made
after May 6, 1986, but using the Section 415 limitation  applicable to the first
Limitation  Year beginning on or after January 1, 1987. The Annual  Addition for
any Limitation Year beginning  before January 1, 1987,  shall not be re-computed
to treat all Employee Contributions as Annual Additions.

1.19 DESIGNATED  BENEFICIARY The individual who is designated as the beneficiary
under the Plan in accordance  with Code Section  401(a)(9)  and the  regulations
thereunder.

1.20 DISABILITY An illness or injury of a potentially permanent nature, expected
to last for a  continuous  period of not less  than 12  months,  certified  by a
physician  selected  by or  satisfactory  to the  Employer  which  prevents  the
Employee  from  engaging  in any  occupation  for wage or  profit  for which the
Employee is reasonably fitted by training, education or experience.

1.21 DISTRIBUTION CALENDAR YEAR A calendar year for which a minimum distribution
is required.

1.22 EARLY RETIREMENT AGE The age set by the Employer in the Adoption  Agreement
(but not less than 55),  which is the  earliest age at which a  Participant  may
retire and receive his or her benefits under the Plan.

1.23 EARNED  INCOME Net earnings from  self-employment  in the trade or business
with  respect to which the Plan is  established,  determined  without  regard to
items not included in gross income and the  deductions  allocable to such items,
provided   that   personal   services   of  the   individual   are  a   material
income-producing factor. Earned income shall be reduced by contributions made by
an Employer to a qualified plan to the extent deductible under Code Section 404.
For tax years beginning after 1989, net earnings shall be determined taking into
account the  deduction  for  one-half of  self-employment  taxes  allowed to the
Employer under Code Section 164(f) to the extent deductible.

1.24  EFFECTIVE  DATE  The  date on  which  the  Employer's  retirement  plan or
amendment to such plan becomes effective.  For amendments  reflecting  statutory
and  regulatory  changes post Tax Reform Act of 1986, the Effective Date will be
the  earlier  of the date upon which such  amendment  is first  administratively
applied or the first day of the Plan Year following the date of adoption of such
amendment.

1.25  ELECTION  PERIOD The period which begins on the first day of the Plan Year
in  which  the  Participant  attains  age  35  and  ends  on  the  date  of  the
Participant's death. If a Participant  separates from Service prior to the first
day of the Plan Year in which age 35 is  attained,  the  Election  Period  shall
begin on the date of separation,  with respect to the account  balance as of the
date of separation.

1.26 ELECTIVE DEFERRAL Employer  contributions  made to the Plan at the election
of the Participant, in lieu of cash Compensation.  Elective Deferrals shall also
include  contributions  made  pursuant to a Salary  Savings  Agreement  or other
deferral  mechanism,  such as a cash option  contribution.  With  respect to any
taxable  year,  a  Participant's  Elective  Deferral is the sum of all  Employer
contributions  made on behalf of such  Participant  pursuant  to an  election to
defer under any  qualified  cash or deferred  arrangement  as  described in Code
Section 401(k), any simplified employee pension cash or deferred  arrangement as
described in Code Section 402(h)(1)(B),  any eligible deferred compensation plan
under Code Section 457, any plan as described under Code Section 501(c)(18), and
any Employer  contributions made on the behalf of a Participant for the purchase
of an annuity contract under Code Section 403(b)

                                         6

<PAGE> 15



pursuant to a Salary Savings Agreement. Elective Deferrals shall not include any
deferrals properly distributed as Excess Annual Additions.

1.27  ELIGIBLE  PARTICIPANT  Any  Employee  who is  eligible to make a Voluntary
Contribution,  or an Elective Deferral (if the Employer takes such contributions
into account in the calculation of the Contribution Percentage), or to receive a
Matching   Contribution   (including   forfeitures)  or  a  Qualified   Matching
Contribution.  If a Voluntary Contribution or Elective Deferral is required as a
condition of  participation in the Plan, any Employee who would be a Participant
in the Plan if such  Employee  made such a  contribution  shall be treated as an
Eligible  Participant  even  though  no  Voluntary   Contributions  or  Elective
Deferrals are made.

1.28  EMPLOYEE  Any person  employed by the  Employer  (including  Self-Employed
Individuals  and partners),  all Employees of a member of an affiliated  service
group [as defined in Code Section  414(m)],  Employees of a controlled  group of
corporations  [as  defined  in  Code  Section  414(b)],  all  Employees  of  any
incorporated or  unincorporated  trade or business which is under common control
[as  defined in Code  Section  414(c)],  Leased  Employees  [as  defined in Code
Section  414(n)] and any  Employee  required to be  aggregated  by Code  Section
414(o). All such Employees shall be treated as employed by a single Employer.

1.29 EMPLOYER The Self-Employed  Individual,  partnership,  corporation or other
organization  which  adopts  this  Plan  including  any firm that  succeeds  the
Employer and adopting this Plan.  For purposes of Article X,  Limitations  shall
mean the Employer that adopts this Plan,  and all members of a controlled  group
of  corporations  [as defined in Code Section 414(b) as modified by Code Section
415(h)],  all  commonly  controlled  trades or  businesses  [as  defined in Code
Section 414(c) as modified by Code Section 415(h)] or affiliated  service groups
[as defined in Code Section  414(m)] of which the  adopting  Employer is a part,
and other  entities  required to be  aggregated  with the  Employer  pursuant to
Regulations under Code Section 414(o).

1.30 ENTRY DATE The date on which an  Employee  commences  participation  in the
Plan as  determined  by the  Employer  in the  Adoption  Agreement.  Unless  the
Employer  specifies  otherwise  in the Adoption  Agreement,  Entry into the Plan
shall be on the first day of the Plan Year or the first day of the seventh month
of the Plan Year  coinciding  with or  following  the date on which an  Employee
meets the eligibility requirements.

1.31 EXCESS AGGREGATE  CONTRIBUTIONS The excess,  with respect to any Plan Year,
of:

      (a)   The aggregate  Contribution Percentage Amounts taken into account in
            computing the numerator of the Contribution Percentage actually made
            on behalf of Highly Compensated Employees for such Plan Year, over

      (b)   The maximum  Contribution  Percentage  Amounts  permitted by the ACP
            test (determined by reducing  contributions made on behalf of Highly
            Compensated  Employees  in order of their  Contribution  Percentages
            beginning with the highest of such percentages).

Such  determination  shall  be made  after  first  determining  Excess  Elective
Deferrals pursuant to paragraph 1.34 and then determining  Excess  Contributions
pursuant to paragraph 1.33.

1.32  EXCESS AMOUNT  The  excess  of  the Participant's Annual Additions for the
Limitation Year over the Maximum Permissible Amount.

1.33  EXCESS CONTRIBUTION  With respect to any Plan Year, the excess of:

      (a)   The  aggregate  amount of Employer contributions actually taken into
            account in computing  the ADP of Highly  Compensated  Employees  for
            such Plan Year, over


                                        7

<PAGE> 16



      (b)   The maximum  amount  of such contributions permitted by the ADP test
            (determined  by  reducing  contributions  made on  behalf  of Highly
            Compensated  Employees  in order  of the  ADPs,  beginning  with the
            highest of such percentages).

1.34 EXCESS ELECTIVE DEFERRALS Those Elective Deferrals that are includable in a
Participant's  gross  income  under  Code  Section  402(g)  to the  extent  such
Participant's Elective Deferrals for a taxable year exceed the dollar limitation
under such Code Section.  Excess  Elective  Deferrals shall be treated as Annual
Additions under the Plan,  unless such amounts are distributed no later than the
first April 15 following the close of the Participant's taxable year.

1.35 FAMILY MEMBER The Employee's  Spouse, any lineal descendants and ascendants
and the Spouse of such lineal descendants and ascendants.

1.36 FIRST  DISTRIBUTION  CALENDAR YEAR For  distributions  beginning before the
Participant's  death, the First Distribution  Calendar Year is the calendar year
immediately  preceding  the  calendar  year  which  contains  the  Participant's
Required  Beginning Date. For  distributions  beginning after the  Participant's
death,  the  First  Distribution  Calendar  Year is the  calendar  year in which
distributions are required to begin pursuant to paragraph 7.10.

1.37 FUND All  contributions  received by the Trustee  under this Plan and Trust
Account, investments thereof and earnings and appreciation thereon.

1.38 HARDSHIP An immediate and heavy  financial  need of the Employee where such
Employee lacks other available resources.

1.39  HIGHEST  AVERAGE  COMPENSATION  The  average  compensation  for the  three
consecutive  Years of  Service  with the  Employer  that  produces  the  highest
average. A Year of Service with the Employer is the 12-consecutive  month period
defined in the Adoption Agreement.

1.40 HIGHLY  COMPENSATED  EMPLOYEE Any  Employee  who  performs  service for the
Employer during the determination year and who, during the immediate prior year:

      (a)   received  Compensation  from  the  Employer in excess of $75,000 [as
            adjusted pursuant to Code Section 415(d)]; or

      (b)   received  Compensation  from  the  Employer in excess of $50,000 [as
            adjusted  pursuant to Code  Section  415(d)] and was a member of the
            Top-Paid Group for such year; or

      (c)   was an officer of the Employer and received Compensation during such
            year that is greater  than 50 percent  of the dollar  limitation  in
            effect under Code Section 415(b)(1)(A).

Notwithstanding  (a),  (b) and (c), an Employee  who was not Highly  Compensated
during the  preceding  Plan Year  shall not be  treated as a Highly  Compensated
Employee  with respect to the current Plan Year unless such Employee is a member
of the 100 Employees  paid the greatest  Compensation  during the year for which
such determination is being made.

      (d)   Employees  who  are  five percent (5%) Owners at any time during the
            immediate prior year or determination year.

Highly  Compensated  Employee includes Highly  Compensated  active Employees and
Highly Compensated former Employees.

For purposes of  determining  those  employees  that are to be treated as Highly
Compensated for a determination year, an Employer maintaining a fiscal year Plan
may elect to make the look-back year calculation as defined in

                                         8

<PAGE> 17



Section 1.414(q)-1T,  Q&A 14(b) of the Treasury  Regulations for a determination
year on the basis of the  calendar  year  ending  with or within the  applicable
determination year. For purposes of this election,  a determination year that is
shorter than twelve (12) months,  the  look-back  year  calculation  may be made
based upon the  calendar  year  ending  with or within the  twelve-month  period
ending with the end of the applicable determination year. Where such election is
made, the employer shall make its determination year calculation pursuant to the
provisions of Treasury Regulation ss.1.414(q)-1T, Q&A 14(b).

1.41  HOUR OF SERVICE

      (a)   Each hour for which an Employee is paid, or entitled to payment, for
            the  performance  of duties for the  Employer.  These hours shall be
            credited to the  Employee  for the  computation  period in which the
            duties are performed; and

      (b)   Each hour for which an Employee is paid, or entitled to payment,  by
            the  Employer on account of a period of time during  which no duties
            are performed  (irrespective of whether the employment  relationship
            has  terminated)  due  to  vacation,  holiday,  illness,  incapacity
            (including disability), layoff, jury duty, military duty or leave of
            absence.  No more than 501 Hours of Service shall be credited  under
            this paragraph for any single continuous period (whether or not such
            period  occurs in a single  computation  period).  Hours  under this
            paragraph shall be calculated and credited pursuant to Department of
            Labor Regulations  Section 2530.200b-2 which are incorporated herein
            by this reference; and

      (c)   Each hour for which back pay, irrespective of mitigation of damages,
            is either  awarded or agreed to by the  Employer.  The same Hours of
            Service shall not be credited both under  paragraph (a) or paragraph
            (b), as the case may be, and under this  paragraph  (c). These hours
            shall be  credited to the  Employee  for the  computation  period or
            periods to which the award or  agreement  pertains  rather  than the
            computation period in which the award, agreement or payment is made.

      (d)   Hours of Service shall be credited for employment with  the Employer
            and with other members of an affiliated service group [as defined in
            Code Section 414(m)], a controlled group of corporations [as defined
            in Code Section  414(b)],  or a group of trades or businesses  under
            common  control  [as  defined in Code  Section  414(c)] of which the
            adopting  Employer is a member,  and any other entity required to be
            aggregated with the Employer pursuant to Code Section 414(o) and the
            regulations thereunder.  Hours of Service shall also be credited for
            any  individual  considered  an Employee  for  purposes of this Plan
            under Code Section 414(n) or Code Section 414(o) and the regulations
            thereunder.

      (e)   Solely  for  purposes  of determining whether a Break in Service, as
            defined in paragraph 1.10, for  participation  and vesting  purposes
            has occurred in a computation  period,  an individual  who is absent
            from work for maternity or paternity  reasons  shall receive  credit
            for the Hours of Service which would otherwise have been credited to
            such  individual but for such absence,  or in any case in which such
            hours  cannot  be  determined,  8 Hours of  Service  per day of such
            absence.  For purposes of this  paragraph,  an absence from work for
            maternity  or  paternity  reasons  means an absence by reason of the
            pregnancy of the individual,  by reason of a birth of a child of the
            individual,  by  reason  of  the  placement  of  a  child  with  the
            individual  in  connection  with the  adoption of such child by such
            individual,  or for  purposes  of caring for such child for a period
            beginning immediately  following such birth or placement.  The Hours
            of Service  credited under this  paragraph  shall be credited in the
            computation  period in which the absence  begins if the crediting is
            necessary  to prevent a Break in Service in that  period,  or in all
            other cases, in the following  computation  period. No more than 501
            hours will be credited under this paragraph.

                                         9

<PAGE> 18



      (f)   Unless  specified  otherwise  in  the  Adoption  Agreement, Hours of
            Service  shall be  determined  on the basis of the actual  hours for
            which an Employee is paid or entitled to pay.

1.42 KEY EMPLOYEE Any Employee or former Employee (and the beneficiaries of such
employee) who at any time during the determination  period was an officer of the
Employer  if such  individual's  annual  Compensation  exceeds 50% of the dollar
limitation under Code Section  415(b)(1)(A)  (the defined benefit maximum annual
benefit), an owner (or considered an owner under Code Section 318) of one of the
ten largest interests in the employer if such individual's  Compensation exceeds
100% of the dollar limitation under Code Section 415(c)(1)(A), a 5% owner of the
Employer,  or a 1% owner of the Employer who has an annual  Compensation of more
than  $150,000.  For  purposes  of  determining  who is a Key  Employee,  annual
Compensation  shall mean  Compensation  as defined for Article X, but  including
amounts deferred through a salary reduction agreement to a cash or deferred plan
under Code Section 401(k), a Simplified Employee Pension Plan under Code Section
408(k), a cafeteria plan under Code Section 125 or a tax-deferred  annuity under
Code Section 403(b).  The  determination  period is the Plan Year containing the
Determination  Date and the four preceding Plan Years. The  determination of who
is a Key Employee will be made in accordance with Code Section 416(i)(1) and the
regulations thereunder.

1.43 LEASED  EMPLOYEE Any person (other than an Employee of the recipient)  who,
pursuant to an agreement  between the recipient  and any other person  ("leasing
organization"),  has performed  services for the recipient [or for the recipient
and related persons  determined in accordance with Code Section  414(n)(6)] on a
substantially  full-time  basis  for a period  of at least  one  year,  and such
services are of a type historically performed by Employees in the business field
of the recipient Employer.

1.44 LIMITATION YEAR The calendar year or such other 12-consecutive month period
designated by the Employer in the Adoption Agreement for purposes of determining
the maximum Annual Addition to a Participant's  account.  If the Limitation Year
is amended to a different  12-consecutive  month period, the new Limitation Year
must begin on a date within the Limitation Year in which the amendment is made.

1.45  MASTER OR  PROTOTYPE  PLAN A plan,  the form of which is the  subject of a
favorable opinion letter from the Internal Revenue Service.

1.46 MATCHING  CONTRIBUTION An Employer  contribution  made to this or any other
defined  contribution  plan on behalf of a Participant on account of an Employee
Voluntary   Contribution  made  by  such   Participant,   or  on  account  of  a
Participant's Elective Deferral, under a Plan maintained by the Employer.

1.47  MAXIMUM  PERMISSIBLE  AMOUNT  The  maximum  Annual  Addition  that  may be
contributed  or  allocated  to a  Participant's  account  under the plan for any
Limitation Year shall not exceed the lesser of:

     (a)   the Defined Contribution Dollar Limitation, or

     (b)   25% of the Participant's Compensation for the Limitation Year.

The  Compensation  limitation  referred  to  in  (b)  shall  not  apply  to  any
contribution  for medical benefits [within the meaning of Code Section 401(h) or
Code Section  419A(f)(2)] which is otherwise treated as an Annual Addition under
Code  Section  415(l)(1) or  419(d)(2).  If a short  Limitation  Year is created
because  of  an  amendment   changing  the   Limitation   Year  to  a  different
12-consecutive  month period, the Maximum Permissible Amount will not exceed the
Defined Contribution Dollar Limitation multiplied by the number of months in the
short Limitation Year divided by 12.


                                        10

<PAGE> 19



1.48 NET PROFIT The current and accumulated  operating  earnings of the Employer
before Federal and State income taxes,  excluding  nonrecurring or unusual items
of income, and before  contributions to this and any other qualified plan of the
Employer. Alternatively, the Employer may fix another definition in the Adoption
Agreement.

1.49  NORMAL  RETIREMENT  AGE  The  age,  set by the  Employer  in the  Adoption
Agreement,  at which a  Participant  may retire and receive his or her  benefits
under the Plan.

1.50  OWNER-EMPLOYEE  A sole  proprietor,  or a partner  owning more than 10% of
either the capital or profits interest of the partnership.

1.51 PAIRED PLANS Two or more Plans maintained by the Sponsor designed so that a
single  or any  combination  of  Plans  adopted  by an  Employer  will  meet the
antidiscrimination  rules,  the contribution  and benefit  limitations,  and the
Top-Heavy provisions of the Code.

1.52  PARTICIPANT  Any Employee who has met the eligibility requirements and  is
participating in the Plan.

1.53 PARTICIPANT'S  BENEFIT The account balance as of the last Valuation Date in
the  calendar  year  immediately   preceding  the  Distribution   Calendar  Year
(valuation  calendar  year)  increased  by the  amount of any  contributions  or
forfeitures  allocated to the account  balance as of the dates in the  valuation
calendar year after the valuation  date and decreased by  distributions  made in
the valuation calendar year after the Valuation Date. A special exception exists
for the second  distribution  Calendar Year. For purposes of this paragraph,  if
any portion of the minimum distribution for the First Distribution Calendar Year
is made in the  second  Distribution  Calendar  Year on or before  the  Required
Beginning  Date,  the  amount of the  minimum  distribution  made in the  second
distribution  calendar  year  shall be  treated  as if it had  been  made in the
immediately preceding Distribution Calendar Year.

1.54 PERMISSIVE AGGREGATION GROUP Used for Top-Heavy testing purposes, it is the
Required Aggregation Group of plans plus any other plan or plans of the Employer
which,  when considered as a group with the Required  Aggregation  Group,  would
continue to satisfy the requirements of Code Sections 401(a)(4) and 410.

1.55 PLAN The Employer's qualified retirement plan as embodied herein and in the
Adoption Agreement.

1.56 PLAN  ADMINISTRATOR  For  Employers  who are members of the  Savings  Banks
Employees  Retirement   Association  (SBERA),  Tom  Forese  shall  be  the  Plan
Administrator. All other Employers shall select their own Plan Administrator. If
no Plan Administrator is selected, the Employer shall be the Plan Administrator.

1.57 PLAN YEAR For  Employers  who are  members of the  Savings  Bank  Employees
Retirement  Association  (SBERA),  the 12-consecutive  month period beginning on
November  1 of each year.  Effective  January 1,  2000,  for  Employers  who are
members of SBERA, the 12-consecutive month period beginning on January 1 of each
year shall become the Plan Year.  For all other  Employers,  the  12-consecutive
month period designated by the Employer in the Adoption Agreement.

1.58 PRESENT  VALUE Used for Top-Heavy  test and  determination  purposes,  when
determining the Present Value of accrued  benefits,  with respect to any Defined
Benefit Plan  maintained by the Employer,  interest and mortality rates shall be
determined  in  accordance  with  the  provisions  of the  respective  plan.  If
applicable,  interest and mortality assumptions will be specified in the section
of the Adoption Agreement entitled "Limitations on Allocations".

1.59  PROJECTED  ANNUAL  BENEFIT Used to test the maximum  benefit  which may be
obtained from a combination  of retirement  plans,  it is the annual  retirement
benefit  (adjusted  to an  actuarial  equivalent  straight  life annuity if such
benefit is expressed  in a form other than a straight  life annuity or Qualified
Joint and Survivor Annuity) to which the Participant would be entitled under the
terms of a Defined Benefit Plan or plans, assuming:


                                        11

<PAGE> 20



      (a)   the Participant will continue employment until Normal Retirement Age
            under the plan (or current age, if later), and

      (b)   the  Participant's  Compensation for the current Limitation Year and
            all other relevant factors used to determine benefits under the plan
            will remain constant for all future Limitation Years.

1.60 QUALIFIED  DEFERRED  COMPENSATION PLAN Any pension,  profit-sharing,  stock
bonus,  or other plan  which  meets the  requirements  of Code  Section  401 and
includes a trust exempt from tax under Code  Section  501(a) or any annuity plan
described in Code Section 403(a).

An  Eligible  Retirement  Plan is an  individual  retirement  account  (IRA)  as
described in Code Section  408(a),  an  individual  retirement  annuity (IRA) as
described in Code Section  408(b),  an annuity plan as described in Code Section
403(a), or a qualified trust as described in Code Section 401(a),  which accepts
Eligible  Rollover  Distributions.  However in the case of an Eligible  Rollover
Distribution to a Surviving Spouse, an Eligible Retirement Plan is an individual
retirement account or individual retirement annuity.

1.61 QUALIFIED  DOMESTIC  RELATIONS ORDER A QDRO is a signed Domestic  Relations
Order  issued by a State  Court  which  creates,  recognizes  or  assigns  to an
alternate  payee(s)  the right to receive  all or part of a  Participant's  Plan
benefit and which meets the  requirements of Code Section  414(p).  An alternate
payee is a Spouse,  former Spouse, child, or other dependent who is treated as a
beneficiary under the Plan as a result of the QDRO.

1.62 QUALIFIED EARLY RETIREMENT AGE Qualified Early Retirement Age is the latest
of:

      (a)   the  earliest  date,  under  the  Plan, on which the Participant may
            elect to receive retirement benefits, or

      (b)   the  first  day  of the 120th month beginning before the Participant
            attains Normal Retirement Age, or

      (c)   the date the Participant begins participation.

1.63 QUALIFIED JOINT AND SURVIVOR  ANNUITY An immediate  annuity for the life of
the Participant with a survivor annuity for the life of the Participant's Spouse
which is at least  one-half  of but not more  than  the  amount  of the  annuity
payable during the joint lives of the Participant and the Participant's  Spouse.
The exact amount of the  Survivor  Annuity is to be specified by the Employer in
the Adoption Agreement.  If not designated by the Employer, the Survivor Annuity
will be  one-half  of the  amount  paid  to the  Participant  during  his or her
lifetime. The Qualified Joint and Survivor Annuity will be the amount of benefit
which can be provided by the Participant's Vested Account Balance.

1.64 QUALIFIED MATCHING CONTRIBUTION Matching  Contributions which when made are
subject  to the  distribution  and  nonforfeitability  requirements  under  Code
Section 401(k).

1.65 QUALIFIED  NON-ELECTIVE  CONTRIBUTIONS  Contributions  (other than Matching
Contributions  or  Qualified  Matching  Contributions)  made by the Employer and
allocated  to  Participants'  accounts  that the  Participants  may not elect to
receive in cash until  distributed from the Plan; that are  nonforfeitable  when
made;  and that  are  distributable  only in  accordance  with the  distribution
provisions  that are  applicable to Elective  Deferrals  and Qualified  Matching
Contributions.

1.66  QUALIFIED  VOLUNTARY  CONTRIBUTION  A  tax-deductible  voluntary  Employee
contribution. Qualified Voluntary Contributions are not permitted in this Plan.


                                        12

<PAGE> 21



1.67 REGIONAL PROTOTYPE PLAN A plan, the form of which is subject to a favorable
notification letter from the Internal Revenue Service.

1.68 REQUIRED AGGREGATION GROUP Used for Top-Heavy testing purposes, it consists
of:

      (a)   each  qualified  plan  of  the  Employer  in  which at least one Key
            Employee  participates  or  participated  at  any  time  during  the
            determination   period   (regardless   of   whether   the  plan  has
            terminated), and

      (b)   any  other  qualified  plan  of  the  Employer  which enables a plan
            described in (a) to meet the requirements of Code Sections 401(a)(4)
            or 410.

1.69 REQUIRED BEGINNING DATE The date on which a Participant is required to take
his or her first minimum distribution under the Plan. The rules are set forth at
paragraph 7.5.

1.70 ROLLOVER  CONTRIBUTION  A  contribution  made by a Participant of an amount
distributed to such Participant  from another  Qualified  Deferred  Compensation
Plan in accordance with Code Sections 402(a)(5), (6), and (7).

An Eligible  Rollover  Distribution is any distribution of all or any portion of
the balance to the credit of the  Participant  except that an Eligible  Rollover
Distribution does not include:

      (a)   any  distribution  that  is  one  of a series of substantially equal
            periodic  payments (not less  frequently than annually) made for the
            life (or life  expectancy) of the Participant or the joint lives (or
            joint life  expectancies)  of the Participant and the  Participant's
            Designated  Beneficiary,  or for a specified  period of ten years or
            more;

      (b)   any  distribution  to the extent such distribution is required under
            Code Section 401(a)(9); and

      (c)   the  portion  of  any  distribution  that is not includable in gross
            income   (determined   without  regard  to  the  exclusion  for  net
            unrealized appreciation with respect to Employer securities).

A Direct  Rollover  is a payment  by the plan to the  Eligible  Retirement  Plan
specified by the Participant.

1.71  SALARY  SAVINGS   AGREEMENT  An  agreement  between  the  Employer  and  a
participating  Employee where the Employee authorizes the Employer to withhold a
specified  amount or  percentage of his or her  Compensation  for deposit to the
Plan on behalf of such Employee.

1.72  SELF-EMPLOYED  INDIVIDUAL  An  individual  who has  Earned  Income for the
taxable  year from the  trade or  business  for  which  the Plan is  established
including an  individual  who would have had Earned Income but for the fact that
the trade or business had no Net Profit for the taxable year.

1.73 SERVICE The period of current or prior employment with the Employer. If the
Employer  maintains  a  plan  of  a  predecessor  employer,   Service  for  such
predecessor shall be treated as Service for the Employer.

1.74  SHAREHOLDER  EMPLOYEE An Employee or Officer who owns [or is considered as
owning  within the  meaning of Code  Section  318(a)(1)],  on any day during the
taxable year of an electing small business  corporation  (S  Corporation),  more
than 5% of such corporation's outstanding stock.

1.75 SIMPLIFIED  EMPLOYEE  PENSION PLAN An individual  retirement  account which
meets the  requirements of Code Section 408(k),  and to which the Employer makes
contributions  pursuant to a written  formula.  These plans are  considered  for
contribution limitation and Top-Heavy testing purposes.

                                        13

<PAGE> 22



1.76  SPONSOR  SBERA, or any successor(s) or assign(s).

1.77  SPOUSE   (SURVIVING   SPOUSE)  The  Spouse  or  Surviving  Spouse  of  the
Participant,  provided  that a former  Spouse  will be  treated as the Spouse or
Surviving  Spouse  and a current  Spouse  will not be  treated  as the Spouse or
Surviving  Spouse to the extent  provided under a Qualified  Domestic  Relations
Order as described in Code Section 414(p).

1.78 SUPER  TOP-HEAVY PLAN A Plan under which the Top-Heavy Ratio [as defined at
paragraph 1.81] exceeds 90%.

1.79 TAXABLE  WAGE BASE For plans with an  allocation  formula  which takes into
account the Employer's  contribution  under the Federal Insurance  Contributions
Act (FICA),  the maximum  amount of earnings  which may be considered  wages for
such Plan Year under the Social Security Act [Code Section  3121(a)(1)],  or the
amount  selected by the Employer in the  sub-section  of the Adoption  Agreement
entitled "Taxable Wage Base".

1.80 TOP-HEAVY DETERMINATION DATE For any Plan Year subsequent to the first Plan
Year,  the last day of the preceding  Plan Year.  For the first Plan Year of the
Plan, the last day of that year.

1.81 TOP-HEAVY PLAN For any Plan Year beginning  after 1983, the Employer's Plan
is top-heavy if any of the following conditions exist:

      (a)   If  the Top-Heavy Ratio for the Employer's Plan exceeds 60% and this
            Plan is not part of any  Required  Aggregation  Group or  Permissive
            Aggregation Group of Plans.

      (b)   If  the Employer's plan is a part of a Required Aggregation Group of
            plans  but  not  part  of a  Permissive  Aggregation  Group  and the
            Top-Heavy Ratio for the group of plans exceeds 60%.

      (c)   If the Employer's plan is a part of a Required Aggregation Group and
            part of a Permissive  Aggregation  Group of plans and the  Top-Heavy
            Ratio for the Permissive Aggregation Group exceeds 60%.

1.82  TOP-HEAVY RATIO

      (a)   If  the  Employer  maintains  one or more Defined Contribution plans
            (including  any Simplified  Employee  Pension Plan) and the Employer
            has not maintained any Defined  Benefit Plan which during the 5-year
            period  ending on the  Determination  Date(s) has or has had accrued
            benefits,  the  Top-Heavy  Ratio  for this  Plan  alone,  or for the
            Required  or  Permissive  Aggregation  Group  as  appropriate,  is a
            fraction,

        (1) the numerator of which is the sum of the account balances of all Key
            Employees as of the Determination Date(s) [including any part of any
            account  balance  distributed  in the  5-year  period  ending on the
            Determination Date(s)], and

      (2)   the  denominator  of  which  is  the  sum  of  all  account balances
            [including any part of any account balance distributed in the 5-year
            period  ending  on the  Determination  Date(s)],  both  computed  in
            accordance with Code Section 416 and the regulations thereunder.


                                        14

<PAGE> 23



            Both the  numerator  and  denominator  of the  Top-Heavy  Ratio  are
            increased to reflect any  contribution  not actually  made as of the
            Determination  Date,  but which is required to be taken into account
            on that date under Code Section 416 and the regulations thereunder.

      (b)   If  the  Employer  maintains  one or more Defined Contribution Plans
            (including  any Simplified  Employee  Pension Plan) and the Employer
            maintains or has maintained one or more Defined  Benefit Plans which
            during the 5-year period ending on the Determination  Date(s) has or
            has had any accrued  benefits,  the Top-Heavy Ratio for any Required
            or Permissive Aggregation Group as appropriate is a fraction,

      (1)   the  numerator  of  which  is  the sum of account balances under the
            aggregated Defined Contribution Plan or Plans for all Key Employees,
            determined  in accordance  with (a) above,  and the Present Value of
            accrued benefits under the aggregated  Defined Benefit Plan or Plans
            for all Key Employees as of the Determination Date(s), and

      (2)   the  denominator  of  which is the sum of the account balances under
            the  aggregated   Defined   Contribution   Plan  or  Plans  for  all
            Participants,  determined  in  accordance  with (a)  above,  and the
            Present Value of accrued  benefits under the Defined Benefit Plan or
            Plans for all  Participants  as of the  Determination  Date(s),  all
            determined in accordance  with Code Section 416 and the  regulations
            thereunder.  The accrued  benefits  under a Defined  Benefit Plan in
            both the  numerator  and  denominator  of the  Top-Heavy  Ratio  are
            increased  for any  distribution  of an accrued  benefit made in the
            5-year period ending on the Determination Date.

      (c)   For purposes of (a) and (b) above, the value of account balances and
            the Present  Value of accrued  benefits will be determined as of the
            most  recent  Valuation  Date  that  falls  within  or ends with the
            12-month period ending on the Determination Date, except as provided
            in Code Section 416 and the regulations thereunder for the first and
            second plan years of a Defined  Benefit Plan.  The account  balances
            and accrued  benefits of a participant (1) who is not a Key Employee
            but who was a Key Employee in a prior year,  or (2) who has not been
            credited  with at  least  one  hour of  service  with  any  Employer
            maintaining  the Plan at any time during the 5-year period ending on
            the Determination  Date will be disregarded.  The calculation of the
            Top-Heavy Ratio, and the extent to which  distributions,  rollovers,
            and transfers are taken into account will be made in accordance with
            Code Section 416 and the Regulations thereunder. Qualified Voluntary
            Employee  Contributions  will not be taken into account for purposes
            of computing the Top-Heavy Ratio.  When aggregating  plans the value
            of account  balances and accrued  benefits will be  calculated  with
            reference  to the  Determination  Dates  that fall  within  the same
            calendar year. The accrued benefit of a Participant other than a Key
            Employee  shall be  determined  under (1) the method,  if any,  that
            uniformly  applies for accrual  purposes  under all Defined  Benefit
            Plans maintained by the Employer, or (2) if there is no such method,
            as if such benefit accrued not more rapidly than the slowest accrual
            rate   permitted   under  the   fractional   rule  of  Code  Section
            411(b)(1)(C).

1.83 TOP-PAID GROUP The group consisting of the top 20% of Employees when ranked
on the basis of Compensation  paid during such year. For purposes of determining
the  number of  Employees  in the group  (but not who is in it),  the  following
Employees shall be excluded:

      (a)   Employees who have not completed 6 months of Service.

      (b)   Employees who normally work less than 17 1/2hours per week.

      (c)   Employees  who  normally  do  not work more than 6 months during any
            year.

                                        15

<PAGE> 24



      (d)   Employees who have not attained age 21.

      (e)   Employees  included in  a  collective bargaining unit, covered by an
            agreement between employee  representatives and the Employer,  where
            retirement  benefits were the subject of good faith  bargaining  and
            provided that 90% or more of the Employer's Employees are covered by
            the agreement.

      (f)   Employees  who  are  nonresident  aliens  and  who receive no earned
            income  which  constitutes  income  from  sources  within the United
            States.

1.84 TRANSFER  CONTRIBUTION A non-taxable  transfer of a  Participant's  benefit
directly from a Qualified Deferred Compensation Plan to this Plan.

1.85 TRUSTEE For  Employers  who are members of SBERA,  the Trustee shall be the
Trustees of the Savings Banks Employees  Retirement  Association.  For all other
Employers,  the Trustee  shall be the  individual,  individuals  or  institution
appointed  by the  Employer  to serve as Trustee  of the Plan.  In the event the
Employer does not name an  individual,  individuals  or  institution to serve as
Trustee of the Plan, the Employer will be deemed to be the Trustee.

1.86  VALUATION  DATE The last day of the Plan Year or such other date as agreed
to by the Employer and the Trustee on which Participant accounts are revalued in
accordance with Article V hereof. For Top-Heavy  purposes,  the date selected by
the Employer as of which the Top-Heavy Ratio is calculated.

1.87 VESTED  ACCOUNT  BALANCE The aggregate  value of the  Participant's  vested
account  balances  derived from Employer and Employee  contributions  (including
Rollovers),  whether  vested  before or upon death,  including  the  proceeds of
insurance  contracts,  if any, on the  Participant's  life.  The  provisions  of
Article VIII shall apply to a Participant who is vested in amounts  attributable
to Employer contributions, Employee contributions (or both) at the time of death
or distribution.

For purposes of paragraph 8.7, Vested Account Balance shall mean, in the case of
a money  purchase  pension plan,  the  Participant's  separate  account  balance
attributable  solely to Qualified  Voluntary  Contributions.  For profit-sharing
plans the above definition shall apply.

1.88  VOLUNTARY  CONTRIBUTION  An  Employee  contribution  by or on  behalf of a
Participant  that is included in the  Participant's  gross income in the year in
which made and that is maintained under a separate account to which earnings and
losses are allocated. For Plan Years beginning after the Plan Year in which this
Plan is adopted (or restated) by the Employer,  Voluntary Contributions are only
permitted in Standardized  Adoption  Agreement 003 or  Nonstandardized  Adoption
Agreement  006  whether  or  not  the  Employer  utilizes  the  salary  deferral
provisions.  Voluntary  Contributions  for  Plan  Years  beginning  after  1986,
together with any Matching Contributions as defined in Code Section 401(m), will
be limited so as to meet the nondiscrimination test of Code Section 401(m).

1.89 WELFARE  BENEFIT FUND Any fund that is part of a plan of the  Employer,  or
has the effect of a plan,  through which the Employer  provides welfare benefits
to Employees or their beneficiaries.  For these purposes,  Welfare Benefit means
any benefit other than those with respect to which Code Section 83(h)  (relating
to transfers of property in connection with the  performance of services),  Code
Section 404 (relating to deductions for  contributions to an Employee's trust or
annuity and  Compensation  under a deferred  payment  plan),  Code  Section 404A
(relating to certain foreign deferred compensation plans) apply. A "Fund" is any
social club, voluntary employee benefit association,  supplemental  unemployment
benefit trust or qualified  group legal service  organization  described in Code
Section  501(c)(7),  (9),  (17)  or  (20);  any  trust,  corporation,  or  other
organization  not  exempt  from  income  tax,  or  to  the  extent  provided  in
regulations, any account held for an Employer by any person.


                                        16

<PAGE> 25



1.90 YEAR OF SERVICE A  12-consecutive  month period during which an Employee is
credited  with not less than 1,000 (or such lesser  number as  specified  by the
Employer in the Adoption Agreement) Hours of Service.


                                        17

<PAGE> 26



                                   ARTICLE II

                            ELIGIBILITY REQUIREMENTS

2.1  PARTICIPATION  Employees  who  meet  the  eligibility  requirements  in the
Adoption  Agreement on the Effective Date of the Plan shall become  Participants
as of the Effective  Date of the Plan. If so elected in the Adoption  Agreement,
all Employees  employed on the Effective Date of the Plan may participate,  even
if they have not satisfied the Plan's specified eligibility requirements.  Other
Employees  shall  become  Participants  on the  Entry  Date  coinciding  with or
immediately following the date on which they meet the eligibility  requirements.
Depending on the Plan's eligibility requirements, the entry date may actually be
earlier  than  the  date  on  which  the  Employee   satisfies  the  eligibility
requirements.  The Employee must satisfy the eligibility  requirements specified
in the  Adoption  Agreement  and be  employed  on the  Entry  Date to  become  a
Participant  in the Plan.  In the event an  Employee  who is not a member of the
eligible  class of  Employees  becomes  a member  of the  eligible  class,  such
Employee  shall  participate  immediately  if such  Employee has  satisfied  the
minimum  age and  service  requirements  and  would  have  previously  become  a
Participant  had he or she  been in the  eligible  class.  Employees  may  waive
participation  in the Plan.  However,  this is only  permitted if the Employer's
adoption is on Nonstandardized  Adoption Agreement 004, 005 or 006, and the Plan
will meet the  minimum  coverage  requirements  in Code  Section  410(b) and the
minimum participation requirements of Code Section 401(a)(26). [To the extent so
provided by regulations,  a partner (or other employee) waiving participation in
the Plan may cause Code Section 401(k) and the regulations thereunder to apply.]
A former  Participant  shall again become a  Participant  upon  returning to the
employ of the Employer at the next Entry Date or if earlier,  the next Valuation
Date.  For  this  purpose,  Participant's  Compensation  and  Service  shall  be
considered from date of rehire.

2.2 CHANGE IN  CLASSIFICATION  OF EMPLOYMENT In the event a Participant  becomes
ineligible to participate because he or she is no longer a member of an eligible
class of Employees, such Employee shall participate upon his or her return to an
eligible class of Employees.

2.3  COMPUTATION  PERIOD To determine Years of Service and Breaks in Service for
purposes of eligibility,  the 12-consecutive  month period shall commence on the
date on which an Employee first performs an Hour of Service for the Employer and
each anniversary thereof,  such that the succeeding  12-consecutive month period
commences  with the  employee's  first  anniversary of employment and so on. If,
however,   the  period  so  specified  is  one  year  or  less,  the  succeeding
12-consecutive  month  period  shall  commence on the first day of the Plan Year
prior to the  anniversary  of the date they first  performed  an Hour of Service
regardless  of whether the  Employee  is entitled to be credited  with 1,000 (or
such lesser number as specified by the Employer in the Adoption Agreement) Hours
of Service during their first employment year.

2.4  EMPLOYMENT  RIGHTS  Participation  in the  Plan  shall  not  confer  upon a
Participant  any employment  rights,  nor shall it interfere with the Employer's
right to terminate the employment of any Employee at any time.

2.5 SERVICE WITH CONTROLLED  GROUPS All Years of Service with other members of a
controlled group of corporations [as defined in Code Section 414(b)],  trades or
businesses under common control [as defined in Code Section 414(c)],  or members
of an  affiliated  service  group [as defined in Code Section  414(m)]  shall be
credited for purposes of determining an Employee's eligibility to participate.

2.6  OWNER-EMPLOYEES If this Plan provides  contributions or benefits for one or
more  Owner-Employees  who  control  both the  business  for which  this Plan is
established  and one or more other trades or businesses,  this Plan and the Plan
established  for other  trades or  businesses  must,  when looked at as a single
Plan,  satisfy Code  Sections  401(a) and (d) for the  Employees of this and all
other trades or businesses.

If the Plan provides  contributions or benefits for one or more  Owner-Employees
who control one or more other trades or  businesses,  the Employees of the other
trades or businesses  must be included in a Plan which  satisfies  Code Sections
401(a) and (d) and which provides  contributions and benefits not less favorable
than provided for Owner-Employees under this Plan.

                                        18

<PAGE> 27



If an individual is covered as an Owner-Employee  under the plans of two or more
trades or businesses  which are not  controlled,  and the individual  controls a
trade or business, then the contributions or benefits of the Employees under the
plan of the trades or businesses  which are  controlled  must be as favorable as
those  provided  for him or her  under the most  favorable  plan of the trade or
business which is not controlled.

For  purposes of the  preceding  sentences,  an  Owner-Employee,  or two or more
Owner-Employees,  will be  considered  to  control  a trade or  business  if the
Owner-Employee, or two or more Owner-Employees together:

      (a)   own the entire interest in an unincorporated trade or business, or

      (b)   in  the  case  of  a  partnership,  own  more than 50% of either the
            capital interest or the profits interest in the partnership.

For  purposes  of the  preceding  sentence,  an  Owner-Employee,  or two or more
Owner-Employees  shall be treated as owning any interest in a partnership  which
is owned, directly or indirectly, by a partnership which such Owner-Employee, or
such two or more  Owner-Employees,  are considered to control within the meaning
of the preceding sentence.

2.7 LEASED  EMPLOYEES Any Leased Employee shall be treated as an Employee of the
recipient Employer;  however,  contributions or benefits provided by the leasing
organization  which are  attributable  to services  performed  for the recipient
Employer  shall be treated  as  provided  by the  recipient  Employer.  A Leased
Employee  shall not be  considered an Employee of the recipient if such Employee
is covered by a money purchase pension plan providing:

      (a)   a non-integrated  Employer  contribution  rate  of  at  least 10% of
            Compensation,  [as defined in Code Section  415(c)(3)  but including
            amounts  contributed by the Employer  pursuant to a salary reduction
            agreement,  which are excludable  from the  Employee's  gross income
            under a  cafeteria  plan  covered  by Code  Section  125,  a cash or
            deferred profit-sharing plan under Code Section 401(k), a Simplified
            Employee  Pension Plan under Code Section 408(k) and a tax-sheltered
            annuity under Code Section 403(b)],

      (b)   immediate participation, and

      (c)   full and immediate vesting.

This exclusion is only available if Leased Employees do not constitute more than
twenty percent (20%) of the recipient's non-highly compensated work force.

2.8 THRIFT PLANS If the Employer makes an election in Adoption Agreements 003 or
006 to require Voluntary Contributions to participate in this Plan, the Employer
shall notify each  eligible  Employee in writing of his or her  eligibility  for
participation at least 30 days prior to the appropriate Entry Date. The Employee
shall indicate his or her intention to join the Plan by authorizing the Employer
to withhold a  percentage  of his or her  Compensation  as provided in the Plan.
Such  authorization  shall be returned to the Employer at least 10 days prior to
the  Employee's  Entry  Date.  The  Employee  may  decline  participation  by so
indicating on the enrollment form or by failure to return the enrollment form to
the Employer  prior to the  Employee's  Entry Date. If the Employee  declines to
participate,  such Employee  shall be given the  opportunity to join the Plan on
the next Entry Date. The taking of a Hardship Withdrawal under the provisions of
paragraph 6.9 will impact the Participant's ability to make these contributions.


                                       19

<PAGE> 28



                                   ARTICLE III

                             EMPLOYER CONTRIBUTIONS

3.1 AMOUNT The Employer  intends to make periodic  contributions  to the Plan in
accordance  with the formula or formulas  selected  in the  Adoption  Agreement.
However,  the Employer's  contribution for any Plan Year shall be subject to the
limitations  on allocations  contained in Article X. A Participant  may elect to
waive an  Employer  contribution  on his or her  behalf  for a given  Plan Year.
However, a Participant may only make this election if the Employer's adoption is
on  Nonstandardized  Adoption Agreement 004, 005 or 006. [In the event a partner
in a partnership  makes this election,  in accordance with Proposed  Regulations
Section  1.401(k)-1(a)(6),  the Plan  will be  deemed  to  constitute  a cash or
deferred arrangement with respect to the partners.  Thus,  contributions made on
behalf of any  partners  may be limited  to $7,000  indexed as set forth in Code
Section  402(g)].  Any waiver made pursuant to this paragraph will be made prior
to the time such Participant accrues a benefit for that Plan Year.

3.2 EXPENSES AND FEES The Employer  shall also be  authorized  to reimburse  the
Fund for all expenses  and fees  incurred in the  administration  of the Plan or
Trust  Account  and paid out of the  assets of the  Fund.  Such  expenses  shall
include, but shall not be limited to, fees for professional  services,  printing
and postage. Brokerage Commissions may not be reimbursed.

3.3 RESPONSIBILITY  FOR CONTRIBUTIONS  Neither the Trustee nor the Sponsor shall
be required to  determine  if the  Employer  has made a  contribution  or if the
amount contributed is in accordance with the Adoption Agreement or the Code. The
Employer  shall have sole  responsibility  in this regard.  The Trustee shall be
accountable solely for contributions actually received by it.

3.4 RETURN OF CONTRIBUTIONS Contributions made to the Fund by the Employer shall
be irrevocable except as provided below:

      (a)   Any  contribution  forwarded  to the Trustee because of a mistake of
            fact,  provided  that the  contribution  is returned to the Employer
            within one year of the contribution.

      (b)   In  the  event  that the Commissioner of Internal Revenue determines
            that the Plan is not initially  qualified under the Internal Revenue
            Code, any contribution  made incident to that initial  qualification
            by the  Employer  must be returned to the  Employer  within one year
            after the date the initial  qualification is denied, but only if the
            application for the  qualification is made by the time prescribed by
            law for filing the  Employer's  return for the taxable year in which
            the Plan is  adopted,  or such  later date as the  Secretary  of the
            Treasury may prescribe.

      (c)   Contributions  forwarded   to   the  Trustee  are  presumed  to   be
            deductible and are conditioned on their deductibility. Contributions
            which are  determined to not be  deductible  will be returned to the
            Employer.

                                        20

<PAGE> 29

                                   ARTICLE IV

                             EMPLOYEE CONTRIBUTIONS

4.1 VOLUNTARY  CONTRIBUTIONS An Employee may make Voluntary Contributions to the
Plan  established  hereunder if so  authorized  by the Employer in a uniform and
nondiscriminatory  manner.  Such contributions are subject to the limitations on
Annual  Additions  and are  subject  to  antidiscrimination  testing.  Voluntary
Contributions are permitted only in Adoption Agreements 003 and 006.

4.2 QUALIFIED VOLUNTARY CONTRIBUTIONS A Participant may no longer make Qualified
Voluntary Contributions to the Plan. Such amounts already contributed may remain
in the Trust Fund Account until distributed to the Participant.

4.3 ROLLOVER CONTRIBUTION Unless provided otherwise in the Adoption Agreement, a
Participant may make a Rollover  Contribution to any Defined  Contribution  Plan
established   hereunder  of  all  or  any  part  of  an  amount  distributed  or
distributable  to  him  or  her  from a  Qualified  Deferred  Compensation  Plan
provided:

      (a)   the  amount  distributed  to  the  Participant  is  deposited to the
            Plan no later  than the  sixtieth  day after such  distribution  was
            received by the Participant,

      (b)   the amount distributed is not one of a series of substantially equal
            periodic  payments  made for the life  (or life  expectancy)  of the
            Participant or the joint lives (or joint life  expectancies)  of the
            Participant and the Participant's  Designated Beneficiary,  or for a
            specified period of ten years or more;

      (c)   the  amount  distributed  is not required under section 401(a)(9) of
            the Code;

      (d)   if the amount distributed included property such property is  rolled
            over, or if sold the proceeds of such property may be rolled over,

      (e)   the amount distributed is not includable in gross income (determined
            without regard to the exclusion for net unrealized appreciation with
            respect to employer securities).

In addition, if the Adoption Agreement allows Rollover  Contributions,  the Plan
will also accept any  Eligible  Rollover  Distribution  (as defined at paragraph
1.70) directly to the Plan.

Rollover Contributions,  which relate to distributions prior to January 1, 1993,
must be made in accordance with paragraphs (a) through (e) and additionally meet
the requirements of paragraph (f):

      (f)   The  distribution  from  the  Qualified  Deferred  Compensation Plan
            constituted the  Participant's  entire interest in such Plan and was
            distributed within one taxable year to the Participant:

            (1)   on account of separation from Service, a Plan termination,  or
                  in the  case  of a  profit-sharing  or  stock  bonus  plan,  a
                  complete  discontinuance  of  contributions  under  such  plan
                  within the meaning of Section 402(a)(6)(A) of the Code, or

            (2)   in one or more distributions which constitute a qualified lump
                  sum   distribution   within  the   meaning  of  Code   Section
                  402(e)(4)(A),  determined  without  reference to subparagraphs
                  (B) and (H).

                                        21

<PAGE> 30


Such Rollover  Contribution  may also be made through an  Individual  Retirement
Account  qualified  under Code  Section  408 where the IRA was used as a conduit
from the Qualified Deferred Compensation Plan, the Rollover Contribution is made
in accordance  with the rules provided under  paragraphs (a) through (e) and the
Rollover  Contribution  does not  include  any  regular  IRA  contributions,  or
earnings  thereon,  which the  Participant  may have  made to the IRA.  Rollover
Contributions,  which relate to  distributions  prior to January 1, 1993, may be
made through an IRA in accordance with paragraphs (a) through (f) and additional
requirements as provided in the previous sentence. The Trustee shall not be held
responsible for  determining  the tax-free  status of any Rollover  Contribution
made under this Plan.

4.4 TRANSFER  CONTRIBUTION Unless provided otherwise in the Adoption Agreement a
Participant  may,  subject to the  provisions of paragraph 4.5, also arrange for
the direct transfer of his or her benefit from a Qualified Deferred Compensation
Plan  to this  Plan.  For  accounting  and  record  keeping  purposes,  Transfer
Contributions shall be treated in the same manner as Rollover Contributions.

In the event the Employer accepts a Transfer  Contribution  from a Plan in which
the Employee was directing the  investments of his or her account,  the Employer
may  continue  to permit  the  Employee  to  direct  his or her  investments  in
accordance with paragraph 13.7 with respect only to such Transfer  Contribution.
Notwithstanding  the above,  the  Employer  may refuse to accept  such  Transfer
Contributions.

4.5  EMPLOYER  APPROVAL OF TRANSFER  CONTRIBUTIONS  The Employer  maintaining  a
Safe-Harbor  Profit-Sharing  Plan in accordance with the provisions of paragraph
8.7, acting in a nondiscriminatory  manner, may in its sole discretion refuse to
allow Transfer  Contributions to its profit-sharing  plan, if such contributions
are directly or  indirectly  being  transferred  from a defined  benefit plan, a
money  purchase  pension plan  (including a target  benefit plan), a stock bonus
plan, or another  profit-sharing  plan which would otherwise  provide for a life
annuity form of payment to the Participant.

4.6  ELECTIVE  DEFERRALS  A  Participant  may enter  into a  Elective  Deferrals
Agreement  with the Employer  authorizing  the Employer to withhold a portion of
such  Participant's  Compensation  not to exceed  $7,000  per  calendar  year as
adjusted for inflation or, if lesser,  the percentage of Compensation  specified
in the Adoption Agreement and to deposit such amount to the Plan. No Participant
shall be permitted to have Elective  Deferrals made under this Plan or any other
qualified plan maintained by the Employer, during any taxable year, in excess of
the  dollar  limitation  contained  in Code  Section  402(g)  in  effect  at the
beginning  of such  taxable  year.  Thus,  the $7,000  limit may be reduced if a
Participant  contributes  pre-tax  contributions  to qualified  plans of this or
other  Employers.  Any such  contribution  shall be credited  to the  Employee's
Elective  Deferrals  Account.   Unless  otherwise   specified  in  the  Adoption
Agreement,  a Participant may amend his or her Elective  Deferrals  Agreement to
increase,  decrease or terminate the  percentage  upon 30 days written notice to
the Employer. If a Participant terminates his or her agreement, such Participant
shall not be  permitted to put a new Elective  Deferrals  Agreement  into effect
until the first pay period in the next Plan Year, unless otherwise stated in the
Adoption  Agreement.  The Employer may also amend or terminate said agreement on
written  notice to the  Participant.  If a Participant  has not  authorized  the
Employer  to withhold  at the  maximum  rate and  desires to increase  the total
withheld for a Plan Year,  such  Participant  may authorize the Employer upon 30
days  notice  to  withhold  a  supplemental  amount  up to  100%  of  his or her
Compensation for one or more pay periods. In no event may the sum of the amounts
withheld  under  the  Elective   Deferrals   Agreement  plus  the   supplemental
withholding  exceed 25% of a  Participant's  Compensation  for a Plan Year.  The
Employer may also recharacterize as after-tax Voluntary Contributions all or any
portion of amounts previously  withheld under any Elective  Deferrals  Agreement
within the Plan Year as provided  for at  paragraph  10.10.  This may be done to
insure  that the Plan will meet one of the  antidiscrimination  tests under Code
Section  401(k).  Elective  Deferrals  shall be deposited in the Trust within 30
days after being withheld from the  Participant's  pay.  Elective  Deferrals are
permitted only in Standardized Adoption Agreement 003,  Nonstandardized Adoption
Agreement 006, and Standardized Adoption Agreement 009.

                                        22

<PAGE> 31


4.7 REQUIRED VOLUNTARY  CONTRIBUTIONS If the Employer makes a thrift election in
the Adoption  Agreement,  each  eligible  Participant  shall be required to make
Voluntary Contributions to the Plan for credit to his or her account as provided
in the Adoption Agreement.  Such Voluntary  Contributions shall be withheld from
the  Employee's  Compensation  and shall be  transmitted  by the Employer to the
Trustee  as  agreed  between  the  Employer  and  Trustee.   A  Participant  may
discontinue participation or change his or her Voluntary Contribution percentage
by so  advising  the  Employer  at least 10 days prior to the date on which such
discontinuance or change is to be effective.  If a Participant  discontinues his
or her  Voluntary  Contributions,  such  Participant  may  not  again  authorize
Voluntary   Contributions   for  a  period   of  one  year   from  the  date  of
discontinuance.  A  Participant  may  voluntarily  change  his or her  Voluntary
Contribution  percentage  once during any Plan Year and may also agree to have a
reduction in his or her contribution, if required to satisfy the requirements of
the ACP  test.  Voluntary  Contributions  are  permitted  only  in  Standardized
Adoption Agreement 003 and Nonstandardized Adoption Agreement 006.

4.8 DIRECT ROLLOVER OF BENEFITS Notwithstanding any provision of the Plan to the
contrary  that  would  otherwise  limit  a  Participant's  election  under  this
paragraph, for distributions made on or after January 1, 1993, a Participant may
elect, at the time and in the manner  prescribed by the Plan  Administrator,  to
have any  portion of an  Eligible  Rollover  Distribution  paid  directly  to an
Eligible Retirement Plan specified by the Participant in a Direct Rollover.  Any
portion of a distribution  which is not paid directly to an Eligible  Retirement
Plan shall be distributed to the Participant.  For purposes of this paragraph, a
Surviving  Spouse or a Spouse or former Spouse who is an alternate payee under a
Qualified  Domestic  Relations Order as defined in Code Section 414(p),  will be
permitted to elect to have any Eligible  Rollover  Distribution paid directly to
an  individual  retirement  account (IRA) or an  individual  retirement  annuity
(IRA).

The Plan provisions otherwise  applicable to distributions  continue to apply to
Rollover and Transfer Contributions.


                                        23

<PAGE> 32

                                    ARTICLE V

                              PARTICIPANT ACCOUNTS

5.1  SEPARATE  ACCOUNTS  The  Employer  shall  establish a separate  bookkeeping
account for each  Participant  showing the total value of his or her interest in
the Fund. Each Participant's account shall be separated for bookkeeping purposes
into the following sub-accounts:

      (a)   Employer Contributions.

            (1)   Matching Contributions.

            (2)   Qualified Matching Contributions.

            (3)   Qualified Non-Elective Contributions.

            (4)   Discretionary Contributions.

            (5)   Elective Deferrals.

      (b)   Voluntary Contributions (and additional amounts including,  required
            contributions   and  if  applicable,   either  repayments  of  loans
            previously  defaulted  on and treated as "deemed  distributions"  on
            which a tax  report has been  issued,  and  amounts  paid out upon a
            separation from service which have been included in income and which
            are repaid after being re-hired by the Employer).

      (c)   Qualified Voluntary  Contributions  (if the Plan previously accepted
            these).

      (d)   Rollover Contributions.

      (e)   Transfer Contributions.

5.2  ADJUSTMENTS TO PARTICIPANT  ACCOUNTS As of each Valuation Date of the Plan,
the Employer shall add to each account:

      (a)   the   Participant's  share  of   the  Employer's  contribution   and
            forfeitures as determined in the Adoption Agreement,

      (b)   any    Elective   Deferrals,    Voluntary,  Rollover   or   Transfer
            Contributions made by the Participant.

      (c)   any repayment of amounts previously paid out to a Participant upon a
            separation from Service and repaid by the Participant since the last
            Valuation Date, and

      (d)   the Participant's proportionate share of any investment earnings and
            increase  in the  fair  market  value  of the  Fund  since  the last
            Valuation Date, as determined at paragraph 5.4.

The Employer shall deduct from each account:

      (e)   any  withdrawals  or  payments  made  from the Participant's account
            since the last Valuation Date, and

      (f)   the  Participant's  proportionate  share of any decrease in the fair
            market  value  of  the  Fund  since  the  last  Valuation  Date,  as
            determined at paragraph 5.4.


                                        24

<PAGE> 33


5.3  ALLOCATING  EMPLOYER  CONTRIBUTIONS  The Employer's  contribution  shall be
allocated to Participants in accordance with the allocation  formula selected by
the  Employer  in the  Adoption  Agreement,  and the  minimum  contribution  and
allocation  requirements for Top-Heavy Plans.  Beginning with the 1990 Plan Year
and  thereafter,  for plans on Standardized  Adoption  Agreements 001, 002, 003,
007,  008 and 009,  Participants  who are  credited  with more than 500 Hours of
Service  or are  employed  on the last day of the Plan Year must  receive a full
allocation of Employer  contributions.  In Nonstandardized  Adoption  Agreements
004, 005, and 006, Employer  contributions shall be allocated to the accounts of
Participants  employed  by the  Employer on the last day of the Plan Year unless
indicated otherwise in the Adoption  Agreement.  In the case of a non-Top-Heavy,
Nonstandardized  Plan,  Participants  must also have completed a Year of Service
unless  otherwise  specified  in the  Adoption  Agreement.  For  Nonstandardized
Adoption  Agreements 004, 005, and 006, the Employer may only apply the last day
of the Plan Year and Year of Service  requirements,  if the Plan  satisfies  the
requirements  of  Code  Sections  401(a)(26)  and  410(b)  and  the  regulations
thereunder  including the exception for 401(k) plans. If, when applying the last
day  and  Year  of  Service   requirements,   the  Plan  fails  to  satisfy  the
aforementioned requirements, additional Participants will be eligible to receive
an allocation of Employer  Contributions  until the  requirements are satisfied.
Participants  who are credited with a Year of Service,  but not employed at Plan
Year end, are the first category of additional  Participants eligible to receive
an  allocation.  If the  requirements  are  still  not  satisfied,  Participants
credited  with more than 500 Hours of Service and  employed at Plan Year end are
the next category of Participants eligible to receive an allocation. Finally, if
necessary to satisfy the said requirements,  any Participant  credited with more
than 500  Hours of  Service  will be  eligible  for an  allocation  of  Employer
Contributions.

5.4  ALLOCATING   INVESTMENT  EARNINGS  AND  LOSSES  A  Participant's  share  of
investment earnings and any increase or decrease in the fair market value of the
Fund shall be based on the  proportionate  value of all active  accounts  (other
than accounts with  segregated  investments)  as of the last Valuation Date less
withdrawals   since  the  last  Valuation  Date.  If  Employer  and/or  Employee
contributions  are made monthly,  quarterly,  or on some other systematic basis,
the adjusted  value of such accounts for  allocation  of  investment  income and
gains or losses  shall  include  one-half the  Employer  contributions  for such
period.  If Employer and/or Employee  contributions are not made on a systematic
basis,  it is assumed that they are made at the end of the valuation  period and
therefore  will not receive an allocation  of  investment  earnings and gains or
losses for such period.

Alternatively,  at the Plan Administrator's  option, all Employer  contributions
will be credited with an allocation of the actual investment  earnings and gains
and losses from the actual date of deposit of each such  contribution  until the
end of the period.  Accounts with segregated  investments shall receive only the
income or loss on such segregated  investments.  In no event shall the selection
of a method of allocating  gains and losses be used to  discriminate in favor of
the Highly Compensated Employees.

5.5 PARTICIPANT  STATEMENTS Upon completing the allocations  described above for
the Valuation Date  coinciding with the end of the Plan Year, the Employer shall
prepare  a  statement  for  each  Participant   showing  the  additions  to  and
subtractions  from his or her account since the last such statement and the fair
market value of his or her account as of the current  Valuation Date.  Employers
so choosing may prepare Participant statements for each Valuation Date.


                                        25

<PAGE> 34

                                   ARTICLE VI

                      RETIREMENT BENEFITS AND DISTRIBUTIONS

6.1 NORMAL  RETIREMENT  BENEFITS A Participant  shall be entitled to receive the
balance held in his or her account from Employer  contributions  upon  attaining
Normal Retirement Age or at such earlier dates as the provisions of this Article
VI may allow.  If the  Participant  elects to continue  working  past his or her
Normal Retirement Age, he or she will continue as an active Plan Participant and
no  distribution  shall  be made to such  Participant  until  his or her  actual
retirement date unless the employer elects otherwise in the Adoption  Agreement,
or a minimum  distribution is required by law.  Settlement  shall be made in the
normal  form,  or if elected in one of the  optional  forms of payment  provided
below.

6.2 EARLY  RETIREMENT  BENEFITS If the  Employer  so  provides  in the  Adoption
Agreement, an Early Retirement benefit will be available to individuals who meet
the age and Service  requirements.  An individual who meets the Early Retirement
Age  requirements  and  separates  from  Service,   will  become  fully  vested,
regardless of any vesting schedule which otherwise might apply. If a Participant
separates from Service before satisfying the age requirements,  but after having
satisfied the Service requirement,  the Participant will be entitled to elect an
Early Retirement benefit upon satisfaction of the age requirement.

6.3   BENEFITS ON TERMINATION OF EMPLOYMENT

      (a)   If  a  Participant  terminates employment prior to Normal Retirement
            Age,  such  Participant  shall be  entitled  to  receive  the vested
            balance held in his or her account payable at Normal  Retirement Age
            in the normal form, or if elected,  in one of the optional  forms of
            payment  provided  hereunder.  If applicable,  the Early  Retirement
            Benefit  provisions  may be elected.  Notwithstanding  the preceding
            sentence,  a former  Participant  may,  if allowed  in the  Adoption
            Agreement, make application to the Employer requesting early payment
            of any deferred vested and nonforfeitable benefit due.

      (b)   If  a  Participant  terminates  employment,  and  the  value of that
            Participant's  Vested  Account  Balance  derived  from  Employer and
            Employee  contributions is not greater than $3,500,  the Participant
            may  receive  a lump sum  distribution  of the  value of the  entire
            vested portion of such account  balance and the  non-vested  portion
            will be treated as a  forfeiture.  The  Employer  shall  continue to
            follow their  consistent  policy,  as may be established,  regarding
            immediate  cash-outs of Vested  Account  Balances of $3,500 or less.
            For purposes of this article, if the value of a Participant's Vested
            Account  Balance is zero,  the  Participant  shall be deemed to have
            received a distribution of such Vested Account  Balance  immediately
            following  termination.  Likewise,  if the Participant is reemployed
            prior to incurring 5 consecutive  1-year Breaks in Service they will
            be deemed to have  immediately  repaid such  distribution.  For Plan
            Years prior to 1989, a  Participant's  Vested Account  Balance shall
            not include Qualified Voluntary  Contributions.  Notwithstanding the
            above,  if the Employer  maintains or has maintained a policy of not
            distributing any amounts until the  Participant's  Normal Retirement
            Age, the Employer can continue to uniformly apply such policy.

      (c)   If a  Participant  terminates  Service with a Vested Account Balance
            derived  from  Employer  and  Employee  contributions  in  excess of
            $3,500,  and elects  (with his or her  Spouse's  consent) to receive
            100% of the value of his or her  Vested  Account  Balance  in a lump
            sum, the non-vested portion will be treated as a forfeiture.  Except
            as provided at paragraph


                                        26

<PAGE> 35

            6.4(c),  the Participant (and his or her Spouse) must consent to any
            distribution,  when  the  Vested  Account  Balance  described  above
            exceeds  $3,500  or if at the  time  of any  prior  distribution  it
            exceeded  $3,500.  For purposes of this  paragraph,  a Participant's
            Vested  Account  Balance  shall  not  include  Qualified   Voluntary
            Contributions, for Plan Years beginning prior to 1989.

      (d)   Distribution  of  less than 100% of the Participant's Vested Account
            Balance shall only be permitted if the  Participant  is fully vested
            upon termination of employment.

      (e)   If  a  Participant  who  is not 100% vested receives or is deemed to
            receive  a  distribution  pursuant  to  this  paragraph,   and  such
            Participant's non-vested benefit is forfeited hereunder, and if such
            Participant   resumes   employment  covered  under  this  Plan,  the
            Participant  shall  have  the  right  to  repay to the Plan the full
            amount of the distribution attributable to Employer contributions on
            or before  the  earlier  of the date that the  Participant  incurs 5
            consecutive   1-year  Breaks  in  Service   following  the  date  of
            distribution  or five  years  after  the  first  date on  which  the
            Participant  is  subsequently   reemployed.   In  such  event,   the
            Participant's  forfeiture shall be restored to his or her account as
            of the Valuation Date at the end of the Plan Year following the date
            on which repayment of the  distribution is received.  Restoration of
            the forfeiture  amount shall be  accomplished in accordance with the
            procedure selected by the Employer in the Adoption Agreement.

      (f)   A Participant shall also have the option, to postpone payment of his
            or her Plan  benefits  until the first  day of April  following  the
            calendar year in which he or she attains age 70\1/2.  Any balance of
            a  Participant's   account   resulting  from  his  or  her  Employee
            contributions not previously withdrawn,  if any, may be withdrawn by
            the Participant immediately following separation from Service.

      (g)   If  a  Participant  ceases to be an active Employee as a result of a
            Disability as defined at paragraph 1.20, such  Participant  shall be
            able to make an  application  for a  disability  retirement  benefit
            payment.   The   Participant's   account   balance  will  be  deemed
            "immediately  distributable" as set forth in paragraph 6.4, and will
            be fully vested pursuant to paragraph 9.2.

6.4   RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS

      (a)   An  account  balance is immediately distributable if any part of the
            account   balance  could  be  distributed  to  the  Participant  (or
            Surviving  Spouse)  before the  Participant  attains  (or would have
            attained whether or not deceased) the later of the Normal Retirement
            Age or age 62.

      (b)   If  the value of a Participant's Vested Account Balance derived from
            Employer and Employee  Contributions  exceeds (or at the time of any
            prior  distribution  exceeded)  $3,500,  and the account  balance is
            immediately distributable, the Participant and his or her Spouse (or
            where either the  Participant  or the Spouse has died, the survivor)
            must  consent  to any  distribution  of such  account  balance.  The
            consent of the  Participant  and the  Spouse  shall be  obtained  in
            writing  within the 90-day  period  ending on the  annuity  starting
            date, which is the first day of the first period for which an amount
            is paid as an  annuity  or any other  form.  The Plan  Administrator
            shall notify the  Participant  and the  Participant's  Spouse of the
            right to defer  any  distribution  until the  Participant's  account
            balance is no longer  immediately  distributable.  Such notification
            shall include a general description of the material features,

                                        27

<PAGE> 36

            and an explanation of the relative  values of, the optional forms of
            benefit  available under the plan in a manner that would satisfy the
            notice requirements of Code Section 417(a)(3), and shall be provided
            no less than 30 days and no more than 90 days  prior to the  annuity
            starting date.

      (c)   Notwithstanding the  foregoing, only the Participant need consent to
            the  commencement of a distribution in the form of a qualified Joint
            and  Survivor  Annuity  while the  account  balance  is  immediately
            distributable.  Furthermore,  if payment in the form of a  Qualified
            Joint and  Survivor  Annuity  is not  required  with  respect to the
            Participant  pursuant  to  paragraph  8.7  of  the  Plan,  only  the
            Participant  need consent to the  distribution of an account balance
            that  is  immediately  distributable.  Neither  the  consent  of the
            Participant  nor the  Participant's  Spouse shall be required to the
            extent  that a  distribution  is required  to satisfy  Code  Section
            401(a)(9) or Code Section 415. In addition, upon termination of this
            Plan if the Plan does not offer an annuity option  (purchased from a
            commercial provider), the Participant's account balance may, without
            the  Participant's  consent,  be distributed  to the  Participant or
            transferred  to another  Defined  Contribution  Plan  [other than an
            employee stock ownership plan as defined in Code Section 4975(e)(7)]
            within the same controlled group.

      (d)   For  purposes  of  determining  the  applicability  of the foregoing
            consent  requirements to distributions  made before the first day of
            the first Plan Year beginning after 1988, the  Participant's  Vested
            Account Balance shall not include amounts  attributable to Qualified
            Voluntary Contributions.

6.5 NORMAL FORM OF PAYMENT The normal form of payment for a profit- sharing plan
satisfying the  requirements of paragraph 8.7 hereof shall be a lump sum with no
option for annuity  payments.  For all other  plans,  the normal form of payment
hereunder  shall be a Qualified  Joint and  Survivor  Annuity as provided  under
Article VIII. A Participant  whose Vested Account  Balance derived from Employer
and  Employee  contributions  exceeds  $3,500,  or if at the  time of any  prior
distribution  it exceeds  $3,500,  shall (with the consent of his or her Spouse)
have the  right  to  receive  his or her  benefit  in a lump sum or in  monthly,
quarterly,  semi-annual  or annual  payments  from the Fund over any  period not
extending  beyond  the  life  expectancy  of  the  Participant  and  his  or her
Beneficiary.  For purposes of this  paragraph,  a  Participant's  Vested Account
Balance  shall not include  Qualified  Voluntary  Contributions,  for Plan Years
beginning  prior to 1989. The normal form of payment shall be automatic,  unless
the  Participant  files a written request with the Employer prior to the date on
which the benefit is automatically  payable,  electing a lump sum or installment
payment  option.  No  amendment  to the Plan may  eliminate  one of the optional
distribution forms listed above.

6.6   COMMENCEMENT OF BENEFITS

      (a)   Unless  the  Participant  elects otherwise, distribution of benefits
            will  begin no later  than the 60th day  after the close of the Plan
            Year in which the latest of the following events occurs:

            (1)   the  Participant  attains  age 65 (or normal retirement age if
                  earlier),

            (2)   occurs  the  10th  anniversary  of  the  year  in  which   the
                  Participant commenced participation in the Plan, or

            (3)   the Participant terminates Service with the Employer.


                                        28

<PAGE> 37

      (b)   Notwithstanding  the  foregoing,  the  failure  of a Participant and
            Spouse (if necessary) to consent to a  distribution  while a benefit
            is  immediately  distributable,  within the meaning of paragraph 6.4
            hereof, shall be deemed an election to defer commencement of payment
            of any benefit sufficient to satisfy this paragraph.

      (c)   Unless  the  Employer  provides otherwise in the Adoption Agreement,
            distributions  of benefits will be made within 60 days following the
            close of the Plan Year during which a  distribution  is requested or
            otherwise becomes payable.

6.7 CLAIMS PROCEDURES Upon retirement,  death, or other severance of employment,
the  Participant  or his or  her  representative  may  make  application  to the
Employer  requesting  payment of benefits  due and the manner of payment.  If no
application  for benefits is made,  the  Employer  shall  automatically  pay any
vested  benefit  due  hereunder  in the normal  form at the time  prescribed  at
paragraph  6.6. If an  application  for  benefits is made,  the  Employer  shall
accept,  reject,  or modify such  request and shall  notify the  Participant  in
writing  setting  forth the response of the Employer and in the case of a denial
or modification the Employer shall:

     (a)   state the specific reason or reasons for the denial,

     (b)   provide specific reference to pertinent Plan provisions on which  the
           denial is based,

     (c)   provide  a  description  of  any  additional  material or information
           necessary for the  Participant or his  representative  to perfect the
           claim and an  explanation  of why such  material  or  information  is
           necessary, and

     (d)   explain the Plan's claim review procedure as contained in this Plan.

In the event the  request  is  rejected  or  modified,  the  Participant  or his
representative  may  within 60 days  following  receipt  by the  Participant  or
representative  of such rejection or modification,  submit a written request for
review by the Employer of its initial  decision.  Within 60 days  following such
request for review,  the Employer  shall render its final decision in writing to
the Participant or representative stating specific reasons for such decision. If
the  Participant or  representative  is not satisfied with the Employer's  final
decision, the Participant or representative can institute an action in a federal
court of competent  jurisdiction;  for this purpose,  process would be served on
the Employer.

6.8 IN-SERVICE  WITHDRAWALS An Employee may withdraw all or any part of the fair
market value of his or her  Mandatory  Contributions,  Voluntary  Contributions,
Qualified  Voluntary  Contributions  or  Rollover  Contributions,  upon  written
request to the Employer.  Transfer  Contributions,  which  originate from a Plan
meeting the safe-harbor

                                        29

<PAGE> 38

provisions  of paragraph  8.7, may also be withdrawn by an Employee upon written
request to the  Employer.  Transfer  Contributions  not meeting the  safe-harbor
provisions may only be withdrawn upon retirement, death, Disability, termination
or termination of the Plan, and will be subject to Spousal consent  requirements
contained in Code Sections 411(a)(11) and 417. No such withdrawals are permitted
from a money purchase plan until the Participant  reaches Normal Retirement Age.
Such request shall include the  Participant's  address,  social security number,
birthdate,  and  amount  of the  withdrawal.  If at the time a  distribution  of
Qualified  Voluntary  Contributions is received the Participant has not attained
age 59 1/2 and is not  disabled,  as  defined  at  Code  Section  22(e)(3),  the
Participant  will be  subject  to a  federal  income  tax  penalty,  unless  the
distribution  is rolled over to a qualified plan or individual  retirement  plan
within 60 days of the date of  distribution.  A Participant  may withdraw all or
any part of the fair market value of his or her pre-1987 Voluntary Contributions
with  or  without  withdrawing  the  earnings  attributable  thereto.  Post-1986
Voluntary  Contributions  may only be  withdrawn  along  with a  portion  of the
earnings  thereon.  The amount of the earnings to be withdrawn is  determined by
using the formula:  DA[1-(V, V + E)], where DA is the distribution  amount, V is
the  amount of  Voluntary  Contributions  and V + E is the  amount of  Voluntary
Contributions plus the earnings attributable thereto. A Participant  withdrawing
his or her other contributions prior to attaining age 59 1/2, will be subject to
a federal tax penalty to the extent that the withdrawn amounts are includable in
income.  Unless the Employer provides otherwise in the Adoption  Agreement,  any
Participant  in a  profit-sharing  plan who is 100%  fully  vested in his or her
Employer  contributions may withdraw all or any part of the fair market value of
any of such contributions that have been in the account at least two years, plus
the  investment  earnings  thereon,   without  separation  from  Service.   Such
distributions  shall not be eligible  for  redeposit  to the Fund.  A withdrawal
under this  paragraph  shall not prohibit such  Participant  from sharing in any
future Employer  Contribution he or she would otherwise be eligible to share in.
A request to withdraw amounts pursuant to this paragraph must if applicable,  be
consented  to by the  Participant's  Spouse.  The consent  shall comply with the
requirements of paragraph 6.4 relating to immediate distributions.

Elective Deferrals, Qualified Non-elective Contributions, and Qualified Matching
Contributions,  and  income  allocable  to  each  are  not  distributable  to  a
Participant or his or her Beneficiary or Beneficiaries,  in accordance with such
Participant's  or Beneficiary's or  Beneficiaries'  election,  earlier than upon
separation  from  Service,  death,  or  Disability.  Such  amounts  may  also be
distributed upon:

      (a)   Termination of the Plan without the establishment of another Defined
            Contribution Plan.

      (b)   The  disposition  by  a  corporation  to an unrelated corporation of
            substantially  all of the assets [within the meaning of Code Section
            409(d)(2)]  used in a trade or business of such  corporation if such
            corporation  continues to maintain this Plan after the  disposition,
            but only with respect to Employees who continue  employment with the
            corporation acquiring such assets.

      (c)   The  disposition  by  a  corporation  to an unrelated entity of such
            corporation's  interest in a subsidiary  [within the meaning of Code
            Section  409(d)(3)] if such  corporation  continues to maintain this
            plan,  but only with  respect to Employees  who continue  employment
            with such subsidiary.

      (d)   The attainment of age 59 1/2.

      (e)   The Hardship of the Participant as described in paragraph 6.9.


                                        30

<PAGE> 39


All  distributions  that may be made  pursuant  to one or more of the  foregoing
distributable  events  are  subject  to  the  Spousal  and  Participant  consent
requirements, if applicable, contained in Code Sections 401(a)(11) and 417.

6.9 HARDSHIP  WITHDRAWAL If permitted by the Employer in the Adoption Agreement,
a Participant in a profit-sharing  plan may request a hardship  withdrawal prior
to  attaining  age 59 1/2. If the  Participant  has not attained age 59 1/2, the
Participant  may be subject to a federal income tax penalty.  Such request shall
be in writing to the  Employer  who shall have sole  authority  to  authorize  a
hardship  withdrawal,  pursuant to the rules  below.  Hardship  withdrawals  may
include  Elective  Deferrals and any earnings accrued and credited thereon as of
the last day of the Plan Year ending  before July 1, 1989 and  Employer  related
contributions,  including  but not limited to Employer  Matching  Contributions,
plus the investment  earnings thereon to the extent vested.  Qualified  Matching
Contributions,  Qualified  Non-Elective  Contributions  and  Elective  Deferrals
reclassified as Voluntary  Contributions,  plus the investment  earnings thereon
are only available for a Hardship  Withdrawal  prior to age 59 1/2 to the extent
that they were credited to the  Participant's  Account as of the last day of the
Plan  Year  ending  prior to July 1,  1989.  The Plan  Administrator  may  limit
withdrawals to Elective  Deferrals and the earnings thereon as stipulated above.
Hardship withdrawals are subject to the Spousal consent  requirements  contained
in Code Sections  401(a)(11)  and 417.  Only the following  reasons are valid to
obtain hardship withdrawal:

      (a)   medical expenses [within the meaning of Code Section 213(d)] of  the
            Participant, his or her Spouse, children and other dependents,

      (b)   the  purchase  (excluding  mortgage  payments)  of   the   principal
            residence for the Participant,

      (c)   payment  of  tuition  and  related educational expenses for the next
            twelve (12) months of post-secondary  education for the Participant,
            his or her Spouse, children or other dependents, or

      (d)   the  need  to prevent eviction of the Employee from or a foreclosure
            on the mortgage of, the Employee's principal residence.

Furthermore,  for  Plans  on  Adoption  Agreements  003 and 006,  the  following
conditions must be met in order for a withdrawal to be authorized:

      (e)   the  Participant has obtained all distributions, other than hardship
            distributions,  and all nontaxable  loans under all plans maintained
            by the Employer,

      (f)   all  plans  maintained  by  the Employer provide that the Employee's
            Elective Deferrals and Voluntary Contributions will be suspended for
            twelve months after the receipt of the Hardship distribution,

      (g)   the distribution is not in excess of the amount of the immediate and
            heavy financial need [(a) through (d)] above, and

      (h)   all  plans  maintained  by the Employer provide that an Employee may
            only  make  Elective  Deferrals  for  the  Employee's  taxable  year
            immediately  following the taxable year of the hardship distribution
            of the applicable limit under Code Section 402(g) for such taxable

                                        31

<PAGE> 40


            year, less the amount of such Employee's  pre-tax  contributions for
            the taxable year of the hardship distribution.

If a  distribution  is made  from any Plan at a time  when a  Participant  has a
nonforfeitable  right to less  than 100% of the  account  balance  derived  from
Employer  contributions  and the  Participant  may increase  the  nonforfeitable
percentage in the account:

      (a)   A  separate  account  will  be  established  for  the  Participant's
            interest in the Plan as of the time of the distribution, and

      (b)   At any relevant time the Participant's nonforfeitable portion of the
            separate  account will be equal to an amount ("X") determined by the
            formula:

                         X = P [AB + (R X D)] - (R X D)

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


                                        32

<PAGE> 41

                                   ARTICLE VII

                            DISTRIBUTION REQUIREMENTS

7.1 JOINT AND SURVIVOR  ANNUITY  REQUIREMENTS All  distributions  made under the
terms of this Plan must comply with the provisions of Article VIII including, if
applicable, the safe harbor provisions thereunder.

7.2 MINIMUM  DISTRIBUTION  REQUIREMENTS  All  distributions  required under this
Article shall be determined and made in accordance with the minimum distribution
requirements of Code Section 401(a)(9) and the regulations thereunder, including
the minimum  distribution  incidental benefit rules found at Regulations Section
1.401(a)(9)-2. The entire interest of a Participant must be distributed or begin
to be distributed no later than the Participant's  Required Beginning Date. Life
expectancy and joint and last survivor life expectancy are computed by using the
expected  return  multiples  found  in  Tables V and VI of  Regulations  Section
1.72-9.

7.3 LIMITS ON DISTRIBUTION  PERIODS As of the First Distribution  Calendar Year,
distributions  if not made in a  single-sum,  may  only be made  over one of the
following periods (or a combination thereof):

     (a)   the life of the Participant,

     (b)   the life of the Participant and a Designated Beneficiary,

     (c)   a  period  certain  not  extending  beyond the life expectancy of the
           participant, or

     (d)   a  period  certain  not  extending beyond the joint and last survivor
           expectancy of the Participant and a Designated Beneficiary.

7.4 REQUIRED DISTRIBUTIONS ON OR AFTER THE REQUIRED BEGINNING DATE

     (a)   If a participant's benefit is to be distributed over (1) a period not
           extending  beyond the life expectancy of the Participant or the joint
           life  and  last  survivor  expectancy  of  the  Participant  and  the
           Participant's  Designated  Beneficiary  or (2) a period not extending
           beyond the life expectancy of the Designated Beneficiary,  the amount
           required to be  distributed  for each calendar  year,  beginning with
           distributions for the First Distribution Calendar Year, must at least
           equal the quotient obtained by dividing the Participant's  benefit by
           the Applicable Life Expectancy.

     (b)   For calendar years beginning before 1989, if the Participant's Spouse
           is  not  the  Designated  Beneficiary,  the  method  of  distribution
           selected  must have assured that at least 50% of the Present Value of
           the amount  available for distribution was to be paid within the life
           expectancy of the Participant.

     (c)   For calendar years beginning after 1988, the amount to be distributed
           each year,  beginning with  distributions for the First  Distribution
           Calendar  Year  shall  not be less  than  the  quotient  obtained  by
           dividing  the  Participant's   benefit  by  the  lesser  of  (1)  the
           Applicable Life Expectancy or (2) if the Participant's  Spouse is not
           the Designated  Beneficiary,  the applicable  divisor determined from
           the table set forth in Q&A-4 of Regulations Section


                                        33

<PAGE> 42

            1.401(a)(9)-2.  Distributions  after  the  death of the  Participant
            shall be  distributed  using the Applicable  Life  Expectancy as the
            relevant    divisor   without   regard   to   Regulations    Section
            1.401(a)(9)-2.

        (d) The  minimum  distribution  required  for  the  Participant's  First
            Distribution   Calendar   Year  must  be  made  on  or  before   the
            Participant's  Required Beginning Date. The minimum distribution for
            other calendar  years,  including the minimum  distribution  for the
            Distribution  Calendar  Year in  which  the  Participant's  Required
            Beginning Date occurs, must be made on or before December 31 of that
            Distribution Calendar Year.

      (e)   If  the  Participant's  benefit  is  distributed  in  the form of an
            annuity   purchased   from  an  insurance   company,   distributions
            thereunder shall be made in accordance with the requirements of Code
            Section 401(a)(9) and the regulations thereunder.

     (f)    For  purposes of determining the amount of the required distribution
            for each Distribution  Calendar Year, the account balance to be used
            is the account balance determined as of the last valuation preceding
            the  Distribution  Calendar Year.  This balance will be increased by
            the amount of any  contributions  or  forfeitures  allocated  to the
            account balance after the valuation date in such preceding  calendar
            year.  Such balance will also be  decreased  by  distributions  made
            after the Valuation Date in such preceding Calendar Year.

      (g)   For  purposes  of subparagraph 7.4(f), if any portion of the minimum
            distribution for the First Distribution Calendar Year is made in the
            second  Distribution   Calendar  Year  on  or  before  the  Required
            Beginning Date, the amount of the minimum  distribution  made in the
            second Distribution Calendar Year shall be treated as if it had been
            made in the immediately preceding Distribution Calendar Year.

7.5   REQUIRED BEGINNING DATE

      (a)   General Rule.  The  Required  Beginning Date of a Participant is the
            first day of April of the calendar year  following the calendar year
            in which the Participant attains age 70 1/2.

      (b)   Transitional Rules. The Required Beginning Date of a Participant who
            attained age 70 1/2 before 1988,  shall be  determined in accordance
            with (1) or (2) below:

            (1)   Non-5-percent  owners.   The  Required  Beginning  Date  of  a
                  Participant  who is not a 5-percent  owner is the first day of
                  April of the calendar  year  following  the  calendar  year in
                  which  the later of  retirement  or  attainment  of age 70 1/2
                  occurs.  The Required  Beginning Date of a Participant  who is
                  not a 5-percent  owner, who attains age 70 1/2 during 1988 and
                  who has not retired as of 1989, is April 1, 1990.

            (2)   5-percent owners. The Required Beginning Date of a Participant
                  who is a 5-percent owner during any year beginning after 1979,
                  is the first day of April following the later of:


                                        34

<PAGE> 43

                  (i)   the  calendar  year in which the Participant attains age
                        70 1/2, or

                  (ii)  the earlier  of  the  calendar year with or within which
                        ends the plan  year in which the  Participant  becomes a
                        5-percent  owner,  or the  calendar  year in  which  the
                        Participant retires.

      (c)   A  Participant is treated as a 5-percent owner for purposes of  this
            Paragraph  if such  Participant  is a 5-percent  owner as defined in
            Code Section 416(i)  (determined in accordance with Code Section 416
            but  without  regard to whether the Plan is  Top-Heavy)  at any time
            during  the Plan Year  ending  with or within the  calendar  year in
            which such Owner attains age 66 1/2 or any subsequent Plan Year.

      (d)   Once  distributions  have  begun  to  a  5-percent  owner under this
            paragraph,  they  must  continue  to be  distributed,  even  if  the
            Participant ceases to be a 5-percent owner in a subsequent year.

7.6   TRANSITIONAL RULE

      (a)   Notwithstanding the  other  requirements of this article and subject
            to the  requirements  of Article  VIII,  Joint and Survivor  Annuity
            Requirements,  distribution  on behalf of any Employee,  including a
            5-percent owner, may be made in accordance with all of the following
            requirements (regardless of when such distribution commences):

            (i)   The  distribution  by  the  trust is one which would not  have
                  disqualified  such trust under Code  Section  401(a)(9)  as in
                  effect  prior to  amendment  by the Deficit  Reduction  Act of
                  1984.

            (ii)  The  distribution  is  in  accordance   with   a   method   of
                  distribution  designated by the employee whose interest in the
                  trust is being distributed or, if the employee is deceased, by
                  a beneficiary of such employee.

            (iii) Such designation was in writing, was signed by the employee or
                  the beneficiary, and was made before January 1, 1984.

            (iv)  The  Employee  has  accrued  a  benefit  under  the Plan as of
                  December 31, 1983.

            (v)   The  method  of distribution designated by the Employee or the
                  beneficiary  specifies  the  time at which  distribution  will
                  commence, the period over which distributions will be


                                        35

<PAGE> 44

                        made,  and in the  case  of any  distribution  upon  the
                        Employee's  death,  the  beneficiaries  of the  Employee
                        listed in order of priority.

      (b)   A  distribution  upon death will not be covered by this transitional
            rule unless the information in the designation contains the required
            information  described above with respect to the distributions to be
            made upon the death of the Employee.

      (c)   For  any  distribution  which  commences before January 1, 1984, but
            continues after December 31, 1983, the Employee, or the beneficiary,
            to whom such  distribution  is being made,  will be presumed to have
            designated the method of distribution  under which the  distribution
            is being made if the method of distribution was specified in writing
            and the distribution  satisfies the  requirements in  sub-paragraphs
            (a)(i) and (a)(v) above.

      (d)   If  a  designation  is  revoked,  any  subsequent  distribution must
            satisfy  the   requirements  of  Code  Section   401(a)(9)  and  the
            Regulations  thereunder.  If a designation is revoked  subsequent to
            the  date  distributions  are  required  to  begin,  the  Plan  must
            distribute  by the end of the calendar  year  following the calendar
            year in  which  the  revocation  occurs  the  total  amount  not yet
            distributed  which would have been required to have been distributed
            to satisfy Code Section  401(a)(9) and the  Regulations  thereunder,
            but  for  the Tax  Equity  and  Fiscal  Responsibility  Act  Section
            242(b)(2) election.  For calendar years beginning after December 31,
            1988,  such  distributions   must  meet  the  minimum   distribution
            incidental    benefit    requirements    in   Regulations    Section
            1.401(a)(9)-2.  Any changes in the designation will be considered to
            be a revocation of the designation.  However,  the mere substitution
            or   addition  of  another   beneficiary   (one  not  named  in  the
            designation)  under the  designation  will not be considered to be a
            revocation  of the  designation,  so long as  such  substitution  or
            addition does not alter the period over which  distributions  are to
            be made under the designation,  directly or indirectly (for example,
            by altering the relevant  measuring  life).  In the case in which an
            amount is  transferred or rolled over from one plan to another plan,
            the   rules  in  Q&A  J-2  and  Q&A  J-3  of   Regulations   Section
            1.401(a)(9)-2 shall apply.

7.7 DESIGNATION OF BENEFICIARY FOR DEATH BENEFIT Each  Participant  shall file a
written  designation  of  beneficiary  with the  Employer  upon  qualifying  for
participation in this Plan. Such designation shall remain in force until revoked
by the  Participant  by filing a new  beneficiary  form with the  Employer.  The
Participant may elect to have a portion of his or her account  balance  invested
in an insurance contract.  If an insurance contract is purchased under the Plan,
the  Trustee  must be named as  Beneficiary  under  the  terms of the  contract.
However,  the Participant  shall designate a Beneficiary to receive the proceeds
of  the  contract  after  settlement  is  received  by  the  Trustee.   Under  a
profit-sharing  plan satisfying the  requirements  of paragraph 8.7 hereof,  the
Designated  Beneficiary  shall be the  Participant's  Surviving  Spouse, if any,
unless such Spouse properly consents otherwise.

7.8  NONEXISTENCE  OF BENEFICIARY  Any portion of the amount  payable  hereunder
which is not disposed of because of the  Participant's  or former  Participant's
failure  to  designate  a   beneficiary,   or  because  all  of  the  Designated
Beneficiaries  are  deceased,  shall  be  paid  to  his or  her  Spouse.  If the
Participant  had no Spouse at the time of  death,  payment  shall be made to the
personal representative of his or her estate in a lump sum.


                                       36

<PAGE> 45


7.9   DISTRIBUTION   BEGINNING  BEFORE  DEATH  If  the  Participant  dies  after
distribution  of his or her interest has begun,  the  remaining  portion of such
interest will continue to be distributed at least as rapidly as under the method
of distribution being used prior to the Participant's death.

7.10  DISTRIBUTION   BEGINNING  AFTER  DEATH  If  the  Participant  dies  before
distribution of his or her interest  begins,  distribution of the  Participant's
entire  interest  shall  be  completed  by  December  31 of  the  calendar  year
containing the fifth anniversary of the Participant's death except to the extent
that an election is made to receive  distributions in accordance with (a) or (b)
below:

      (a)   If  any  portion  of  the  Participant's  interest  is  payable to a
            Designated  Beneficiary,  distributions may be made over the life or
            over a period  certain not greater than the life  expectancy  of the
            Designated  Beneficiary  commencing on or before  December 31 of the
            calendar year  immediately  following the calendar year in which the
            Participant died;

      (b)   If the Designated Beneficiary is the Participant's Surviving Spouse,
            the date  distributions are required to begin in accordance with (a)
            above shall not be earlier  than the later of (1) December 31 of the
            calendar year  immediately  following the calendar year in which the
            participant  died,  or (2) December 31 of the calendar year in which
            the Participant would have attained age 70 1/2.

If the  Participant  has not made an election  pursuant to this paragraph by the
time of his or her death, the  Participant's  Designated  Beneficiary must elect
the method of  distribution  no later than the earlier of (1) December 31 of the
calendar  year in which  distributions  would be  required  to begin  under this
section,  or (2)  December  31 of the  calendar  year which  contains  the fifth
anniversary of the date of death of the  participant.  If the Participant has no
Designated Beneficiary, or if the Designated Beneficiary does not elect a method
of distribution,  then distribution of the Participant's entire interest must be
completed by December 31 of the calendar year  containing the fifth  anniversary
of the Participant's death.

For  purposes  of  this  paragraph  if  the  Surviving  Spouse  dies  after  the
Participant,  but before  payments to such Spouse begin,  the provisions of this
paragraph  with the exception of paragraph  (b) therein,  shall be applied as if
the Surviving  Spouse were the  Participant.  For the purposes of this paragraph
and paragraph 7.9,  distribution  of a  Participant's  interest is considered to
begin  on the  Participant's  Required  Beginning  Date  (or,  if the  preceding
sentence  is  applicable,  the date  distribution  is  required  to begin to the
Surviving  Spouse).  If  distribution  in the form of an  annuity  described  in
paragraph 7.4(e)  irrevocably  commences to the Participant  before the Required
Beginning  Date,  the  date  distribution  is  considered  to  begin is the date
distribution actually commences.

For purposes of  paragraph  7.9 and this  paragraph,  if an amount is payable to
either a minor or an individual who has been declared incompetent,  the benefits
shall be paid to the legally appointed guardian for the benefit of said minor or
incompetent  individual,  unless the court  which  appointed  the  guardian  has
ordered otherwise.

7.11  DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS

      (a)   Notwithstanding  any  other  provision  of the Plan, Excess Elective
            Deferrals  plus any  income  and minus any loss  allocable  thereto,
            shall be distributed no later than April 15, 1988, and each April 15
            thereafter,  to  Participants  to  whose  accounts  Excess  Elective
            Deferrals  were  allocated for the preceding  taxable year,  and who
            claim Excess Elective Deferrals for such

                                        37

<PAGE> 46

            taxable year.  Excess Elective  Deferrals shall be treated as Annual
            Additions  under the Plan,  unless such amounts are  distributed  no
            later  than  the  first  April  15th  following  the  close  of  the
            Participant's  taxable year. A  Participant  is deemed to notify the
            Plan  Administrator  of any Excess Elective  Deferrals that arise by
            taking into account only those Elective  Deferrals made to this Plan
            and any other plans of this Employer. Furthermore, a Participant who
            participates in another plan allowing Elective  Deferrals may assign
            to this Plan any Excess  Elective  Deferrals  made  during a taxable
            year of the Participant,  by notifying the Plan Administrator of the
            amount of the Excess Elective Deferrals to be assigned.

      (b)   The  Participant's  claim shall be in writing; shall be submitted to
            the Plan  Administrator  not later than March 1 of each year;  shall
            specify the amount of the  Participant's  Excess Elective  Deferrals
            for the preceding  taxable  year;  and shall be  accompanied  by the
            Participant's  written  statement  that  if  such  amounts  are  not
            distributed,  such Excess Elective Deferrals,  when added to amounts
            deferred  under  other  plans  or  arrangements  described  in  Code
            Sections 401(k),  408(k) [Simplified  Employee Pensions],  or 403(b)
            [annuity  programs for public schools and charitable  organizations]
            will exceed the $7,000 limit as adjusted  under Code Section  415(d)
            imposed on the  Participant  by Code Section  402(g) for the year in
            which the deferral occurred.

      (c)   Excess  Elective  Deferrals shall be adjusted for any income or loss
            up to the end of the  taxable  year,  during  which such  excess was
            deferred. Income or loss will be calculated under the method used to
            calculate investment earnings and losses elsewhere in the Plan.

      (d)   If  the  Participant  receives  a  return  of  his  or  her Elective
            Deferrals,  the amount of such contributions which are returned must
            be brought into the Employee's taxable income.


7.12  DISTRIBUTIONS OF EXCESS CONTRIBUTIONS

      (a)   Notwithstanding   any   other   provision   of  this  Plan,   Excess
            Contributions, plus any income and minus any loss allocable thereto,
            shall be distributed no later than the last day of each Plan Year to
            Participants  to  whose  accounts  such  Excess  Contributions  were
            allocated  for the preceding  Plan Year. If such excess  amounts are
            distributed  more than 2 1/2  months  after the last day of the Plan
            Year in which such excess  amounts  arose, a ten (10) percent excise
            tax will be  imposed  on the  Employer  maintaining  the  Plan  with
            respect to such amounts.  Such distributions shall be made to Highly
            Compensated Employees on the basis of the respective portions of the
            Excess Contributions attributable to each of such Employees.  Excess
            Contributions  shall be allocated to Participants who are subject to
            the Family Member aggregation rules of Code Section 414(q)(6) in the
            manner prescribed by the regulations thereunder.

      (b)   Excess  Contributions  (including the amounts recharacterized) shall
            be treated as Annual Additions under the Plan.


                                        38

<PAGE> 47


      (c)   Excess Contributions  shall be adjusted for any income or loss up to
            the end of the Plan Year.  Income or loss will be  calculated  under
            the  method  used  to  calculate   investment  earnings  and  losses
            elsewhere in the Plan.

      (d)   Excess  Contributions  shall  be  distributed from the Participant's
            Contribution account and Qualified Matching Contribution account (if
            applicable) in proportion to the  Participant's  Elective  Deferrals
            and Qualified Matching  Contributions (to the extent used in the ADP
            test) for the Plan Year. Excess  Contributions  shall be distributed
            from the Participant's  Qualified Non-Elective  Contribution account
            only to the extent that such Excess Contributions exceed the balance
            in  the  Participant's   Elective  Deferral  account  and  Qualified
            Matching Contribution account.

7.13  DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS

      (a)   Notwithstanding  any  other provision of this Plan, Excess Aggregate
            Contributions, plus any income and minus any loss allocable thereto,
            shall  be  forfeited,   if  forfeitable,   or  if  not  forfeitable,
            distributed  no  later  than  the  last  day of  each  Plan  Year to
            Participants to whose accounts such Excess  Aggregate  Contributions
            were  allocated  for  the  preceding  Plan  Year.  Excess  Aggregate
            Contributions  shall be allocated to Participants who are subject to
            the Family Member aggregation rules of Code Section 414(q)(6) in the
            manner  prescribed  by the  regulations.  If such  Excess  Aggregate
            Contributions  are distributed more than 2 1/2 months after the last
            day of the Plan Year in which such excess  amounts arose, a ten (10)
            percent excise tax will be imposed on the Employer  maintaining  the
            Plan with respect to those amounts.  Excess Aggregate  Contributions
            shall be treated as Annual Additions under the plan.

      (b)   Excess  Aggregate  Contributions shall be adjusted for any income or
            loss up to the end of the Plan Year. The income or loss allocable to
            Excess Aggregate  Contributions is the sum of income or loss for the
            Plan Year  allocable  to the  Participant's  Voluntary  Contribution
            account,  Matching Contribution account, (if any, and if all amounts
            therein are not used in the ADP test) and, if applicable,  Qualified
            Non-Elective  Contribution  account and Elective  Deferral  account.
            Income or loss will be calculated under the method used to calculate
            investment earnings and losses elsewhere in the Plan.

      (c)   Forfeitures  of   Excess  Aggregate  Contributions  may  either   be
            reallocated to the accounts of non-Highly  Compensated  Employees or
            applied to reduce Employer contributions, as elected by the employer
            in the Adoption Agreement.

      (d)   Excess  Aggregate Contributions shall be forfeited if such amount is
            not  vested.  If  vested,  such  excess  shall be  distributed  on a
            pro-rata basis from the Participant's Voluntary Contribution account
            (and,  if  applicable,   the  Participant's  Qualified  Non-Elective
            Contribution account or Elective Deferral account, or both).


                                        39

<PAGE> 48

                                  ARTICLE VIII

                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1  APPLICABILITY  OF PROVISIONS  The provisions of this Article shall apply to
any  Participant  who is  credited  with at least one Hour of  Service  with the
Employer on or after August 23, 1984 and such other  Participants as provided in
paragraph 8.8.

8.2 PAYMENT OF QUALIFIED  JOINT AND SURVIVOR  ANNUITY Unless an optional form of
benefit is selected  pursuant to a Qualified  Election  within the 90-day period
ending on the Annuity  Starting  Date, a married  Participant's  Vested  Account
Balance will be paid in the form of a Qualified  Joint and Survivor  Annuity and
an unmarried  Participant's Vested Account Balance will be paid in the form of a
life annuity.  The Participant may elect to have such annuity  distributed  upon
attaining Early Retirement Age under the Plan.

8.3 PAYMENT OF QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY Unless an optional form
of benefit has been selected  within the Election Period pursuant to a Qualified
Election,  if a Participant dies before benefits have commenced then one-half of
the  Participant's  Vested Account Balance shall be paid to the Surviving Spouse
in the form of a life  annuity.  The  Surviving  Spouse  may  elect to have such
annuity distributed within a reasonable period after the Participant's death.

A Participant who does not meet the age 35 requirement set forth in the Election
Period  as of the end of any  current  Plan  Year may make a  special  qualified
election to waive the qualified  Pre-retirement  Survivor Annuity for the period
beginning  on the date of such  election and ending on the first day of the Plan
Year in which the  Participant  will attain age 35. Such  election  shall not be
valid unless the  Participant  receives a written  explanation  of the Qualified
Pre-retirement  Survivor  Annuity  in  such  terms  as  are  comparable  to  the
explanation  required under  paragraph 8.5.  Qualified  Pre-retirement  Survivor
Annuity  coverage  will be  automatically  reinstated as of the first day of the
Plan Year in which the  Participant  attains  age 35. Any new waiver on or after
such date shall be subject to the full requirements of this Article.

8.4 QUALIFIED  ELECTION A waiver of a Qualified Joint and Survivor  Annuity or a
qualified  pre-retirement  survivor annuity. Any waiver of a Qualified Joint and
Survivor  Annuity or a qualified  pre-retirement  survivor  annuity shall not be
effective unless:

      (a)   the Participant's Spouse consents in writing to the election;

      (b)   the election  designates a specific beneficiary, including any class
            of beneficiaries or any contingent  beneficiaries,  which may not be
            changed  without spousal  consent (or the Spouse  expressly  permits
            designations  by  the   Participant   without  any  further  spousal
            consent);

      (c)   the Spouse's consent acknowledges the effect of the election; and

      (d)   the Spouse's consent is witnessed by a Plan representative or notary
            public.

Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity
shall not be effective unless the election  designates a form of benefit payment
which may not be  changed  without  spousal  consent  (or the  Spouse  expressly
permits designations by the Participant without any further spousal consent). If
it is established to the satisfaction of the Plan Administrator that there is no
Spouse or that the Spouse cannot be located, a waiver will be deemed a Qualified
Election.   Any  consent  by  a  Spouse   obtained   under  this  provision  (or
establishment that the

                                        40

<PAGE> 49

consent of a Spouse may not be obtained) shall be effective only with respect to
such Spouse. A consent that permits  designations by the Participant without any
requirement of further consent by such Spouse must  acknowledge  that the Spouse
has the right to limit consent to a specific beneficiary, and a specific form of
benefit where applicable,  and that the Spouse  voluntarily elects to relinquish
either or both of such rights.  A revocation  of a prior waiver may be made by a
Participant   without  the  consent  of  the  Spouse  at  any  time  before  the
commencement  of benefits.  The number of revocations  shall not be limited.  No
consent  obtained under this provision shall be valid unless the Participant has
received notice as provided in paragraphs 8.5 and 8.6 below.

8.5 NOTICE  REQUIREMENTS FOR QUALIFIED JOINT AND SURVIVOR ANNUITY In the case of
a Qualified Joint and Survivor Annuity,  the Plan  Administrator  shall, no less
than 30 days  and no more  than 90 days  prior  to the  Annuity  Starting  date,
provide each Participant a written explanation of:

      (a)   the terms and conditions of a Qualified Joint and Survivor Annuity;

      (b)   the  Participant's  right  to  make and the effect of an election to
            waive the qualified Joint and Survivor Annuity form of benefit;

      (c)   the rights of a Participant's Spouse; and

      (d)   the  right  to  make,  and the effect of, a revocation of a previous
            election to waive the Qualified Joint and Survivor Annuity.

8.6 NOTICE  REQUIREMENTS  FOR QUALIFIED  PRE-RETIREMENT  SURVIVOR ANNUITY In the
case of a qualified  pre-retirement  survivor  annuity as described in paragraph
8.3, the Plan Administrator shall provide each Participant within the applicable
period  for  such   Participant   a  written   explanation   of  the   qualified
pre-retirement  survivor  annuity in such  terms and in such  manner as would be
comparable to the explanation provided for meeting the requirements of paragraph
8.5 applicable to a Qualified Joint and Survivor Annuity.  The applicable period
for a Participant is whichever of the following periods ends last:

      (a)   the period beginning with  the  first  day of the Plan Year in which
            the Participant attains age 32 and ending with the close of the Plan
            Year  preceding the Plan Year in which the  Participant  attains age
            35;

      (b)   a   reasonable  period  ending   after  the  individual  becomes   a
            Participant;

      (c)   a reasonable  period  ending after this Article first applies to the
            Participant.  Notwithstanding the foregoing, notice must be provided
            within a reasonable  period ending after  separation from Service in
            the  case  of  a  Participant  who  separates  from  Service  before
            attaining age 35.

For purposes of applying the  preceding  paragraph,  a reasonable  period ending
after the  events  described  in (b) and (c) is the end of the  two-year  period
beginning  one-year  prior to the date the applicable  event occurs,  and ending
one-year  after that  date.  In the case of a  Participant  who  separates  from
Service  before  the Plan  Year in which  age 35 is  attained,  notice  shall be
provided within the two-year  period  beginning one year prior to separation and
ending one year after separation.  If such a Participant subsequently returns to
employment with the Employer,  the applicable  period for such Participant shall
be re-determined.

8.7   SPECIAL SAFE-HARBOR EXCEPTION FOR CERTAIN PROFIT-SHARING PLANS


                                        41

<PAGE> 50


      (a)   To  the  extent that the following conditions are met, the Qualified
            Joint and Survivor  Annuity  requirements of this Article VIII shall
            be  inapplicable to a Participant in a  profit-sharing  plan, and to
            any  distribution,  made on or after the first day of the first plan
            year  beginning  after  1988,  from  or  under  a  separate  account
            attributable  solely  to  Qualified  Voluntary   contributions,   as
            maintained on behalf of a Participant  in a money  purchase  pension
            plan,  (including a target benefit plan) if the following conditions
            are satisfied:

            (1)   the  Participant does not or cannot elect payments in the form
                  of a life annuity; and

            (2)   on  the  death  of  a  Participant,  the  Participant's Vested
                  Account  Balance will be paid to the  Participant's  Surviving
                  Spouse,  but  if  there  is no  Surviving  Spouse,  or if  the
                  Surviving  Spouse has  consented in a manner  conforming  to a
                  Qualified  Election,  then  to  the  Participant's  Designated
                  Beneficiary.

                  The  Surviving  Spouse may elect to have  distribution  of the
                  Vested  Account  Balance  commence  within the  90-day  period
                  following  the date of the  Participant's  death.  The account
                  balance shall be adjusted for gains or losses  occurring after
                  the  Participant's  death in accordance with the provisions of
                  the Plan  governing  the  adjustment  of account  balances for
                  other types of  distributions.  These  safe-harbor rules shall
                  not  be  operative   with  respect  to  a  Participant   in  a
                  profit-sharing  plan if  that  Plan is a  direct  or  indirect
                  transferee of a Defined  Benefit Plan,  money purchase plan, a
                  target benefit plan, stock bonus plan, or profit-sharing  plan
                  which is subject to the survivor annuity  requirements of Code
                  Section  401(a)(11) and Code Section 417, and would  therefore
                  have a Qualified Joint and Survivor Annuity as its normal form
                  of benefit.

      (b)   The  Participant  may  waive  the spousal death benefit described in
            this  paragraph  at any time  provided  that no such waiver shall be
            effective unless it satisfies the conditions (described in paragraph
            8.4) that would apply to the  Participant's  waiver of the Qualified
            Pre-Retirement Survivor Annuity.

      (c)   If  this  paragraph  8.7  is operative, then all other provisions of
            this Article other than paragraph 8.8 are inoperative.

8.8 TRANSITIONAL JOINT AND SURVIVOR ANNUITY RULES Special transition rules apply
to Participants who were not receiving benefits on August 23, 1984.

      (a)   Any  living  Participant  not receiving benefits on August 23, 1984,
            who would  otherwise  not receive  the  benefits  prescribed  by the
            previous  paragraphs of this Article,  must be given the opportunity
            to elect to have the prior  paragraphs of this Article apply if such
            Participant is credited with at least one Hour of Service under this
            Plan or a  predecessor  Plan in a Plan  Year  beginning  on or after
            January  1,  1976  and  such  Participant  had at  least 10 Years of
            Service for vesting purposes when he or she separated from Service.

      (b)   Any  living Participant not receiving benefits on  August  23, 1984,
            who was credited  with at least one Hour of Service  under this Plan
            or a predecessor  Plan on or after September 2, 1974, and who is not
            otherwise credited with any Service in a Plan Year beginning on or

                                        42

<PAGE> 51


            after January 1, 1976,  must be given the opportunity to have his or
            her benefits paid in accordance with paragraph 8.9.

      (c)   The  respective  opportunities to elect [as described in (a) and (b)
            above] must be afforded to the appropriate  Participants  during the
            period commencing on August 23, 1984 and ending on the date benefits
            would otherwise commence to said Participants.

8.9  AUTOMATIC  JOINT AND  SURVIVOR  ANNUITY  AND  EARLY  SURVIVOR  ANNUITY  Any
Participant who has elected pursuant to paragraph 8.8(b) and any Participant who
does not elect under paragraph 8.8(a) or who meets the requirements of paragraph
8.8(a),  except that such Participant does not have at least 10 years of vesting
Service when he or she separates  from  Service,  shall have his or her benefits
distributed  in accordance  with all of the following  requirements  if benefits
would have been payable in the form of a life annuity.

        (a) Automatic Joint  and Survivor Annuity.  If benefits in the form of a
            life annuity become payable to a married Participant who:

            (1)   begins  to  receive payments under the Plan on or after Normal
                  Retirement Age, or

            (2)   dies on or after Normal Retirement Age while still working for
                  the Employer, or

            (3)   begins  to  receive  payments  on or after the Qualified Early
                  Retirement Age, or

            (4)   separates from Service on or after attaining Normal Retirement
                  (or the Qualified Early  Retirement Age) and after  satisfying
                  the eligibility requirements for the payment of benefits under
                  the Plan and thereafter dies before  beginning to receive such
                  benefits,  then such benefits will be received under this Plan
                  in the form of a Qualified Joint and Survivor Annuity,  unless
                  the  Participant  has elected  otherwise  during the  Election
                  Period.  The  Election  Period  must  begin  at least 6 months
                  before the Participant  attains Qualified Early Retirement Age
                  and end not  more  than 90 days  before  the  commencement  of
                  benefits. Any election hereunder will be in writing and may be
                  changed by the Participant at any time.

      (b)   Election of  Early  Survivor Annuity.  A Participant who is employed
            after attaining the Qualified Early Retirement Age will be given the
            opportunity to elect, during the Election Period, to have a survivor
            annuity  payable on death.  If the  Participant  elects the survivor
            annuity,  payments  under  such  annuity  must not be less  than the
            payments  which  would  have  been  made  to the  Spouse  under  the
            Qualified Joint and Survivor  Annuity if the Participant had retired
            on the  day  before  his or  her  death.  Any  election  under  this
            provision  will be in writing and may be changed by the  Participant
            at any time. The Election Period begins on the later of:

            (1)   the  90th  day  before  the  Participant attains the Qualified
                  Early Retirement Age, or

            (2)   the  date  on which participation begins, and ends on the date
                  the Participant terminates employment.

8.10 ANNUITY CONTRACTS Any annuity contract  distributed under this Plan must be
nontransferable.  The terms of any annuity contract purchased and distributed by
the Plan to a Participant or Spouse shall comply with the  requirements  of this
Plan.


                                        43

<PAGE> 52

                                   ARTICLE IX

                                     VESTING

9.1 EMPLOYEE  CONTRIBUTIONS  A  Participant  shall always have a 100% vested and
nonforfeitable   interest   in  his  or  her   Elective   Deferrals,   Voluntary
Contributions,  Qualified Voluntary Contributions,  Rollover Contributions,  and
Transfer  Contributions  plus the earnings  thereon.  No  forfeiture of Employer
related contributions  (including any minimum contributions made under paragraph
14.2 hereof) will occur solely as a result of an  Employee's  withdrawal  of any
Employee contributions.

9.2  EMPLOYER   CONTRIBUTIONS   A   Participant   shall  acquire  a  vested  and
nonforfeitable   interest  in  his  or  her  account  attributable  to  Employer
contributions  in accordance with the table selected in the Adoption  Agreement,
provided  that if a Participant  is not already  fully  vested,  he or she shall
become so upon attaining  Normal  Retirement Age, Early Retirement Age, on death
prior to normal retirement,  on retirement due to Disability,  or on termination
of the Plan.

9.3 COMPUTATION  PERIOD The computation period for purposes of determining Years
of Service and Breaks in Service  for  purposes  of  computing  a  Participant's
nonforfeitable  right  to his or  her  account  balance  derived  from  Employer
contributions shall be determined by the Employer in the Adoption Agreement.  If
the  Employer  provides for other than full and  immediate  vesting and does not
designate otherwise,  the computation period will be the Plan Year. In the event
a former Participant with no vested interest in his or her Employer contribution
account  requalifies  for  participation  in the Plan after incurring a Break in
Service,  such Participant  shall be credited for vesting with all pre-break and
post-break Service.

9.4  REQUALIFICATION  PRIOR TO FIVE  CONSECUTIVE  ONE-YEAR BREAKS IN SERVICE The
account balance of such Participant shall consist of any undistributed amount in
his or her account as of the date of re-employment plus any future contributions
added to such account plus the  investment  earnings on the account.  The Vested
Account  Balance of such  Participant  shall be  determined by  multiplying  the
Participant's account balance (adjusted to include any distribution or redeposit
made under paragraph 6.3) by such Participant's  vested percentage.  All Service
of the Participant, both prior to and following the break, shall be counted when
computing the Participant's vested percentage.

9.5  REQUALIFICATION  AFTER FIVE CONSECUTIVE  ONE-YEAR BREAKS IN SERVICE If such
Participant  is not fully  vested upon  re-employment,  a new  account  shall be
established  for such  Participant  to separate his or her  deferred  vested and
nonforfeitable  account,  if any, from the account to which new allocations will
be made. The  Participant's  deferred  account to the extent  remaining shall be
fully  vested and shall  continue to share in  earnings  and losses of the Fund.
When  computing  the  Participant's  vested  portion  of the  new  account,  all
pre-break and post-break Service shall be counted. However, notwithstanding this
provision,  no such former  Participant  who has had five  consecutive  one-year
Breaks in Service shall acquire a larger vested and  nonforfeitable  interest in
his or her prior account balance as a result of requalification hereunder.

9.6  CALCULATING  VESTED  INTEREST A  Participant's  vested  and  nonforfeitable
interest shall be calculated by multiplying  the fair market value of his or her
account  attributable to Employer  contributions on the Valuation Date preceding
distribution by the decimal equivalent of the vested percentage as of his or her
termination date. The amount attributable to Employer contributions for purposes
of the calculation  includes  amounts  previously paid out pursuant to paragraph
6.3 and not repaid. The Participant's vested and nonforfeitable  interest,  once
calculated above,

                                        44

<PAGE> 53


shall be reduced to reflect those amounts previously paid out to the Participant
and not repaid by the Participant.  The Participant's  vested and nonforfeitable
interest so determined  shall continue to share in the  investment  earnings and
any  increase  or  decrease  in the  fair  market  value  of the  Fund up to the
Valuation Date preceding or coinciding with payment.

9.7  FORFEITURES  Any balance in the account of a Participant  who has separated
from Service to which he or she is not entitled under the foregoing  provisions,
shall be  forfeited  and applied as provided in the Adoption  Agreement.  If not
specified otherwise in the Adoption Agreement,  forfeitures will be allocated to
Participants in the same manner as the Employer's contribution. A forfeiture may
only occur if the  Participant  has received a distribution  from the Plan or if
the  Participant  has  incurred  five  consecutive  1-year  Breaks  in  Service.
Forfeitures  shall inure only to the  accounts of  Participants  of the adopting
Employer's  plan.  If  not  specified   otherwise  in  the  Adoption  Agreement,
forfeitures  shall be  allocated  at the end of the Plan Year  during  which the
former  Participant   incurs  five  consecutive   one-year  Breaks  in  Service.
Furthermore,  a Highly  Compensated  Employee's  Matching  Contributions  may be
forfeited,  even if vested, if the contributions to which they relate are Excess
Deferrals, Excess Contributions or Excess Aggregate Contributions.

9.8 AMENDMENT OF VESTING SCHEDULE No amendment to the Plan shall have the effect
of decreasing a Participant's  vested interest determined without regard to such
amendment  as of the later of the date such  amendment is adopted or the date it
becomes effective.  Further,  if the vesting schedule of the Plan is amended, or
the  Plan  is  amended  in any way  that  directly  or  indirectly  affects  the
computation of any Participant's  nonforfeitable  percentage,  or if the Plan is
deemed amended by an automatic change to or from a Top-Heavy  vesting  schedule,
each  Participant  with at least three Years of Service  with the  Employer  may
elect, within a reasonable period after the adoption of the amendment or change,
to have his or her  nonforfeitable  percentage  computed  under the Plan without
regard to such amendment or change.  For  Participants  who do not have at least
one Hour of  Service  in any Plan  Year  beginning  after  1988,  the  preceding
sentence  shall be applied by  substituting  "Five Years of Service"  for "Three
Years of Service"  where such  language  appears.  The period  during  which the
election may be made shall  commence  with the date the  amendment is adopted or
deemed to be made and shall end on the later of:

      (a)   60 days after the amendment is adopted;

      (b)   60 days after the amendment becomes effective; or

      (c)   60  days  after  the  Participant  is  issued  written notice of the
            amendment by the Employer or the Trustee. If the Trustee is asked to
            so notify, the Fund will be charged for the costs thereof unless the
            Employer pays the charges as permitted in paragraph 11.3.

No amendment to the Plan shall be effective to the extent that it has the effect
of decreasing a Participant's  accrued  benefit.  Notwithstanding  the preceding
sentence, a Participant's account balance may be reduced to the extent permitted
under  section  412(c)(8) of the Code  (relating to  financial  hardships).  For
purposes of this paragraph,  a Plan amendment which has the effect of decreasing
a Participant's account balance or eliminating an optional form of benefit, with
respect to  benefits  attributable  to service  before  the  amendment  shall be
treated as reducing an accrued benefit.

9.9 SERVICE WITH CONTROLLED  GROUPS All Years of Service with other members of a
controlled group of corporations [as defined in Code Section 414(b)],  trades or
businesses under common control [as defined in Code


                                        45

<PAGE> 54


Section 414(c)],  or members of an affiliated  service group [as defined in Code
Section  414(m)] shall be considered for purposes of determining a Participant's
nonforfeitable percentage.

9.10  APPLICATION OF PRIOR VESTING RULES This Article reflects the vesting rules
in effect after  amendment for the Tax Reform Act of 1986. Any  Participant  who
separated  from  Service  prior to rendering an Hour of Service in the 1989 Plan
Year,  will  continue  to have his or her vesting  governed by the Plan's  prior
vesting rules, including, if applicable, the "rules of parity" which would allow
for certain Years of Service to be disregarded.



                                        46

<PAGE> 55

                                    ARTICLE X

                           LIMITATIONS ON ALLOCATIONS
                         AND ANTIDISCRIMINATION TESTING

10.1  PARTICIPATION IN THIS PLAN ONLY If the Participant does not participate in
and has never participated in another qualified plan, a Welfare Benefit Fund (as
defined in paragraph 1.89) or an individual medical account,  as defined in Code
Section 415(l)(2), maintained by the adopting Employer, which provides an Annual
Addition as defined in paragraph 1.4, the amount of Annual  Additions  which may
be credited to the Participant's account for any Limitation Year will not exceed
the lesser of the Maximum  Permissible Amount or any other limitation  contained
in this Plan. If the Employer  contribution  that would otherwise be contributed
or allocated to the  Participant's  account would cause the Annual Additions for
the  Limitation  Year to exceed  the  Maximum  Permissible  Amount,  the  amount
contributed  or allocated  will be reduced so that the Annual  Additions for the
Limitation Year will equal the Maximum Permissible Amount.  Prior to determining
the Participant's  actual Compensation for the Limitation Year, the Employer may
determine the Maximum  Permissible  Amount for a  Participant  on the basis of a
reasonable  estimate of the Participant's  Compensation for the Limitation Year,
uniformly  determined for all  Participants  similarly  situated.  As soon as is
administratively  feasible  after the end of the  Limitation  Year,  the Maximum
Permissible  Amount for the  Limitation  Year will be determined on the basis of
the Participant's actual Compensation for the Limitation Year.

10.2  DISPOSITION OF EXCESS ANNUAL ADDITIONS If pursuant to paragraph 10.1 or as
a result of the allocation of forfeitures, there is an Excess Amount, the excess
will be  disposed of under one of the  following  methods as  determined  in the
Adoption Agreement. If no election is made in the Adoption Agreement then method
"(a)" below shall apply.

      (a)   Suspense Account Method

            (1)   Any  nondeductible  Employee   Voluntary,  Required  Voluntary
                  Contributions and unmatched  Elective  Deferrals to the extent
                  they would  reduce the Excess  Amount  will be returned to the
                  Participant.  To the  extent  necessary  to reduce  the Excess
                  Amount,   non-Highly   Compensated  Employees  will  have  all
                  Elective  Deferrals  returned  whether  or  not  there  was  a
                  corresponding match.

            (2)   If  after  the  application  of paragraph (1) an Excess Amount
                  still exists,  and the  Participant  is covered by the Plan at
                  the end of the  Limitation  Year,  the  Excess  Amount  in the
                  Participant's   account  will  be  used  to  reduce   Employer
                  contributions  (including any allocation of  forfeitures)  for
                  such  Participant  in  the  next  Limitation  Year,  and  each
                  succeeding Limitation Year if necessary;

            (3)   If  after  the  application  of paragraph (1) an Excess Amount
                  still exists,  and the  Participant is not covered by the Plan
                  at the end of the  Limitation  Year, the Excess Amount will be
                  held unallocated in a suspense  account.  The suspense account
                  will  be  applied  to  reduce  future  Employer  contributions
                  (including  allocation of any  forfeitures)  for all remaining
                  Participants in the next Limitation  Year, and each succeeding
                  Limitation Year if necessary;


                                        47

<PAGE> 56

            (4)   If  a  suspense account is in existence at any time during the
                  Limitation  Year  pursuant  to this  paragraph,  it  will  not
                  participate in the allocation of investment  gains and losses.
                  If a suspense  account is in  existence  at any time  during a
                  particular  Limitation  Year,  all  amounts  in  the  suspense
                  account must be allocated  and  reallocated  to  Participants'
                  accounts before any Employer  contributions or any Employee or
                  Voluntary  Contributions  may be made  to the  Plan  for  that
                  Limitation  Year.  Excess  amounts may not be  distributed  to
                  Participants or former Participants.

      (b)   Spillover Method

            (1)   Any   nondeductible  Employee  Voluntary,  Required  Voluntary
                  Contributions and unmatched  Elective  Deferrals to the extent
                  they would  reduce the Excess  Amount  will be returned to the
                  Participant.  To the  extent  necessary  to reduce  the Excess
                  Amount,   non-Highly   Compensated  Employees  will  have  all
                  Elective  Deferrals  returned  whether  or  not  there  was  a
                  corresponding match.

            (2)   Any  Excess  Amount which would be allocated to the account of
                  an individual  Participant under the Plan's allocation formula
                  will be reallocated to other  Participants  in the same manner
                  as other Employer contributions. No such reallocation shall be
                  made to the  extent  that it will  result in an Excess  Amount
                  being created in such Participant's own account.

            (3)   To  the  extent  that  amounts cannot be reallocated under (1)
                  above,  the  suspense  account  provisions  of (a) above  will
                  apply.

10.3   PARTICIPATION  IN  THIS  PLAN  AND  ANOTHER  REGIONAL  PROTOTYPE  DEFINED
CONTRIBUTION   PLAN,   WELFARE  BENEFIT  FUND,  OR  INDIVIDUAL  MEDICAL  ACCOUNT
MAINTAINED  BY THE  EMPLOYER  The Annual  Additions  which may be  credited to a
Participant's  account under this Plan for any  Limitation  Year will not exceed
the Maximum  Permissible  Amount reduced by the Annual  Additions  credited to a
Participant's  account under the other Regional  Prototype Defined  Contribution
plans and Welfare  Benefit Funds and individual  medical  accounts as defined in
Code Section  415(l)(2),  maintained  by the  Employer,  which provide an Annual
Addition as defined in  paragraph  1.4,  for the same  Limitation  Year.  If the
Annual   Additions,   with  respect  to  the  Participant  under  other  Defined
Contribution  Plans and Welfare  Benefit Funds  maintained by the Employer,  are
less than the Maximum  Permissible  Amount and the  Employer  contribution  that
would otherwise be contributed or allocated to the  Participant's  account under
this Plan would cause the Annual  Additions  for the  Limitation  Year to exceed
this limitation, the amount contributed or allocated will be reduced so that the
Annual  Additions  under all such plans and funds for the  Limitation  Year will
equal the Maximum  Permissible  Amount.  If the Annual Additions with respect to
the Participant under such other Defined  Contribution Plans and Welfare Benefit
Funds in the  aggregate  are equal to or greater  than the  Maximum  Permissible
Amount, no amount will be contributed or allocated to the Participant's  account
under this Plan for the Limitation Year. Prior to determining the  Participant's
actual  Compensation  for the  Limitation  Year,  the Employer may determine the
Maximum  Permissible  Amount  for a  Participant  in  the  manner  described  in
paragraph 10.1. As

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<PAGE> 57


soon as  administratively  feasible  after the end of the  Limitation  Year, the
Maximum  Permissible  Amount for the  Limitation  Year will be determined on the
basis of the Participant's actual Compensation for the Limitation Year.

10.4  DISPOSITION  OF EXCESS ANNUAL  ADDITIONS  UNDER TWO PLANS If,  pursuant to
paragraph 10.3 or as a result of forfeitures,  a Participant's  Annual Additions
under  this Plan and such other  plans  would  result in an Excess  Amount for a
Limitation  Year,  the  Excess  Amount  will be deemed to  consist of the Annual
Additions last allocated except that Annual Additions  attributable to a Welfare
Benefit  Fund or an  individual  medical  account  as  defined  in Code  Section
415(l)(2) will be deemed to have been allocated  first  regardless of the actual
allocation  date.  If an Excess  Amount was  allocated  to a  Participant  on an
allocation  date of this Plan which coincides with an allocation date of another
plan, the Excess Amount attributed to this Plan will be the product of:

            (a)   the total Excess Amount allocated as of such date, times

            (b)   the ratio of:

                  (1)   the  Annual  Additions  allocated to the Participant for
                        the Limitation Year as of such date under the Plan, to

                  (2)   the  total Annual Additions allocated to the Participant
                        for the  Limitation  Year as of such date under this and
                        all the  other  qualified  Master or  Prototype  Defined
                        Contribution Plans.

Any Excess  Amount  attributed  to this Plan will be  disposed  of in the manner
described in paragraph 10.2.

10.5  PARTICIPATION IN THIS PLAN AND ANOTHER DEFINED  CONTRIBUTION PLAN WHICH IS
NOT A  REGIONAL  PROTOTYPE  PLAN If the  Participant  is covered  under  another
qualified  Defined  Contribution  Plan maintained by the Employer which is not a
Regional  Prototype  Plan,  Annual  Additions  which  may  be  credited  to  the
Participant's account under this Plan for any Limitation Year will be limited in
accordance  with paragraphs 10.3 and 10.4 as though the other plan were a Master
or  Prototype  Plan,  unless the  Employer  provides  other  limitations  in the
Adoption Agreement.

10.6  PARTICIPATION  IN THIS PLAN AND A  DEFINED  BENEFIT  PLAN If the  Employer
maintains, or at any time maintained,  a qualified Defined Benefit Plan covering
any Participant in this Plan, the sum of the Participant's  Defined Benefit Plan
Fraction  and  Defined  Contribution  Plan  Fraction  will not exceed 1.0 in any
Limitation  Year.  For any Plan Year  during  which the Plan is  Top-Heavy,  the
Defined Benefit and Defined  Contribution  Plan Fractions shall be calculated in
accordance with Code Section 416(h).  The Annual Additions which may be credited
to the  Participant's  account under this Plan for any  Limitation  Year will be
limited in accordance with the provisions set forth in the Adoption Agreement.

10.7  LIMITATIONS ON  ALLOCATIONS In any Plan Year in which the Top-Heavy  Ratio
exceeds 90% (i.e.,  the Plan becomes Super  Top-Heavy),  the denominators of the
Defined Benefit Fraction (as defined in paragraph 1.15) and Defined Contribution
Fraction  (as defined in  paragraph  1.18)  shall be computed  using 100% of the
dollar limitation instead of 125%.

10.8 AVERAGE  DEFERRAL  PERCENTAGE (ADP) TEST With respect to any Plan Year, the
Average  Deferral   Percentage  for  Participants  who  are  Highly  Compensated
Employees  and  the  Average  Deferral   Percentage  for  Participants  who  are
non-Highly Compensated Employees must satisfy one of the following tests:


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<PAGE> 58



      (a)   BASIC TEST- The Average Deferral Percentage for Participants who are
            Highly Compensated Employees for the Plan Year is not more than 1.25
            times the  Average  Deferral  Percentage  for  Participants  who are
            non-Highly Compensated Employees for the same Plan Year, or

      (b)   ALTERNATIVE TEST - The  Average Deferral Percentage for Participants
            who are  Highly  Compensated  Employees  for the Plan  Year does not
            exceed the Average  Deferral  Percentage  for  Participants  who are
            non-Highly Compensated Employees for the same Plan Year by more than
            2 percentage  points provided that the Average  Deferral  Percentage
            for  Participants who are Highly  Compensated  Employees is not more
            than 2.0 times the Average Deferral  Percentage for Participants who
            are non-Highly Compensated Employees.


                                       50

<PAGE> 59


10.9  SPECIAL RULES RELATING TO APPLICATION OF ADP TEST

      (a)   The  Actual  Deferral Percentage for any Participant who is a Highly
            Compensated  Employee  for the Plan Year and who is eligible to have
            Elective  Deferrals (and  Qualified  Non-Elective  Contributions  or
            Qualified  Matching  Contributions,  or both, if treated as Elective
            Deferrals  for  purposes  of the ADP test)  allocated  to his or her
            accounts  under two or more  arrangements  described in Code Section
            401(k), that are maintained by the Employer,  shall be determined as
            if such Elective  Deferrals  (and,  if  applicable,  such  Qualified
            Non-Elective  Contributions or Qualified Matching Contributions,  or
            both) were made under a single arrangement.  If a Highly Compensated
            Employee  participates in two or more cash or deferred  arrangements
            that have  different Plan Years,  all cash or deferred  arrangements
            ending with or within the same  calendar  year shall be treated as a
            single arrangement.

      (b)   In  the  event  that  this  Plan  satisfies the requirements of Code
            Sections 401(k),  401(a)(4),  or 410(b), only if aggregated with one
            or more other  plans,  or if one or more  other  plans  satisfy  the
            requirements  of such Code  Sections  only if  aggregated  with this
            Plan,  then this Section shall be applied by determining  the Actual
            Deferral  Percentage of Employees as if all such plans were a single
            plan. For Plan Years beginning  after 1989,  plans may be aggregated
            in order to satisfy Code  Section  401(k) only if they have the same
            Plan Year.

      (c)   For  purposes  of  determining  the  Actual Deferral Percentage of a
            Participant  who  is a  5-percent  owner  or one  of  the  ten  most
            highest-paid  Highly Compensated  Employees,  the Elective Deferrals
            (and  Qualified  Non-Elective  Contributions  or Qualified  Matching
            Contributions,  or  both,  if  treated  as  Elective  Deferrals  for
            purposes of the ADP test) and Compensation of such Participant shall
            include  the  Elective  Deferrals  (and,  if  applicable,  Qualified
            Non-Elective Contributions and Qualified Matching Contributions,  or
            both) for the Plan Year of Family  Members as  defined in  paragraph
            1.35 of this Plan.  Family  Members,  with  respect  to such  Highly
            Compensated Employees, shall be disregarded as separate Employees in
            determining  the  ADP  both  for  Participants  who  are  non-Highly
            Compensated   Employees   and  for   Participants   who  are  Highly
            Compensated  Employees.  In  the  event  of  repeal  of  the  family
            aggregation rules under Code Section 414(q)(6),  all applications of
            such rules  under this Plan will cease as of the  effective  date of
            such repeal.

      (d)   For  purposes  of  determining  the  ADP  test,  Elective Deferrals,
            Qualified   Non-Elective   Contributions   and  Qualified   Matching
            Contributions  must be made before the last day of the  twelve-month
            period  immediately  following the Plan Year to which  contributions
            relate.

      (e)   The  Employer  shall  maintain  records  sufficient  to  demonstrate
            satisfaction   of  the  ADP  test  and  the   amount  of   Qualified
            Non-Elective  Contributions or Qualified Matching Contributions,  or
            both, used in such test.

      (f)   The  determination  and  treatment of the Actual Deferral Percentage
            amounts of any Participant shall satisfy such other  requirements as
            may be prescribed by the Secretary of the Treasury.


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<PAGE> 60


10.10  RECHARACTERIZATION If the Employer allows for Voluntary  Contributions in
the Adoption Agreement,  a Participant may treat his or her Excess Contributions
as an  amount  distributed  to  the  Participant  and  then  contributed  by the
Participant to the Plan.  Recharacterized amounts will remain nonforfeitable and
subject to the same distribution requirements as Elective Deferrals. Amounts may
not be recharacterized by a Highly Compensated  Employee to the extent that such
amount in combination  with other Employee  Contributions  made by that Employee
would  exceed  any  stated  limit  under  the Plan on  Voluntary  Contributions.
Recharacterization  must occur no later than two and  one-half  months after the
last day of the Plan Year in which such Excess Contributions arose and is deemed
to occur no  earlier  than the date  the last  Highly  Compensated  Employee  is
informed in writing of the amount  recharacterized and the consequences thereof.
Recharacterized amounts will be taxable to the Participant for the Participant's
tax year in which the Participant would have received them in cash.

10.11 AVERAGE CONTRIBUTION  PERCENTAGE (ACP) TEST If the Employer makes Matching
Contributions  or if the Plan allows  Employees to make Voluntary  Contributions
the Plan must meet additional nondiscrimination requirements provided under Code
Section  401(m).  If Employee  Contributions  (including any Elective  Deferrals
recharacterized as Voluntary Contributions) are made pursuant to this Plan, then
in  addition  to  the  ADP  test  referenced  in  paragraph  10.8,  the  Average
Contribution  Percentage  test  is also  applicable.  The  Average  Contribution
Percentage for Participants who are Highly  Compensated  Employees for each Plan
Year and the Average Contribution Percentage for Participants who are Non-Highly
Compensated  Employees  for the same Plan Year must satisfy one of the following
tests:

      (a)   The Average Contribution Percentage for Participants who are  Highly
            Compensated Employees for the Plan Year shall not exceed the Average
            Contribution   Percentage  for   Participants   who  are  non-Highly
            Compensated Employees for the same Plan Year multiplied by 1.25; or

      (b)   The ACP  for  Participants  who are Highly Compensated Employees for
            the Plan Year shall not exceed the Average  Contribution  Percentage
            for  Participants who are non-Highly  Compensated  Employees for the
            same Plan Year  multiplied  by two (2),  provided  that the  Average
            Contribution  Percentage for Participants who are Highly Compensated
            Employees  does not exceed the Average  Contribution  Percentage for
            Participants who are non-Highly  Compensated  Employees by more than
            two (2) percentage points.

10.12 SPECIAL RULES RELATING TO APPLICATION OF ACP TEST

      (a)   If  one  or  more Highly Compensated Employees participate in both a
            cash or  deferred  arrangement  and a plan  subject  to the ACP test
            maintained  by the  Employer and the sum of the ADP and ACP of those
            Highly Compensated Employees subject to either or both tests exceeds
            the Aggregate Limit, then the ADP or ACP of those Highly Compensated
            Employees  who also  participate  in a cash or deferred  arrangement
            will be reduced  (beginning  with such Highly  Compensated  Employee
            whose ACP is the highest) as set forth in the Adoption  Agreement so
            that the limit is not  exceeded.  The  amount by which  each  Highly
            Compensated  Employee's  Contribution  Percentage Amounts is reduced
            shall be treated as an Excess  Aggregate  Contribution.  The ADP and
            ACP of the Highly  Compensated  Employees are  determined  after any
            corrections  required  to meet the ADP and ACP tests.  Multiple  use
            does not occur if both the ADP and ACP of the Highly


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<PAGE> 61

            Compensated Employees does not exceed 1.25 multiplied by the ADP and
            ACP of the non-Highly Compensated Employees.

      (b)   For  purposes  of  this Article, the Contribution Percentage for any
            Participant who is a Highly Compensated Employee and who is eligible
            to have  Contribution  Percentage  Amounts  allocated  to his or her
            account under two or more plans described in Code Section 401(a), or
            arrangements described in Code Section 401(k) that are maintained by
            the  Employer,   shall  be  determined  as  if  the  total  of  such
            Contribution  Percentage  Amounts  was made under  each  Plan.  If a
            Highly  Compensated  Employee  participates  in two or more  cash or
            deferred  arrangements  that have different plan years,  all cash or
            deferred  arrangements  ending with or within the same calendar year
            shall be treated as a single arrangement.

      (c)   In  the  event  that  this  Plan  satisfies the requirements of Code
            Sections 401(a)(4), 401(m), or 410(b) only if aggregated with one or
            more  other  plans,  or if one  or  more  other  plans  satisfy  the
            requirements  of such Code  Sections  only if  aggregated  with this
            Plan,  then  this  Section  shall  be  applied  by  determining  the
            Contribution  Percentage  of  Employees  as if all such plans were a
            single  plan.  For Plan Years  beginning  after  1989,  plans may be
            aggregated  in order to  satisfy  Code  Section  401(m)  only if the
            aggregated plans have the same Plan Year.

      (d)   For  purposes  of  determining  the  Contribution  percentage  of  a
            Participant  who is a  five-percent  owner  or one of the  ten  most
            highest-paid,   Highly  Compensated   Employees,   the  Contribution
            Percentage  Amounts  and  Compensation  of  such  Participant  shall
            include the Contribution Percentage Amounts and Compensation for the
            Plan Year of Family  Members as defined  in  paragraph  1.35 of this
            Plan. Family Members, with respect to Highly Compensated  Employees,
            shall be  disregarded  as  separate  Employees  in  determining  the
            Contribution  Percentage  both for  Participants  who are non-Highly
            Compensated   Employees   and  for   Participants   who  are  Highly
            Compensated  Employees.  In  the  event  of  repeal  of  the  family
            aggregation rules under Code Section 414(q)(6),  all applications of
            such rules  under this Plan will cease as of the  effective  date of
            such repeal.

      (e)   For  purposes  of  determining  the  Contribution  Percentage  test,
            Employee  Contributions are considered to have been made in the Plan
            Year in which contributed to the trust.  Matching  Contributions and
            Qualified  Non-Elective  Contributions will be considered made for a
            Plan Year if made no later than the end of the  twelve-month  period
            beginning on the day after the close of the Plan Year.

      (f)   The  Employer  shall  maintain  records  sufficient  to  demonstrate
            satisfaction   of  the  ACP  test  and  the   amount  of   Qualified
            Non-Elective  Contributions or Qualified Matching Contributions,  or
            both, used in such test.

      (g)   The determination and  treatment  of  the Contribution Percentage of
            any  Participant  shall  satisfy such other  requirements  as may be
            prescribed by the Secretary of the Treasury.

      (h)   Qualified   Matching    Contributions   and  Qualified  Non-Elective
            Contributions  used  to  satisfy  the  ADP  test  may not be used to
            satisfy the ACP test.


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<PAGE> 62

                                   ARTICLE XI

                                 ADMINISTRATION

11.1 PLAN  ADMINISTRATOR  The  Employer  shall be the named  fiduciary  and Plan
Administrator  except to the extent the  Employer is a member of SBERA or if the
Employer has designated another entity as Plan Administrator. These duties shall
include:

      (a)   appointing  the  Plan's  attorney, accountant, actuary, custodian or
            any other party needed to administer the Plan or the Fund,

      (b)   directing the Trustee or custodian with respect to payments from the
            Fund,

      (c)   communicating  with  Employees  regarding  their  participation  and
            benefits under the Plan,  including the administration of all claims
            procedures,

      (d)   filing  any  returns  and reports with the Internal Revenue Service,
            Department of Labor, or any other governmental agency,

      (e)   reviewing  and  approving any financial reports, investment reviews,
            or other  reports  prepared by any party  appointed  by the Employer
            under paragraph (a),

      (f)   establishing  a  funding policy and investment objectives consistent
            with the  purposes of the Plan and the  Employee  Retirement  Income
            Security Act of 1974, and

      (g)   construing and  resolving  any question of Plan interpretation.  The
            Plan  Administrator's  interpretation  of Plan provisions  including
            eligibility and benefits under the Plan is final,  and unless it can
            be shown to be arbitrary and  capricious  will not be subject to "de
            novo" review.

11.2  TRUSTEE  The  Trustee  shall  be  responsible  for the  administration  of
investments held in the Fund. These duties shall include:

      (a)   receiving contributions under the terms of the Plan,

      (b)   making  distributions  from  the  Fund  in  accordance  with written
            instructions  received  from  an  authorized  representative  of the
            Employer,

      (c)   keeping  accurate  records reflecting its administration of the Fund
            and making such  records  available  to the  Employer for review and
            audit. Within 90 days after each Plan Year, and within 90 days after
            its removal or resignation, the Trustee shall file with the Employer
            an accounting of its  administration of the Fund during such year or
            from the end of the  preceding  Plan Year to the date of  removal or
            resignation.  Such  accounting  shall  include a  statement  of cash
            receipts and disbursements since the date of its last accounting and
            shall  contain  an  asset  list  showing  the fair  market  value of
            investments held in the Fund as of the

                                       54

<PAGE> 63

            end of the Plan Year. The value of marketable  investments  shall be
            determined  using  the  most  recent  price  quoted  on  a  national
            securities  exchange  or over  the  counter  market.  The  value  of
            non-marketable investments shall be determined in the sole judgement
            of the Trustee which  determination shall be binding and conclusive.
            The  value  of  investments  in  securities  or  obligations  of the
            Employer in which there is no market shall be determined in the sole
            judgement   of  the   Employer   and  the  Trustee   shall  have  no
            responsibility  with respect to the  valuation  of such assets.  The
            Employer  shall  review  the  Trustee's  accounting  and  notify the
            Trustee  in the event of its  disapproval  of the  report  within 90
            days,  providing the Trustee with a written description of the items
            in question.  The Trustee shall have 60 days to provide the Employer
            with a written explanation of the items in question. If the Employer
            again disapproves,  the Trustee shall file its accounting in a court
            of competent jurisdiction for audit and adjudication, and

      (d)   employing  such  agents,  attorneys  or  other  professionals as the
            Trustee may deem  necessary or advisable in the  performance  of its
            duties.

The Trustee's  duties shall be limited to those  described  above.  The Employer
shall be responsible for any other administrative duties required under the Plan
or by applicable law.

11.3 ADMINISTRATIVE FEES AND EXPENSES All reasonable costs, charges and expenses
incurred by the Trustee in connection  with the  administration  of the Fund and
all reasonable costs, charges and expenses incurred by the Plan Administrator in
connection  with the  administration  of the  Plan  (including  fees  for  legal
services  rendered  to the  Trustee  or Plan  Administrator)  may be paid by the
Employer, but if not paid by the Employer when due, shall be paid from the Fund.
Such reasonable  compensation to an institutional  Trustee as may be agreed upon
from time to time  between the  Employer  and the  Trustee  and such  reasonable
compensation to the Plan  Administrator  as may be agreed upon from time to time
between the Employer and Plan Administrator may be paid by the Employer,  but if
not paid by the Employer  when due shall be paid by the Fund.  The Trustee shall
have the right to liquidate trust assets to cover its fees.  Notwithstanding the
foregoing,  no compensation  other than reimbursement for expenses shall be paid
to a Trustee or Plan  Administrator who is the Employer or a full-time  Employee
of the Employer.  In the event any part of the Trust Account  becomes subject to
tax, all taxes incurred will be paid from the Fund unless the Plan Administrator
advises the Trustee not to pay such tax.

11.4  DIVISION OF DUTIES AND INDEMNIFICATION

      (a)   The  Trustee  shall  have the authority and discretion to manage and
            govern the Fund to the extent provided in this instrument,  but does
            not  guarantee  the Fund in any manner  against  investment  loss or
            depreciation  in asset value,  or guarantee the adequacy of the Fund
            to meet and discharge all or any liabilities of the Plan.

      (b)   The Trustee shall not be liable for the making, retention or sale of
            any investment or reinvestment  made by it, as herein  provided,  or
            for any loss to, or diminution of the Fund, or for any other loss or
            damage which may result from the  discharge of its duties  hereunder
            except to the extent it is  judicially  determined  that the Trustee
            has failed to exercise the care, skill, prudence and diligence under
            the circumstances then prevailing that a prudent person



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<PAGE> 64

            acting in a like  capacity and familiar  with such matters would use
            in the conduct of an enterprise of a like character with like aims.

      (c)   The  Employer  warrants that all directions issued to the Trustee by
            it or the Plan Administrator will be in accordance with the terms of
            the  Plan  and  not  contrary  to the  provisions  of  the  Employee
            Retirement  Income  Security  Act of  1974  and  Regulations  issued
            thereunder.

      (d)   The Trustee shall not be answerable for any action taken pursuant to
            any direction,  consent,  certificate, or other paper or document on
            the belief that the same is genuine and signed by the proper person.
            All directions by the Employer or the Plan Administrator shall be in
            writing.  The  Employer  shall  deliver to the Trustee  certificates
            evidencing the  individual or  individuals  authorized to act as set
            forth in the Adoption  Agreement or as the Employer may subsequently
            inform  the  Trustee  in writing  and shall  deliver to the  Trustee
            specimens of their signatures.

      (e)   The  duties and obligations of the Trustee shall be limited to those
            expressly imposed upon it by this instrument or subsequently  agreed
            upon  by  the  parties.  Responsibility  for  administrative  duties
            required under the Plan or applicable law not expressly imposed upon
            or agreed to by the Trustee shall rest solely with the Employer.

      (f)   The  Trustee shall be indemnified and saved harmless by the Employer
            from and against any and all  liability  to which the Trustee may be
            subjected,   including  all  expenses  reasonably  incurred  in  its
            defense,  for any action or failure to act resulting from compliance
            with the  instructions  of the Employer,  the employees or agents of
            the Employer, the Plan Administrator,  or any other fiduciary to the
            Plan,  and for any liability  arising from the actions or nonactions
            of any predecessor  trustee,  custodian or other  fiduciaries of the
            Plan.

      (g)   The  Trustee shall not be responsible in any way for the application
            of any  payments it is  directed to make or for the  adequacy of the
            Fund to meet and discharge any and all liabilities under the Plan.


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<PAGE> 65

                                   ARTICLE XII

                               TRUST FUND ACCOUNT

12.1 THE FUND The Fund shall consist of all contributions made under Article III
and Article IV of the Plan and the investment thereof and earnings thereon.  All
contributions and the earnings thereon less payments made under the terms of the
Plan,  shall  constitute the Fund. The Fund shall be administered as provided in
this document.

12.2  CONTROL OF PLAN  ASSETS The assets of the Fund or  evidence  of  ownership
shall be held by the Trustee under the terms of the Plan and Trust  Account.  If
the assets represent amounts transferred from another trustee or custodian under
a former plan,  the Trustee named  hereunder  shall not be  responsible  for the
propriety of any investment under the former plan.

12.3 EXCLUSIVE  BENEFIT RULES No part of the Fund shall be used for, or diverted
to,  purposes  other  than for the  exclusive  benefit of  Participants,  former
Participants  with a vested interest,  and the beneficiary or beneficiaries of a
deceased  Participant  having a vested  interest in the Fund at the death of the
Participant.

12.4 ASSIGNMENT AND ALIENATION OF BENEFITS No right or claim to, or interest in,
any part of the  Fund,  or any  payment  from  the  Fund,  shall be  assignable,
transferable, or subject to sale, mortgage, pledge, hypothecation,  commutation,
anticipation,  garnishment,  attachment,  execution,  or levy of any  kind.  The
Trustee  shall not recognize any attempt to assign,  transfer,  sell,  mortgage,
pledge,  hypothecate,  commute,  or  anticipate  the same,  except to the extent
required  by law.  The  preceding  sentences  shall also apply to the  creation,
assignment,  or recognition of a right to any benefit  payable with respect to a
Participant  pursuant  to a  domestic  relations  order,  unless  such  order is
determined  to be a  Qualified  Domestic  Relations  Order,  as  defined in Code
Section 414(p),  or any domestic  relations order entered before January 1, 1985
which the Plan attorney and Plan Administrator deem to be qualified.

12.5  DETERMINATION  OF  QUALIFIED  DOMESTIC  RELATIONS  ORDER (QDRO) A domestic
relations  order shall  specifically  state all of the  following in order to be
deemed a Qualified Domestic Relations Order ("QDRO"):

      (a)   The name and last known mailing address (if any) of the  Participant
            and of each alternate payee covered by the domestic relations order.
            However,  if the  domestic  relations  order  does not  specify  the
            current  mailing  address  of the  alternate  payee,  but  the  Plan
            Administrator  has  independent   knowledge  of  that  address,  the
            domestic relations order may still be a valid QDROs.

      (b)   The dollar amount or percentage of the  Participant's benefit to  be
            paid by the Plan to each alternate payee, or the manner in which the
            amount or percentage will be determined.

      (c)   The  number  of  payments or period for which the domestic relations
            order applies.

      (d)   The  specific  plan  (by name) to which the domestic relations order
            applies.

A domestic relations order shall not be deemed a QDRO if it requires the Plan to
provide:

      (e)   any type  or form of benefit, or any option not already provided for
            in the Plan;


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<PAGE> 66

      (f)   increased  benefits,  or  benefits  in  excess  of the Participant's
            vested rights;

      (g)   payment  of  a  benefit  earlier than allowed by the Plan's earliest
            retirement provisions or in the case of a profit-sharing plan, prior
            to the allowability of in-service withdrawals, or

      (h)   payment  of  benefits to an alternate payee which are required to be
            paid to another alternate payee under another QDRO.

Promptly,  upon receipt of a domestic relations order ("Order") which may or may
not be "Qualified",  the Plan Administrator shall notify the Participant and any
alternate  payee(s)  named in the Order of such  receipt,  and include a copy of
this paragraph 12.5. The Plan Administrator  shall then forward the Order to the
Plan's  legal  counsel  for an opinion as to whether or not the Order is in fact
"Qualified" as defined in Code Section  414(p).  Within a reasonable  time after
receipt of the Order, not to exceed 60 days, the Plan's legal counsel shall make
a  determination  as to its  "Qualified"  status  and  the  Participant  and any
alternate payee(s) shall be promptly notified in writing of the determination.

If the "Qualified" status of the Order is in question,  there will be a delay in
any payout to any payee including the Participant, until the status is resolved.
In such event, the Plan Administrator shall segregate the amount that would have
been payable to the  alternate  payee(s) if the Order had been deemed a QDRO. If
the Order is not Qualified,  or the status is not resolved (for example,  it has
been sent back to the Court for clarification or modification)  within 18 months
beginning with the date the first payment would have to be made under the Order,
the Plan  Administrator  shall pay the  segregated  amounts plus interest to the
person(s)  who would have been entitled to the benefits had there been no Order.
If a  determination  as to the  Qualified  status of the Order is made after the
18-month  period  described  above,  then the Order  shall  only be applied on a
prospective  basis. If the Order is determined to be a QDRO, the Participant and
alternate  payee(s) shall again be notified  promptly after such  determination.
Once an  Order  is  deemed  a QDRO,  the  Plan  Administrator  shall  pay to the
alternate  payee(s)  all the  amounts due under the QDRO,  including  segregated
amounts plus interest  which may have accrued during a dispute as to the Order's
qualification.

Unless specified  otherwise in the Adoption  Agreement,  the earliest retirement
age with regard to the  Participant  against whom the order is entered  shall be
the date the order is determined  to be qualified.  This will only allow payouts
to alternate payee(s) and not the Participant.



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                                  ARTICLE XIII

                                   INVESTMENTS

13.1   FIDUCIARY STANDARDS The Trustee shall  invest  and reinvest principal and
income in the same Fund provided that:

      (a)   such  investments  are  prudent under the Employee Retirement Income
            Security Act of 1974 and the regulations promulgated thereunder,

      (b)   such  investments  are sufficiently diversified or otherwise insured
            or guaranteed to minimize the risk of large losses, and

      (c)   such  investments  are  similar to those which would be purchased by
            another  professional  money  manager  for a like plan with  similar
            investment objectives.

13.2 TRUSTEE  APPOINTMENT  Shall be appointed by the Employer in accordance with
paragraph 1.85.

13.3  INVESTMENT  ALTERNATIVES  OF THE TRUSTEE The Trustee  shall  implement  an
investment  program  based  on the  Employer's  investment  objectives  and  the
Employee  Retirement Income Security Act of 1974. In addition to powers given by
law, the Trustee may:

      (a)   invest  the  Fund  in  any  form  of  property, including common and
            preferred stocks, exchange traded put and call options, bonds, money
            market  instruments,  mutual  funds  (including  funds for which the
            Trustee or its  affiliates  serve as  investment  advisor),  savings
            accounts,   certificates  of  deposit,   Treasury  bills,  insurance
            policies and contracts,  or in any other property, real or personal,
            having a ready  market.  The  Trustee  may  invest in time  deposits
            (including,  if applicable,  its own or those of  affiliates)  which
            bear a  reasonable  interest  rate.  No  portion  of  any  Qualified
            Voluntary Contribution,  or the earnings thereon, may be invested in
            life  insurance  contracts  or,  as  with  any  Participant-directed
            investment,  in tangible personal property  characterized by the IRS
            as a  collectible,  other than U.S.  Government or State issued gold
            and silver coins,

      (b)   transfer  any  assets  of  the  Fund  to a group or collective trust
            established  to permit the pooling of funds of separate  pension and
            profit-sharing  trusts,  provided the Internal  Revenue  Service has
            ruled  such group or  collective  trust to be  qualified  under Code
            Section  401(a) and exempt under Code Section 501(a) or to any other
            common,  collective,  or commingled  trust fund. Such commingling of
            assets  of the  Fund  with  assets  of  other  qualified  trusts  is
            specifically authorized,  and to the extent of the investment of the
            Fund  in  such  a  group  or  collective  trust,  the  terms  of the
            instrument  establishing  the group or  collective  trust shall be a
            part hereof as though set forth herein,

      (c)   invest up to 100% of the Fund in the common stock, debt obligations,
            or any other  security  issued by the Employer or by an affiliate of
            the Employer  within the  limitations  provided  under Sections 406,
            407, and 408 of the Employee  Retirement Income Security Act of 1974
            and further  provided  that such  investment  does not  constitute a
            prohibited  transaction under Code Section 4975. Any such investment
            in Employer  securities shall only be made upon written direction of
            the Employer who shall be solely  responsible  for propriety of such
            investment,


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<PAGE> 68


      (d)   hold  cash  uninvested  and deposit same with any banking or savings
            institution,

      (e)   join    in    or   oppose  the   reorganization,   recapitalization,
            consolidation,   sale  or  merger  of  corporations  or  properties,
            including  those in which it is  interested  as  Trustee,  upon such
            terms as it deems wise,

      (f)   hold investments in nominee or bearer form,

      (g)   vote  proxies  and,  if  appropriate, pass them on to any investment
            manager which may have directed the  investment in the equity giving
            rise to the proxy,

      (h)   exercise  all  ownership  rights  with respect to assets held in the
            Fund.

13.4 PARTICIPANT LOANS If permitted by the Employer in the Adoption Agreement, a
Plan Participant may make application to the Employer requesting a loan from the
Fund.  The  Employer  shall  have the sole  right to  approve  or  disapprove  a
Participant's  application  provided  that loans shall be made  available to all
Participants on a reasonably equivalent basis. Loans shall not be made available
to Highly Compensated Employees [as defined in Code Section 414(q)] in an amount
greater  than the amount made  available  to other  Employees.  Any loan granted
under the Plan shall be made subject to the following rules:

      (a)   No  loan,  when aggregated with any outstanding Participant loan(s),
            shall  exceed the lesser of (i) $50,000  reduced by the  excess,  if
            any, of the highest outstanding balance of loans during the one year
            period  ending  on the  day  before  the  loan  is  made,  over  the
            outstanding  balance  of loans from the Plan on the date the loan is
            made or (ii)  one-half of the fair market  value of a  Participant's
            Vested  Account  Balance  built  up  from  Employer   Contributions,
            Voluntary   Contributions,   and  Rollover  Contributions.   If  the
            Participant's Vested Account Balance is $20,000 or less, the maximum
            loan  shall  not  exceed  the  lesser  of  $10,000  or  100%  of the
            Participant's  Vested Account Balance.  For the purpose of the above
            limitation,  all  loans  from all  plans of the  Employer  and other
            members of a group of employers  described in Code Sections  414(b),
            414(c),  and 414(m) are  aggregated.  An assignment or pledge of any
            portion  of the  Participant's  interest  in the  Plan  and a  loan,
            pledge,  or  assignment  with  respect  to  any  insurance  contract
            purchased  under the Plan,  will be  treated  as a loan  under  this
            paragraph.

      (b)   All  applications must be made on forms provided by the Employer and
            must be signed by the Participant.

      (c)   Any  loan  shall  bear  interest at a rate reasonable at the time of
            application,  considering the purpose of the loan and the rate being
            charged by  representative  commercial banks in the local area for a
            similar loan unless the Employer  sets forth a different  method for
            determining  loan interest  rates in its loan  procedures.  The loan
            agreement  shall also  provide  that the  payment of  principal  and
            interest be amortized in level  payments  not less  frequently  than
            quarterly.

      (d)   The term of such loan shall not exceed five years except in the case
            of a loan  for  the  purpose  of  acquiring  any  house,  apartment,
            condominium, or mobile home (not used on a transient basis) which is
            used or is to be used  within  a  reasonable  time as the  principal
            residence of


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<PAGE> 69


            the  Participant.  The term of such loan shall be  determined by the
            Employer  considering  the maturity  dates quoted by  representative
            commercial banks in the local area for a similar loan.

      (e)   The  principal and interest paid by a Participant on his or her loan
            shall be  credited  to the Fund in the same  manner as for any other
            Plan investment. If elected in the Adoption Agreement,  loans may be
            treated as segregated  investments of the  individual  Participants.
            This  provision  is not  available  if its  election  will result in
            discrimination in operation of the Plan.

      (f)   If  a  Participant's  loan  application is approved by the Employer,
            such  Participant  shall be required to sign a note, loan agreement,
            and  assignment  of one-half  of his or her  interest in the Fund as
            collateral  for the loan. The  Participant,  except in the case of a
            profit-sharing  plan  satisfying the  requirements  of paragraph 8.7
            must obtain the consent of his or her Spouse,  if any, within the 90
            day  period  before the time his or her  account  balance is used as
            security  for the loan.  A new  consent is  required  if the account
            balance is used for any renegotiation,  extension,  renewal or other
            revision of the loan,  including an increase in the amount  thereof.
            The consent  must be  written,  must  acknowledge  the effect of the
            loan,  and must be  witnessed  by a plan  representative  or  notary
            public.  Such consent shall  subsequently be binding with respect to
            the consenting Spouse or any subsequent Spouse.

      (g)   If  a valid Spousal consent has been obtained, then, notwithstanding
            any other  provision of this Plan, the portion of the  Participant's
            Vested Account Balance used as a security  interest held by the Plan
            by reason of a loan  outstanding to the  Participant  shall be taken
            into account for purposes of  determining  the amount of the account
            balance  payable at the time of death or  distribution,  but only if
            the reduction is used as repayment of the loan. If less than 100% of
            the Participant's  vested account balance (determined without regard
            to the preceding  sentence) is payable to the Surviving Spouse, then
            the account  balance shall be adjusted by first  reducing the Vested
            Account  Balance by the amount of the security  used as repayment of
            the loan, and then  determining the benefit payable to the Surviving
            Spouse.

      (h)   The  Employer  may  also require  additional  collateral in order to
            adequately secure the loan.

      (i)   A  Participant's  loan  shall  immediately become due and payable if
            such  Participant  terminates  employment for any reason or fails to
            make a  principal  and/or  interest  payment as provided in the loan
            agreement.  If such Participant terminates employment,  the Employer
            shall  immediately  request payment of principal and interest on the
            loan. If the Participant refuses payment following termination,  the
            Employer shall reduce the  Participant's  Vested Account  Balance by
            the  remaining  principal  and  interest on his or her loan.  If the
            Participant's  Vested  Account  Balance is less than the amount due,
            the Employer  shall take whatever steps are necessary to collect the
            balance due directly from the Participant.  However,  no foreclosure
            on the Participant's note or attachment of the Participant's account
            balance will occur until a distributable event occurs in the Plan.

13.5 INSURANCE POLICIES If permitted by the Employer in the Adoption  Agreement,
Employees may elect the purchase of life  insurance  policies under the Plan. If
elected, the maximum annual premium for a whole life policy shall not exceed 50%
of  the  aggregate  Employer  contributions   allocated  to  the  account  of  a
Participant.  For profit-sharing plans the 50% test need only be applied against
Employer contributions allocated in the last two years.


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<PAGE> 70


Whole life  policies are policies  with both  nondecreasing  death  benefits and
nonincreasing  premiums.  The  maximum  annual  premium  for term  contracts  or
universal  life policies and all other  policies  which are not whole life shall
not exceed 25% of aggregate Employer contributions allocated to the account of a
Participant.  The two year rule for  profit-sharing  plans  again  applies.  The
maximum  annual  premiums  for a  Participant  with both a whole life and a term
contract or universal  life  policies  shall be limited to one-half of the whole
life premium,  plus the term premium,  but shall not exceed 25% of the aggregate
Employer contributions allocated to the account of a Participant, subject to the
two year rule for  profit-sharing  plans. Any policies purchased under this Plan
shall be held subject to the following rules:

      (a)   The Trustee shall be applicant and owner of any policies issued.

      (b)   All  policies  or  contracts  purchased,  shall   be   endorsed   as
            nontransferable,  and must provide that  proceeds will be payable to
            the Trustee;  however, the Trustee shall be required to pay over all
            proceeds  of  the   contracts   to  the   Participant's   Designated
            Beneficiary in accordance with the  distribution  provisions of this
            Plan. Under no circumstances  shall the Trust retain any part of the
            proceeds.

      (c)   Each Participant shall be entitled to designate a beneficiary  under
            the terms of any contract issued;  however, such designation will be
            given to the  Trustee  which  must be the named  beneficiary  on any
            policy. Such designation shall remain in force, until revoked by the
            Participant,  by filing a new beneficiary  designation form with the
            Trustee. A Participant's  Spouse will be the Designated  Beneficiary
            of the proceeds in all circumstances unless a Qualified Election has
            been made in accordance  with  paragraph  8.4. The  beneficiary of a
            deceased  Participant  shall  receive in addition to the proceeds of
            the  Participant's  policy or policies,  the amount credited to such
            Participant's investment account.

      (d)   A Participant  who is uninsurable or insurable at substandard rates,
            may elect to receive a reduced amount of insurance, if available, or
            may waive the purchase of any insurance.

      (e)   All  dividends  or  other  returns received on any policy purchased,
            shall be applied to reduce the next premium due on such  policy,  or
            if no further  premium is due,  such amount shall be credited to the
            Fund as part of the account of the  Participant  for whom the policy
            is held.

      (f)   If  Employer contributions are inadequate to pay all premiums on all
            insurance policies,  the Trustee may, at the option of the Employer,
            utilize other amounts remaining in each Participant's account to pay
            the premiums on his or her respective policy or policies,  allow the
            policies to lapse,  reduce the policies to a level at which they may
            be maintained,  or borrow against the policies on a prorated  basis,
            provided that the borrowing  does not  discriminate  in favor of the
            policies  on  the  lives  of  officers,   shareholders,  and  Highly
            Compensated Employees.

      (g)   On  retirement  or  termination  of employment of a Participant, the
            Employer   shall   direct  the   Trustee  to  cash   surrender   the
            Participant's  policy and credit the  proceeds to his or her account
            for  distribution  under the terms of the Plan.  However,  before so
            doing,  the Trustee  shall first offer to transfer  ownership of the
            policy to the Participant in exchange for payment by the Participant
            of the cash value of the policy at the time of transfer. Such


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<PAGE> 71


            payment  shall  be  credited  to  the   Participant's   account  for
            distribution   under  the  terms  of  the  Plan.  All  distributions
            resulting from the application of this paragraph shall be subject to
            the Joint and Survivor Annuity Rules of Article VIII, if applicable.

      (h)   The Employer shall be solely responsible to see that these insurance
            provisions  are  administered  properly  and  that if  there  is any
            conflict  between  the  provisions  of this  Plan and any  insurance
            contracts issued that the terms of this Plan will control.

13.6 EMPLOYER  INVESTMENT  DIRECTION If approved by the Employer in the Adoption
Agreement,  the Employer shall have the right to direct the Trustee with respect
to investments of the Fund, may appoint an investment manager  (registered as an
investment  advisor  under  the  Investment  Advisors  Act of  1940)  to  direct
investments,  or may give the Trustee sole investment management responsibility.
The Employer may purchase and sell interests in a registered  investment company
(i.e.,  mutual  funds)  for  which  the  Sponsor,  its  parent,  affiliates,  or
successors,  may serve as investment  advisor and receive  compensation from the
registered  investment  company for its  services  as  investment  advisor.  The
Employer  shall  advise the  Trustee  in  writing  regarding  the  retention  of
investment powers, the appointment of an investment  manager,  or the delegation
of investment powers to the Trustee.  Any investment  directive shall be made in
writing  by the  Employer  or  investment  manager,  as the case may be.  In the
absence of such written directive,  the Trustee shall  automatically  invest the
available  cash in its  discretion in an appropriate  interim  investment  until
specific  investment  directions are received.  Such instructions  regarding the
delegation of investment  responsibility  shall remain in force until revoked or
amended in writing.  The Trustee shall not be  responsible  for the propriety of
any directed investment made and shall not be required to consult with or advise
the Employer  regarding the investment  quality of any directed  investment held
hereunder. If the Employer fails to designate an investment manager, the Trustee
shall have full investment authority.  If the Employer does not issue investment
directions,  the  Trustee  shall have  authority  to invest the Fund in its sole
discretion.  While the  Employer  may direct the  Trustee  with  respect to Plan
investments, the Employer may not:

      (a)   borrow  from  the  Fund  or  pledge any of the assets of the Fund as
            security for a loan,

      (b)   buy property or assets from or sell property or assets to the Fund,

      (c)   charge any fee for services rendered to the Fund, or

      (d)   receive any services from the Fund on a preferential basis.

13.7 EMPLOYEE  INVESTMENT  DIRECTION If approved by the Employer in the Adoption
Agreement,  Participants  shall be given the option to direct the  investment of
their  personal  contributions  and their share of the  Employer's  contribution
among  alternative  investment  funds  established  as part of the overall Fund,
unless  otherwise  specified  by the Employer in the  Adoption  Agreement.  Such
investment funds shall be under the full control of the Trustee.  If investments
outside the  Trustee's  control are  allowed,  Participants  may not direct that
investments be made in collectibles,  other than U.S. Government or State issued
gold and silver coins. In this connection,  a Participant's  right to direct the
investment  of any  contribution  shall apply only to  selection  of the desired
fund. The following rules shall apply to the administration of such funds.

      (a)   At  the  time  an  Employee becomes eligible for the Plan, he or she
            shall complete an investment designation form stating the percentage
            of his or her contributions to be invested in the available funds.



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<PAGE> 72


      (b)   A  Participant may change his or her election with respect to future
            contributions  by filing a new investment  designation form with the
            Employer in accordance  with the procedures  established by the Plan
            Administrator.

      (c)   A  Participant  may  elect  to  transfer  all  or part of his or her
            balance from one investment  fund to another by filing an investment
            designation form with the Employer in accordance with the procedures
            established by the Plan Administrator.

      (d)   The  Employer  shall  be  responsible when transmitting Employee and
            Employer  contributions  to show the dollar amount to be credited to
            each investment fund for each Employee.

      (e)   Except  as  otherwise provided in the Plan, neither the Trustee, nor
            the  Employer,  nor any fiduciary of the Plan shall be liable to the
            Participant  or  any  of  his or  her  beneficiaries  for  any  loss
            resulting from action taken at the direction of the Participant.


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<PAGE> 72

                                   ARTICLE XIV

                              TOP-HEAVY PROVISIONS

14.1 APPLICABILITY OF RULES If the Plan is or becomes Top-Heavy in any Plan Year
beginning after December 31, 1983, the provisions of this Article will supersede
any conflicting provisions in the Plan or Adoption Agreement.

14.2 MINIMUM CONTRIBUTION  Notwithstanding any other provision in the Employer's
Plan, for any Plan Year in which the Plan is Top-Heavy or Super  Top-Heavy,  the
aggregate  Employer  contributions  and  forfeitures  allocated on behalf of any
Participant (without regard to any Social Security contribution) under this Plan
and any other Defined  Contribution  Plan of the Employer shall be the lesser of
3% of such  Participant's  Compensation  or the largest  percentage  of Employer
contributions  and  forfeitures,  as a  percentage  of the  first  $200,000,  as
adjusted  under  Code  Section  415(d),  of  the  Key  Employee's  Compensation,
allocated on behalf of any Key Employee for that year.

Each  Participant  who is employed  by the  Employer on the last day of the Plan
Year shall be  entitled  to  receive an  allocation  of the  Employer's  minimum
contribution  for such Plan Year.  The minimum  allocation  applies  even though
under other Plan provisions the  Participant  would not otherwise be entitled to
receive an allocation,  or would have received a lesser  allocation for the year
because the Participant  fails to make Voluntary  Contributions to the Plan, the
Participant's  Compensation  is less than a stated  amount,  or the  Participant
fails to complete  1,000 Hours of Service (or such lesser  number  designated by
the  Employer  in the  Adoption  Agreement)  during  the  Plan  Year.  A  Paired
profit-sharing  plan  designated to provide the minimum  Top-Heavy  contribution
must do so  regardless  of profits.  An Employer may make the minimum  Top-Heavy
contribution available to all Participants or just non-Key Employees. Unless the
Employer specifies  otherwise in the Adoption  Agreement,  the minimum Top-Heavy
contribution will be allocated to the accounts of all eligible Participants even
if they are Key Employees.

For  purposes of  computing  the  minimum  allocation,  Compensation  shall mean
Compensation as defined in paragraph 1.12(c) of the Plan.

The Top-Heavy  minimum  contribution  does not apply to any  Participant  to the
extent the  Participant  is covered  under any other plan(s) of the Employer and
the Employer has provided in the Adoption  Agreement that the minimum allocation
or benefit  requirements  applicable to Top-Heavy Plans will be met in the other
plan(s).

If a Key Employee  makes an Elective  Deferral or has an  allocation of Matching
contributions  made to his or her account,  a Top-Heavy minimum will be required
for all  non-Key  Employees  who are  Participants.  However,  neither  Elective
Deferrals by nor Matching  Contributions to non-Key  Employees may be taken into
account  for  purposes  of  satisfying   the  Top-Heavy   minimum   contribution
requirement.

14.3  MINIMUM  VESTING  For any Plan Year in which this Plan is  Top-Heavy,  the
minimum vesting  schedule  elected by, or deemed elected by, the Employer in the
Adoption Agreement will automatically apply to the Plan. If the vesting schedule
selected by the  Employer in the  Adoption  Agreement  is less  liberal than the
allowable schedule, the schedule will be automatically  modified. If the vesting
schedule under the Plan shifts in or out of the Top-Heavy  schedule for any Plan
Year,  such shift is an  amendment  to the vesting  schedule and the election in
paragraph 9.8 of the Plan applies.  The minimum vesting  schedule applies to all
accrued  benefits  within the meaning of Code  Section  411(a)(7)  except  those
attributable to Employee  contributions,  including  benefits accrued before the
effective  date of Code Section 416 and benefits  accrued before the Plan became
Top-Heavy.  Further,  no reduction in vested benefits may occur in the event the
Plan's status as Top-Heavy  changes for any Plan Year.  However,  this paragraph
does not apply to the account balances of any Employee who does not have an Hour
of Service after the Plan initially becomes


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<PAGE> 73



Top-Heavy  and  such  Employee's   account  balance   attributable  to  Employer
contributions  and  forfeitures  will  be  determined  without  regard  to  this
paragraph.


                                       66

<PAGE> 74

                                   ARTICLE XV

                            AMENDMENT AND TERMINATION

15.1  AMENDMENT BY SPONSOR The Sponsor of this Regional  Prototype may amend any
or all  provisions of this Plan and Trust Account at any time without  obtaining
the  approval or consent of any  Employer  which has adopted this Plan and Trust
Account  provided  that no amendment  shall  authorize or permit any part of the
corpus or income of the Fund to be used for or diverted  to purposes  other than
for the exclusive benefit of Participants and their beneficiaries,  or eliminate
an optional form of  distribution.  In the case of a  mass-submitted  plan,  the
mass-submitter shall amend the Plan on behalf of the Sponsor.

15.2  AMENDMENT  BY EMPLOYER  The  Employer may amend any option in the Adoption
Agreement, and may include language as permitted in the Adoption Agreement,

      (a)   to satisfy Code Section 415,

      (b)   to  avoid  duplication of minimums under Code Section 416 because of
            the required aggregation of multiple plans,

The Employer may add certain model amendments  published by the Internal Revenue
Service which  specifically  provide that their adoption will not cause the Plan
to be treated as individually designed.

An Employer that has adopted a  Standardized  Regional  Prototype Plan (Adoption
Agreements  001, 002, 003,  007, or 008) may amend the trust  document  provided
such  amendment  merely  involves the  specifications  of the names of the Plan,
Employer,  Trustee, Plan Administrator and other fiduciaries,  the Trust year or
the name of any pooled Trust in which the Plan's Trust will participate.

An Employer that has adopted a Nonstandardized Regional Prototype Plan (Adoption
Agreement  004,  005 or 006)  will  not be  considered  to have an  individually
designed plan merely because the Employer  amends  administrative  provisions of
the Trust  document (such as provisions  relating to  investments  and duties of
Trustees) so long as the amended  provisions  are not in conflict with any other
provision  of the Plan and do not cause the plan to fail to  qualify  under Code
Section 401(a).

If the Employer  amends the Plan and Trust Account other than as provided above,
the Employer's Plan shall no longer  participate in this Prototype Plan and will
be considered an individually designed plan for which the Employer must obtain a
separate determination letter.

15.3 TERMINATION Employers shall have the right to terminate their Plans upon 60
days  notice in writing to the  Trustee.  If the Plan is  terminated,  partially
terminated,  or if there is a complete  discontinuance of contributions  under a
profit-sharing  plan  maintained  by the Employer,  all amounts  credited to the
accounts of Participants shall vest and become  nonforfeitable.  In the event of
termination,  the  Employer  shall  direct  the  Trustee  with  respect  to  the
distribution  of accounts to or for the  exclusive  benefit of  Participants  or
their beneficiaries.  In the event of a partial termination,  only those who are
affected by such  partial  termination  shall be fully  vested.  In the event of
termination,  the  Trustee  shall  dispose  of the Fund in  accordance  with the
written directions of the Plan Administrator, provided


                                       67

<PAGE> 75


that no liquidation of assets and payment of benefits, (or provision therefore),
shall  actually be made by the  Trustee  until  after it is  established  by the
Employer  in  a  manner  satisfactory  to  the  Trustee,   that  the  applicable
requirements, if any, of the Employee Retirement Income Security Act of 1974 and
the Internal  Revenue Code governing the termination of employee  benefit plans,
have been or are  being,  complied  with,  or that  appropriate  authorizations,
waivers, exemptions, or variances have been, or are being obtained.

15.4  QUALIFICATION OF EMPLOYER'S PLAN If the adopting  Employer fails to attain
or retain Internal Revenue Service qualification,  such Employer's Plan shall no
longer  participate  in this Regional  Prototype  Plan and will be considered an
individually designed plan.

15.5  MERGERS AND CONSOLIDATIONS

      (a)   In  the  case  of any merger or consolidation of the Employer's Plan
            with, or transfer of assets or liabilities  of the  Employer's  Plan
            to, any other plan,  Participants  in the  Employer's  Plan shall be
            entitled  to  receive   benefits   immediately   after  the  merger,
            consolidation,  or transfer  which are equal to or greater  than the
            benefits they would have been entitled to receive immediately before
            the  merger,  consolidation,  or  transfer  if  the  Plan  had  then
            terminated.

      (b)   In  the  event  that the Trustee is an institution, that corporation
            into which the  Trustee or any  successor  trustee  may be merged or
            with which it may be consolidated, or any corporation resulting from
            any merger or  consolidation  to which the Trustee or any  successor
            trustee  may  be a  party,  or  any  corporation  to  which  all  or
            substantially all the trust business of the Trustee or any successor
            trustee may be  transferred,  shall be the successor of such Trustee
            without the filing of any  instrument or  performance of any further
            act, before any court.

15.6  RESIGNATION  AND REMOVAL  The Trustee may resign by written  notice to the
Employer  or may be removed by written  notice  from the  Employer.  Either such
notification  shall be  effective  60 days  after  delivery.  The  Employer  may
discontinue its participation in this Prototype Plan and Trust Account effective
upon 60 days written  notice to the Sponsor.  In such event the Employer  shall,
prior to the effective  date thereof,  amend the Plan to eliminate any reference
to this  Prototype  Plan and Trust  Account and  appoint a successor  trustee or
arrange for another  funding  agent.  The Trustee  shall deliver the Fund to its
successor  on the  effective  date of the  resignation  or  removal,  or as soon
thereafter  as  practicable,  provided  that  this  shall not waive any lien the
Trustee,  if an  institution,  may have  upon the Fund for its  compensation  or
expenses.  If the Employer fails to appoint a successor trustee with the said 60
days, or such longer period as the Trustee may specify in writing,  the Employer
shall be deemed the  successor  trustee.  The Employer  must then obtain its own
determination letter.

15.7 QUALIFICATION OF PROTOTYPE The Sponsor intends that this Regional Prototype
Plan will meet the requirements of the Code as a qualified Prototype  Retirement
Plan and Trust  Account.  Should the  Commissioner  of  Internal  Revenue or any
delegate  of the  Commissioner  at any time  determine  that the Plan and  Trust
Account fails to meet the  requirements  of the Code, the Sponsor will amend the
Plan and Trust Account to maintain its qualified status.



                                       68

<PAGE> 76



                                   ARTICLE XVI

                                  GOVERNING LAW

Construction,  validity and administration of the Regional Prototype  Retirement
Plan and Trust,  and any  Employer  Plan and Trust as embodied  in the  Regional
Prototype  document and accompanying  Adoption  Agreement,  shall be governed by
Federal law to the extent  applicable  and to the extent not  applicable  by the
laws of the  State/Commonwealth in which the principal office of the Employer is
located.




                                       69

<PAGE> 77


                     PART I - SECTION 401(A)(17) LIMITATION
                     [MAY BE ADOPTED BY DEFINED CONTRIBUTION
                           AND DEFINED BENEFIT PLANS]

In  addition  to  other  applicable  limitations  set  forth  in the  Plan,  and
notwithstanding any other provision of the Plan to the contrary,  for Plan Years
beginning on or after January 1, 1994, the annual  Compensation of each Employee
taken  into  account  under  the Plan  shall  not  exceed  the  OBRA '93  annual
compensation  limit.  The OBRA '93 annual  compensation  limit is  $150,000,  as
adjusted by the  Commissioner  for increases in the cost of living in accordance
with Section  401(a)(17)(B) of the Internal Revenue Code. The  cost-of-living in
effect for a calendar year applies to any period, not exceeding 12 months,  over
which  Compensation  is  determined  (determination  period)  beginning  in such
calendar year. If a determination  period consists of fewer than 12 months,  the
OBRA '93  annual  compensation  limit  will be  multiplied  by a  fraction,  the
numerator of which is the number of months in the determination  period, and the
denominator of which is 12.

For Plan Years beginning on or after January 1, 1994, any reference in this Plan
to the limitation  under Section  401(a)(17) of the Code shall mean the OBRA '93
annual compensation limit set forth in this provision.

If  Compensation  for any prior  determination  period is taken into  account in
determining  an  Employee's  benefits  accruing  in the current  Plan Year,  the
Compensation  for that  prior  determination  period is  subject to the OBRA '93
annual  compensation  limit in effect for that prior  determination  period. For
this purpose,  for  determination  periods beginning before the first day of the
first Plan Year  beginning  on or after  January  1,  1994,  the OBRA '93 annual
compensation limit is $150,000.


                                       70

<PAGE> 78


                                 MODEL AMENDMENT
                             REVENUE PROCEDURE 93-47

(This  model  amendment  allows   Participants   receiving   distribution   from
safe-harbored profit sharing plans to waive the 30-day period required under the
Unemployment  Compensation  Act of 1992.  Non-safe  harbored  plans  must  still
provide  notice  not less  than 30 days and not more  than 90 days  prior to the
distribution.)

If a  distribution  is one to which Section  401(a)(11)  and 417 of the Internal
Revenue Code do not apply,  such  distribution  may  commence  less than 30 days
after the  notice  required  under  Section  1.411(a)-11(c)  of the  Income  Tax
Regulations is given, provided that:

          (1)     the  plan  administrator  clearly informs the Participant that
                  the  Participant  has a right to a period  of at least 30 days
                  after receiving the notice to consider the decision of whether
                  or  not  to  elect  a  distribution  (and,  if  applicable,  a
                  particular distribution option), and

          (2)     the  Participant,  after  receiving  the notice, affirmatively
                  elects a distribution.



                                       71

<PAGE> 79

                                                              REGIONAL PROTOTYPE
                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012

                                 NONSTANDARDIZED

                               ADOPTION AGREEMENT

                               REGIONAL AGREEMENT

                    PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
                                 PLAN AND TRUST

                                  SPONSORED BY

                                      SBERA

The Employer  named below hereby  establishes a Cash or Deferred  Profit-Sharing
Plan for  eligible  Employees  as provided in this  Adoption  Agreement  and the
accompanying Regional Prototype Plan and Trust Basic Plan Document #R1.

 1.      EMPLOYER INFORMATION

         NOTE: IF  MULTIPLE  EMPLOYERS  ARE  ADOPTING  THE PLAN,  COMPLETE  THIS
               SECTION  BASED ON THE LEAD  EMPLOYER.  ADDITIONAL  EMPLOYERS  MAY
               ADOPT THIS PLAN BY ATTACHING EXECUTED SIGNATURE PAGES TO THE BACK
               OF THE EMPLOYER'S ADOPTION AGREEMENT.

         (a)   NAME AND ADDRESS:

               BERKSHIRE BANK
               24 NORTH STREET
               PITTSFIELD, MA  01201

         (b)   TELEPHONE NUMBER:       (413) 236-3150

         (c)   TAX ID NUMBER:          04-3312097

         (d)   FORM OF BUSINESS:

               [ ]  (i)   Sole Proprietor

               [ ]  (ii)  Partnership

               [x]  (iii) Corporation

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

               [ ]  (v)   Other:  ______



                                       1

<PAGE> 80

                                                              REGIONAL PROTOTYPE
                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012

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

               LINDA A. JOHNSTON

         (f)   NAME OF PLAN:     SBERA 401(K) PLAN AS ADOPTED BY
                                 BERKSHIRE BANK

         (g)   THREE DIGIT PLAN NUMBER
                 FOR ANNUAL RETURN/REPORT:   002


2.       EFFECTIVE DATE

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

         (b)   This is an amended Plan.

               The effective date of the original Plan was APRIL 1, 1993.
                                                           -------------

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

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

3.       DEFINITIONS

         (a)   "Collective or Commingled Funds"

               [ ]  (i)   Not Applicable - Non-Institutional Trustee.

               [x]  (ii)  Investment  in  collective  or  commingled   funds  as
                          permitted  at  paragraph  13.3(b)  of the  Basic  Plan
                          Document  #R1  shall  only be  made  to the  following
                          specifically named fund(s):.

                          SBERA COMMON AND COLLECTIVE TRUST
                          ---------------------------------
                          ---------------------------------
                          ---------------------------------

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

         (b)   "Compensation" [paragraph 1.12]

               (i)   Compensation  Measurement  Period - Compensation  shall  be
                     determined on the basis of the:

                                        2

<PAGE> 81

                                                              REGIONAL PROTOTYPE
                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012

                     [x]   (1)   Plan Year.

                     [ ]   (2)   Employer's Taxable Year.

                     [ ]   (3)   Calendar Year.

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

                     [ ]   (4)   Code Section 6041 and 6051 Compensation

                     [x]   (5)   Code Section 3401(a) Compensation, or

                     [ ]   (6)   Code Section 415 Compensation.

               (ii)  Application of Salary Savings Agreements:

                     Compensation  shall  exclude  Employer  contributions  made
                     pursuant to a Salary Savings Agreement under:

                     [ ]   (1)   Not applicable, no such agreement exists.

                     [x]   (2)   Not applicable, no Employer contributions  made
                                 pursuant to a Salary Savings Agreement shall be
                                 excluded.

                     [ ]   (3)   A  Cash  or Deferred  Profit-Sharing Plan under
                                 Code  Section  401(k)  or  Simplified  Employee
                                 Pension under Code Section 402(h)(1)(B).

                     [ ]   (4)   A flexible benefit plan under Code Section 125.

                     [ ]   (5)   A  tax  deferred  annuity  under  Code  Section
                                 403(b).

               (iii) Exclusions From Compensation:

                     (1)   overtime.

                     (2)   bonuses.

                     (3)   commissions.

                     (4)   _____________________

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

                                         3


<PAGE> 82
                                                              REGIONAL PROTOTYPE
                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012


                     Elective Deferrals [Section 7(b)]                       2
                                                                           -----

                     Matching Contributions [Section 7(c)]                   2
                                                                           -----

                     Qualified Non-Elective Contributions [Section 7(d)]
                     and Non-Elective Contributions [Section 7(e)]
                                                                           -----
               (iv)  Maximum Compensation

                     For purposes of the Plan,  Compensation shall be limited to
                     $____________,  the maximum amount which will be considered
                     for Plan  purposes.  [If an  amount is  specified,  it will
                     limit the  amount  of  contributions  allowed  on behalf of
                     higher compensated Employees. Completion of this section is
                     not intended to coordinate  with the $200,000 limit of Code
                     Section  415(d),  thus the  amount  should be less than the
                     $200,000 limit as adjusted for cost-of-living increases.]

         (c)   "Entry Date" [paragraph 1.30]

               (i)  The first day of the Plan  Year  during  which  an  Employee
                    meets the eligibility requirements.

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

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

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

               (v) The  first  day of the month coinciding with or following the
                    date  on   which   an   Employee   meets   the   eligibility
                    requirements.

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

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


                                        4

<PAGE> 83

                                                              REGIONAL PROTOTYPE
                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012

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

               For Discretionary Profit-Sharing Contributions
               under 7(e), (f) and (g)                                     V
                                                                       ---------

               For all other contributions (Option (i) not
               available for these contributions)                          V
                                                                       ---------

         (d)   "Hour of Service" [paragraph 1.41]

               Shall be  determined on the basis of the method  selected  below.
               Only one method may be  selected.  The method  selected  shall be
               applied to all Employees covered under the Plan as follows:

               [x]  (i)   On  the basis of actual hours for which an Employee is
                          paid or entitled to payment.

               [ ]  (ii)  On the  basis of days  worked.  An  Employee  shall be
                          credited  with ten  (10)  Hours  of  Service  if under
                          paragraph  1.41 of the Basic  Plan  Document  #R1 such
                          Employee  would be credited with at least one (1) Hour
                          of Service during the day.

               [ ]  (iii) On the basis of weeks  worked.  An Employee  shall  be
                          credited  with  forty-five  (45)  Hours of  Service if
                          under  paragraph  1.41 of the Basic Plan  Document #R1
                          such Employee  would be credited with at least one (1)
                          Hour of Service during the week.

               [ ]  (iv) On  the  basis  of  semi-monthly  payroll  periods.  An
                          Employee shall be credited with ninety-five (95) Hours
                          of Service if under  paragraph  1.41 of the Basic Plan
                          Document #R1 such  Employee  would be credited with at
                          least one (1) Hour of Service during the  semi-monthly
                          payroll period.

               [ ]   (v)  On the basis of months worked.  An  Employee  shall be
                          credited  with   one-hundred-ninety   (190)  Hours  of
                          Service  if under  paragraph  1.41 of the  Basic  Plan
                          Document #R1 such  Employee  would be credited with at
                          least one (1) Hour of Service during the month.

         (e)   "Limitation Year" [paragraph 1.44]

               The  12-consecutive  month  period  commencing  on  JANUARY 1 and
                                                                   ---------
               ending on DECEMBER 31.
                         -----------

                                        5

<PAGE> 84

                                                              REGIONAL PROTOTYPE
                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012

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

         (f)   "Net Profit"

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

               [ ]  (ii)  As defined  in  paragraph  1.48   of  the  Basic  Plan
                          Document #R1.

               [ ]  (iii) Shall be defined as:

                          -------------------------
                          -------------------------
                          (Only use if definition in paragraph 1.48 of the Basic
                          Plan Document #R1 is to be superseded.)

         (g)   "Plan Year" [paragraph 1.57]

               The  12-consecutive  month  period  commencing  on  JANUARY 1 and
                                                                   ---------
               ending on DECEMBER 31.
                         -----------
               If applicable, the Plan Year will be a short Plan Year commencing
               on __________ and ending on _____________.  Thereafter,  the Plan
               Year shall end on the date last specified above.

         (h)   "Qualified Early Retirement Age"

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

         (i)   "Qualified Joint and Survivor Annuity"

               The  safe-harbor  provisions  of paragraph  8.7 of the Basic Plan
               Document #R1 [x] are [ ] are not  applicable.  If not applicable,
               the survivor annuity shall be ______% (50%, 66-2/3%, 75% or 100%)
               of the annuity  payable during the lives of the  Participant  and
               Spouse. If no answer is specified, 50% will be used.

         (j)   "Taxable Wage Base" [paragraph 1.63]

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

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

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

                                       6

<PAGE> 85
                                                              REGIONAL PROTOTYPE
                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012


               [ ]  (iv) $__________, provided that such amount is not in excess
                         of  the  amount  determined  under  paragraph  3(j)(ii)
                         above.

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

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

         (k)   "Valuation Date(s)"

                         Allocations  to  Participant  Accounts  will be done in
                         accordance  with  Article V of the Basic Plan  Document
                         #R1:

                         (i)   Daily             (v)   Quarterly

                         (ii)  Weekly            (vi)  Semi-Annually

                         (iii) Monthly           (vii) Annually

                         (iv)  Bi-Monthly

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

<TABLE>
<CAPTION>
                         Type of Contribution(s)                              Valuation Date(s)
                         -----------------------                              -----------------
                         <S>                                                          <C>
                         After-Tax Voluntary Contributions [Section 6(b)]
                                                                                  ---------

                         Elective Deferrals [Section 6(a)]                            i
                                                                                  ---------

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

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

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

                         Minimum Top-Heavy Contributions [Section 7(i)]               i
                                                                                  ---------
</TABLE>

                                       7
<PAGE> 86

                                                              REGIONAL PROTOTYPE
                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012

      (l)   "Year of Service"

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

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

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

4.    ELIGIBILITY REQUIREMENTS [ARTICLE II]

      (a)   Service:

            (i) For Elective  Deferrals,  and Required  Voluntary  Contributions
                or Employer  Contributions  [unless specified  otherwise at (ii)
                below]:

                [ ]  (1)   The Plan shall have no service requirement.

                [x]  (2)   The Plan shall cover only Employees having  completed
                           at  least  1 [not  more  than  three  (3)]  Years  of
                           Service. If more than one (1) is specified,  for Plan
                           Years beginning in 1989 and later, the answer will be
                           deemed to be one (1).

           (ii) For contributions   [not  covered  at  (i)  above]  specify  the
                Service requirements below:

                                                      Service
                  Type of Contribution              Requirement
                  --------------------              -----------

                  Employer Matching
                                                    -----------

                  Qualified Non-Elective
                                                    -----------

                  Descretionary Profit-Sharing
                                                    -----------

                  Required Voluntary
                                                    -----------


                                       8

<PAGE> 87

                                                              REGIONAL PROTOTYPE
                                                                CASH OR DEFERRED
                                                             PROFIT-SHARING PLAN
                                                                            #012


                Not more than three (3) years may be specified. If more than two
                (2) years is  specified,  for Plan Years  beginning  in 1989 and
                later, the requirement will be deemed to be two (2) years.

            NOTE: If  the  eligibility   period   selected  is  or   includes  a
                  fractional  year, an Employee will not be required to complete
                  any specified number of Hours of Service to receive credit for
                  such  period.  Participants  will be  eligible  for  Top-Heavy
                  minimum  contributions after the period in (i) above, assuming
                  they satisfy the other requirements of this Section 4.

      (b)   Age:

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

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

      (c)   Classification:

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

            [ ] (i)   No exceptions.

            [x] (ii)  The Plan  shall exclude  Employees  included  in a unit of
                      Employees  covered by a  collective  bargaining  agreement
                      between the  Employer  and  Employee  Representatives,  if
                      retirement   benefits  were  the  subject  of  good  faith
                      bargaining.   For  this   purpose,   the  term   "Employee
                      Representative"  does not  include any  organization  more
                      than half of whose  members are  Employees who are owners,
                      officers, or executives of the Employer.

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

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

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

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      (d)   Employees on Effective Date:

            [ ]  (i)   Not Applicable.   All  Employees  will  be  required   to
                       satisfy both the age and Service  requirements  specified
                       above.

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

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


5.    RETIREMENT AGES

      (a)   Normal Retirement Age:

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

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

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

      (b)   Early Retirement Age:

            [ ]   (i)   Not Applicable.

            [x]   (ii)  The Plan shall have an Early Retirement Age of  55  (not
                        less than 55) and  completion of  ____________  Years of
                        Service.

6.    EMPLOYEE CONTRIBUTIONS

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

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

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

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

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

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


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

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

             [ ] (i)  ___________% of Compensation.

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

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

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


7.    EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF

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

      (a)   Profits Requirement:

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

                 [  ]  (A)   Matching Contributions.

                 [  ]  (B)   Qualified Non-Elective Contributions.

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                 [  ]  (C)   Discretionary Contributions.

           (ii)  No Net Profits are required for:

                 [x]   (A)   Matching Contributions.

                 [  ]  (B)   Qualified Non-Elective Contributions.

                 [x]   (C)   Discretionary Contributions.

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

[x]  (b)      Salary Savings Agreement:

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

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

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

              [x] (ii)  until  the  first  day of the [x] next valuation period.
                        [ ] second valuation period following  termination.  [ ]
                        third valuation period following termination.

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

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

              [x]   (i)  PERCENTAGE MATCH:  The  Employer  shall  contribute and
                         allocate  to each  eligible  Participant's  account  an
                         amount  equal  to 100% of the  amount  contributed  and
                         allocated in accordance  with  paragraph 7(b) above and
                         (if  checked)  _______% of [ ] the amount of  Voluntary
                         Contributions  made in accordance with paragraph 4.1 of
                         the Basic Plan  Document  #R1. The  Employer  shall not
                         match Participant  Elective Deferrals as provided above
                         in  excess  of  $______  or  in  excess  of 3 % of  the
                         Participant's

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                         Compensation or if applicable,  Voluntary Contributions
                         in excess of  $_______  or in excess of  ______% of the
                         Participant's Compensation.  In no event will the match
                         on both Elective Deferrals and Voluntary  Contributions
                         exceed a combined amount of $______ or ________%.


              [ ]   (ii) DISCRETIONARY MATCH:  The Employer shall contribute and
                         allocate  to  each  eligible  Participant's  account  a
                         percentage  of  the  Participant's   Elective  Deferral
                         contributed  and allocated in accordance with paragraph
                         7(b)  above.  The  Employer  shall set such  percentage
                         prior to the end of the Plan Year.  The Employer  shall
                         not match Participant  Elective  Deferrals in excess of
                         $_____ or in  excess  of  _____%  of the  Participant's
                         Compensation.

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

                         _______% of the next ____________% of the Participant's
                         Compensation, to the extent deferred.

                         ___________%   of  the   next   ____________%   of  the
                         Participant's  Compensation,  to the  extent  deferred.


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

              [ ]   (iv) Flat  Dollar  Match:  The Employer shall contribute and
                         allocate to each  Participant's  account $______ if the
                         Participant defers at least 1% of Compensation.

              [ ]   (v)  PERCENTAGE OF COMPENSATION MATCH:  The  Employer  shall
                         contribute and allocate to each  Participant's  account
                         ___% of Compensation if the Participant defers at least
                         1% of Compensation.

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

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

                          [ ]  (A)   All Matching Contributions.

                          [ ]  (B)   None.

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


                          [ ]  (D)   up to ____________% of  each  Participant's
                                     Compensation.

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

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

                          [x]  (A)   weekly

                          [ ]  (B)   bi-weekly

                          [ ]  (C)   semi-monthly

                          [ ]  (D)   monthly

                          [ ]  (E)   quarterly

                          [ ]  (F)   semi-annually

                          [ ]  (G)   annually

                  (ix)   ELIGIBILITY FOR MATCH: Employer Matching Contributions,
                         whether or not Qualified, will only be made on Employee
                         Contributions not withdrawn prior to the end of the [x]
                         valuation period [ ] Plan Year.

[ ]  (d)  Qualified Non-Elective Employer Contribution - [See paragraphs (h) and
          (i)] These contributions are fully vested when contributed.

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

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

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

          Qualified non-Elective Contributions will be made to:

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          [ ] (iii) All Employees eligible to participate.

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

[x] (e)   Additional  Employer  Contribution  Other  Than Qualified Non-Elective
          Contributions - Non-Integrated [See paragraphs (h) and (i)]

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

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

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

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

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

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

         NOTE: If  the  Plan  is  not  Top-Heavy  or  if  the Top-Heavy  minimum
               contribution  or  benefit is  provided  under  another  Plan [see
               Section 11(d)(ii)] covering the same Employees, subparagraphs (i)
               and (ii) above may be disregarded  and 5.7%,  4.3% or 5.4% may be
               substituted  for 2.7%,  1.3% or 2.4%  where it  appears  in (iii)
               above.

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

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

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

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

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

     (h)    Allocation of Excess Amounts (Annual Additions)

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

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

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


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     (i)    Minimum Employer Contribution Under Top-Heavy Plans:

            For any Plan Year during which the Plan is Top-Heavy, the sum of the
            contributions  and  forfeitures  as allocated to eligible  Employees
            under  paragraphs  7(d),  7(e),  7(f),  7(g) and 9 of this  Adoption
            Agreement shall not be less than the amount required under paragraph
            14.2 of the Basic Plan  Document  #R1.  Top-Heavy  minimums  will be
            allocated to:

            [x]   (i)   all eligible Participants.

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


     (j)    Return   of   Excess   Contributions   and/or   Excess     Aggregate
            Contributions:

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

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

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

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

8.    ALLOCATIONS TO TERMINATED EMPLOYEES [PARAGRAPH 5.3]

      [ ]  (a)  The Employer will not allocate  Employer  related  contributions
                to Employees who terminate  during a Plan Year,  unless required
                to satisfy  the  requirements  of Code  Section  401(a)(26)  and
                410(b).   (These   requirements   are  effective  for  1989  and
                subsequent Plan Years.)

                                       17

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

                Matching              Other
                --------              -----

                [x]                   [x]  (i)   Retirement.

                [x]                   [x]  (ii)  Disability.

                [x]                   [x]  (iii) Death.


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

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

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


9.    ALLOCATION OF FORFEITURES

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

      (a)    Allocation Alternatives:

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

                                       18

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

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

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

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

                         [  ]  all eligible Participants under the Plan.

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

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

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

                         [  ]  all eligible Participants.

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

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

      [ ]   (iv)  Forfeitures shall be applied to offset administrative expenses
                  of the Plan. If forfeitures exceed these expenses, (iii) above
                  shall apply.

(b)    Date for Reallocation:

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

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

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

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

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

    (c)   Restoration of Forfeitures:

          If amounts are forfeited  prior to five  consecutive  1-year Breaks in
          Service,  the  Funds  for  restoration  of  account  balances  will be
          obtained from the following  resources in the order indicated (fill in
          the appropriate number):

          [ ]   (i)   Current year's forfeitures.

          [ ]   (ii)  Additional Employer contribution.

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

    (d)   Forfeitures of Excess Aggregate Contributions shall be:

          [ ]   (i)   Applied to reduce Employer contributions.

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

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

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10.   CASH OPTION


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

      [x]  (b)  Not Applicable.


11.   LIMITATIONS ON ALLOCATIONS [ARTICLE X]

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

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

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

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

            [x] (i)   the provisions of Article X of the Basic Plan Document #R1
                      will apply, as if the other plan were a Regional Prototype
                      Plan.

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

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

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

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

             [ ]  (i)   This Plan.

             [x]  (ii)  SBERA  PENSION   PLAN  AS   ADOPTED  BY
                        ---------------------------------------
                        BERKSHIRE  BANK
                        ---------------
                        (Name of other qualified plan of the Employer).

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

12.   VESTING [ARTICLE IX]

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

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

      (a)   Computation Period:

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

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

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

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

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

(b)   Vesting Schedules:

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

      (i)   Full and immediate vesting.

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

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

            (ii)         %     100%
            (iii)        %        %     100%
            (iv)         %      20%      40%      60%      80%     100%
            (v)          %        %      20%      40%      60%      80%   100%
            (vi)       10%      20%      30%      40%      60%      80%   100%



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            (vii)        %        %        %        %     100%
            (viii)       %        %        %        %        %        %   100%

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

            [x]  All contributions  other than those which are fully vested when
                 contributed will vest under schedule i above.
                                                     ---
            [ ]  Contributions  other  than  those  which  are fully vested when
                 contributed will vest as provided below:

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


             ----------              7(c) Employer Match on Salary Savings
             ----------              7(c) Employer Match on Employee Voluntary
             ----------              7(e) Employer Discretionary
             ----------              7(f)&(g) Employer Discretionary-Integrated

      (c)   Service disregarded for Vesting:

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

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

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

13.   SERVICE WITH PREDECESSOR ORGANIZATION

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

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

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14.   ROLL OVER/TRANSFER CONTRIBUTIONS

      (a)   Rollover  Contributions,  as described at paragraph 4.3 of the Basic
            Plan  Document  #R1,  [x]  shall  [ ]  shall  not be  permitted.  If
            permitted, Employees [x] may [ ] may not make Rollover Contributions
            prior to meeting the eligibility  requirements for  participation in
            the Plan.

      (b)   Transfer Contributions,  as  described at paragraph 4.4 of the Basic
            Plan  Document  #R1,  [x]  shall  [ ]  shall  not be  permitted.  If
            permitted,  Employees  [x]  may [ ] may not  Transfer  Contributions
            prior to meeting the eligibility  requirements for  participation in
            the Plan.

      NOTE: Even  if  available,  the  Employer   may  refuse  to  accept   such
            contributions  if its Plan meets the safe-harbor  rules of paragraph
            8.7 of  the  Basic  Plan  Document  #R1.

15.  HARDSHIP  WITHDRAWALS

     Hardship  withdrawals,  as provided for in paragraph  6.9 of the Basic Plan
     Document #R1, [x] are [ ] are not permitted.

16.  PARTICIPANT LOANS

     Participant  loans,  as provided  for in  paragraph  13.4 of the Basic Plan
     Document #R1, [x] are [ ] are not  permitted.  If permitted,  repayments of
     principal and interest shall be repaid to [ ] the Participant's  segregated
     account or [ ] the general Fund.

17.  INSURANCE POLICIES

     The insurance  provisions of paragraph  13.5 of the Basic Plan Document #R1
     [  ] shall [x] shall not be applicable.

18.  EMPLOYER INVESTMENT DIRECTION

     The Employer  investment  direction  provisions,  as set forth in paragraph
     13.6 of the Basic Plan Document #R1, [ ] shall [x] shall not be applicable.

19.   EMPLOYEE INVESTMENT DIRECTION

     (a) The Employee investment direction provisions, as set forth in paragraph
         13.7 of the  Basic  Plan  Document  #R1,  [x]  shall  [ ] shall  not be
         applicable.

         If applicable, Participants may direct their investments:

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

         [x]   (ii)  among any allowable investments.

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

         [x]   (i)   All Contributions.

         [ ]   (ii)  Elective Deferrals.

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

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

         [ ]   (v)   Employer Qualified Matching Contributions.

         [ ]   (vi)  Other Employer Matching Contributions.

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

         [ ]   (viii)Employer Discretionary Contributions.

         [ ]   (ix)  Rollover Contributions.

         [ ]   (x)   Transfer Contributions.

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

       NOTE: To  the  extent  that  Employee investment direction was previously
             allowed,  it shall  continue to be allowed on those amounts and the
             earnings thereon.

20.   EARLY PAYMENT OPTION

      (a)  A Participant who separates from Service prior to  retirement,  death
           or Disability  [x] may [ ] may not make  application  to the Employer
           requesting an early payment of his or her vested account balance.

      (b)  A Participant who has not separated from Service [  ] may [x] may not
           obtain a distribution  of his or her vested  Employer  contributions.
           Distribution can only be made if the Participant is 100% vested.

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

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

21.   DISTRIBUTION OPTIONS

      (a)   Timing of Distributions:

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

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

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

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

            [ ] (iv)  As soon as  administratively feasible, after the close  of
                      the  Plan  Year  during  which  the   Participant   incurs
                      _________ consecutive one-year Breaks in Service.

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

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

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

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

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

      (b)   Optional Forms of Payment:

            [ ] (i)   Lump Sum.

            [x] (ii)  Installment Payments.

            [ ] (iii) Life Annuity*.

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

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

            [ ]  (vi)  Other form(s) specified: ____________________________

            *Not available in Plan meeting  provisions of paragraph 8.7 of Basic
            Plan Document #R1.

      (c)   Recalculation of Life Expectancy:

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

            If "shall",

            [ ]  only the Participant shall be recalculated.

            [ ]  both the Participant and Spouse shall be recalculated.

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


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22.   SIGNATURES

      (a)   EMPLOYER:

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


            This  agreement  and the  corresponding  provisions  of the Plan and
            Trust Basic Plan  Document #R1 were adopted by the Employer the 18th
                                                                            ----
            day of February, 2000.
                   --------  ----

            Signed for the Employer by:

            Title:  Vice President, Human Resources

            Signature:                            /s/ Linda A. Johnston
                                                  ---------------------

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


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

            This Adoption  Agreement may only be used in conjunction  with Basic
            Plan Document #R1.




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22.   SIGNATURES

      (a)   EMPLOYER:

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


            This  agreement  and the  corresponding  provisions  of the Plan and
            Trust Basic Plan  Document #R1 were adopted by the Employer the 15th
                                                                            ----
            day of February, 2000.
                   --------  ----

            Signed for the Employer by:

            Title:     Personnel Officer

            Signature:                            /s/
                                                  ----------------------------

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


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

            This Adoption  Agreement may only be used in conjunction  with Basic
            Plan Document #R1.




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      (b)   TRUSTEE:

            Name of Trustee:

            SAVINGS BANKS EMPLOYEES RETIREMENT ASSOCIATION

            The  Employer's  Plan  as  contained  herein  was  accepted  by  the
            Trustee(s) the _______ day of ________________, 19____.

      Signed for the Trustee by:

      Title:    Plan Administrator

      Signature:  _______________________

      (c)   SPONSOR:

            The  Employer's  Agreement and the  corresponding  provisions of the
            Plan  and  Trust/Custodial  Account  Basic  Plan  Document  #R1 were
            accepted by the Sponsor the __________ day of  ____________________,
            19______.

      Signed for the Sponsor by:

      Title:

      Signature:       _________________________



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