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                                                                    EXHIBIT 10.2





                                DREYFUS PROTOTYPE



                           BASIC PLAN DOCUMENT NO. 01

                   DREYFUS PROTOTYPE DEFINED CONTRIBUTION PLAN



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                                TABLE OF CONTENTS

      DEFINITIONS..........................................................  1
            1.1   "Account"................................................  1
            1.2   "Act"....................................................  1
            1.3   "Actual Deferral Percentage".............................  1
            1.4   "Adoption Agreement".....................................  1
            1.5   "Affiliated Employer"....................................  1
            1.6   "Anniversary Date".......................................  1
            1.7   "Annuity Starting Date"..................................  1
            1.8   "Average Actual Deferral Percentage".....................  1
            1.9   "Average Contribution Percentage"........................  2
            1.10  "Beneficiary" or "Beneficiaries".........................  2
            1.11  "Board of Directors" ....................................  2
            1.12  "CODA"...................................................  2
            1.13  "Code"...................................................  2
            1.14  "Committee"..............................................  2
            1.15  "Compensation"...........................................  2
            1.16  "Contribution Percentage"................................  4
            1.17  "Contribution Percentage Amounts"........................  4
            1.18  "Early Retirement Age"...................................  4
            1.19  "Earned Income"..........................................  4
            1.20  "Easy Retirement Plan"...................................  4
            1.21  "Effective Date".........................................  4
            1.22  "Elective Deferrals".....................................  5
            1.23  "Eligible Employee"......................................  5
            1.24  "Eligibility Year(s) of Service".........................  5
            1.25  "Employee"...............................................  6
            1.26  "Employer"...............................................  7
            1.27  "Employment Commencement Date"...........................  7
            1.28  "Entry Date".............................................  7
            1.29  "Excess Aggregate Contributions".........................  7
            1.30  "Excess Contributions"...................................  7
            1.31  "Excess Elective Deferrals"..............................  7
            1.32  "Family Member"..........................................  7
            1.33  "Fund"...................................................  7
            1.34  "Highly Compensated Employee"............................  7
            1.35  "Hour of Service"........................................  9
            1.36  "Integration Level"...................................... 10
            1.37  "Matching Contribution".................................. 10


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            1.38  "Net Profits"............................................ 10
            1.39  "Non-Highly Compensated Employee"........................ 10
            1.40  "Normal Retirement Age".................................. 10
            1.41  "Owner-Employee"......................................... 11
            1.42  "Participant"............................................ 11
            1.43  "Participating Employer"................................. 12
            1.44  "Period of Severance".................................... 12
            1.45  "Plan"................................................... 12
            1.46  "Plan Year".............................................. 12
            1.47  "Prototype Plan"......................................... 12
            1.48  "Qualified Matching Contributions"....................... 12
            1.49  "Qualified Nonelective Contributions".................... 12
            1.50  "ReEmployment Commencement Date"......................... 12
            1.51  "Regular Account" ....................................... 13
            1.52  "S-Corporation".......................................... 13
            1.53  "Self-Employed Individual"............................... 13
            1.54  "Service"................................................ 13
            1.55  "Service Break".......................................... 14
            1.56  "Severance from Service Date"............................ 14
            1.57  Shareholder-Employee".................................... 14
            1.58  "Sponsor"................................................ 15
            1.59  "Taxable Wage Base"...................................... 15
            1.60  "Thrift Contributions"................................... 15
            1.61  "Total and Permanent Disability"......................... 15
            1.62  "Trustee" or "Custodian"................................. 15
            1.63  "Trust Agreement" or "Custodial Agreement"............... 15
            1.64  "Valuation Date"......................................... 15
            1.65  "Voluntary Contributions"................................ 16
      PARTICIPATION........................................................ 16
            2.1   Membership............................................... 16
            2.2   Excluded Employees....................................... 16
            2.3   Reemployment............................................. 16
            2.4   Change in Employment Status.............................. 17
            2.5   Limitations on Participation of Owner-Employees.......... 17
      CONTRIBUTIONS AND CREDITS TO MONEY PURCHASE PLANS.................... 18
            3.1   Employer Contributions................................... 18
            3.2   Forfeitures.............................................. 18
            3.3   Credit to Participants................................... 19
      CONTRIBUTIONS AND CREDITS TO PROFIT SHARING PLANS.................... 21
            4.1   Limits on Employer Contributions......................... 21
            4.2   Forfeitures.............................................. 22


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            4.3   Employer Discretionary Contributions..................... 22
            4.4   401(k) Cash or Deferred Arrangements ("CODA")/Thrift
                  Contributions............................................ 25
            4.5   Maximum Amount of Elective Deferrals..................... 28
            4.6   Average Actual Deferral Percentage Tests................. 29
            4.7   Average Contribution Percentage Tests.................... 34
            4.8   Non-Hardship Withdrawals................................. 38
            4.9   Distribution on Account of Financial Hardship............ 39
            4.10  Special Distribution Rules............................... 42
      CONTRIBUTIONS AND CREDITS TO TARGET BENEFIT PLANS.................... 42
      CONTRIBUTION AND ALLOCATION LIMITS................................... 43
            6.1   Timing of Contributions.................................. 43
            6.2   Deductibility of Contributions........................... 43
            6.3   Return of Employer Contributions......................... 43
            6.4   Limitation on Allocations................................ 44
            6.5   Separate Accounts........................................ 53
            6.6   Valuation................................................ 53
            6.7   Segregation of Former Participant's Account.............. 54
      VESTING.............................................................. 54
            7.1   Vested Interest.......................................... 54
            7.2   Vesting of a Participant................................. 55
            7.3   Amendment of Vesting Provisions.......................... 55
            7.4   Forfeitures.............................................. 56
      BENEFITS ON RETIREMENT AND SEPARATION FROM SERVICE................... 57
            8.1   Commencement of Benefits................................. 57
            8.2   Automatic Annuity Requirements........................... 60
            8.3   Profit Sharing Plans: Exception from Automatic
                  Annuity Requirements..................................... 64
            8.4   Transitional Rules Applicable to Joint and Survivor
                  Annuities................................................ 64
            8.5   Required Payment of Benefits............................. 66
            8.6   Available Forms of Distribution.......................... 73
            8.7   Certain Distributions.................................... 73
            8.8   Forfeitures.............................................. 74
      DEATH BENEFITS....................................................... 74
            9.1   Payment to Beneficiary................................... 74
            9.2   Method of Payment........................................ 74
      PARTICIPANT CONTRIBUTIONS; ROLLOVERS................................. 75
            10.1  Voluntary Contributions.................................. 75
            10.2  Voluntary Tax-Deductible Contributions................... 75
            10.3  Transfers From Other Trusts.............................. 76
      INSURANCE POLICIES................................................... 77


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            11.1  Policy Procurement....................................... 77
            11.2  Rules and Regulations.................................... 77
            11.3  Transfer of Policies..................................... 78
            11.4  Payment Upon Death....................................... 79
            11.5  Plan Provisions Control.................................. 79
      LOANS................................................................ 79
            12.1  Loans to Participants.................................... 79
            12.2  Provisions to be Applied in a Uniform and
                  Nondiscriminatory Manner................................. 81
            12.3  Satisfaction of Loan..................................... 81
            12.4  Loans to Owner-Employees or Shareholder-Employees........ 81
      TOP-HEAVY PROVISIONS................................................. 82
            13.1  Definitions.............................................. 82
            13.2  Vesting Schedules........................................ 85
            13.3  Minimum Allocation....................................... 86
            13.4  Adjustment to Defined  Benefit  Fraction and Defined
                  Contribution Fraction under section 6.4.................. 87
      THE COMMITTEE........................................................ 87
            14.1  Creation of a Committee.................................. 87
            14.2  Committee Action......................................... 87
            14.3  Authorized Signatory..................................... 88
            14.4  Powers and Duties........................................ 88
            14.5  Nondiscrimination........................................ 88
            14.6  Records and Reports...................................... 88
            14.7  Reliance on Professional Advice.......................... 88
            14.8  Payment of Expenses...................................... 88
            14.9  Limitation of Liability.................................. 89
            14.10 Payment Certification to Trustee......................... 89
            14.11 Claims Procedure......................................... 89
      GENERAL PROVISIONS................................................... 90
            15.1  No Right of Continued Employment......................... 90
            15.2  Nonalienation of Interest................................ 90
            15.3  Incompetence of Participants and Beneficiaries........... 90
            15.4  Unclaimed Benefits....................................... 91
            15.5  Separate Employer Trusts Maintained...................... 91
            15.6  Governing Law............................................ 91
            15.7  Severability............................................. 91
            15.8  Gender and Number........................................ 91
            15.9  Titles and Headings...................................... 92
            15.10 Failure of Employer's Plan to Qualify.................... 92
            15.11 Exclusive Benefit........................................ 92


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            15.12 Action by Employer....................................... 92
      AMENDMENT AND TERMINATION............................................ 92
            16.1  Amendment................................................ 92
            16.2  Termination and Partial Termination...................... 93
            16.3  Plan  Merger and  Consolidation  or Transfer of Plan
                  Assets................................................... 94
            16.4  Amended and Restated Plans............................... 94
            16.5  Participating Employers.................................. 95
      PAIRED PLAN PROVISIONS............................................... 96
            17.1  Compliance With Section 415(e) of the Code............... 96
            17.2  Adjustment of Combined Plan Fractions Under Section 415
                  of the Code for Top-Heavy Ratio in Excess of Ninety
                  Percent (90%)............................................ 96
            17.3  Top-Heavy Minimum Benefits and Contributions............. 96
            17.4  Integration of Paired Plans.............................. 97


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                  DREYFUS PROTOTYPE DEFINED CONTRIBUTION PLAN
                           BASIC PLAN DOCUMENT NO. 01


                                   ARTICLE I.
                                   DEFINITIONS

1.1   "Account" shall mean any one of the accounts maintained by the Committee
      for each Participant in accordance with Section 6.5.

1.2   "Act" shall mean the Employee Retirement Income Security Act of 1974, as
      amended.

1.3   "Actual Deferral Percentage" shall mean the ratio (expressed as a
      percentage) of Elective Deferrals (including Excess Elective Deferrals),
      Qualified Matching Contributions, and Qualified Nonelective Contributions
      paid over to the Fund on behalf of an Eligible Participant for the Plan
      Year to the Eligible Participant's Compensation for the Plan Year. The
      Actual Deferral Percentage of an Eligible Participant who does not make an
      Elective Deferral, and who does not receive an allocation of a Qualified
      Matching Contribution or a Qualified Nonelective Contribution, is zero.

1.4   "Adoption Agreement" shall mean the document executed by the adopting
      Employer which contains all the options which may be selected and which
      incorporates this Prototype Plan by reference.

1.5   "Affiliated Employer" shall mean any corporation which is a member of a
      controlled group of corporations (as defined in section 414(b) of the
      Code) which includes the Employer; any trade or business (whether or not
      incorporated) which is under common control (as defined in section 414(c)
      of the Code) with the Employer; any organization (whether or not
      incorporated) which is a member of an affiliated service group (as defined
      in section 414(m) of the Code) which includes the Employer; and any other
      entity required to be aggregated with the Employer pursuant to regulations
      under section 414(o) of the Code.

1.6   "Anniversary Date" unless otherwise defined in the Adoption Agreement,
      shall mean the first day of the Plan Year. If the initial Plan Year is
      less than a 12 month period, the Anniversary Date shall mean the first day
      of the 12 consecutive month period designated as the Plan Year in the
      Adoption Agreement.

1.7   "Annuity Starting Date" shall mean the first day of the first period for
      which an amount is paid as an annuity or any other form.



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1.8   "Average Actual Deferral Percentage" shall mean the average (expressed as
      a percentage) of the Actual Deferral Percentages of the Eligible
      Participants in a group.

1.9   "Average Contribution Percentage" shall mean the average (expressed as a
      percentage) of the Contribution Percentages of the Eligible Participants
      in a group.

1.10  "Beneficiary" or "Beneficiaries" shall mean one or more persons designated
      as such by a Participant to receive his interest in the Fund in the event
      of the death of the Participant.

1.11  "Board of Directors" shall mean the Board of Directors of the Employer if
      the Employer is an incorporated business entity.

1.12  "CODA" shall mean a cash or deferred arrangement qualified under section
      401(k) of the Code.

1.13  "Code" shall mean the Internal Revenue Code of 1986, as amended.

1.14  "Committee" shall mean the person or persons appointed by the Employer to
      administer the Plan in accordance with Article XIV. If the Plan is an Easy
      Retirement Plan or if no such Committee is appointed by the Employer, the
      Employer shall act as the Committee.

1.15  "Compensation", unless otherwise specified in the Adoption Agreement,
      shall mean, in the case of an Employee other than a Self-Employed
      Individual, his wages as defined in section 3401(a) of the Code and all
      other payments of compensation to the 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 sections
      6041(d) and 6051(a)(3) of the Code, determined without regard to any rules
      under section 3401(a) of the Code that limit the remuneration included in
      wages based on the nature or location of the employment or the services
      performed, which are actually paid during the applicable period. In the
      case of a Self-Employed Individual, Compensation shall mean his Earned
      Income. Unless otherwise specified in the Adoption Agreement, the
      applicable period shall be the Plan Year. If elected by the employer in
      the Adoption Agreement, Compensation shall also include Employer
      contributions made pursuant to a salary reduction agreement with an
      Employee which are not currently includible in the gross income of the
      Employee by reason of the application of sections 125, 402(e)(3),
      402(h)(1)(B) or 403(b) of the Code. Compensation shall include Excess
      Contributions which are recharacterized in accordance with Section 4.6(d)
      to the extent that Elective Deferrals are included in Compensation.

      Solely for purposes of determining Actual Deferral Percentages and
      Contribution Percentages, Compensation, if the Plan is a non-standardized
      plan, shall be determined


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<PAGE>

      without regard to any exclusions which may be elected in the Adoption
      Agreement. Solely for purposes of determining Actual Deferral Percentages
      and Contribution Percentages, the applicable period for determining the
      amount of an Employee's Compensation shall be limited to the period during
      which the Employee was an Eligible Participant.

      For Plan Years beginning on or after January 1, 1989, annual Compensation
      shall not include amounts in excess of $200,000, as adjusted by the
      Secretary of the Treasury at the same time and in the same manner as under
      section 415(d) of the Code except that the dollar increases in effect on
      January 1 of any calendar year is effective for Plan Years beginning in
      such calendar year and the first adjustment to the $200,000 limitation is
      effective on January 1, 1990.

      For Plan Years beginning on or after January 1, 1994, the annual
      Compensation of each Participant taken into account for determining all
      benefits provided under the Plan for any Plan Year shall not exceed
      $150,000, as adjusted for increases in the cost-of-living in accordance
      with section 401(a)(17)(B) of the Code. The cost-of-living adjustment in
      effect for a calendar year applies to the applicable period beginning in
      such calendar year.

      If an applicable period consists of fewer than 12 months, the annual
      Compensation limit is an amount equal to the otherwise applicable annual
      Compensation limit multiplied by a fraction, the numerator of which is the
      number of months in the short applicable period, and the denominator of
      which is 12.

      In determining Compensation for purposes of the annual Compensation limit,
      the family member rules of Section 414(q)(6) of the Code shall apply
      except that in applying such rules, the term "family" shall include only
      the Employee's spouse and any lineal descendants who have not attained age
      19 before the close of the Plan Year. If, as a result of the application
      of such family member rule the annual compensation limit is exceeded, then
      (except for purposes of determining the portion of Compensation up to the
      Integration Level if this Plan is integrated with Social Security), the
      annual compensation limit 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 such limitation.

      If Compensation for any prior applicable period is taken into account in
      determining a Participant's allocations for the current Plan Year, the
      Compensation for such prior applicable period is subject to the applicable
      annual Compensation limit in effect for that prior period. For this
      purpose, in determining allocations in Plan Years beginning on or after
      January 1, 1989, the annual Compensation limit in effect for applicable
      periods beginning before that date is $200,000. In addition, in
      determining allocations in Plan

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      Years beginning on or after January 1, 1994, the annual Compensation limit
      in effect for applicable periods beginning before that date is $150,000.

1.16  "Contribution Percentage" shall mean the ratio (expressed as a percentage)
      of an Eligible Participant's Contribution Percentage Amounts to the
      Eligible Participant's Compensation for the Plan Year.

1.17  "Contribution Percentage Amounts" shall mean the sum of the Thrift
      Contributions (including amounts recharacterized in accordance with
      Section 4.6(d)), Voluntary Contributions and Matching Contributions under
      the Plan on behalf of an Eligible Participant for the Plan Year. Such
      Contribution Percentage Amounts shall not include Matching Contributions
      that are forfeited either to correct Excess Aggregate Contributions or
      because the contributions to which they relate are Excess Elective
      Deferrals, Excess Contributions, or Excess Aggregate Contributions. Such
      Contribution Percentage Amounts shall include forfeitures of Excess
      Aggregate Contributions or Matching Contributions allocated to the
      Eligible Participant's Employer Matching Contribution Account, which shall
      be taken into account in the year in which such forfeiture is allocated.

1.18  "Early Retirement Age" shall mean the date a Participant satisfies the age
      and service requirements for early retirement, if any, specified in the
      Adoption Agreement. Upon reaching his Early Retirement Age, a
      Participant's right to his account balance shall be nonforfeitable,
      notwithstanding the Plan's vesting schedule. If a Participant separates
      from service before satisfying the age requirement for early retirement,
      but has satisfied the service requirement, the Participant will be
      entitled to elect to receive an early retirement benefit upon satisfaction
      of such age requirement.

1.19  "Earned Income" shall mean the annual net earnings from self-employment in
      the trade or business with respect to which the Plan is established,
      provided that personal services of the individual are a material
      income-producing factor. Net earnings will be determined without regard to
      items not included in gross income and the deductions allocable to such
      items. Net earnings are reduced by contributions by the Employer to a
      qualified plan to the extent deductible under section 404 of the Code. Net
      earnings shall be determined with regard to the deduction allowed to the
      Employer by section 164(f) of the Code for taxable years beginning after
      December 31, 1989.

1.20  "Easy  Retirement  Plan" shall mean a Plan  established  under Dreyfus
      Easy  Standardized/Paired  Prototype  Money Purchase  Retirement  Plan
      No. 01005, Dreyfus Easy  Standardized/Paired  Prototype Profit Sharing
      Retirement  Plan No. 01006, or Dreyfus  Standardized/Paired  Prototype
      Defined Benefit Plan No. 02001.


                                       4

<PAGE>

1.21  "Effective  Date" shall mean the date specified in the Adoption Agreement.

1.22  "Elective Deferrals" shall mean any Employer contributions made to the
      Plan at the election of the Participant, in lieu of cash compensation, and
      shall include contributions made pursuant to a salary reduction agreement
      or other deferral mechanism. With respect to any taxable year, a
      Participant's Elective Deferrals are the sum of all Employer contributions
      made on behalf of such Participant pursuant to an election to defer under
      any CODA, any simplified employee pension cash or deferred arrangement as
      described in section 402(h)(1)(B), any eligible deferred compensation plan
      under section 457, any plan as described under section 501(c)(18), and any
      Employer contributions made on behalf of a Participant for the purchase of
      an annuity contract under section 403(b) pursuant to a salary reduction
      agreement. Elective Deferrals shall not include any deferrals properly
      distributed as an Excess Amount pursuant to Section 6.4(d).

1.23  "Eligible Employee" shall mean each Employee who is not excluded from
      eligibility to participate in the Plan under the Adoption Agreement. If
      the Plan is an Easy Retirement Plan, Eligible Employee shall mean each
      Employee who is not (i) 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, or (ii) a nonresident alien who received no income from the
      Employer which constitutes income from sources within the United States.
      For purposes of the preceding sentence, "employee representatives" does
      not include any organization more than half of whose members are Employees
      who are owners, officers, or executives of the Employer.

1.24  "Eligibility Year(s) of Service" shall mean the twelve (12) consecutive
      month period commencing on an Employee's Employment Commencement Date and
      anniversaries thereof, during which the Employee worked at least one
      thousand (1,000) Hours of Service (or such lesser number of Hours of
      Service specified in the Adoption Agreement).

      In the case of an Employee in the maritime industry whose compensation is
      determined based on days of service, 125 days of service shall be treated
      as 1,000 Hours of Service (or such lesser number of Hours of Service as
      specified in the Adoption Agreement). For purposes of the preceding
      sentence "maritime industry" shall mean that industry in which Employees
      perform duties on board commercial, exploratory, service or other vessels
      moving on the high seas, inland waterways, Great Lakes, coastal zones,
      harbors and noncontiguous areas, or on offshore ports, platforms or other
      similar sites.

      In the case of a Participant, who does not have any nonforfeitable right
      to the account balance derived from Employer contributions, Eligibility
      Year(s) of Service before a period of consecutive one (1) year Service
      Breaks will not be taken into account in


                                       5
<PAGE>

      computing Eligibility Years of Service, if the number of consecutive one
      (1) year Service Breaks in such period equals or exceeds the greater of
      five (5) or the aggregate number of Eligibility Years of Service before
      such break. Such aggregate number of Eligibility Years of Service will not
      include any Eligibility Year of Service disregarded under the preceding
      sentence by reason of prior Service Breaks.

      Notwithstanding the above, if the Adoption Agreement provides for full and
      immediate vesting upon completion of the eligibility requirements and an
      Employee has incurred a one (1) year Service Break before satisfying the
      Plan's eligibility requirements, all Eligibility Year(s) of Service before
      such Service Break will not be taken into account.

      If the elapsed time method of crediting service is specified in the
      Adoption Agreement, an Employee shall receive credit for Service, except
      for credit which may be disregarded under this Section or Section 2.3, for
      the aggregate of all time periods commencing on his Employment
      Commencement Date or Re-Employment Commencement Date and ending on his
      Severance from Service Date. An Employee shall also receive credit for any
      Period of Severance of less than twelve (12) months. Fractional periods of
      a year shall be expressed in terms of days.

1.25  "Employee" shall mean an Owner-Employee, a Self-Employed Individual, a
      Shareholder-Employee and any other person employed by the Employer or any
      Affiliated Employer.

      A "leased employee" shall also be treated as an Employee. The term "leased
      employee" means any person (other than an employee of the recipient
      employer) who pursuant to an agreement between the recipient employer and
      any other person ("leasing organization") has performed services for the
      recipient employer (or for the recipient employer and related persons
      determined in accordance with section 414(n)(6) of the Code) 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. Contributions or benefits provided a
      leased employee by the leasing organization which are attributable to
      services performed for the recipient employer shall be treated as provided
      by the recipient employer.

      Notwithstanding the preceding paragraph, a leased employee shall not be
      considered an employee of the recipient employer if: (i) such employee is
      covered by a money purchase pension plan providing (1) a nonintegrated
      employer contribution rate of at least ten percent (10%) of compensation,
      as defined in section 415(c)(3) of the Code, but including amounts
      contributed pursuant to a salary reduction agreement which are excludable
      from the employee's gross income under section 125, section 402(a)(8),
      section 402(h) or section 403(b) of the Code, (2) immediate participation,
      and (3) full and immediate


                                       6
<PAGE>

      vesting; and (ii) leased employees do not constitute more than twenty
      percent (20%) of the recipient employer's non-highly compensated
      workforce.

1.26  "Employer" shall mean the corporation, partnership, proprietorship or
      other business entity which shall adopt the Plan or any successor thereof.

1.27  "Employment Commencement Date" shall mean the first date with respect to
      which an Employee performs an Hour of Service.

1.28  "Entry Date", unless otherwise specified in the Adoption Agreement, shall
      mean the first day of the Plan Year and the first day of the seventh month
      of the Plan Year. The initial Entry Date shall not precede the original
      effective date of the Plan.

1.29  "Excess Aggregate Contributions" shall mean, with respect to any Plan
      Year, the excess of 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 the maximum Contribution Percentage Amounts permitted by the
      Average Contribution Percentage tests of Section 4.7 (determined by
      reducing contributions made on behalf of Highly Compensated Employees in
      order of their Contribution Percentages, beginning with the highest of
      such percentages).

1.30  "Excess Contributions" shall mean, with respect to any Plan Year, the
      excess of the aggregate amount of Elective Deferrals, Qualified
      Nonelective Contributions, and Qualified Matching Contributions actually
      taken into account in computing the Actual Deferral Percentage of Highly
      Compensated Employees for such Plan Year, over the maximum amount of such
      contributions permitted under the Average Actual Deferral Percentage tests
      of Section 4.6 (determined by reducing contributions made on behalf of
      Highly Compensated Employees in order of their Actual Deferral
      Percentages, beginning with the highest of such percentages).

1.31  "Excess Elective Deferrals" shall mean a Participant's Elective Deferrals
      for a taxable year in excess of the adjusted dollar limitation of section
      402(g) of the Code.

1.32  "Family Member" shall, with respect to a five percent (5%) owner or top
      ten Highly Compensated Employee described in section 414(q)(6)(A) of the
      Code, include the spouse and lineal ascendants and descendants of an
      Employee or former Employee and the spouses of such lineal ascendants and
      descendants. The determination of who is a Family Member will be made in
      accordance with section 414(q) of the Code.

1.33  "Fund" shall mean all property received by the Trustee or Custodian for
      purposes of the


                                       7
<PAGE>

      Plan, investments thereof and earnings thereon, less payments made by the
      Trustee to carry out the Plan.

1.34  "Highly Compensated Employee" shall include highly compensated active
      employees and highly compensated former employees.

      A highly compensated active employee includes any Employee who performs
      services for the Employer or any Affiliated Employer during the
      determination year and who, during the look-back year: (i) received
      Compensation from the Employer or any Affiliated Employer in excess of
      $75,000 (as adjusted pursuant to section 415(d) of the Code); (ii)
      received Compensation from the Employer or any Affiliated Employer in
      excess of $50,000 (as adjusted pursuant to section 415(d) of the Code) and
      was a member of the top-paid group for such year; or (iii) was an officer
      of the Employer or any Affiliated Employer and received Compensation
      during such year that is greater than fifty percent (50%) of the dollar
      limitation in effect under section 415(b)(1)(A) of the Code. The term
      Highly Compensated Employee also includes: (i) an Employee who is
      described in the preceding sentence if the term "determination year" is
      substituted for the term "look-back year" and the Employee is one of the
      100 most highly compensated Employees of the Employer or any Affiliated
      Employer during the Plan Year; and (ii) an Employee who is a five percent
      (5%) owner of the Employer or any Affiliated Employer at any time during
      the look-back year or determination year.

      If no officer has satisfied the compensation requirement of (iii) above
      during either a determination year or look-back year, the highest paid
      officer for such year shall be treated as a Highly Compensated Employee.

      For this purpose, the determination year shall be the Plan Year, and the
      look-back year shall be the twelve (12) month period immediately preceding
      the determination year unless the Employer has elected to use the calendar
      year ending with or within the determination year as the look-back year
      for purposes of its employee benefit plans. If the Employer has so elected
      to use such calendar year as the look-back year for its employee benefit
      plans, the determination year shall be the "lag period," if any, by which
      the applicable determination year extends beyond such calendar year.

      A highly compensated former employee includes any Employee who terminated
      employment (or was deemed to have terminated) prior to the determination
      year, performs no service for the Employer or any Affiliated Employer
      during the determination year, and was a highly compensated active
      employee for either the separation year or any determination year ending
      on or after the Employee's 55th birthday.


                                       8
<PAGE>

      If an Employee is, during a determination year or look-back year, a Family
      Member of either a five percent (5%) owner who is an active or former
      Employee or a Highly Compensated Employee who is one of the 10 most Highly
      Compensated Employees of the Employer or any Affiliated Employer during
      such year, then the Family Member and the five percent (5%) owner or
      top-10 Highly Compensated Employee shall be aggregated. The Family Member
      and five percent (5%) owner or top-10 Highly Compensated Employee shall be
      treated as a single Employee receiving Compensation and Plan contributions
      equal to the sum of Compensation and contributions of the Family Member
      and five percent (5%) owner or top-10 Highly Compensated Employee.

      The determination of who is a Highly Compensated Employee, including the
      determinations of the number and identify of employees in top-paid group,
      the top 100 employees, the number of employees treated as officers and the
      compensation that is considered, will be made in accordance with section
      414(q) of the Code and the regulations thereunder.

1.35  "Hour of Service" shall mean:

      (a)   Each hour for which an Employee is compensated by the Employer, or
            is entitled to be so compensated, for services rendered by him to
            the Employer. These hours will be credited to the Employee for the
            computation period in which the duties are performed; and

      (b)   Each hour for which an Employee is compensated by the Employer, or
            is entitled to be so compensated, on account of a period of time
            during which no services are rendered by him to the Employer
            (regardless of whether the Employee shall have ceased to be an
            Employee) due to vacation, holiday, illness, incapacity (including
            disability), layoff, jury duty, military duty or leave of absence.
            No more than five hundred and one (501) Hours of Service shall be
            credited pursuant to this subparagraph (b) on account of any single
            continuous period during which an Employee renders no services to
            the Employer (whether or not such period occurs in a single
            computation period). Hours under this paragraph will be calculated
            and credited pursuant to section 2530.200b-2 of the Department of
            Labor Regulations which are incorporated herein by this reference;
            and

      (c)   Each hour for which back pay, without regard to mitigation of
            damages, has been awarded or agreed to by the Employer. The same
            Hours of Service shall not be credited both under subparagraph (a)
            or subparagraph (b), whichever shall be applicable, and also under
            this subparagraph (c). The hours will 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,


                                       9
<PAGE>

            agreement or payment is made.

            Hours of Service will be credited for employment with an Affiliated
            Employer. Hours of Service will also be credited for employment with
            a predecessor employer if the Employer maintains the plan of such
            predecessor or the Employer so elects in the Adoption Agreement.

            Hours of Service will also be credited for any individual considered
            an Employee under sections 414(n) or 414(o) of the Code or the
            regulations thereunder.

            Solely for purposes of determining whether a Service Break, as
            defined in Section 1.54, 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, eight (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 (1) by reason of the
            pregnancy of the individual, (2) by reason of a birth of a child of
            the individual, (3) by reason of the placement of the child with the
            individual in connection with the adoption of such child by such
            individual, or (4) 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 (1)
            in the computation period in which the absence begins if the
            crediting is necessary to prevent a Service Break in that period,
            (2) in all other cases, in the following computation period.

            Hours of Service shall be credited on the basis of actual hours
            worked unless another method has been specified in the Adoption
            Agreement. Hours of Service shall not be counted if the elapsed time
            method is specified in the Adoption Agreement, except to determine
            an Employee's Employment Commencement Date or Re-Employment
            Commencement Date.

1.36  "Integration Level" shall mean the Taxable Wage Base or such lesser amount
      elected by the Employer in the Adoption Agreement.

1.37  "Matching Contribution" shall mean Employer contributions made to this
      Plan or any other defined contribution plan by reason of Thrift
      Contributions or Elective Deferrals under this Plan.

1.38  "Net Profits" shall mean current and accumulated earnings of the Employer
      before Federal and State taxes and contributions to this and any other
      qualified plan.


                                       10

<PAGE>

1.39  "Non-Highly Compensated Employee" shall mean an Employee of the Employer
      who is neither a Highly Compensated Employee nor a Family Member.

1.40  "Normal Retirement Age" shall mean the age specified in the Adoption
      Agreement. Upon reaching his Normal Retirement Age, the Participant's
      right to his retirement benefit shall be nonforfeitable, notwithstanding
      the Plan's vesting schedule. In the event the Employer imposes a mandatory
      normal retirement age, the Normal Retirement Age may not exceed such
      mandatory normal retirement age.

      Notwithstanding any other provision of this Plan, the Employer, in
      accordance with the provisions of the Age Discrimination in Employment
      Act, shall have no right to compel a Participant to retire, except as
      otherwise provided herein, if in the calendar year or the preceding
      calendar year, the Employer has twenty (20) or more employees for each
      work day in each of twenty (20) or more calendar weeks. The Employer may
      retire a Participant who for the two (2) year period prior to retirement
      is employed in a bona fide executive or high policy-making position if (1)
      he has attained age sixty-five (65); (2) he has attained his Normal
      Retirement Date; and (3) his annual retirement benefit from the pension,
      profit sharing, savings or deferred compensation plans maintained by the
      Employer equals, in the aggregate, at least forty-four thousand dollars
      ($44,000). This Section shall be deemed to be automatically amended to
      reflect any subsequent Federal legislation or regulations.

1.41  "Owner-Employee" shall mean a sole proprietor or a partner who owns more
      than ten percent (10%) of either the capital interest or profits interest
      of a partnership.

1.42  "Participant" shall mean an Eligible Employee who enters the Plan pursuant
      to Section 2.1 of the Plan.

      (a)   "Active Participant" shall mean a Participant who is credited with
            one thousand (1,000) or more Hours of Service (or such lesser number
            of Hours of Service specified in the Adoption Agreement) in the Plan
            Year. Unless otherwise specified in the Adoption Agreement, it is
            not necessary that the Participant be employed on the last day of
            the Plan Year in order to be deemed an Active Participant and share
            in the Employer contribution, if any. If the elapsed time method of
            crediting service is specified in the Adoption Agreement, Active
            Participant shall include all Participants, unless otherwise
            specified in the Adoption Agreement.

            Notwithstanding the foregoing paragraph, if the Plan is a
            standardized plan, "Active Participant" shall mean, for each Plan
            Year beginning on or after January


                                       11
<PAGE>

            1, 1990, each Participant other than a Participant who is not
            employed on the last day of the Plan Year and is credited with more
            than 500 Hours of Service in the Plan Year. If the elapsed time
            method of crediting service is specified in the Adoption Agreement,
            "Active Participant" shall mean all Participants.

            If the elapsed time method of crediting Hours of Service is
            specified in the Adoption Agreement, Active Participant shall mean a
            Participant who is credited with three (3) consecutive calendar
            months of service.

      (b)   "Eligible Participant" shall mean an Employee who is eligible under
            the terms of the Plan to make Thrift Contributions, Elective
            Deferrals or Elective Deferrals and Thrift Contributions, combined
            ("Combined Contributions") made on his behalf.

1.43  "Participating Employer" shall mean any Affiliated Employer which has
      adopted the Plan in accordance with Section 16.5.

1.44  "Period of Severance" shall mean a continuous period of time during which
      the Employee is not employed by the Employer. Such period begins on the
      Employee's Severance from Service Date and ends on the Employee's
      Re-Employment Commencement Date.

1.45  "Plan" shall mean this Prototype Plan, the Trust Agreement or Custodial
      Agreement and the Adoption Agreement of the adopting Employer, as from
      time to time amended.

1.46  "Plan Year" shall mean the calendar year, unless another twelve (12)
      consecutive month period is specified in the Adoption Agreement.

1.47 "Prototype Plan" shall mean the basic plan document described herein.

1.48  "Qualified Matching Contributions" shall mean Employer contributions to
      the Plan which are allocated to Participants' accounts by reason of
      Elective Deferrals, which are at all times subject to the distribution and
      nonforfeitability requirements of section 401(k) of the Code.

1.49  "Qualified Nonelective Contributions" shall mean Employer contributions
      (other than Matching Contributions or Qualified Matching Contributions)
      which are allocated to Eligible Participants' accounts, which such
      Participants may not elect to receive in cash until distributed from the
      Plan and, which are at all times subject to the distribution and
      nonforfeitability requirements of section 401(k) of the Code.

1.50  "ReEmployment Commencement Date" shall mean the first day on which the
      Employee


                                       12
<PAGE>

      is credited with an Hour of Service for the performance of duties after
      the first eligibility computation period in which the Employee incurs a
      one (1) year Service Break.

      In the case of any Participant who has a one (1) year Service Break,
      Eligibility Year(s) of Service before such break will not be taken into
      account until the Employee has completed one (1) Eligibility Year of
      Service after returning to employment. Such Eligibility Year of Service
      shall be measured by the twelve (12) consecutive month period beginning on
      the Employee's Reemployment Commencement Date and, if necessary,
      subsequent twelve (12) consecutive month periods beginning on
      anniversaries of the Re-Employment Commencement Date.

      If a former Participant completes an Eligibility Year of Service in
      accordance with this provision, such Participant's participation will be
      reinstated as of the Re-Employment Commencement Date.

1.51  "Regular Account" shall mean the account to which Employer contributions
      are credited with respect to the Dreyfus prototype money purchase and
      target benefit plans (Plan Numbers 01001, 01004, and 01005).

1.52  "S-Corporation" shall mean an Employer who has made an election for its
      taxable year of reference under section 1362(a) of the Code, or any other
      applicable section pertaining thereto.

1.53  "Self-Employed Individual" shall mean an individual who has Earned Income
      for the taxable year from the unincorporated trade, or business or
      partnership with respect to which the Plan is established; also, an
      individual who would have had Earned Income but for the fact such trade,
      business or partnership had no net profits for the taxable year.

1.54  "Service" shall mean any twelve (12) consecutive month period identical to
      the Plan Year during which the Employee completes at least one thousand
      (1,000) or more Hours of Service (or such lesser number of Hours of
      Service specified in the Adoption Agreement). Periods of time to be
      excluded, if any, shall be stipulated in the Adoption Agreement.

      In the case of Employees in the Maritime Industry, 125 days of service
      shall be treated as 1,000 Hours of Service (or such lesser number of hours
      of Service as specified in the Adoption Agreement).

      Service will be credited in accordance with the rules set forth above for
      any employment, for any period of time, for any Affiliated Employer.
      Service will also be credited for any individual required to be considered
      an Employee, for purposes of this Plan under section


                                       13
<PAGE>

      414(n) or (o) of the Code, of the Employer or any Affiliated Employer.

      If the elapsed time method of crediting service is specified in the
      Adoption Agreement, an Employee shall receive credit for Service, except
      for Service which may be disregarded under Sections 7.2(b), for the
      aggregate of all time periods commencing on his Employment Commencement
      Date or Re-Employment Commencement Date and ending on his Severance from
      Service Date. An Employee shall also receive credit, for vesting purposes,
      for any Period of Severance of less than twelve (12) consecutive months.
      An Employee will receive a year of Service for vesting purposes for each
      twelve (12) months of Service. Fractional periods of a year shall be
      expressed in terms of days.

1.55  "Service Break" shall mean:

      (a)   For purposes of calculating Eligibility Years of Service, any twelve
            (12) consecutive month period commencing on an Employee's Employment
            Commencement Date or anniversaries thereof during which the Employee
            is credited with five hundred (500) Hours of Service or less. In the
            case of Employees in the Maritime Industry, 62 days of service or
            less.

      (b)   For purposes of calculating years of Service, any Plan Year during
            which the Employee is credited with five hundred (500) Hours of
            Service or less, where such Service Break shall be measured from the
            first day of such Plan Year. In the case of Employees in the
            Maritime Industry, 62 days of service or less.

      (c)   If the elapsed time method of crediting service is specified in the
            Adoption Agreement, a Service Break shall mean a Period of Severance
            of at least twelve (12) consecutive months; provided, however, that
            in the case of an Employee absent for maternity or paternity reasons
            (as defined in Section 1.35), the Period of Severance shall not
            commence for this purpose until the twenty-four (24) month
            anniversary of the first date of such absence.

      (d)   A Service Break shall not be deemed to have occurred as a result of
            absence due to service in the armed forces of the United States,
            provided the Employee makes application for resumption of work with
            the Employer following discharge, within the time specified by then
            applicable laws.

1.56  "Severance from Service Date" shall mean the earlier of

      (a)   the date on which an Employee quits,  retires,  is discharged or
            dies; or

      (b)   the twelve (12) month anniversary of the date an Employee is first
            absent (with or


                                       14
<PAGE>

            without pay) for reason other than quit, retirement, discharge or
            death (such as vacation, holiday, sickness, disability, leave of
            absence or layoff).

1.57  Shareholder-Employee" shall mean a Participant who owns (or is considered
      as owning) more than five percent (5%) of the outstanding stock of an
      S-Corporation on any day during the taxable year of reference of such
      S-Corporation. In determining the percent of a Participant's ownership of
      the outstanding stock, the family attribution rules of section 318(a)(1)
      of the Code, or any other applicable section of the Code pertaining
      thereto shall apply.

1.58  "Sponsor" shall mean The Dreyfus Corporation.

1.59  "Taxable Wage Base" shall mean, except for purposes of Article V, the
      contribution and benefit base in effect under Section 230 of the Social
      Security Act at the beginning of the Plan Year.

1.60  "Thrift Contributions" shall mean contributions made by a Participant
      which are included in the Participant's gross income in the year in which
      made.

1.61  "Total and Permanent Disability" shall mean the inability to engage in any
      substantial gainful activity by reason of any medically determinable
      physical or mental impairment that can be expected to result in death or
      which has lasted or can be expected to last for a continuous period of not
      less than twelve (12) months. The permanence and degree of such impairment
      shall be supported by medical evidence satisfactory to the Committee.
1.62  "Trustee" or "Custodian" shall mean the individual or individuals, or
      institution appointed in the Adoption Agreement by the Employer to act in
      accordance with the provisions of the Trust Agreement or Custodial
      Agreement.

      If the contributions will be made to a Custodian, references herein to the
      "Trustee" shall be deemed to refer to the "Custodian" and the term "Trust
      Fund" shall be deemed to refer to the "Custodial Account."

1.63  "Trust Agreement" or "Custodial Agreement" shall mean:

      (a)   for "Trust Agreement" shall mean the agreement between the Employer
            and the Trustee if the Plan is established under Dreyfus
            Standardized/Paired Prototype Money Purchase Plan No. 01001, Dreyfus
            Nonstandardized Prototype Profit Sharing Plan No. 01002, Dreyfus
            Standardized/Paired Prototype Profit Sharing Plan No. 01003, or
            Dreyfus Standardized/Paired Prototype Target Benefit Pension Plan
            No. 01004.


                                       15

<PAGE>

      (b)   for "Custodial Agreement" shall mean the agreement between the
            Employer and the Custodian under which the Plan is funded if the
            Plan is established under Dreyfus Easy Standardized/Paired Prototype
            Money Purchase Retirement Plan No. 01005 or Dreyfus Easy
            Standardized/Paired Prototype Profit Sharing Retirement Plan No.
            01006. Such Plans are hereinafter referred to as "Easy Retirement
            Plans."

1.64  "Valuation Date" shall mean the last day of the Plan Year and such other
      dates as may be determined by the Committee.

1.65  "Voluntary Contributions" shall mean contributions previously made by a
      Participant which were included in the Participant's gross income in the
      year in which made.


                                   ARTICLE II.
                                  PARTICIPATION

2.1   Membership

      Each Eligible Employee shall become a Participant on the Effective Date or
      the Entry Date coincident with or next following the completion of the age
      and service requirements set forth in the Adoption Agreement.

2.2   Excluded Employees

      The Adoption Agreement may exclude Employees from participation in the
      Plan based upon minimum age and service requirements or the inclusion of
      such Employees in certain ineligible classifications.

      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 will
      participate immediately if such Employee has satisfied the minimum age and
      service requirements and would otherwise have previously become a
      Participant.

      In the event a Participant is no longer a member of an eligible class of
      Employees and becomes ineligible to participate, but has not incurred a
      Service Break, such Employee will participate immediately upon returning
      to an eligible class of Employees. If such Participant incurs a Service
      Break, eligibility to participate will be determined under the rules of
      Section 1.24 of the Plan.


                                       16
<PAGE>

2.3   Reemployment

      (a)   A former Participant will become a Participant immediately upon
            returning to the employ of the Employer if such former Participant
            had a nonforfeitable right to all or a portion of the account
            balance derived from Employer contributions at the time of
            termination from service.

      (b)   A former Participant who did not have a nonforfeitable right to any
            portion of the account balance derived from Employer contributions
            at the time of termination from service will be considered a new
            Employee, for eligibility purposes, if the number of consecutive one
            (1) year Service Breaks equal or exceed the greater of five (5) or
            the aggregate number of years of Service before such Service Breaks.
            If such former Participant's years of Service before termination
            from service may not be disregarded pursuant to the preceding
            sentence, such former Participant shall participate immediately upon
            reemployment.

      (c)   Any former Employee who was never a Participant and is reemployed as
            an Employee will be eligible to participate subject to the
            provisions of Section 2.1.

2.4   Change in Employment Status

      In the event that a Participant who was credited with a year of Service
      for the preceding Plan Year, at the request of the Employer, enters
      directly into the employ of any other business entity, such Participant
      shall be deemed to be an Active Participant. If such Participant returns
      to the employ of the Employer or becomes eligible for benefits pursuant to
      Articles VIII or IX, without interruption of employment with the Employer
      or other business entity, he shall be deemed not to have had a Service
      Break for such period. However, if such Participant does not immediately
      return to the employ of the Employer upon his termination of employment
      with such other business entity or upon recall by the Employer, he shall
      be deemed to have terminated his employment for all purposes of the Plan
      as of the Anniversary Date following the date of transfer.

2.5   Limitations on Participation of Owner-Employees

      Notwithstanding the above, Plans which allow Owner-Employees to
      participate must satisfy the following additional requirements:

      (a)   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 sections 401(a) and (d)


                                       17
<PAGE>

            of the Code for the Employees of this and all other trades or
            businesses.

      (b)   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 sections 401(a) and (d) of the Code and which
            provides contributions and benefits not less favorable than provided
            for Owner-Employees under this Plan.

      (c)   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
            under the most favorable plan of the trade or business which is not
            controlled.

            For purposes of the preceding paragraphs, 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:

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

            (2)   in the case of a partnership, own more than fifty percent
                  (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.



                                  ARTICLE III.
               CONTRIBUTIONS AND CREDITS TO MONEY PURCHASE PLANS

                  (The provisions of this Article shall apply only with respect
                  to Money Purchase Plans)

3.1   Employer Contributions

      For each Plan Year the Employer's contribution to the Fund shall be
      determined in


                                       18
<PAGE>

      accordance with the Adoption Agreement. Such contribution shall not exceed
      an amount equal to twenty-five percent (25%) of each Participant's
      Compensation.

3.2   Forfeitures

      Unless otherwise specified in the Adoption Agreement, any forfeitures
      which occur will reduce Employer contributions for the next Plan Year. If
      the Adoption Agreement specifies that forfeitures are to be allocated to
      the Accounts of other Participants, the Plan shall continue to be designed
      to qualify as a money purchase pension plan for purposes of sections
      401(a), 402, 412 and 417 of the Code.



3.3   Credit to Participants

      (a)   If the Plan is not integrated with Social Security, the Employer's
            contribution (as specified in the Adoption Agreement) for any Plan
            Year (and any forfeitures, if forfeitures are allocated to Active
            Participants in accordance with Section 3.2) shall be allocated to
            the Regular Account of each Active Participant in the ratio in which
            each Active Participant's Compensation for the Plan Year bears to
            that of all Active Participants for such Plan Year.

      (b)   If the Plan is integrated with Social Security:

            (i)   Subject to the overall permitted disparity limits, if under
                  Article XIII, the Plan is Top-Heavy for the Plan Year and the
                  minimum Top-Heavy contribution is made under the Plan, then
                  Employer Discretionary Contributions plus forfeitures shall be
                  allocated to the Account of each Participant who either
                  completes more than 500 Hours of Service during the Plan Year
                  or is employed on the last day of the Plan Year as follows:

                  Step One:   Contributions and forfeitures will be
                              allocated to each Participant's Account in the
                              ratio that each Participant's total Compensation
                              bears to all Participants' total Compensation, but
                              not in excess of 3% of each Participant's
                              Compensation.

                  Step Two:   Any contributions and forfeitures remaining
                              after the allocation in Step One will be allocated
                              to each Participant's Account in the ratio that
                              each Participant's Compensation for the Plan Year
                              in excess of the integration


                                       19
<PAGE>

                              level bears to the excess compensation of all
                              Participants, but not in excess of 3% of each
                              Participant's Compensation. For purposes of this
                              Step Two, in the case of any Participant who has
                              exceeded the Cumulative Permitted Disparity Limit
                              described below, such Participant's total
                              Compensation for the Plan Year will be taken into
                              account.

                  Step Three: Any contributions and forfeitures remaining
                              after the allocation in Step Two will be allocated
                              to each Participant's Account in the ratio that
                              the sum of each Participant's total Compensation
                              and Compensation in excess of the Integration
                              Level bears to the sum of all Participants' total
                              Compensation and Compensation in excess of the
                              Integration Level; however, the allocation cannot
                              exceed the product of (a) the Permitted Disparity
                              Percentage specified in the Adoption Agreement
                              multiplied by (b) each Participant's total
                              Compensation and Compensation in excess of the
                              Integration Level. For purposes of this Step
                              Three, in the case of any Participant who has
                              exceeded the Cumulative Permitted Disparity Limit
                              described below, two times such Participant's
                              total Compensation for the Plan Year will be taken
                              into account.

                  Step Four:  Any remaining Employer contributions or
                              forfeitures will be allocated to each
                              Participant's Account in the ratio that each
                              Participants's total Compensation for the Plan
                              Year bears to all Participants' total Compensation
                              for that year.

            The Integration Level shall be equal to the Taxable Wage Base or
            such lesser amount elected by the Employer in the Adoption
            Agreement.

            (ii)  Subject to the overall permitted disparity limits, if the Plan
                  is not Top Heavy for the Plan Year, Employer Discretionary
                  Contributions plus forfeitures shall be allocated to the
                  Account of each Participant who either completes more than 500
                  Hours of Service during the Plan Year or is employed on the
                  last day of the Plan Year as follows:

                  Step One:   Contributions and forfeitures will be
                              allocated to each Participant's Account in the
                              ratio that the sum of each Participant's total
                              Compensation and Compensation in excess of the
                              Integration Level bears to the sum of all
                              Participants' total Compensation and Compensation
                              in


                                       20

<PAGE>

                              excess of the Integration Level; however, the
                              allocation cannot exceed the product of (a) the
                              Permitted Disparity Percentage specified in the
                              Adoption Agreement multiplied by (b) each
                              Participant's total Compensation and Compensation
                              in excess of the Integration Level. For purposes
                              of this Step One, in the case of any Participant
                              who has exceeded the Cumulative Permitted
                              Disparity Limit described below, two times such
                              Participant's total Compensation for the Plan Year
                              will be taken into account.

                  Step Two:   Any remaining Employer contributions or
                              forfeitures will be allocated to each
                              Participant's Account in the ratio that each
                              Participants' total Compensation for the Plan Year
                              bears to all Participants' total Compensation for
                              that year.

            The Integration Level shall be equal to the Taxable Wage Base or
            such lesser amount elected by the Employer in the Adoption
            Agreement.

      Overall Permitted Disparity Limit

            Annual Overall Permitted Disparity Limit: Notwithstanding section
            4.3(b)(i) and (ii) above, for any Play Year this Plan benefits any
            Participant who benefits under another qualified plan or simplified
            employee pension, as defined in section 408(k) of the Code,
            maintained by the Employer that provides for permitted disparity (or
            imputes disparity), Employer contributions and forfeitures will be
            allocated to the Account of each Participant who either completes
            more than 500 Hours of Service during the Plan Year or is employed
            on the last day of the Plan Year in the ratio that such
            Participant's total Compensation bears to the total Compensation of
            all Participants.

            Cumulative Permitted Disparity Limit: Effective for Plan Years
            beginning on or after January 1, 1995, the Cumulative Permitted
            Disparity Limit for a Participant is 35 total cumulative permitted
            disparity years. Total cumulative permitted years means the number
            of years credited to the Participant for allocation or accrual
            purposes under this Plan, any other qualified plan or simplified
            employer pension plan (whether or not terminated) ever maintained by
            the Employer. For purposes of determining the Participant's
            cumulative permitted disparity limit, all years ending in the same
            calendar year are treated as the same year. If the Participant has
            not benefited under a defined benefit or target benefit plan for any
            year


                                       21
<PAGE>

            beginning on or after January 1, 1994, the Participant has no
            cumulative disparity limit.



                                   ARTICLE IV.
               CONTRIBUTIONS AND CREDITS TO PROFIT SHARING PLANS

               (The  provisions of this Article shall apply only with respect to
                     Profit Sharing Plans)

4.1   Limits on Employer Contributions

      Employer contributions for each Plan Year (including, if applicable,
      Elective Deferrals) shall be determined in accordance with the Adoption
      Agreement, but shall not exceed the maximum amount which shall constitute
      an allowable deduction under section 404(a) of the Code. Unless otherwise
      specified in the Adoption Agreement, Employer contributions may only be
      made out of Net Profits. If the Adoption Agreement provides that one or
      more Employer contributions may be made without regard to Net Profits, the
      Plan shall continue to be designed to qualify as a profit sharing plan for
      purposes of the Code.

4.2   Forfeitures

      Unless otherwise specified in the Adoption Agreement, forfeitures, if any,
      will be allocated to Participants' Accounts in the following manner:
      Forfeitures of Employer Discretionary Contributions will be allocated in
      the same manner as are such contributions. Forfeitures of Matching
      Contributions will be allocated to the Matching Contribution Account in
      the same manner as are such contributions. Forfeitures of Matching
      Contributions that are forfeited to the extent they relate to Excess
      Elective Deferrals, Excess Contributions or Excess Aggregate Contributions
      will be allocated to the Matching Contribution Account in the same manner
      as are such Matching Contributions, except no such forfeitures shall be
      allocated to any Highly Compensated Employee.

4.3   Employer Discretionary Contributions

      The following provisions shall apply if the Employer has elected in the
      Adoption Agreement to make Employer Discretionary Contributions.

      (a)   If the Plan is not integrated with Social Security, the Employer
            Discretionary


                                       22
<PAGE>

            Contribution for any Plan Year (and any forfeitures, if forfeitures
            are reallocated to Active Participants in accordance with Section
            4.2) shall be allocated to the Employer Discretionary Contribution
            Account established for each Active Participant in the ratio in
            which each Active Participant's Compensation for the Plan Year bears
            to that of all Active Participants for such Plan Year.

      (b)   If the Plan is integrated with Social Security:

            (i)   Subject to the overall permitted disparity limits,if under
                  Article XIII, the Plan is Top-Heavy for the Plan Year and the
                  minimum Top-Heavy contribution is made under the Plan, then
                  Employer Discretionary Contributions plus forfeitures shall be
                  allocated to the Account of each Participant who either
                  completes more than 500 Hours of Service during the Plan Year
                  or is employed on the last day of the Plan Year as follows:

                  Step One:   Contributions and forfeitures will be
                              allocated to each Participant's Account in the
                              ratio that each Participant's total Compensation
                              bears to all Participants' total Compensation, but
                              not in excess of 3% of each Participant's
                              Compensation.

                  Step Two:   Any contributions and forfeitures remaining
                              after the allocation in Step One will be allocated
                              to each Participant's Account in the ratio that
                              each Participant's Compensation for the Plan Year
                              in excess of the integration level bears to the
                              excess compensation of all Participants, but not
                              in excess of 3% of each Participant's
                              Compensation. For purposes of this Step Two, in
                              the case of any Participant who has exceeded the
                              Cumulative Permitted Disparity Limit described
                              below, such Participant's total Compensation for
                              the Plan Year will be taken into account.

                  Step        Three: Any contributions and forfeitures remaining
                              after the allocation in Step Two will be allocated
                              to each Participant's Account in the ratio that
                              the sum of each Participant's total Compensation
                              and Compensation in excess of the Integration
                              Level bears to the sum of all Participants' total
                              Compensation and Compensation in excess of the
                              Integration Level; however, the allocation cannot
                              exceed the product of (a) the Permitted Disparity


                                       23
<PAGE>

                              Percentage specified in the Adoption Agreement
                              multiplied by (b) each Participant's total
                              Compensation and Compensation in excess of the
                              Integration Level. For purposes of this Step
                              Three, in the case of any Participant who has
                              exceeded the Cumulative Permitted Disparity Limit
                              described below, two times such Participant's
                              total Compensation for the Plan Year will be taken
                              into account.

                  Step Four:  Any remaining Employer contributions or
                              forfeitures will be allocated to each
                              Participant's Account in the ratio that each
                              Participants's total Compensation for the Plan
                              Year bears to all Participants' total Compensation
                              for that year.

            The Integration Level shall be equal to the Taxable Wage Base or
            such lesser amount elected by the Employer in the Adoption
            Agreement.

            (ii)  Subject to the overall permitted disparity limits,if the Plan
                  is not Top- Heavy for the Plan Year, Employer Discretionary
                  Contributions plus forfeitures shall be allocated to the
                  Account of each Participant who either completes more than 500
                  Hours of Service during the Plan Year or is employed on the
                  last day of the Plan Year as follows:

                  Step One:   Contributions and forfeitures will be
                              allocated to each Participant's Account in the
                              ratio that the sum of each Participant's total
                              Compensation and Compensation in excess of the
                              Integration Level bears to the sum of all
                              Participants' total Compensation and Compensation
                              in excess of the Integration Level; however, the
                              allocation cannot exceed the product of (a) the
                              Permitted Disparity Percentage specified in the
                              Adoption Agreement multiplied by (b) each
                              Participant's total Compensation and Compensation
                              in excess of the Integration Level. For purposes
                              of this Step One, in the case of any Participant
                              who has exceeded the Cumulative Permitted
                              Disparity Limit described below, two times such
                              Participant's total Compensation for the Plan Year
                              will be taken into account.

                  Step Two:   Any remaining Employer contributions or
                              forfeitures will be allocated to each
                              Participant's Account in the ratio that each
                              Participant's total Compensation for the Plan Year
                              bears to all Participants' total Compensation for
                              that year.


                                       24
<PAGE>

            The Integration Level shall be equal to the Taxable Wage Base or
            such lesser amount elected by the Employer in the Adoption
            Agreement.

            Overall Permitted Disparity Limits

            Annual Overall Permitted Disparity Limit: Notwithstanding section
            4.3(b)(i) and (ii) above, for any Plan Year this Plan benefits any
            Participant who benefits under another qualified plan or simplified
            employee pension, as defined in section 408(k) of the Code,
            maintained by the Employer that provides for permitted disparity (or
            imputes disparity), Employer contributions and forfeitures will be
            allocated to the Account of each Participant who either completes
            more than 500 Hours of Service during the Plan Year or who is
            employed on the last day of the Plan Year in the ratio that such
            Participant's total Compensation bears to the total Compensation of
            all Participants.

            Cumulative Permitted Disparity Limit: Effective for Plan Years
            beginning on or after January 1, 1995, the Cumulative Permitted
            Disparity Limit for a Participant is 35 total cumulative permitted
            disparity years. Total cumulative permitted years means the number
            of years credited to the Participant for allocation or accrual
            purposes under this Plan, any other qualified plan or simplified
            employer pension plan (whether or not terminated) ever maintained by
            the Employer. For purposes of determining the Participant's
            cumulative permitted disparity limit, all years ending in the same
            calendar year are treated as the same year. If the Participant has
            not benefited under a defined benefit or target benefit plan for any
            year beginning on or after January 1, 1994, the Participant has no
            cumulative disparity limit.

4.4   401(k) Cash or Deferred Arrangements ("CODA")/Thrift Contributions

      (1)   Elective Deferrals

            If elected in the Adoption Agreement, the Employer may make
            contributions under a CODA.

            (a)   Allocation of Deferrals. The Employer shall contribute and
                  allocate to each Participant's Elective Deferral Account an
                  amount equal to the amount of a Participant's Elective
                  Deferrals.

                  (1)   Elective Deferrals Pursuant to a Salary Reduction
                        Agreement. To the extent provided in the Adoption
                        Agreement, a Participant may


                                       25

<PAGE>

                        elect to have Elective Deferrals made under this Plan.
                        Elective Deferrals shall include both single-sum and
                        continuing contributions made pursuant to a salary
                        reduction agreement.

                        (i)   Commencement of Elective Deferrals. A Participant
                              shall be afforded a reasonable period at least
                              once each calendar year, as specified in the
                              Adoption Agreement, to elect to commence Elective
                              Deferrals. Such election shall become effective as
                              soon as administratively feasible, but not before
                              the time specified in the Adoption Agreement.

                        (ii)  Modification and Termination of Elective
                              Deferrals. A Participant's election to commence
                              Elective Deferrals shall remain in effect until
                              modified or terminated. A Participant shall be
                              afforded a reasonable period at least once each
                              calendar year, as specified in the Adoption
                              Agreement, to modify the amount or frequency of
                              his or her Elective Deferrals. A Participant may
                              terminate his or her election to make Elective
                              Deferrals at any time.

                  (2)   Cash bonuses. If permitted in the Adoption Agreement, a
                        Participant may also base Elective Deferrals on cash
                        bonuses that, at the Participant's election, may be
                        contributed to the CODA or received by the Participant
                        in cash. A Participant shall be afforded a reasonable
                        period at least once a year to elect to defer such
                        amounts to the CODA. Such election shall become
                        effective as soon as administratively feasible, but not
                        before the time specified in the Adoption Agreement.

                  (3)   Elective Deferrals shall be contributed and allocated to
                        the Fund as soon as practicable (but in no event later
                        than 90 days) following the close of the applicable pay
                        period.

            (2)   Thrift Contributions

                  Starting for Plan Year(s) beginning January 1, 1987, if
                  permitted under the Adoption Agreement, Participants may make
                  Thrift Contributions which shall be allocated to a Thrift
                  Account for each such Participant.

                  (a)   A Participant shall always be one hundred percent (100%)
                        vested in his Thrift Account.



                                       26
<PAGE>

                  (b)   Unless specified otherwise in the Adoption Agreement,
                        Thrift Contributions shall take effect on the
                        Anniversary Date coincident with or next following the
                        Participant's election to make Thrift Contributions.
                        Elections to change the amount of the Thrift
                        Contribution shall take effect on the Change Date
                        specified in the Adoption Agreement which is coincident
                        with or next following the date the Participant's
                        election is received by the Committee. Notwithstanding
                        this provision, a Participant's revocation of an
                        election to make Thrift Contributions shall take effect
                        as soon as administratively feasible.

                  (c)   Thrift Contributions shall be made to the Fund as soon
                        as practicable (but in no event later than 90 days)
                        following the close of the applicable pay period.

                  (d)   Notwithstanding any other provisions of this Section
                        4.4(2), distributions or withdrawals from a
                        Participant's Thrift Account shall be made in accordance
                        with the rules applicable to Voluntary Contributions
                        under Section 10.1 However, if the Employer has elected
                        to make Matching Contributions with respect to Thrift
                        Contributions, any Participant who withdraws any amount
                        from his Thrift Account, shall be precluded from making
                        Thrift Contributions until the next permitted Change
                        Date specified in the Adoption Agreement which is at
                        least six (6) months after the date of withdrawal.

                  (e)   Thrift Contributions shall be subject to the
                        Contribution Percentage tests and the rules applicable
                        to Excess Aggregate Contributions set forth in Section
                        4.7.

            (3)   Matching Contributions

                  (a)   If elected by the Employer in the Adoption Agreement,
                        the Employer will make Matching Contributions to the
                        Plan. The amount of such Matching Contributions shall be
                        calculated by reference to each eligible Participant's
                        Elective Deferrals or Thrift Contributions or Combined
                        Contributions as specified by the Employer in the
                        Adoption Agreement.

                  (b)   Separate Account. Matching Contributions shall be
                        allocated to




                                       27
<PAGE>

                        each eligible Participant's Employer Matching
                        Contribution Account.

                  (c)   Vesting. Matching Contributions will be vested in
                        accordance with the Employer's election in the Adoption
                        Agreement and the terms of this plan. Notwithstanding
                        anything in the Plan to the contrary, Matching
                        Contributions shall be forfeited to the extent they
                        relate to Excess Elective Deferrals, Excess
                        Contributions or Excess Aggregate Contributions, and
                        shall not be taken into account for purposes of Section
                        4.7(a).

                  (d)   Forfeitures. Forfeitures of Matching Contributions other
                        than Excess Aggregate Contributions shall be made in
                        accordance with the forfeiture provisions pursuant to
                        Section 4.2 of the Plan.

                  (e)   Matching Contributions shall be subject to the
                        Contribution Percentage tests and the rules applicable
                        to Excess Aggregate Contributions set forth in Section
                        4.7.

            (4)   Qualified Matching Contributions

                  (a)   If elected by the Employer in the Adoption Agreement,
                        the Employer will make Qualified Matching Contributions
                        to the CODA. The amount of such Qualified Matching
                        Contributions shall be calculated by reference to each
                        eligible Participant's Elective Deferrals or the
                        Elective Deferral portion of Combined Contributions, as
                        specified in the Adoption Agreement.

                  (b)   Separate Account. Qualified Matching Contributions shall
                        be allocated to each Participant's Qualified Nonelective
                        Contribution Account.

                  (c)   Vesting. Qualified Matching Contributions shall be fully
                        vested and nonforfeitable at all times.

                  (d)   Distributions. Qualified Matching Contributions and
                        income allocable thereto shall be distributable only in
                        accordance with Section 4.10.

            (5)   Qualified Nonelective Contributions


                                       28
<PAGE>

                  (a)   The Employer may elect to make Qualified Nonelective
                        Contributions under the Plan on behalf of Employees as
                        provided in the Adoption Agreement.

                        The Qualified Nonelective Contributions will be
                        allocated to each eligible Participant's Qualified
                        Nonelective Contribution Account in the ratio in which
                        each eligible Participant's Compensation for the Plan
                        Year bears to the total Compensation of all eligible
                        Participants for such Plan Year.

                  (b)   Separate Account. Qualified Nonelective Contributions
                        shall be allocated to each Eligible Participant's
                        Qualified Nonelective Contribution Account.

                  (c)   Vesting. Qualified Nonelective Contributions shall be
                        fully vested and nonforfeitable at all times.

                  (d)   Distributions. Qualified Nonelective Contributions and
                        income allocable thereto shall be distributable only in
                        accordance with Section 4.10.

4.5   Maximum Amount of Elective Deferrals

      (a)   General Rule. A Participant's Elective Deferrals are subject to any
            limitations imposed in the Adoption Agreement and any further
            limitations under the Plan. No Participant shall be permitted to
            have Elective Deferrals made under this Plan or any other CODA
            maintained by the Employer or an Affiliated Employer, during any
            calendar year beginning after 1986, in excess of the adjusted dollar
            limitation of section 402(g) of the Code. Other dollar limitations
            may apply under section 402(g) of the Code to the extent that a
            Participant makes Elective Deferrals to arrangements other than
            CODAs (see also sections 402(h)(1)(B), 403(b), 457, and 501(c)(18)
            of the Code).

      (b)   Distribution of Excess Elective Deferrals. A Participant may
            allocate to the Plan any Excess Deferrals made during a calendar
            year by notifying the Committee on or before the date specified in
            the Adoption Agreement of the amount of the Excess Elective
            Deferrals to be assigned to the Plan. A Participant shall be deemed
            to notify the Committee of any Excess Elective Deferrals that arise
            by taking into account only those Elective Deferrals made to this
            Plan and any other plans of the Employer. Notwithstanding any other
            provision of the Plan, Excess Elective Deferrals, plus any income
            and minus any loss allocable thereto, shall be


                                       29
<PAGE>

            distributed no later than April 15 to Participants to whose accounts
            Excess Elective Deferrals were allocated for the preceding year and
            who claim Excess Elective Deferrals for such taxable year no later
            than the date specified in the Adoption Agreement.

      (c)   Determination of Income or Loss. Excess Elective Deferrals shall be
            adjusted for income or loss for the taxable year. Unless indicated
            otherwise by the Committee, the income or loss allocable to Excess
            Elective Deferrals is the income or loss allocable to the
            Participant's Elective Deferral Account for the taxable year
            multiplied by a fraction, the numerator of which is such
            Participant's Excess Elective Deferrals for the year and the
            denominator is the Participant's account balance attributable to
            Elective Deferrals without regard to any income or loss occurring
            during such taxable year. If the Committee selects another method in
            order to compute the income or loss, the method selected must not
            violate the requirements of Code section 401(a)(4) and must be used
            consistently for all Plan participants and for all corrective
            distributions under the Plan for the taxable year.

4.6   Average Actual Deferral Percentage Tests

      (a)   General Rule. The Average Actual Deferral Percentage for Eligible
            Participants who are Highly Compensated Employees for each Plan Year
            beginning on or after January 1, 1987 and the Average Actual
            Deferral Percentage for Eligible Participants who are Non-Highly
            Compensated Employees for the same Plan Year must satisfy one of the
            following tests:

            (1)   The Average Actual Deferral Percentage for Eligible
                  Participants who are Highly Compensated Employees for the Plan
                  Year shall not exceed the Average Actual Deferral Percentage
                  for Eligible Participants who are Non-Highly Compensated
                  Employees for the Plan Year multiplied by 1.25;

                  or

            (2)   The Average Actual Deferral Percentage for Eligible
                  Participants who are Highly Compensated Employees for the Plan
                  Year shall not exceed the Average Actual Deferral Percentage
                  for Eligible Participants who are Non-Highly Compensated
                  Employees for the Plan Year multiplied by 2.0, provided that
                  the Average Actual Deferral Percentage for Eligible
                  Participants who are Highly Compensated Employees does not
                  exceed the Average Actual Deferral Percentage for Eligible
                  Participants who are Non-Highly Compensated Employees by more
                  than two (2) percentage points.


                                       30
<PAGE>

                  (b)   Special Rules.

                        (1)   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, if applicable, Qualified
                              Nonelective Contributions or Qualified Matching
                              Contributions, or both) allocated for his account
                              under two or more CODAs, that are maintained by
                              the Employer, shall be determined as if such
                              Elective Deferrals (and, if applicable, such
                              Qualified Nonelective Contributions and Qualified
                              Matching Contributions, or both) were made under a
                              single arrangement. If a Highly Compensated
                              Employee participates in two or more CODAs that
                              have different Plan Years, all CODAs ending with
                              or within the same calendar year shall be treated
                              as a single arrangement.

                        (2)   In the event that this Plan satisfies the
                              requirements of sections 401(a)(4), 401(k) or
                              410(b) of the Code only if aggregated with one or
                              more other plans, or if one or more other plans
                              satisfy the requirements of such sections of the
                              Code only if aggregated with this Plan, then this
                              Section shall be applied by determining the Actual
                              Deferral Percentage of Eligible Participants as if
                              all such plans were a single plan. For Plan Years
                              beginning after December 31, 1989, plans may be
                              aggregated in order to satisfy section 401(k) of
                              the Code only if they have the same Plan Year.

                        (3)   For purposes of the Average Actual Deferral
                              Percentage of an Eligible Participant who is a 5
                              percent owner or one of the 10 most highly-paid
                              Highly Compensated Employees, the Elective
                              Deferrals (and, if applicable, Qualified
                              Nonelective Contributions or Qualified Matching
                              Contributions, or both) and Compensation of such
                              Participant shall include the Elective Deferrals
                              (and, if applicable, Qualified Nonelective
                              Contributions and Qualified Matching Contributions
                              or both), and Compensation for the Plan Year of
                              Family Members.


                                       31
<PAGE>

                              Family Members, with respect to Highly Compensated
                              Employees, shall be disregarded as separate
                              employees in determining the Actual Deferral
                              Percentage both for Eligible Participants who are
                              Non-Highly Compensated Employees and for Eligible
                              Participants who are Highly Compensated Employees.

                        (4)   Notwithstanding anything in this Plan to the
                              contrary, Qualified Nonelective Contributions and
                              Qualified Matching Contributions used to meet the
                              Average Actual Deferral Percentage tests may be
                              made at any time before the last day of the twelve
                              (12) month period immediately following the Plan
                              Year to which the contributions relate.

                        (5)   The determination and treatment of the Elective
                              Deferrals, Qualified Nonelective Contributions,
                              Qualified Matching Contributions and the Actual
                              Deferral Percentage of any Eligible Participant
                              shall satisfy such other requirements as may be
                              prescribed by the Secretary of the Treasury.

                        (6)   The Employer shall maintain adequate records to
                              demonstrate compliance with the Average Actual
                              Deferral Percentage tests, including the extent to
                              which Qualified Nonelective and Qualified Matching
                              Contributions are taken into account.

                  (c)   Distribution of Excess Contributions. Notwithstanding
                        any other provision of the Plan except Section 4.6(d)
                        below, 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 Excess Contributions were
                        allocated for the preceding Plan Year. The amount of
                        Excess Contributions to be distributed shall be reduced
                        by the amount of any Excess Contributions
                        recharacterized in accordance with Section 4.6(d) below.
                        Distributions of Excess Contributions shall be made to
                        Highly Compensated Employees on the basis of the
                        respective portions of the Excess Contributions
                        attributable to each Highly Compensated Employee. Excess
                        Contributions shall be allocated to Participants who are
                        subject to the family member aggregation rules of
                        section 414(q)(6) of the Code in the manner prescribed
                        by the regulations. [If such excess amounts are not]


                                       32
<PAGE>

                        distributed or recharacterized (in accordance with
                        Section 4.6(d) below) within 2 1/2months after thE last
                        day of the Plan Year in which such excess amounts arose,
                        then section 4979 of the Code imposes a ten percent
                        (10%) excise tax on the Employer maintaining the Plan
                        with respect to such amounts.] Excess Contributions of
                        Participants who are subject to the Family Member
                        aggregation rules described in Section 4.6(b)(3) shall
                        be allocated among the Family Members in proportion to
                        the Elective Deferrals (and amounts treated as Elective
                        Deferrals) of each Family Member that is combined to
                        determine the combined Actual Deferral Percentage.

                        (1)   Determination of Income or Loss. Excess
                              Contributions shall be adjusted for income or loss
                              for the Plan Year. Unless indicated otherwise by
                              the Committee, the income or loss allocable to
                              Excess Contributions is the income or loss
                              allocable to the Participant's Elective Deferrals
                              (and, if applicable, Qualified Nonelective
                              Contributions or Qualified Matching Contributions
                              or both) for the Plan Year multiplied by a
                              fraction, the numerator of which is such
                              Participant's Excess Contributions for the year
                              and the denominator is the Participant's account
                              balance attributable to Elective Deferrals (and,
                              if applicable, Qualified Nonelective Contributions
                              or Qualified Matching Contributions or both)
                              without regard to any income or loss occurring
                              during such Plan Year. If the Committee selects
                              another method in order to compute the income or
                              loss, the method selected must not violate the
                              requirements of Code section 401(a)(4) and must be
                              used consistently for all Plan participants and
                              for all corrective distributions under the Plan
                              for the Plan Year.

                        (2)   Accounting for Excess Contributions. Excess
                              Contributions shall be distributed first from the
                              Participant's account balance attributable to
                              Elective Deferrals and (to the extent used in the
                              Average Actual Deferral Percentage tests)
                              Qualified Matching Contributions in proportion to
                              the Participant's Elective Deferrals and Qualified
                              Matching Contributions for the Plan Year. Excess
                              Contributions shall be distributed from the
                              Participant's Qualified Nonelective Contribution


                                       33
<PAGE>

                              Account only to the extent that such Excess
                              Contributions exceed the Participant's account
                              balance attributable to Elective Deferrals and
                              Qualified Matching Contributions.

                  (d)   Recharacterization of Excess Contributions. If the Plan
                        provides for Thrift Contributions by Participants and if
                        permitted in the Adoption Agreement, each Participant to
                        whom Excess Contributions are allocable may elect, in
                        lieu of distribution under Section 4.6(c) above, that
                        all or a portion of such Excess Contributions be
                        recharacterized as Thrift Contributions no later than
                        the later of (i) 2 1/2months after the last day of the
                        Plan Year in which such excess amounts arose or (ii)
                        October 24, 1988. Recharacterization 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.

                        In no event may the amount of Excess Contributions
                        recharacterized for any Plan Year exceed the amount of
                        Elective Deferrals for such Plan Year. Excess
                        Contributions may not be recharacterized as Thrift
                        Contributions to the extent that, in combination with
                        the Thrift Contributions actually made for the Plan
                        Year, they exceed the maximum amount of Thrift
                        Contributions permitted under the Plan (prior to the
                        application of the Contribution Percentage tests of
                        Section 4.7).

                        Recharacterized Excess Contributions shall be treated as
                        Thrift Contributions for purposes of the Contribution
                        Percentage tests of Section 4.7.

                        However, no matching Employer contribution shall be made
                        with respect to Recharacterized Contributions. In
                        addition, recharacterized Excess Contributions shall be
                        reported to the Internal Revenue Service and the
                        Participant as employee contributions in accordance with
                        such rules as the Internal Revenue Service may prescribe
                        and shall be accounted for as Voluntary Contributions
                        for purposes of sections 72 and 6047 of the Code.
                        Recharacterized Excess Contributions will be taxable to
                        the Participant for the Participant's taxable year in
                        which the Participant would have


                                       34
<PAGE>

                        received them in cash. Recharacterized Excess
                        Contributions will be taxable to the Participant for the
                        Participant's taxable year in which the Participant
                        would have received them in cash. Recharacterized Excess
                        Contributions shall remain non-forfeitable and shall
                        continue to be treated for all other purposes, including
                        the limitations on distributions of section 401(k), the
                        deduction limitations of section 404 of the Code, the
                        contribution limitations of section 415 of the Code and
                        the top heavy rules of section 416 of the Code, as
                        Elective Deferrals, except that Recharacterized Excess
                        Contributions which relate to Plan Years beginning
                        before January 1, 1989 shall be treated as employee
                        contributions for purposes of section 401(k)(2) of the
                        Code. Recharacterized Excess Contributions shall be
                        allocated to the Participant's Elective Deferral
                        Account.

4.7   Average Contribution Percentage Tests

      (a)   General Rule. The Average Contribution Percentage for Eligible
            Participants who are Highly Compensated Employees for each Plan Year
            beginning on or after January 1, 1987 and the Average Contribution
            Percentage for Eligible Participants who are Non-Highly Compensated
            Employees for the same Plan Year must satisfy one of the following
            tests:

            (1)   The Average Contribution Percentage for Eligible Participants
                  who are Highly Compensated Employees for the Plan Year shall
                  not exceed the Average Contribution Percentage for Eligible
                  Participants who are Non-highly Compensated Employees for the
                  Plan Year multiplied by 1.25; or

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

      (b)   Multiple Use Test.

            (1)   Effective for Plan Years beginning on or after January 1,
                  1989, if one or more Highly Compensated Employees participate
                  in both a CODA and a plan subject to the Average Contribution
                  Percentage tests maintained by


                                       35
<PAGE>

                  the Employer and the sum of the Average Actual Deferral
                  Percentage and Average Contribution Percentage of those Highly
                  Compensated Employees subject to either or both tests exceeds
                  the "Aggregate Limit" (as defined in (2) below), then the
                  Average Contribution Percentage of those Highly Compensated
                  Employees who also participate in a CODA will be reduced
                  (beginning with such Highly Compensated Employee whose
                  Contribution Percentage is the highest) 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 Average
                  Actual Deferral Percentage and Average Contribution Percentage
                  of the Highly Compensated Employees are determined after any
                  corrections required to meet the Average Actual Deferral
                  Percentage and Average Contribution Percentage tests.
                  Notwithstanding the foregoing, the Multiple Use limitations of
                  Section 4.7 (b) do not apply if the Average Actual Deferral
                  Percentage of Eligible Participants who are Highly Compensated
                  Employees does not exceed 1.25 multiplied by the Average
                  Actual Deferral Percentage of all other Eligible Participants
                  and the Average Contribution Percentage of Eligible
                  Participants who are Highly Compensated Employees does not
                  exceed 1.25 multiplied by the Average Contribution Percentage
                  of all other Eligible Participants.

            (2)   For this purpose, "Aggregate Limit" shall mean the greater of
                  the limit produced by (A) or (B) below:

                  (A)   the sum of (i) one hundred twenty-five percent (125%) of
                        the greater of the Average Actual Deferral Percentage of
                        the Non-Highly Compensated Employees eligible to
                        participate in the CODA for the Plan Year or the Average
                        Contribution Percentage of the Non-Highly Compensated
                        Employees eligible to participate under the Plan subject
                        to section 401(m) of the Code for the Plan Year
                        beginning with or within the Plan Year of the CODA, and
                        (ii) two (2) plus the lesser of such Average Actual
                        Deferral Percentage or Average Contribution Percentage
                        (however, this amount shall not exceed two hundred
                        percent (200%) of the lesser such Average Actual
                        Deferral Percentage or Average Contribution Percentage).

                  (B)   the sum of (i) one hundred twenty-five percent (125%) of
                        the lesser of the Average Actual Deferral Percentage of
                        the Non-Highly Compensated Employees eligible to
                        participate in the


                                       36
<PAGE>

                        CODA for the Plan Year or the Average Contribution
                        Percentage of the Non-Highly Compensated Employees
                        eligible to participate under the Plan subject section
                        401(m) of the Code for the Plan Year beginning with or
                        within the Plan Year of the CODA, and (ii) two (2) plus
                        the greater of such Average Actual Deferral Percentage
                        or Average Contribution Percentage (however, this amount
                        shall not exceed two hundred percent (200%) of the
                        greater of such Average Actual Deferral Percentage or
                        Average Contribution Percentage).

      (c)   Special Rules.

            (1)   For purposes of this Section 4.7, the Contribution Percentage
                  for any Participant who is a Highly Compensated Employee and
                  who is eligible to have Contribution Percentage Amounts
                  allocated to his account under two or more Plans described in
                  section 401(a) of the Code, or CODAs, that are maintained by
                  the Employer or an Affiliated 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 CODAs that have different Plan Years, all CODAs
                  ending with or within the same calendar year shall be treated
                  as a single arrangement.

            (2)   In the event that this Plan satisfies the requirements of
                  sections 401(a)(4), 401(m) or 410(b) of the Code only if
                  aggregated with one or more other plans, or if one or more
                  other plans satisfy the requirements of such sections of the
                  Code only if aggregated with this Plan, then this Section
                  shall be applied by determining the Contribution Percentages
                  of Participants as if all such plans were a single plan. For
                  Plan Years beginning after December 31, 1989, plans may be
                  aggregated in order to satisfy section 401(m) of the Code only
                  if they have the same Plan Year.

            (3)   For purposes of determining the Contribution Percentage of an
                  Eligible Participant who is a 5-percent owner or one of the 10
                  most highly-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. Family
                  Members, with respect to Highly Compensated Employees, shall
                  be disregarded as separate employees in determining the
                  Average Contribution Percentage both for Eligible Participants
                  who




                                       37
<PAGE>

                  are Non-Highly Compensated Employees and for Eligible
                  Participants who are Highly Compensated Employees.

            (4)   For purposes of the Contribution Percentage tests, Voluntary
                  Contributions and Thrift Contributions are considered to have
                  been made in the Plan Year in which contributed to the Fund.
                  Notwithstanding anything in this Plan to the contrary,
                  Matching Contributions will be considered made for a Plan Year
                  if allocated to such year and made no later than the end of
                  the twelve (12) month period beginning on the day after the
                  close of the Plan Year.

            (5)   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.

            (6)   The Employer shall maintain adequate records to demonstrate
                  compliance with the Average Contribution Percentage tests.

      (d)   Distribution of Excess Aggregate Contributions. 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. [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, then section 4979 of the Code imposes a ten percent
            (10%) excise tax on the Employer maintaining the Plan with respect
            to such amounts]. Excess Aggregate Contributions of Participants
            who are subject to the Family Member aggregation rules described
            in Section 4.7(c)(3) shall be allocated among the Family Members
            in proportion to the Thrift Contributions, Voluntary Contributions,
            and Matching Contributions (or amounts treated as Matching
            Contributions) of each Family Member that is combined to determine
            the combined Actual Contribution Percentage.

            (1)   Determination of Income or Loss. The Excess Aggregate
                  Contributions shall be adjusted for income or loss for the
                  Plan Year. Unless indicated otherwise by the Committee, the
                  income or loss allocable to Excess Aggregate Contributions is
                  the income or loss allocable to the Participant's Voluntary
                  Contribution Account, Thrift Account and Employer Matching
                  Contribution Account for the Plan Year multiplied by a
                  fraction, the numerator of which is such Participant's Excess
                  Aggregate Contributions for the year and the denominator is
                  the Participant's account balance(s)


                                       38

<PAGE>

                  attributable to Contribution Percentage Amounts without regard
                  to any income or loss occurring during such Plan Year. If the
                  Committee selects another method in order to compute the
                  income or loss, the method selected must not violate the
                  requirements of Code section 401(a)(4) and must be used
                  consistently for all Plan participants and for all corrective
                  distributions under the Plan for the Plan Year.

            (2)   Treatment of Forfeitures. Forfeitures of Excess Aggregate
                  Contributions shall be allocated to Participants' Accounts or
                  applied to reduce Employer contributions, as elected by the
                  Employer in the Adoption Agreement, under Section 4.2. If
                  forfeitures are reallocated to the accounts of Participants
                  under Section 4.2, forfeitures of Excess Aggregate
                  Contributions shall be allocated in the same manner as
                  Matching Contributions, except that no such forfeitures shall
                  be allocated to any Highly Compensated Employee.

            (3)   The determination of the Excess Aggregate Contributions shall
                  be made after first determining the Excess Elective Deferrals
                  pursuant to Section 4.5, and then determining the Excess
                  Contributions pursuant to Section 4.6.

4.8   Non-Hardship Withdrawals

      (a)   If Employer Discretionary Contributions are not integrated with
            Social Security and a Participant's Employer Discretionary
            Contributions and Matching Contribution Accounts are 100% vested at
            the time of distribution, and if permitted by the Adoption
            Agreement, a Participant may make withdrawals from his Employer
            Discretionary Contributions and Matching Contribution Accounts, for
            any reason, after attainment of age fifty-nine and one-half (59
            1/2).

      (b)   If permitted by the Adoption Agreement, a Participant may make
            withdrawals from his Elective Deferral Account or Qualified
            Nonelective Contribution Account, for any reason, after attainment
            of age fifty-nine and one-half (59 1/2).

      (c)   A withdrawal under (a) or (b) above may be made at such time as the
            Committee shall designate, but not more than quarterly during a Plan
            Year provided that no single withdrawal shall be less than five
            hundred dollars ($500) and a withdrawal by a Participant prior to
            his separation from service may never exceed the smaller of the
            actual amount contributed to the account or the adjusted value of
            the account.


                                       39
<PAGE>

      (d)   If the Plan is subject to the Automatic Annuity Rules of Section
            8.2, the written consent of the Participant's spouse (consistent
            with the requirements for a Qualified Election under Section 8.2)
            must be obtained with respect to any withdrawal.

4.9   Distribution on Account of Financial Hardship

      (a)   If elected by the Employer in the Adoption Agreement, distributions
            may be made from a Participant's Elective Deferral, Qualified
            Nonelective Contribution Account, vested portion of the
            Participant's Employer Discretionary Contribution Account, or the
            vested portion of the Employer Matching Contribution Account on
            account of financial hardship if the distribution is necessary in
            light of the immediate and heavy financial needs of the Participant.

            Effective for Plan Years beginning on or after January 1, 1989,
            distributions on account of financial hardship with respect to
            Elective Deferrals shall be limited to the amount of the
            Participant's Elective Deferrals and income allocable to such
            contributions credited to the Participant's Elective Deferral
            Account as of the end of the last Plan Year ending before July 1,
            1989; neither the income allocable to Elective Deferrals credited to
            a Participant's Elective Deferral Account after the end of the last
            Plan Year ending before July 1, 1989 nor a Participant's Qualified
            Non-elective Contribution Account shall be available for such
            distributions.

      (b)   A distribution on account of financial hardship shall not exceed the
            amount required to meet the immediate financial need created by the
            hardship. With respect to the Elective Deferral Account, and the
            Qualified Nonelective Contribution Account, the determination of the
            existence of financial hardship, and the amount required to meet the
            immediate financial need created by the hardship shall be made by
            the Committee, in accordance with the criteria specified in (c)
            below.

            With respect to the Employer Discretionary Contribution Account and
            the Employer Matching Contribution Account, the determination of the
            existence of financial hardship, and the amount required to meet the
            immediate financial need created by the hardship shall be made by
            the Committee, in accordance with the criteria specified in (d)
            below.

            If the Plan is subject to the Automatic Annuity Rules of Section
            8.2, the written consent of the Participant's spouse (consistent
            with the requirements for a Qualified Election under Section 8.2)
            must be obtained with respect to any withdrawal on account of
            financial hardship.


                                       40
<PAGE>

            The Committee shall establish written procedures specifying the
            requirements for distributions on account of hardship, including the
            forms to be submitted. Distributions of amounts under this Section
            shall be made as soon as administratively feasible.

      (c)   (1)  Immediate and Heavy Financial Need. Hardship distributions will
                 be allowed only on account of:

                  (i)   Expenses for medical care (described in section 213(d)
                        of the Code) incurred by the Employee, the Employee's
                        spouse, or any dependents of the Employee (as defined in
                        section 152 of the Code) or necessary for these persons
                        to obtain such care;

                  (ii)  Purchase (excluding mortgage payments) of a principal
                        residence for the Employee;

                  (iii) Payment of tuition and related educational fees for the
                        next 12 months of post-secondary education for the
                        Employee, the Employee's spouse, children or dependents;

                  (iv)  The need to prevent the eviction of the Employee from
                        his principal residence or foreclosure on the mortgage
                        of the Employee's principal residence; or

                  (v)   Such other financial need which the Commissioner of
                        Internal Revenue, through the publication of revenue
                        rulings, notices and other documents of general
                        applicability, deems to be immediate and heavy.

            (2)   Distribution Necessary to Satisfy Financial Need. A
                  distribution shall not be made on account of a financial need
                  unless all of the following requirements are satisfied:

                  (i)   The distribution is not in excess of the amount of the
                        immediate and heavy financial need (including amounts
                        necessary to pay any federal, state or local income
                        taxes or penalties reasonably anticipated to result from
                        the distribution) of the Employee;

                  (ii)  The Employee has obtained all distributions, other than
                        hardship distributions, and all nontaxable loans
                        currently available under all


                                       41
<PAGE>

                        plans maintained by the Employer;

                  (iii) Elective contributions and employee contributions
                        under this Plan and all other qualified and nonqualified
                        deferred compensation plans maintained by the Employer
                        (other than mandatory contributions to a defined benefit
                        plan) shall be suspended for at least twelve (12) months
                        after receipt of the hardship distribution. For this
                        purpose, the phrase "qualified and nonqualified deferred
                        compensation plans" includes stock option, stock
                        purchase and similar plans, and cash or deferred
                        arrangements under a cafeteria plan, within the meaning
                        of Section 125 of the Code. It does not include health
                        or welfare benefit plans; and

                  (iv)  The Plan, and all other plans maintained by the
                        Employer, provide that the Employee may not make
                        elective contributions for the Employee's taxable year
                        immediately following the taxable year of the hardship
                        distribution in excess of the applicable limit under
                        section 402(g) of the Code for such next taxable year
                        less the amount of such Employee's elective
                        contributions for the taxable year of the hardship
                        distribution.

                        An Employee shall not fail to be treated as an Eligible
                        Participant for purposes of the Actual Deferral
                        Percentage tests of Section 4.6 merely because his
                        Elective Deferrals are suspended in accordance with this
                        provision.

      (d)   Immediate and Heavy Financial Need. The determination of whether an
            immediate and heavy financial need exists shall be made by the
            Committee in a uniform and nondiscriminatory manner. The criteria
            may include the events described in Section 4.9(c) of this plan.

      (e)   If a distribution is made pursuant to this Section when the
            Participant has a nonforfeitable right to less than 100 percent of
            his Account balance derived from contributions made by the Employer
            and the Participant may increase the nonforfeitable percentage in
            the account:

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

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


                                       42
<PAGE>

                        X = P(AB + (R x D)) - (R x D)

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

4.10  Special Distribution Rules

            Except as provided in the Adoption Agreement, Elective Deferrals,
            Qualified Nonelective Contributions, Qualified Matching
            Contributions and income allocable thereto are not distributable to
            the Participant, or the Participant's Beneficiary, in accordance
            with the Participant's or Beneficiary's election, earlier than upon
            separation from service, death, or Total and Permanent Disability.
            Distribution (if elected in the Adoption Agreement) upon termination
            of the Plan without the establishment or maintenance of a successor
            plan, the Employer's sale of substantially all of the assets of a
            trade or business or the sale of the Employer's interest in a
            subsidiary may only be made, after March 31, 1988, in a lump sum
            distribution within the meaning of section 401(k)(10)(B) of the
            Code.

            Unless the Plan is a Profit Sharing Plan exempt from the Automatic
            Annuity rules of Section 8.2 pursuant to Section 8.3, 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 contained in sections 401(a)(11)
            and 417 of the Code.



                                   ARTICLE V.
               CONTRIBUTIONS AND CREDITS TO TARGET BENEFIT PLANS


                 [All provisions regarding target benefit plan]
                  contributions are in the Adoption Agreement
                   for Dreyfus Standardized Prototype Target
                           Benefit Plan No. 01004].



                                       43
<PAGE>

                                   ARTICLE VI.
                       CONTRIBUTION AND ALLOCATION LIMITS

6.1   Timing of Contributions

      Contributions under Sections 3.1, 4.1, 4.4(3), 4.4(4), 4.4(5) and 5.1
      shall be made no later than the time prescribed by law (including any
      extensions thereof) for filing the Employer's federal income tax return
      for the Plan Year for which they are made.

6.2   Deductibility of Contributions

      All contributions made by an Employer shall be conditioned upon their
      deductibility by the Employer for income tax purposes; provided, however,
      that no contributions shall be returned to an Employer except as provided
      in Section 6.3.

6.3   Return of Employer Contributions

      Notwithstanding any other provision of this Plan, contributions made by an
      Employer may be returned to such Employer if:

      (a)   the contribution was made by reason of a mistake of fact and is
            returned to the Employer within one year of the mistaken
            contribution, or

      (b)   the contribution was conditioned upon its deductibility by the
            Employer for income tax purposes, the deduction was disallowed and
            the contribution is returned to the Employer within one year after
            the disallowance of the deduction, or

      (c)   the contribution was conditioned upon initial qualification of the
            Plan, the Plan was submitted to the Internal Revenue Service for a
            determination as to its initial qualification within the time
            prescribed by law for filing the Employer's return for the taxable
            year in which the Plan was adopted or such later date as the
            Secretary of the Treasury may prescribe, the Plan received an
            adverse determination, and the contribution is returned to the
            Employer within one year after the date of the adverse
            determination.

      Employer contributions may be returned even if such contributions have
      been allocated to a Participant's Account which is fully or partially
      nonforfeitable and it is necessary to adjust said Account to reflect the
      return of the Employer contributions. The amount which may be returned to
      the Employer is the excess of the amount contributed over the amount that
      would have been contributed had there not occurred the circumstances


                                       44
<PAGE>

      causing the excess. Earnings attributable to the excess contribution may
      not be returned to the Employer, but losses thereto shall reduce the
      amount to be so returned. Furthermore, if the withdrawal of the amount
      attributable to the excess contribution would cause the balance of the
      individual Account of any Participant to be reduced to less than the
      balance which would have been in the Account had the excess amount not
      been contributed, then the amount to be returned to the Employer shall be
      limited to avoid such reduction.

6.4   Limitation on Allocations:

      (a)   If the Participant does not participate in, and has never
            participated in another qualified plan or a welfare benefit fund, as
            defined in section 419(e) of the Code, maintained by the Employer,
            or an individual medical benefit account, as defined in section
            415(l)(2) of the Code, maintained by the Employer, or a simplified
            employee pension, as defined in section 408(k) of the Code,
            maintained by the Employer which provides an Annual Addition, the
            amount of Annual Additions which may be credited to the
            Participant's Accounts 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 Accounts
            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.

      (b)   Prior to the determination of the Participant's actual Compensation
            for a Limitation Year, the Maximum Permissible Amount may be
            determined on the basis of the Participant's estimated annual
            compensation for such Limitation Year. Such estimated annual
            compensation shall be determined on a reasonable basis and shall be
            uniformly determined for all Participants similarly situated.

      (c)   As soon as administratively feasible after the end of the Limitation
            Year, the Maximum Permissible Amount for such Limitation Year shall
            be determined on the basis of the Participant's actual Compensation
            for such Limitation Year.

      (d)   If, pursuant to Subsection (c) above or as a result of the
            allocation of forfeitures, there is an Excess Amount with respect to
            a Participant for a Limitation Year, such Excess Amount shall be
            disposed of as follows:

            (1)   First, any deferrals made pursuant to a salary reduction
                  agreement or other deferral mechanism and Thrift/Voluntary
                  Employee contributions, to the extent that the return would
                  reduce the Excess Amount, shall be


                                       45
<PAGE>

                  returned to the Participant.

            (2)   Unless otherwise specified in the Adoption Agreement, 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
                  Accounts 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;

            (4)   If a suspense account is in existence at any time during the
                  Limitation Year pursuant to this Section, it will not
                  participate in the allocation of the Trust's 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 or any employee
                  contributions may be made to the Plan for that Limitation
                  Year. Excess Amounts may not be distributed to Participants or
                  former Participants.

      (e)   Subsections (e), (f), (g), (h), (i) and (j) apply if, in addition to
            this Plan, the Participant is covered under another qualified master
            or prototype defined contribution plan maintained by the Employer or
            a welfare benefit fund, as defined in section 419(e) of the Code,
            maintained by the Employer or an individual medical benefit account,
            as defined in section 415(l)(2) of the Code, maintained by the
            Employer, or a simplified employee pension maintained by the
            Employer which provides an Annual Addition, during any Limitation
            Year. The Annual Additions which may be credited to a Participant's
            Accounts under this Plan for any such Limitation Year will not
            exceed the Maximum Permissible Amount reduced by the Annual
            Additions credited to a Participant's account under the other
            qualified master or prototype defined contribution plans, welfare


                                       46
<PAGE>

            benefit funds, individual medical accounts, and simplified employee
            pensions for the same Limitation Year. If the Annual Additions with
            respect to the Participant under other qualified master or prototype
            defined contribution plans, welfare benefit funds, individual
            medical accounts, and simplified employee pensions 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 Accounts 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 such plans and welfare benefit funds
            for the Limitation Year will equal the Maximum Permissible Amount.
            If the Annual Additions with respect to the Participant under such
            other qualified master or prototype defined contribution plans, and
            welfare benefit funds, individual medical accounts, and simplified
            employee pensions in the aggregate are equal to or greater than the
            Maximum Permissible Amount, no amount will be contributed or
            allocated to the Participant's Accounts under this Plan for the
            Limitation Year.

      (f)   Prior to determining the Participant's actual Compensation for the
            Limitation Year, the Employer may determine the Maximum Permissible
            Amount based on the Participant's estimated annual compensation in
            the manner described in Subsection (b).

      (g)   As soon as administratively feasible after the end of the Limitation
            Year, the Maximum Permissible Amount for such Limitation Year shall
            be determined on the basis of the Participant's actual Compensation
            for such Limitation Year.

      (h)   If pursuant to Subsection (g) above or as a result of the allocation
            of forfeitures, a Participant's Annual Additions under this Plan and
            all such other plans 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 simplified employee pension will be deemed to have been
            allocated first, followed by Annual Additions to a welfare benefit
            fund or individual medical account, regardless of the actual
            allocation date.

      (i)   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:

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

            (2)   the ratio of (A) the Annual Additions allocated to the
                  Participant for the Limitation Year as of such date under this
                  Plan, to (B) the total Annual Additions allocated to the
                  Participant for the Limitation Year as of such date under this
                  Plan and all other qualified Master and Prototype defined
                  contribution plans.


                                       47
<PAGE>

      (j)   Any Excess Amounts attributed to this Plan shall be disposed of as
            provided in Subsection (d).

      (k)   If the Participant is covered under another qualified defined
            contribution plan maintained by the Employer which is not a Master
            or Prototype plan, Annual Additions which may be credited to the
            Participant's Accounts under this Plan for any Limitation Year will
            be limited in accordance with Subsections (e), (f), (g), (h), (i)
            and (j) as though the other plan were a Master or Prototype plan
            unless the Employer provides other limitations in the Adoption
            Agreement.

      (l)   If the Employer maintains, or at any time maintained, a qualified
            defined benefit plan (other than the Sponsor's paired plan number
            02001, covering any Participant in this Plan, the sum of the
            Participant's Defined Benefit Fraction and Defined Contribution
            Fraction will not exceed one (1.0) in any Limitation Year. Unless
            the Employer elects otherwise in the Adoption Agreement, this
            limitation will be met by freezing or reducing the rate of benefit
            accrual under the qualified defined benefit plan.

      (m)   For purposes of this Section 6.4, the following definitions shall
            apply:

            (1)   "Annual Additions" shall mean the sum of the following
                  credited to a Participant's account for the Limitation Year:

                  (A)   All Employer contributions,

                  (B)   All forfeitures, and

                  (C) All Employee contributions.

                  All excess deferrals as described in section 402(g) of the
                  Code, all excess contributions as defined in section
                  401(k)(8)(B) of the Code, (including amounts recharacterized),
                  and all excess aggregate contributions as defined in section
                  401(m)(6)(B) of the Code, regardless of whether such amounts
                  are distributed or forfeited, shall continue to be treated as
                  Annual Additions.

                  For purposes of the above, amounts reapplied to reduce
                  Employer contributions under Subsections (d) and (j) shall
                  also be included as Annual Additions.


                                       48
<PAGE>

                  Amounts allocated, after March 31, 1984, to an individual
                  medical benefit account, as defined in section 415(l)(2) of
                  the Code, which is part of a pension or annuity plan
                  maintained by the Employer, are treated as Annual Additions to
                  a defined contribution plan. Also, amounts derived from
                  contributions paid or accrued after December 31, 1985, in
                  taxable years ending after such date, which are attributable
                  to post-retirement medical benefits allocated to the separate
                  account of a Key Employee, as defined in section 419A(d)(3) of
                  the Code, under a welfare benefit fund, as defined in section
                  419(e) of the Code, maintained by the Employer, are treated as
                  Annual Additions to a defined contribution plan, and
                  allocations under a simplified employee pension.

      (2)   Unless specified otherwise in the Adoption Agreement, for purposes
            of this Section, Compensation shall have the same meaning as
            described in Section 1.15 of the Plan. One of the following
            definitions of Compensation may be elected by the employer in the
            Adoption Agreement.

                  (1)   Information required to be reported under section 6041,
                        6051, and 6052, (Wages, Tips and Other Compensation Box
                        on Form W-2). Compensation defined as wages as defined
                        in 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 section 6041(d) and 6051(a)(3)
                        of the Code. Compensation must be determined without
                        regard to any rules under 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 section
                        3401(a)(2)).

                  (2)   Section 3401(a) wages. Compensation is defined as wages
                        within the meaning of section 3401(a) for the purposes
                        of 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 section 3401(a)(2).

                  (3)   415 safe-harbor compensation. Compensation is defined as
                        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


                                       49
<PAGE>

                        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
                        percentage of profits, commissions on insurance
                        premiums, tips, bonuses, fringe benefits, and
                        reimbursements or other expense allowances under a
                        nonaccountable plan (as described in 1.62-2(c)), and
                        excluding the following:

                        (a)   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 to the extent
                              such contributions are deductible by the employee,
                              or any distributions from a plan of deferred
                              compensation;

                        (b)   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;

                        (c)   Amounts realized from the sale, exchange or other
                              disposition of stock acquired under a qualified
                              stock option; and

                        (d)   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
                              section 403(b) of the Code (whether or not the
                              contributions are actually excludable from the
                              gross income of the employee).

                        For any self-employed individual compensation will mean
                        earned income.

                  For limitation years beginning after December 31, 1991, for
                  purposes of applying the limitations of this article,
                  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


                                       50
<PAGE>

                  a defined contribution plan who is permanently and totally
                  disabled (as defined in section 22(e)(3) of the Internal
                  Revenue Code) 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 section 414(q) of the Code) and
                  contributions made on behalf of such participant are
                  nonforfeitable when made.

                  (3)   "Defined Benefit Fraction" shall mean 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
                        one hundred twenty-five percent (125%) of the dollar
                        limitation determined for the Limitation Year under
                        sections 415(b) and (d) of the Code or one hundred forty
                        percent (140%) of the Highest Average Compensation
                        (which shall mean the average compensation for the three
                        consecutive years of Service with the Employer that
                        produces the highest average), including any adjustments
                        under section 415(b) of the Code. A year of Service with
                        the Employer is the twelve (12) consecutive month period
                        defined in Section 1.54 of the Plan.

                  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 one hundred twenty five percent (125%)
                  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 of the Code for all Limitation
                  Years beginning before January 1, 1987.

            (4)   "Defined Contribution Fraction" shall mean 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


                                       51
<PAGE>

                  nondeductible Voluntary 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 section 419(e) of the Code, and
                  individual medical benefit accounts as defined in section
                  415(l)(2) of the Code, and simplified employee pensions,
                  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
                  any Limitation Year is the lesser of one hundred twenty-five
                  percent (125%) of the dollar limitation in effect under
                  section 415(c)(1)(A) of the Code or thirty-five percent (35%)
                  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 one (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 one (1.0) times (B) the
                  denominator of this fraction, will be permanently subtracted
                  from the numerator of this fraction. The adjustment is
                  calculated 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 5, 1986, but
                  using the section 415 limitation applicable to the first
                  Limitation Year beginning on or after January 1, 1987.

                  The Annual Additions for any Limitation Year beginning before
                  January 1, 1987 shall not be recomputed to treat all Employee
                  contributions as Annual Additions.

            (5)   "Employer" shall mean the Employer that adopts this Plan and
                  all members of a controlled group of corporations (as defined
                  in section 414(b) of the Code and as modified by section
                  415(h) of the Code) which includes the Employer; any trade or
                  business (whether or not incorporated) which is under common
                  control (as defined in section 414(c) and as modified by
                  section 415(h) of the Code) with the Employer; any
                  organization (whether or not incorporated) which is a member
                  of an affiliated service group (as defined in section 414(m));
                  and any other entity


                                       52
<PAGE>

                  required to be aggregated with the Employer under Section
                  414(o) of the Code.

            (6)   "Excess Amount" shall mean the excess of the Participant's
                  Annual Additions for the Limitation Year over the Maximum
                  Permissible Amount.

            (7)   "Limitation Year" shall mean the calendar year, unless another
                  twelve (12) consecutive month period is elected in the
                  Adoption Agreement. All qualified plans maintained by the
                  Employer must use the same Limitation Year. If the Limitation
                  Year is changed by amendment, the new Limitation Year must
                  begin on a date within the Limitation Year in which the
                  amendment is made.

            (8)   "Master or Prototype Plan" shall mean a plan the form of which
                  is the subject of a favorable opinion letter from the Internal
                  Revenue Service.

            (9)   "Maximum Permissible Amount" shall mean the lesser of:

                  (A)   thirty-thousand dollars ($30,000) (or, if greater,
                        one-fourth (1/4th) of the defined benefit dollar
                        limitation set forth in section 415(b)(1) of the Code as
                        in effect for the Limitation Year), or

                  (B)   twenty-five percent (25%) of the Participant's
                        Compensation for the Limitation Year.

                  The compensation limitation referred to in paragraph (B) above
                  shall not apply to any contribution for medical benefits
                  (within the meaning of section 401(h) or section 419A(f)(2) of
                  the Code) which is otherwise treated as an Annual Addition
                  under section 415(l)(1) or 419A(d)(2) of the Code.

                  If a short Limitation Year is created because of an amendment
                  changing the Limitation Year to a different twelve (12)
                  consecutive month period, the Maximum Permissible Amount will
                  not exceed the defined contribution dollar limitation set
                  forth in paragraph (A) above multiplied by the following
                  fraction:

                        NUMBER OF MONTHS IN THE SHORT LIMITATION YEAR

                                          12



                                       53

<PAGE>

            (10)  "Projected Annual Benefit" shall mean 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
                  the Plan assuming:

                  (A)   The Participant will continue employment until the
                        Normal Retirement Date under the Plan (or current date,
                        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.

6.5   Separate Accounts

      The Committee shall maintain the following separate Accounts, as are
      applicable, with respect to each Participant:

      (a)   a Regular Account (as described in Article III),

      (b)   an Elective Deferral Account (as described in Article IV),

      (c)   a Qualified  Nonelective  Contribution  Account (as described in
            Article IV),

      (d)   a Thrift Account (as described in Article IV),

      (e)   a Matching Contribution Account (as described in Article IV),

      (f)   a Voluntary Account (as described in Article X),

      (g)   a  Voluntary  Tax-Deductible  Account (as  described  in Article
            X),

      (h)   a Rollover Account (as described in Article X),

      (i)   an Employer  Discretionary  Contribution  Account (as  described
            in Article IV), and

      (j)   a Transfer Account (as described in Article X).

      Each such Account shall be credited with the applicable contributions,
      forfeitures, earnings losses, expenses, and distributions. The maintenance
      of separate Accounts is only for accounting purposes and a segregation of
      the Trust Fund to each Account shall


                                       54
<PAGE>

      not be required.

6.6   Valuation

      (a)   Except as otherwise provided in subsection (b) below, or as directed
            by the Committee subject to approval by the Trustee, the assets of
            the Trust Fund shall be valued at their current fair market value as
            of each Valuation Date, and the earnings and losses of the Trust
            Fund since the immediately preceding Valuation Date shall be
            allocated to the separate Accounts of all Participants and former
            Participants under the Plan in the ratio that the fair market value
            of each such Account as of the immediately preceding Valuation Date,
            reduced by any distributions or withdrawals therefrom since such
            preceding Valuation Date, bears to the total fair market value of
            all separate Accounts as of the immediately preceding Valuation
            Date, reduced by any distributions or withdrawals therefrom since
            such preceding Valuation Date; provided, however, that if
            Participant-directed investments have been elected in the Adoption
            Agreement, the earnings and losses of each separate Account shall be
            allocated solely to such Account.

            Notwithstanding any other provision of the Plan, the Committee may,
            in its sole discretion, on any date other than the last day of the
            Plan Year, determine the value of an Account. If such a
            determination is made, the date of such determination shall be
            considered to be a Valuation Date.

      (b)   If the plan is an Easy Retirement Plan, the dividends, capital gain
            distributions, and other earnings or losses received on any share or
            unit of a regulated investment company or collective investment
            fund, or on any other investment, that is specifically credited to a
            Participant's separate Accounts under the Plan and/or held under the
            Custodial Agreement shall be allocated to such separate Accounts
            and, in the absence of investment directions to the contrary,
            immediately reinvested, to the extent practicable, in additional
            shares or units of such regulated investment company or collective
            investment fund, or in such other investments.

6.7   Segregation of Former Participant's Account

      The Committee may segregate any portion of a former Participant's account
      balance which is retained in the Fund after his death or separation from
      service in an interest-bearing account and debited or credited only with
      income and charges attributable directly.


                                       55
<PAGE>

                                  ARTICLE VII.
                                     VESTING

7.1   Vested Interest

      Each Participant shall at all times have a fully vested interest in his
      Elective Deferral Account, Qualified Nonelective Account, Voluntary
      Account, Voluntary Tax-Deductible Account and Thrift Account. Each
      Participant's Regular Account, Employer Discretionary Contribution
      Account, and Employer Matching Contribution Account shall vest in
      accordance with the vesting schedule elected in the Adoption Agreement.

      If a Participant is not already fully vested in his Regular Account,
      Employer Discretionary Contribution Account, and Employer Matching
      Contributions Account, he shall become so upon reaching Normal Retirement
      Age or Early Retirement Age, or upon his death or Total and Permanent
      Disability.

7.2   Vesting of a Participant

      Except in the case of Plans subject to full and immediate vesting, a
      Participant's vested amount shall be calculated by multiplying his Regular
      Account balance, Employer Discretionary Contribution Account balance, and
      Employer Matching Contribution Account balance, if any, as determined on
      the Valuation Date following his termination of employment by his vested
      interest as determined under Section 7.1.

      In order to determine the vested interest of a Participant after a Service
      Break, the following rules shall apply:

      (a)   Subject to (b) below, a former Participant who had a nonforfeitable
            right to all or a portion of the account balance derived from
            Employer contributions at the time of the Participant's termination
            will receive credit for all years of Service prior to a Service
            Break if the Participant completes a year of Service after returning
            to the employ of the Employer.

      (b)   In the case of a Participant who have five (5) or more consecutive
            one (1) year Service Breaks, all Service after such Service Breaks
            will be disregarded for the purpose of vesting the Employer-derived
            account balance that accrued before such Service Breaks. Such
            Participants' pre-Service Break Service will count in vesting the
            post-Service Break Employer-derived account balance only if (1) such
            Participant has any nonforfeitable interest in the account balance
            attributable to


                                       56
<PAGE>

            Employer contributions at the time of separation from service, or
            (2) upon returning to service the number of consecutive one (1) year
            Service Breaks is less than the number of years of Service. Separate
            accounts will be maintained for the Participant's pre-Service Break
            and post-Service Break Employer-derived account balance. Both
            accounts will share in the earnings and losses of the Fund.

7.3   Amendment of Vesting Provisions

      No amendment to the vesting provisions pursuant to Section 7.1 shall
      deprive a Participant of his nonforfeitable rights to benefits accrued to
      the date of the amendment. Further, if the vesting provisions of the Plan
      are amended, or the Plan is amended in any way that directly or indirectly
      affects computation of a 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 (3) years of
      Service may elect, within a reasonable period after the adoption of the
      amendment, to have his nonforfeitable percentage computed under the Plan
      without regard to such amendment. For Participants who do not have at
      least one Hour of Service in any Plan Year beginning on or after January
      1, 1989, the preceding sentence shall be applied by substituting "five (5)
      years of Service" for "three (3) years of Service." The period during
      which the election may be made shall commence with the date the amendment
      is adopted and shall end on the later of (1) sixty (60) days after the
      amendment is adopted; (2) sixty (60) days after the amendment becomes
      effective; or (3) sixty (60) days after the Participant is issued written
      notice of the amendment by the Employer or Committee.

7.4   Forfeitures

      (a)   If a Participant terminates employment with the Employer and the
            value of the Participant's vested account balance derived from
            Employer and Employee contributions (other than accumulated
            deductible employee contributions) is not greater than $3,500, the
            Employee shall receive a distribution of the value of the entire
            vested portion of such account balance, and the nonvested portion
            will be treated as a forfeiture. For purposes of this Section 7.4,
            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. A Participant's vested account balance shall
            not include Voluntary Tax-Deductible Contributions for Plan Years
            beginning before January 1, 1989.

      (b)   If a Participant terminates employment with the Employer, and elects
            (with his or her spouse's consent) in accordance with Article VIII
            to receive the value of his or her vested account balance, the
            nonvested portion will be treated as a forfeiture. If the
            Participant elects to have distributed less than the entire vested



                                       57
<PAGE>

            portion of the account balance derived from Employer contributions,
            the part of the nonvested portion that will be treated as a
            forfeiture is the total nonvested portion multiplied by a fraction,
            the numerator of which is the amount of the distribution
            attributable to Employer contributions and the denominator of which
            is the total value of the vested Employer derived account balance.

      (c)   If a Participant terminates employment with the Employer but does
            not receive a distribution described in (a) or (b) above, the
            non-vested portion of his account balance will be treated as a
            forfeiture upon the occurrence of a Service Break of five (5)
            consecutive years.

      (d)   If a Participant who receives a distribution pursuant to this
            Section 7.4 resumes employment, the Participant's Employer-derived
            account balance will be restored to the amount on the date of
            distribution if the Participant repays to the Plan the full amount
            of the distribution attributable to Employer contributions before
            the earlier of (i) five (5) years after the Participant's
            Re-Employment Commencement Date or (ii) the date the Participant
            incurs five (5) consecutive one (1) year Service Breaks following
            the date of distribution. If a Participant is deemed to receive a
            distribution pursuant to this Section, and the Participant resumes
            employment covered under this Plan before the date the Participant
            incurs five (5) consecutive one year Service Breaks, upon the
            reemployment of such Participant, the Employer-derived account
            balance of the Participant will be restored to the amount on the
            date of such deemed distribution.



                                  ARTICLE VIII.
              BENEFITS ON RETIREMENT AND SEPARATION FROM SERVICE

8.1   Commencement of Benefits

      (a)   Any Participant who terminates employment with the Employer for any
            reason (including Total and Permanent Disability as defined in
            Section 1.61 of the Plan) shall be entitled to receive the value of
            the vested portion of his Accounts (determined as of the Valuation
            Date coincident with or immediately subsequent to his termination
            with employment) as soon as administratively feasible after the date
            of his termination of employment. If the value of the Employee's
            vested account balance derived from Employer and Employee
            contributions (excluding, for Plan Years beginning before January 1,
            1989, accumulated Voluntary Tax-Deductible Contributions) is greater
            than (or at the time of any prior distribution was greater than)
            $3,500, then no such amount shall be distributed


                                       58
<PAGE>

            prior to Normal Retirement Age (or age sixty-two (62), if later)
            unless the Participant consents to the distribution. If the Plan is
            subject to the Automatic Annuity rules of Section 8.2, then the
            consent of the Participant's spouse shall also be required to a
            distribution in any form other than a Qualified Joint and Survivor
            Annuity (as defined in Section 8.2).

            In the case of the Dreyfus Easy Retirement Plans (Plan Numbers
            01005, and 01006), Participants who attain the Plan's Normal
            Retirement Age shall be entitled to receive the value of the vested
            portion of their Accounts. With respect to the Dreyfus standardized
            and non-standardized prototype profit-sharing plans (Plan Numbers
            01002 and 01003) if permitted under the Adoption Agreement,
            Participants who attain the Plan's Normal Retirement Age shall be
            entitled to receive the value of the vested portion of their
            Accounts.

            The Committee shall provide the Participant with a written
            explanation of the material features and relative values of the
            optional forms of benefit available under the Plan. Such notice
            shall also notify the Participant of the right to defer distribution
            until a future date specified by the Participant (not permitted in
            the case of the Dreyfus Easy Retirement Plans -- Plan Numbers 01005
            and 01006) or until Normal Retirement Age (or age sixty-two (62), if
            later), and if the Plan is subject to the Automatic Annuity Rules of
            Section 8.2, shall be provided during the period beginning ninety
            (90) days before and ending thirty (30) days before the Annuity
            Starting Date.

      (b)   If the value of the Participant's vested account balance derived
            from Employer and Employee contributions (excluding, for Plan Years
            beginning before January 1, 1989, accumulated Voluntary
            Tax-Deductible Contributions) is not greater than $3,500, the
            Employee shall receive a distribution of the value of the entire
            vested portion of such account balance. However, no such
            distribution shall be made after the Annuity Starting Date unless
            the Participant and his or her spouse (or the Participant's
            surviving spouse) consent in writing to such distribution.

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

            (i)   the Participant reaches his Normal Retirement Age (or age
                  sixty-five (65), if earlier),

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


                                       59
<PAGE>

            (iii) the Participant terminates employment with the Employer.

            The failure of a Participant or surviving spouse to consent to a
            distribution shall be deemed to be an election to defer commencement
            of benefit distributions sufficient to satisfy this Section.

      (d)   Neither the consent of the Participant nor the Participant's spouse
            shall be required to the extent a distribution is necessary to
            satisfy section 401(a)(9) or section 415 of the Code.

      (e)   This Article applies to distribution made on or after January 1,
            1993. Notwithstanding any provision of the plan to the contrary that
            would otherwise limit a distributee's election under this Article, a
            distributee may elect, at the time and in the manner prescribed by
            the Committee, to have any portion of an eligible rollover
            distribution paid directly to an eligible retirement plan specified
            by the distributee in a direct rollover.

             Definitions:

                  (i)   Eligible rollover distribution: An eligible rollover
                        distribution is any distribution of all or any portion
                        of the balance to the credit of the distributee, except
                        that an eligible rollover distribution does not include:
                        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 distributee or the joint lives (or
                        joint life expectancies) of the distributee and the
                        distributee's designated beneficiary, or for a specified
                        period of ten years or more; any distribution to the
                        extent such distribution is required under section
                        401(a)(9) of the Code; and the portion of any
                        distribution that is not includible in gross income
                        (determined without regard to the exclusion for net
                        unrealized appreciation with respect to employer
                        securities).

                  (ii)  Eligible retirement plan: An eligible retirement plan is
                        an individual retirement account described in section
                        408(a) of the Code, an individual retirement annuity
                        described in section 408(b) of the Code, an annuity plan
                        described in section 402(a) of the Code, or a qualified
                        trust described in section 401(a) of the Code, that
                        accepts the distributee's eligible rollover
                        distribution. However, in the case of an eligible
                        rollover distribution to the


                                       60
<PAGE>

                        surviving spouse, an eligible retirement plan is an
                        individual retirement account or individual retirement
                        annuity.

                  (iii) Distributee: A distributee includes an Employee or
                        former Employee. In addition, the Employee's or former
                        Employee's surviving spouse and the Employee's or former
                        Employee's spouse or former spouse who is the alternate
                        payee under a qualified domestic relations order as
                        defined in section 414(p) of the Code, are distributees
                        with regard to the interest of the spouse or former
                        spouse.

                  (iv)  Direct rollover: A direct rollover is a payment by the
                        Plan to the eligible retirement plan specified by the
                        distributee.



8.2   Automatic Annuity Requirements

      The provisions of Section 8.2 through 8.4 shall take precedence over any
      conflicting provisions in this Plan.

      (a)   Applicability of Automatic Annuity Requirements.

            Except as provided in Section 8.3 with respect to certain Profit
            Sharing Plans, the provisions of this Section shall apply to any
            Participant who is credited with at least one (1) Hour of Service
            with the Employer on or after August 23, 1984, and such other
            Participants as provided in Section 8.4.

            Qualified Joint and Survivor Annuity. Unless an optional form of
            benefit is selected pursuant to a Qualified Election within the
            ninety (90) day period ending on the Annuity Starting Date, a
            married Participant's Vested Account Balance shall 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 attainment of the Earliest Retirement Age.

            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 the Annuity
            Starting Date then the Participant's Vested Account Balance shall be
            paid in the form of a Qualified Pre-Retirement Survivor Annuity. The
            Surviving Spouse may elect to elect to have such annuity distributed


                                       61
<PAGE>

            within a reasonable period after the Participant's death.

            Definitions.  For purposes of this  Section  8.2, the  following
            words shall have the following meanings:

            (i)   "Earliest Retirement Age" shall mean the earliest date on
                  which, under the Plan, the Participant could elect to receive
                  retirement benefits.

            (ii)  "Election Period" shall mean the period which begins on the
                  first day of the Plan Year in which the Participant attains
                  age thirty-five (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 thirty-five (35) is
                  attained, with respect to benefits accrued prior to
                  separation, the Election Period shall begin on the date of
                  separation.

                  A Participant who will not yet attain age thirty-five (35) 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 thirty-five (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 Section 8.2(b). 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 thirty-five (35). Any new waiver on or after such
                  date shall be subject to the full requirements of this Section
                  8.2.

            (iii) "Qualified Election" shall mean a Participant's waiver of a
                  Qualified Joint and Survivor Annuity or a Qualified
                  Pre-Retirement Survivor Annuity. Any such waiver must be
                  consented to in writing by the Participant's Spouse. The
                  Spouse's consent must: designate a specific Beneficiary
                  (including any class of Beneficiaries or any contingent
                  Beneficiaries, which may not be changed without spousal
                  consent) or expressly permits designations by the Participant
                  without any further spousal consent; acknowledge the effect of
                  the election; and be witnessed by a member of the Committee or
                  a 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). Notwithstanding this



                                       62
<PAGE>

                  consent requirement, if the Participant establishes to the
                  satisfaction of a member of the Committee that there is no
                  Spouse or the Spouse cannot be located, a waiver will be
                  deemed a Qualified Election. Any spousal consent (or deemed
                  spousal consent) obtained under this provision will be valid
                  only with respect to such Spouse. A consent that permits
                  designations by the Participant without further consent by
                  such Spouse must acknowledge that the Spouse has the right to
                  limit consent to a specific Beneficiary and, where applicable,
                  a specific form of benefit, 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 paragraph (b) below.

            (iv)  "Qualified Joint and Survivor Annuity" shall mean an immediate
                  annuity for the life of the Participant with a survivor
                  annuity for the life of the Spouse which is fifty percent
                  (50%) of the amount of the annuity which is payable during the
                  joint lives of the Participant and the Spouse and which is the
                  amount of benefit which can be purchased with the
                  Participant's Vested Account Balance.

            (v)   "Qualified Pre-Retirement Survivor Annuity" shall mean an
                  annuity for the life of the Participant's surviving spouse
                  purchased with the Participant's Vested Account Balance.

            (vi)  "Spouse (Surviving Spouse)" shall mean the Spouse or Surviving
                  Spouse of the Participant, provided that former spouse will be
                  treated as the Spouse or Surviving Spouse to the extent
                  provided under a qualified domestic relations order as
                  described in section 414(p) of the Code.

            (vii) "Vested Account Balance" shall mean the aggregate value of the
                  Participant's vested account balance 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 this Section 8.2 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.

      (b)   Notice Requirements


                                       63
<PAGE>

            QUALIFIED JOINT AND SURVIVOR ANNUITY. In the case of a Qualified
            Joint and Survivor Annuity as described above, the Committee shall
            provide each Participant within the period beginning ninety (90)
            days before and ending thirty (30) days before the Annuity Starting
            Date a written explanation of: (i) the terms and conditions of a
            Qualified Joint and Survivor Annuity; (ii) the Participant's right
            to make and the effect of an election to waive the Qualified Joint
            and Survivor Annuity form of benefit; (iii) the rights of a
            Participant's Spouse; (iv) the right to make, and the effect of, a
            revocation of a previous election to waive the Qualified Joint and
            Survivor Annuity; and (v) the right, if any, to defer the
            commencement of benefits.

            QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY. In the case of a
            Qualified Pre-Retirement Survivor Annuity as described above, the
            Committee shall provide each Participant with 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 applicable to explaining a Qualified
            Joint and Survivor Annuity within whichever of the following periods
            ends last:

            (i)   The period beginning on the first day of the Plan Year in
                  which the Participant attains age thirty-two (32) and ending
                  with the close of the Plan Year preceding the Plan Year in
                  which the Participant attains age thirty-five (35).

            (ii)  A reasonable period ending after a Participant enters the
                  Plan.

            (iii) A reasonable period ending after Section 8.3 ceases to apply
                  to a Profit Sharing Plan.

            (iv)  A reasonable period after Section 8.2 first applies to a
                  Participant.

            Notwithstanding the foregoing, notice must be provided within a
            reasonable period ending after termination of employment in the case
            of a Participant who terminates employment before attaining age 35.

            For purposes of applying the preceding paragraph, a reasonable
            period ending after the enumerated events described in (ii), (iii),
            and (iv) 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 terminates employment
            before the Plan Year in which age thirty-five (35) is attained,
            notice shall be provided within the two-year period beginning one
            year prior to


                                       64
<PAGE>

            termination and ending one year after termination. If such a
            Participant thereafter returns to employment with the Employer, the
            applicable period for such Participant shall be redetermined.

            If a distribution is one to which sections 401(a)(11) and 417 of the
            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 in 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.



8.3   Profit Sharing Plans: Exception from Automatic Annuity Requirements

      Unless otherwise specified in the Adoption Agreement, the provisions of
      Sections 8.2 and 8.4 shall be inoperative in the case of a Profit Sharing
      Plan if the following two (2) conditions are met: (1) the Participant
      cannot or does not elect payments in the form of a life annuity, and (2)
      on the death of the Participant, the Participant's Vested Account Balance
      (as defined in Section 8.2) will be paid to the Participant's Surviving
      Spouse (as defined in Section 8.2), but if there is no Surviving Spouse,
      or, if the Surviving Spouse has already consented in a manner conforming
      to a Qualified Election to a waiver of a Qualified Pre-Retirement Survivor
      Annuity (under Section 8.2), then to the Participant's Beneficiary.

      However, the foregoing shall not be operative with respect to a
      Participant if it is determined that this Profit Sharing Plan is a direct
      or indirect transferee of a defined benefit plan, money purchase pension
      plan (including a target benefit plan), stock bonus, or profit-sharing
      plan which is subject to the survivor annuity requirements of sections
      401(a)(11) and 417 of the Code.

8.4   Transitional Rules Applicable to Joint and Survivor Annuities

      (a)   Any living Participant not receiving benefits on August 23, 1984,
            who would


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<PAGE>

            otherwise not receive the benefits prescribed by Section 8.2 must be
            give the opportunity to elect to have Section 8.2 apply if such
            Participant is credited with at least one (1) 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 ten (10) years of
            Service when he or she terminated employment.

      (b)   Any living Participant not receiving benefits on August 23, 1984,
            who was credited with at least one (1) 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 after January 1, 1976, must be given the opportunity to have his
            or her benefits paid in the manner set forth in paragraph (d) below.

      (c)   The respective opportunities to elect (as described in paragraphs
            (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.

      (d)   Any Participant who has elected pursuant to paragraph (b) above and
            any Participant who does not elect under paragraph (a) above or who
            meets the requirements of paragraph (a) except that such Participant
            does not have at least ten (10) Years of Service when he or she
            terminates employment, 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:

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

                  (i)   Begins to receive payments under the Plan on or after
                        his Normal Retirement Age; or

                  (ii)  Dies on or after his Normal Retirement Age while still
                        working for the Employer; or

                  (iii) Begins to receive payments on or after the Qualified
                        Early Retirement Age; or

                  (iv)  Separates from service on or after attaining his Normal
                        Retirement Age (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;


                                       66
<PAGE>

                  then such benefits shall be received under this Plan in the
                  form of a Qualified Joint and Survivor Annuity, unless the
                  Participant, with the consent of his or her Spouse, has
                  elected otherwise during the election period which shall begin
                  at least six (6) months before the Participant attains the
                  Qualified Early Retirement Age (or the date the Participant
                  begins participation in the Plan, if later) and end not more
                  than ninety (90) days before the commencement of benefits. Any
                  election hereunder shall be in writing and may be changed by
                  the Participant, with the consent of his or her Spouse, at any
                  time during the election period.

            (2)   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 with the consent
                  of his or her Spouse at any time. The election period begins
                  on the later of (1) the ninetieth (90) 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.

                  Notwithstanding the availability of the elections set forth
                  above, in the event a Participant dies after attaining the
                  Qualified Early Retirement Age while still employed by the
                  Employer, but before reaching the Normal Retirement Date, the
                  Participant's account balance as of the date of death shall be
                  paid to the Participant's Spouse. If the Participant is not
                  married, such benefit shall be paid to the Participant's
                  designated Beneficiary or, if none, to the Participant's
                  estate.

            (3)   Definitions. For purpose of this Section  8.4, the following
                  words shall have the following meanings:

                  (i)   "Qualified Joint and Survivor Annuity" shall mean an
                        annuity for the life of the Participant with a survivor
                        annuity for the life of his Spouse as described in
                        Section 8.2.

                  (ii)  "Qualified Early Retirement Age" shall mean the latest
                         of:


                                       67
<PAGE>

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

                        (B)   the first day of the one hundred twentieth (120th)
                              month beginning before the Participant reaches his
                              Normal Retirement Age; or

                        (C)   the date on which the Participant begins
                              participation.

8.5   Required Payment of Benefits

      (a)   GENERAL RULE. Except as otherwise provided in Section 8.2, the
            requirements of this Section shall apply to any distribution of a
            Participant's account balance and will take precedence over any
            inconsistent provisions of the Plan. Unless otherwise specified, the
            provisions of this Section shall apply to calendar years beginning
            after December 31, 1984.

            All distributions required under this Section 8.5 shall be
            determined and made in accordance with the Income Tax Regulations
            under section 401(a)(9) of the Code, including the minimum
            distribution incidental benefit requirement of section 1.401(a)(9)-2
            of the regulations.

      (b)   LIMITS ON DISTRIBUTION PERIODS. Distributions, if not made in a
            single-sum, may only be made over one of the following periods (or a
            combination thereof): (1) the life of the Participant; (2) the life
            of the Participant and a Designated Beneficiary; (3) a period
            certain not extending beyond the life expectancy of the Participant;
            or (4) a period certain not extending beyond the joint and last
            survivor expectancy of the Participant and a Designated Beneficiary.

            Any annuity contract purchased and distributed to a Participant or
            his Beneficiary shall comply with the requirements of this Plan, and
            shall be made and endorsed as nontransferable.

      (c)   MINIMUM AMOUNTS TO BE DISTRIBUTED. If the Participant's entire
            interest is to be distributed in other than a single sum, the
            following minimum distribution rules shall apply on or after the
            Required Beginning Date:

            (i)   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


                                       68

<PAGE>

                  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.

            (ii)  For calendar years beginning before January 1, 1989, if the
                  Participant's spouse is not the designated Beneficiary, the
                  method of distribution selected must assure that at least
                  fifty percent (50%) of the present value of the amount
                  available for distribution is paid within the life expectancy
                  of the Participant.

            (iii) For calendar years beginning after December 31, 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 section 1.401 (a)(9)-2 of the
                  Income Tax Regulations. Distributions after the death of the
                  Participant shall be distributed using the applicable life
                  expectancy in paragraph (c)(i) above as the relevant divisor
                  without regard to section 1.401 (a)(9)-2 of the regulations.

            (iv)  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
                  Employee's Required Beginning Date occurs, must be made on or
                  before December 31 of that distribution calendar year.

      (d)   COMMENCEMENT OF DEATH BENEFITS. Upon the death of the Participant,
            the following distribution provisions shall take effect:

            (i)   If the Participant dies after distribution of his or her
                  interest has commenced, 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. Upon the death of the Participant's
                  Beneficiary, any undistributed interest shall be paid to the
                  legal representatives of such Beneficiary's estate.

            (ii)  If the Participant dies before distribution of his or her
                  interest commences,


                                       69
<PAGE>

                  the Participant's entire interest will be distributed by
                  December 31 of the calendar year in which falls the fifth
                  anniversary of the Participant's death except to the extent
                  that an election is made to receive distributions in
                  accordance with (1) or (2) below:

                  (1)   If any portion of the Participant's interest is payable
                        to a Designated Beneficiary, distributions may be made
                        in substantially equal installments 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.

                  (2)   If the Designated Beneficiary is the Participant's
                        surviving spouse, the date distributions are required to
                        begin in accordance with (1) above shall not be earlier
                        than the later of (A) December 31 of the calendar year
                        immediately following the calendar year in which the
                        Participant died and (B) December 31 of the calendar
                        year in which the Participant would have attained age
                        seventy and one-half (70 1/2).

            If the Participant has not made an election pursuant to this Section
            8.5(d)(ii) 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, 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.

            (iii) For purposes of Section 8.5(d)(ii) above, if the surviving
                  spouse dies after the Participant, but before payments to such
                  spouse begin, the provisions of Section 8.5(d)(ii), with the
                  exception of subparagraph (2) thereof, shall be applied as if
                  the surviving spouse were the Participant.

            (iv)  For purposes of this Section 8.5(d), any amount paid to a
                  child of the Participant will be treated as if it had been
                  paid to the Surviving Spouse if the amount becomes payable to
                  the Surviving Spouse when the child reaches the age of
                  majority.



                                       70
<PAGE>

            (v)   For purposes of this Section 8.5(d), distribution of a
                  Participant's interest is considered to begin on the
                  Participant's Required Beginning Date (or, if Section
                  8.5(d)(iii) above is applicable, the date distribution is
                  required to begin to the surviving spouse pursuant to Section
                  8.5(d)(ii) above). If distribution in the form of an annuity
                  irrevocably commences to the Participant before the Required
                  Beginning Date, the date distribution is considered to begin
                  is the date distribution actually commences.

      (e)   DEFINITIONS. For purposes of this Section 8.5, the following
            terms shall have the following meanings:

            (i)   Designated Beneficiary. The individual who is designated as
                  the Beneficiary under the Plan in accordance with section
                  401(a)(9) of the Code and the regulations thereunder.

            (ii)  Distribution calendar year. A calendar year for which a
                  minimum distribution is required. 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 Section 8.5(d) above.

            (iii) Life expectancy. 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. The applicable calendar year shall
                  be the first distribution calendar year. If annuity payments
                  commerce before the required beginning date, the applicable
                  calendar year is the year such payments commence. Life
                  expectancy and joint and last survivor expectancy are computed
                  by use of the expected return multiples in Tables V and VI of
                  section 1.72-9 of the Income Tax Regulations.

                  Unless otherwise elected by the Participant (or spouse, in the
                  case of distributions described in Section 8.5(d)(ii)(2)
                  above) by the time distributions are required to begin, life
                  expectancies shall be recalculated annually. Such election
                  shall be irrevocable as to the Participant (or spouse) and
                  shall apply to all subsequent years. The life expectancy of a
                  nonspouse Beneficiary may not be recalculated.


                                       71
<PAGE>

            (iv)  Participant's benefit.

                  (A)   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 dates in the valuation
                        calendar year after the valuation date and decreased by
                        distributions made in the valuation calendar year after
                        the valuation date.

                  (B)   Exception for second distribution calendar year. For
                        purposes of paragraph (A) above, 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.

            (v)   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 seventy and one-half (70 1/2).

                  (B)   Transitional rules. The Required Beginning Date of a
                        Participant who attains age seventy and one-half (70
                        1/2) before January 1, 1988, shall BE determined in
                        accordance with (1) or (2) below:

                        (1)   Non-Five percent owners. The Required Beginning
                              Date of a Participant who is not a five percent
                              (5%) 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 of
                              seventy and one-half (70 1/2) occurs.

                        (2)   Five percent owners. The required beginning date
                              of a Participant who is a five percent (5%) owner
                              during any year beginning after December 31, 1979,
                              is the first day of April following the later of:

                              (i)   the calendar year in which the Participant
                                    attains



                                       72
<PAGE>

                                    age seventy and one-half (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 five percent (5%)
                                    owner, or the calendar year in which the
                                    Participant retires.

                              The Required Beginning Date of a Participant who
                              is not a five percent (5%) owner who attains age
                              seventy and one-half (70 1/2) during 1988 and who
                              has not retired as of January 1, 1989, is April 1,
                              1990.

                  (C)   Five percent owner. A Participant is treated as a five
                        percent (5%) owner for purposes of this Section if such
                        Participant is a five percent (5%) owner as defined in
                        section 416(i) of the Code 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 sixty-six and one-half (66 1/2) or aNY
                        subsequent Plan Year.

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

      (f)   TRANSITIONAL RULE. Notwithstanding the other requirements of this
            Section and subject to the requirements of Section 8.2, distribution
            on behalf of any Employee, including a five percent (5%) 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 section 401(a)(9) of the Code 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.



                                       73
<PAGE>

            (iv)  The Employee had 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 made,
                  and in the case of any distribution upon the Employee's death,
                  the Beneficiaries of the Employee listed in order of priority.

      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.

      For any distribution which commences before January 1, 1984, but continues
      after December 31, 1983, the Employee, or the Beneficiary, to who 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 Subsections (i) through (v) above.

      If a designation is revoked, any subsequent distribution must satisfy the
      requirements of section 401(a)(9) of the Code and the regulations
      thereunder. If a designation is revoked subsequent to the date
      distributions are required to begin, the trust 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 section 401(a)(9) of the Code and the
      regulations thereunder, but for the election under section 242(b)(2) of
      Pub. L. No. 97-248. For calendar years beginning after December 31, 1988,
      such distributions must meet the minimum distribution incidental benefit
      requirements in section 1.401(a)(9)-2 of the Income Tax Regulations. 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). The rules of Q&A
      J-2 and J-3 of Income Tax Regulations section 1.401(a)(9)-1 shall apply to
      rollovers and transfers from one plan to another.

8.6   Available Forms of Distribution

      (a)   If pursuant to Section 8.3, the Plan is a Profit Sharing Plan exempt
            from the



                                       74
<PAGE>

            Automatic Annuity Rules of Section 8.2, the normal form of
            distribution shall be a lump sum distribution. Unless specified
            otherwise in the Adoption Agreement, in lieu of the lump sum
            distribution, a Participant or Beneficiary may elect to receive
            installment payments payable monthly, quarterly, semi-annually or
            annually.

      (b)   If the Plan is subject to the Automatic Annuity Rules of Section
            8.2, the normal form of distribution shall be the applicable form of
            Automatic Annuity under Section 8.2. In lieu of the Automatic
            Annuity, a Participant or Beneficiary may elect a lump sum
            distribution or such other available forms of distribution as are
            set forth below or as are specified in the Adoption Agreement. Any
            such election by a Participant must be accompanied by the written
            consent of his spouse (consistent with the requirements for a
            Qualified Election under Section 8.2).

            The available forms of distribution shall be:

            (i)   a joint and 100% survivor annuity contract purchased from an
                  insurance company selected by the Committee.

            (ii)  a single life annuity contract purchased from an insurance
                  company selected by the Committee.

            (iii) a single life annuity contract, with 10 years guaranteed,
                  purchased from an insurance company selected by the Committee.

            (iv)  installments payable monthly, quarterly, semi-annually or
                  annually.

8.7   Certain Distributions

      In the event a distribution of an account balance made to or on behalf of
      a Participant prior to the attainment of age fifty-nine and one-half (59
      1/2) would be subject to the ten percent (10%) penalTY tax set forth in
      section 72(t) or 72(m)(5) of the Code, the Participant may, within sixty
      (60) days of the distribution date, request that the distribution be
      transferred to another qualified retirement plan or an Individual
      Retirement Account as a rollover contribution if the distribution
      satisfies the requirements of section 402(a)(5) of the Code.

8.8   Forfeitures

      Any balance in the Regular Account, Employer Discretionary Contribution
      Account or in the Employer Matching Contribution Account, if any, of a
      Participant who is separated


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<PAGE>

      from service, to which he is not entitled under the foregoing provisions,
      shall be forfeited and applied as provided in Sections 3.2 and 4.2 of this
      Plan, and Section X(E) of the Dreyfus Standardized/Paired Prototype Target
      Benefit Plan and Trust Adoption Agreement.



                                   ARTICLE IX.
                                 DEATH BENEFITS

9.1   Payment to Beneficiary

      (a)   Subject to the provisions of Article VIII, upon the death of a
            Participant, such Participant's account balance shall be paid to his
            designated Beneficiary or if no such Beneficiary is designated or
            survives the Participant, to the legal representative of such
            Participant's estate. Such payment shall commence as soon as
            practicable after the Participant's death and after the Trustee is
            given such documentation as may be required under the provisions of
            the Trust Agreement or Custodial Agreement.

      (b)   Subject to the provisions of the Custodial Agreement if the Plan is
            an Easy Retirement Plan, the Committee may prescribe the manner in
            which a Beneficiary is to be designated in writing and the Custodial
            Agreement, may prescribe the manner in which such designations shall
            be filed. Notwithstanding the foregoing, any designation (or change
            of designation) of a Beneficiary must be consented to by the
            Participant's Spouse pursuant to a Qualified Election under Section
            8.2, if such Beneficiary is not the Participant's Spouse.

9.2   Method of Payment

      Subject to the provisions of Article VIII, death benefits may be paid in
      any mode of benefit payment provided for in this Plan as elected by the
      Participant or Beneficiary, except in the event of the death of the
      Participant after payments have commenced under an annuity contract, by
      the Beneficiary.



                                   ARTICLE X.
                      PARTICIPANT CONTRIBUTIONS; ROLLOVERS

10.1  Voluntary Contributions


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<PAGE>

      (a)   Effective for Plan Years beginning January 1, 1987, non-deductible
            Voluntary Contributions shall not be permitted under this Plan. A
            separate Account shall be maintained for Voluntary Contributions
            made prior to such time. Such Account shall be nonforfeitable at all
            times.

      (b)   A Participant may make withdrawals from the Voluntary Account at
            such time as the Committee shall designate, but not more than
            quarterly during a Plan Year provided that no single withdrawal
            shall be less than the total amount available for withdrawal under
            the other limitations of this Section 10.1 or five hundred dollars
            ($500), whichever is less. Notwithstanding the preceding sentence,
            if the Plan is an Easy Retirement Plan, a Participant may make such
            a withdrawal at any time.

      (c)   If the Plan is subject to the Automatic Annuity rules of Section
            8.2, the written consent of the Participant's spouse (consistent
            with the requirements for a Qualified Election under Section 8.2)
            must be obtained with respect to any withdrawal.

      (d)   No forfeitures of amounts allocated to Participants from Employer
            contributions and earnings thereon, shall occur solely as a result
            of a Participant's withdrawal of voluntary contributions.

      (e)   Voluntary Contributions for Plan years beginning after December 31,
            1986 shall be subject to the Contribution Percentage tests and the
            rules applicable to Excess Aggregate Contributions set forth in
            Section 4.7.

10.2  Voluntary Tax-Deductible Contributions

      (a)   Voluntary  Tax-Deductible  Contributions  (within the meaning of
            section  72(o)(5)(A)  of the Code) shall not be permitted  under
            this  Plan  for  taxable  years  beginning  after  December  31,
            1986.  A  separate  Voluntary  Tax-Deductible  Account  shall be
            established  for  such  contributions  made  for  taxable  years
            beginning on or before  December 31,  1986.  Such Account  shall
            be  nonforfeitable  at  all  times.  However,  no  part  of  the
            Voluntary  Tax-Deductible  Account will be used to purchase life
            insurance or available for loans under Article XII.

      (b)   The Participant may withdraw any part of the Voluntary
            Tax-Deductible Account by making written application to the
            Committee. If the Plan is subject to the Automatic Annuity Rules of
            Section 8.2, the written consent of the Participant's Spouse
            (consistent with the requirements of a Qualified Election under
            Section 8.2) must be obtained to any withdrawal made after the first
            day of the first Plan


                                       77
<PAGE>

            Year beginning on or after January 1, 1989.

10.3  Transfers From Other Trusts

      Unless specified otherwise in the Adoption Agreement, the Committee may,
      in its discretion, direct the Trustee to accept a rollover contribution
      described in sections 401(a)(31), 402(a)(5), 403(a)(4) or 408(d)(3)(A)(ii)
      of the Code or a direct transfer of funds from a qualified retirement
      plan, provided that, in the opinion of counsel for the Employer, the
      transfer will not jeopardize the tax exempt status of the Plan or create
      adverse tax consequences to the Employer. The Committee shall exercise
      such discretion in a uniform and nondiscriminatory manner. A transfer or
      rollover contribution may be made on behalf of an Employee eligible to
      participate in the Plan who has not met the age and service requirements,
      if any, for participation. Such an Employee shall become a Participant on
      the date the Trustee accepts the rollover contribution or transfer for all
      purposes, except that no employer or employee contributions shall be made
      by or on behalf of such Employee and such Employee shall not share in Plan
      forfeitures until he has completed the age and service requirements for
      participation and become a Participant. A rollover contribution or
      transfer shall be maintained in a Participant's Rollover Account and
      Transfer Account, respectively. Notwithstanding the preceding sentence,
      amounts attributable to voluntary deductible employee contributions shall
      be maintained in a Participant's Voluntary Tax-Deductible Account.

      A Participant may take withdrawals from the Rollover Account at such time
      as the Committee shall designate, but not more than quarterly during a
      Plan Year, provided that no single withdrawal shall be less than the total
      amount available for withdrawal or five hundred dollars ($500) whichever
      is less. If the Plan is subject to the Automatic Annuity Rules of Section
      8.2 and the Participant is married, the request for withdrawal must be
      consented to in writing by the Participant's spouse. Notwithstanding the
      preceding sentence, if the Plan is an Easy Retirement Plan, a Participant
      may make such a withdrawal at any time.

      Unless indicated otherwise in the Adoption Agreement, distributions shall
      be made from the Transfer Account upon meeting the requirements set forth
      under Articles VIII and IX of the Plan. If the Plan is subject to the
      Automatic Annuity Rules of Section 8.2 and the Participant is married, the
      request for distribution must be consented to in writing by the
      Participant's spouse.

      The written consent of the Participant's spouse (consistent with the
      requirements for a Qualified Election under Section 8.2) must be obtained
      with respect to any withdrawal.


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<PAGE>


                                   ARTICLE XI.
                               INSURANCE POLICIES

11.1  Policy Procurement

      The Employer may elect in the Adoption Agreement to have the provisions of
      this Article XI apply. If so authorized, the Committee may elect to
      provide all Active Participants with the option of having life insurance
      or annuity contracts (hereinafter referred to as "policy") purchased on
      their behalf from a legal reserve life insurance company.

11.2  Rules and Regulations

      The following rules shall be applicable to the acquisition, handling and
      disposition of any policy:

      (a)   The basic options, cash surrender values and other material features
            of all policies shall be as nearly uniform as possible. No endowment
            policies shall be purchased.

      (b)   The Trustee shall be designated as the sole owner of any policy
            purchased hereunder. However, all benefits, rights, privileges and
            options under such policy and any dividends or credits earned in
            insurance contracts will be allocated to the Participant's account
            balance derived from Employer contributions for whose benefit the
            contract is held. Notwithstanding any other provision of the Plan,
            in computing the amount of the vested interest of any Participant,
            the cash surrender value of any policy shall be included in the
            Participant's account balance. The applicable vested interest
            percentage shall be applied to this sum. The product of this
            computation shall then constitute the Participant's vested interest.

      (c)   Payments made to any insurance company with respect to any such
            policy shall constitute an investment of the funds credited to the
            account balance of the Participant on whose behalf it was purchased
            and his account balance derived from Employer contributions shall
            accordingly be reduced by any such payments.

      (d)   If the policy or policies purchased are ordinary life insurance, the
            aggregate premiums payable with respect to such policy or policies
            may not equal or exceed fifty percent (50%) of the aggregate
            Employer contributions and forfeitures credited to such
            Participant's account balance, exclusive of investment earnings. A
            Participant may upon consultation with the Committee and with its
            consent


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<PAGE>

            modify or terminate this election at any time. If the policy
            purchased is term or universal life insurance, the phrase
            "twenty-five percent (25%)" shall be substituted for the phrase
            "fifty percent (50%)." If the policy or policies purchased are
            ordinary life insurance and term insurance, the sum of one-half
            (1/2) thE ordinary life premiums and the term premiums may not
            exceed twenty-five percent (25%) of the aggregate Employer
            contributions and forfeitures credited to such Participant's account
            balance, exclusive of investment earnings. For purposes of these
            incidental insurance provisions, ordinary life insurance contracts
            are contracts with both nondecreasing death benefits and
            nonincreasing premiums.

      (e)   If a Participant is not insurable as a standard risk but may
            nevertheless be eligible for insurance coverage at an extra rating
            because of excess mortality hazards, the Committee, in its
            discretion, may agree or not agree to obtain insurance. The
            insurance to be purchased for a substandard life shall not exceed
            the face amount that could have been purchased by the premium that
            would have been available for the purchase of insurance had the
            Participant not been rated a substandard life. In determining
            whether or not to purchase insurance, the Committee shall not
            discriminate and shall accord uniform treatment to all of its
            Participants in a similar situation.

11.3  Transfer of Policies

      (a)   Upon the Participant's retirement, the Trustee shall, upon
            instructions from the Committee, either transfer and deliver to the
            Participant any policy held on his behalf (with such endorsements as
            the Committee may direct), convert such policy to an annuity, or
            surrender such policy, in which case the cash proceeds thereof shall
            be included as part of the account balance of such Participant and
            distributed accordingly.

      (b)   The Committee shall offer to a vested Participant any policy held in
            his behalf at a price equal to the total cash surrender value of
            such policy. If the Participant elects to purchase such policy, the
            Trustee shall, upon instructions from the Committee, transfer
            ownership of the policy to such Participant, endorsed so as to vest
            in the transferee all right, title and interest thereto, free and
            clear of the Trust. If the Participant declines to purchase such
            policy, the Trustee shall, upon instructions from the Committee,
            liquidate the policy for its cash surrender value; transfer the
            policy to the Participant as a distribution of benefits; or if the
            Participant has terminated employment with the Employer other than
            by reason of retirement, death or disability, place the policy on a
            paid-up basis. The Committee may direct the Trustee to designate
            itself, if not so designated, as Beneficiary under such policy for
            the period prior to the date on which it is liquidated.


                                       80
<PAGE>

      (c)   Subject to the Qualified Joint and Survivor Annuity Rules of Section
            8.2, the contracts on a Participant's life will be converted to cash
            or an annuity or distributed to the Participant upon commencement of
            benefits.

11.4  Payment Upon Death

      Subject to the Qualified Pre-Retirement Survivor Annuity Rules of Section
      8.2, all death benefits payable under any policy held on behalf of a
      deceased Participant shall be paid to his Beneficiary. Such benefits may,
      as the Committee shall determine, be paid either to the Trust Fund, in
      which case the cash proceeds thereof shall be included as part of vested
      account balance of such Participant and distributed accordingly, or
      directly by the insurance company to the Beneficiary pursuant to the
      settlement option in effect at the time of the Participant's death. In the
      absence of such election, the benefits may be paid in a lump sum or under
      any other settlement option contained in such policy, as determined by the
      Committee.

11.5  Plan Provisions Control

      In the event of any conflict between the terms of this Plan and the terms
      of any policy issued hereunder, the Plan provisions shall control.



                                  ARTICLE XII.
                                      LOANS

12.1  Loans to Participants

      If permitted under the Adoption Agreement, the Committee, in its
      discretion, may authorize and direct the Trustee to grant loans to
      Participants and Beneficiaries in accordance with written rules
      established by the Committee. Such loans:

      (a)   Shall not exceed the lesser of:

            (1)   fifty thousand dollars ($50,000) reduced by the excess, if
                  any, of (i) the highest outstanding balance of loans from the
                  Plan during the one (1) year period ending on the day before
                  the date on which such loan was made, over (ii) the
                  outstanding balance of loans from the Plan on the date such
                  loan was made, or


                                       81
<PAGE>

            (2)   one-half (1/2) of the Participant's or Beneficiary'S vested
                  interest under the Plan.

                  For this purpose, all plans of the Employer and Affiliated
                  Employers shall be treated as a single plan.

      (b)   Shall be evidenced by a promissory note, secured by an assignment of
            a portion of the Participant's or Beneficiary's vested interest in
            the Plan, other than a Voluntary Tax-Deductible Account (effective
            for loans granted or renewed after October 18, 1989, the portion of
            a Participant's or Beneficiary's vested interest which may be used
            as security for a loan hereunder shall not exceed fifty percent
            (50%));

      (c)   Shall bear a reasonable rate of interest as determined by the
            Committee to be a rate of interest commensurate with the interest
            rates charged by persons in the business of lending money for loans
            which would be made under similar circumstances; and

      (d)   Shall require substantially level repayments of principal and
            interest (with repayments made not less frequently than quarterly)
            over a period not to exceed five (5) years. Any such loan shall be
            nonrenewable except that if the loan was originally granted for a
            period of less than five (5) years, then the same may be renewed, in
            the discretion of the Committee, for a period of time equal to the
            difference between five (5) years and the duration of the original
            loan. The five (5) year repayment period shall not apply to any loan
            used to acquire any dwelling unit which within a reasonable period
            of time is to be used (to be determined at the time the loan is
            made) as the principal residence of the Participant.

      If the Plan is subject to the Automatic Annuity Rules of Section 8.2, the
      written consent of the Participant's spouse (consistent with the
      requirements for a Qualified Election under Section 8.2) must be obtained
      within the ninety (90) day period ending on the date the account balance
      is used as security for the loan. Such consent shall thereafter be binding
      with respect to the consenting spouse or any subsequent spouse. However, a
      new consent shall be required if the account balance is used for
      renegotiation, extension, renewal or other revision of the loan.

      If Participant-directed investments have been elected in the Adoption
      Agreement, loans shall be treated as an investment of one or more of the
      borrower's separate Accounts, in accordance with rules established by the
      Committee. Repayments of principal and interest shall be allocated solely
      to the Account(s) of the borrower from which such loan


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<PAGE>

      was made, and any loss caused by non-payment or default shall be charged
      solely to such Account(s). Otherwise, all loans hereunder shall be treated
      as an investment of the Fund.

12.2  Provisions to be Applied in a Uniform and Nondiscriminatory Manner

      In deciding whether or not to grant any request for a loan hereunder, the
      Committee shall be guided by procedures and criteria designed to assure
      that the loans shall be made available to all Participants and
      Beneficiaries on a reasonably equivalent basis and shall not be available
      to Highly Compensated Employees in an amount greater than the amount made
      available to other Employees.

12.3  Satisfaction of Loan

      In the event of default, foreclosure on the note and attachment of the
      security will not occur until a distributable event occurs under the terms
      of the Plan.

      If spousal consent (consistent with the requirements for a Qualified
      Election under Section 8.2) has been obtained, then, notwithstanding any
      other provision of the Plan, the portion of the Participant's vested
      account balance used as security for a loan 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 one hundred percent (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.

12.4  Loans to Owner-Employees or Shareholder-Employees

      No loan shall be granted to an Owner-Employee or Shareholder-Employee
      unless an exemption has been obtained for such loan from the Secretary of
      Labor under Section 408 of the Act (and such loan is exempt from the
      excise tax imposed under Section 4975 of the Code).



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<PAGE>


                                  ARTICLE XIII.
                              TOP-HEAVY PROVISIONS

As specified in the Adoption Agreement, the provisions of this Article XIII will
either (1) always supersede any conflicting provisions in the Plan or (2) only
supersede such conflicting provisions in any Plan Year beginning after 1983,
during which the Plan is or becomes Top-Heavy.

13.1  Definitions

      For purposes of this Article and Article XVII, the following words shall
      have the following meanings:

      (a)   "Compensation" shall mean Compensation as defined in Article I as
            limited by section 401(a)(17) of the Code.

      (b)   "Determination Date" shall mean (1) the last day of the preceding
            Plan Year, or (2) in the case of the first Plan Year of any Plan,
            the last day of such Plan Year.

      (c)   "Employer" shall mean the Employer and all Affiliated Employers.

      (d)   "Key Employee" shall mean any Employee or former Employee (and the
            Beneficiaries of such Employee) who at any time during the Plan Year
            containing the Determination Date and the four (4) preceding Plan
            Years was:

            (1)   An officer of the Employer if such individual's annual
                  compensation exceeds fifty percent (50%) of the dollar
                  limitation under section 415(b)(1)(A) of the Code (provided
                  that the number of employees treated as officers shall be no
                  more than fifty (50) or, if fewer, the greater of three (3)
                  employees or ten percent (10%) of all employees);

            (2)   An owner (or considered an owner under section 318 of the
                  Code) of at least a one-half of one percent (.5%) interest and
                  one of the ten (10) largest interests in the Employer if such
                  individual's annual compensation exceeds one hundred percent
                  (100%) of the dollar limitation under section 415(c)(1)(A) of
                  the Code;

            (3)   A five percent (5%) owner of the Employer; or

            (4)   A one percent (1%) owner of the Employer who has an annual
                  compensation of more than one hundred fifty thousand dollars
                  ($150,000).


                                       84

<PAGE>

            For this purpose, annual compensation means compensation as defined
            in section 415(c)(3) of the Code, but including amounts excludible
            from the Employee's gross income by reason of sections 125,
            402(a)(8), 402(h) or 403(b) of the Code. The determination of who is
            a Key Employee will be made in accordance with section 416(i)(1) of
            the Code and the regulations thereunder.

      (d)   "Non-Key  Employee" shall mean any Employee who is not a Key
            Employee.

      (e)   "Permissive Aggregation Group" shall mean 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 sections 401(a)(4) and
            410 of the Code.

      (f)   "Present Value" shall be based on the interest and mortality table
            specified in the Employer's qualified defined benefit plan for
            Top-Heavy purposes, or if such assumptions are not specified in the
            Employer's qualified defined benefit plan, Present Value shall be
            based on the assumptions specified in the Adoption Agreement.

      (g)   "Required Aggregation Group" shall mean (1) 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 (2) any other qualified
            plan of the Employer which enables a plan described in (1) to meet
            the requirements of Sections 401(a)(4) or 410 of the Code.

      (h)   "Super Top-Heavy Plan": For any Plan Year after 1983, this Plan is
            Super Top-Heavy if the Top-Heavy Ratio for the Plan, the Required
            Aggregation Group or the Permissive Aggregation Group, as
            applicable, exceeds ninety percent (90%).

      (i)   "Top-Heavy":  For any  Plan  Year  beginning  after  1983,  this
            Plan is Top-Heavy if any of the following conditions exist:

            (1)   If the Top-Heavy Ratio for this Plan exceeds sixty percent
                  (60%) and this Plan is not part of any Required Aggregation
                  Group or Permissive Aggregation Group of plans.

            (2)   If this 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 sixty percent
                  (60%).


                                       85
<PAGE>

            (3)   If this 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
                  sixty percent (60%).

      (j)   "Top-Heavy Ratio":

            (1)   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 five (5) year period ending on the Determination
                  Date 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, the numerator of which is
                  the sum of the account balances of all Key Employees as of the
                  Determination Date (including any part of any account balance
                  distributed in the five (5) year period ending on the
                  Determination Date, and the denominator of which is the sum of
                  all account balances (including any part of any account
                  balance distributed in the five (5) year period ending on the
                  Determination Date, both computed in accordance with section
                  416 of the Code and the regulations thereunder. 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 section 416 of the Code and the
                  regulations thereunder.

            (2)   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 five (5) year period ending on
                  the Determination Date has or has had any accrued benefits,
                  the Top-Heavy Ratio for any Required or Permissive Aggregation
                  Group as appropriate is a fraction, 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 (d) above, and the Present Value of accrued
                  benefits under the aggregated defined benefit plan or plans
                  for all employees as of the Determination Date, and 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 (j)(1) above, and
                  the Present Value of accrued benefits under the defined
                  benefit plan or plans for all Participants as of the
                  Determination Date, all determined in accordance with section
                  416 of the Code and the regulations thereunder.


                                       86
<PAGE>

                  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 five
                  (5) year period ending on the Determination Date.

            (3)   For purposes of (1) and (2) 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 twelve (12) month period ending on the
                  Determination Date, except as provided in section 416 of the
                  Code 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 who is not a Key Employee
                  but who was a Key Employee in a prior year, or has not been
                  credited with at least one Hour of Service for any Employer
                  maintaining the Plan at any time during the five (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 section 416 of the
                  Code and the regulations thereunder. Deductible 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 references to the Determination Date that
                  falls within the same calendar year.

            (4)   Solely for the purpose of determining if the Plan, or any
                  other plan included in a Required Aggregation Group of which
                  this Plan is a part, is Top-Heavy (within the meaning of
                  section 416(g) of the Code) the accrued benefit of a Non-Key
                  Employee shall be determined under (a) the method, if any,
                  that uniformly applies for accrual purposes under all plans
                  maintained by the Employer, or (b) if there is no such method,
                  as if such benefit accrued not more rapidly than the slowest
                  accrual rate permitted under the fractional accrual rate of
                  section 411(b)(1)(C) of the Code.

      (k)   "Valuation Date" shall mean the last day of the Plan Year and is the
            day on which account balances and accrued benefits are valued for
            purposes of calculating the Top-Heavy Ratio.

13.2  Vesting Schedules

      For any Plan Year in which this Plan is Top-Heavy, one of the Top Heavy
      minimum vesting schedules as elected by the Employer in the Adoption
      Agreement will automatically apply to the Plan. The Top Heavy Minimum
      vesting schedule applies to all



                                       87
<PAGE>

      benefits within the meaning of section 411(a)(7) of the Code except those
      attributable to Employee contributions, including benefits accrued before
      the effective date of section 416 of the Code and benefits accrued before
      the Plan became Top-Heavy. Further, no reduction in a vested benefit may
      occur in the event the Plan's status as Top-Heavy changes for any Plan
      Year. However, this Section does not apply to the account balance of any
      Employee who does not have an Hour of Service after the Plan has initially
      become Top-Heavy and such Employee's account balance attributable to
      Employer contributions and forfeitures will be determined without regard
      to this Section.

13.3  Minimum Allocation

      (a)   Except as otherwise provided in (b), (c) and (d) below, when the
            Plan is Top-Heavy the Employer contributions and forfeitures
            allocated on behalf of any Participant who is a Non-Key Employee
            shall not be less than the lesser of three percent (3%) of such
            Participant's Compensation or, if neither the Employer nor an
            Affiliated Employer maintains a defined benefit plan which
            designates this Plan to satisfy sections 401(a)(4) or 410 of the
            Code, the largest percentage of Employer contributions and
            forfeitures, as a percentage of the Key Employee's Compensation, as
            limited by section 401(a)(17) of the Code allocated on behalf of any
            Key Employee for that year. For purposes of determining whether a
            Plan is Top-Heavy, Elective Deferrals are considered Employer
            contributions. However, neither Elective Deferrals nor Matching
            Contributions may be taken into account for purposes of satisfying
            the three percent (3%) minimum Top-Heavy contributions requirements
            for Plan Years beginning on or after January 1, 1989.

            The Minimum Allocation is determined without regard to a Social
            Security contribution. This Minimum Allocation shall be made 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 of (1) the
            Participant's failure to complete one thousand (1,000) Hours of
            Service (or any equivalent provided in the Plan), (2) the
            Participant's failure to make mandatory employee contributions, or
            (3) the Participant's Compensation is less than a stated amount.

      (b)   The provision in (a) above shall not apply to any Participant who
            was not employed by the Employer on the last day of the Plan Year.

      (c)   If the Employer maintains a qualified defined benefit plan and this
            Plan is Top-Heavy, but is not Super Top-Heavy, each Participant who
            is a Non-Key Employee and is not covered by the defined benefit plan
            shall receive the Minimum Allocation under (a) above, except that
            "four percent (4%) "shall be


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<PAGE>

            substituted for "three percent (3%)".

      (d)   The provision in (a) above shall not apply with respect to any
            Participant covered under any other qualified plan or plans of the
            Employer other than a paired plan of the Sponsor and the adopting
            Employer has elected in the Adoption Agreement that the minimum Top
            Heavy allocation or benefit will be met in the other plan or plans.

            If the Employer maintains a qualified defined benefit plan, other
            than Sponsor's paired defined benefit plan 02001, and the adopting
            Employer has elected in the Adoption Agreement to provide the Top
            Heavy minimum allocation or benefit under this Plan, then with
            respect to participants covered under both plans, "five percent
            (5%)" shall be substituted for "three percent (3%)" in (a) above if
            the Plan is Super Top Heavy and "seven and one-half percent (7
            1/2%)" shall be substituted fOR "three percent (3%)" in (a) above if
            the Plan is Top Heavy, but not Super Top Heavy.

      (e)   The Minimum Allocation required (to the extent nonforfeitable under
            section 416(b) of the Code) may not be forfeited under section
            411(a)(3)(B) or 411(a)(3)(D) of the Code.

13.4  Adjustment  to  Defined  Benefit  Fraction  and  Defined  Contribution
      Fraction under section 6.4.

      If the Plan is Super Top-Heavy, then "one-hundred percent (100%)" shall be
      substituted for "one hundred twenty-five percent (125%)" in the
      denominator of the Defined Benefit Fraction and the Defined Contribution
      Fraction under Section 6.4.



                                  ARTICLE XIV.
                                  THE COMMITTEE

14.1  Creation of a Committee

      The Employer may appoint a person or persons to act as the Committee and
      serve at its pleasure. If no such Committee is appointed, the Employer
      shall act as the Committee. The Employer shall notify the Trustee of the
      appointment of the original members of the Committee and of each change in
      the membership of the Committee. Vacancies in the Committee shall be
      filled by the Employer.


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<PAGE>

14.2  Committee Action

      In the event that the Employer appoints such person or persons to act as
      the Committee, such Committee shall act by a majority of its members at a
      meeting (which can be by telephone) or in writing without a meeting. A
      member of the Committee who is also a Participant of the Plan shall not
      vote or act as a member of the Committee upon any matter relating solely
      to his rights or benefits under the Plan.

14.3  Authorized Signatory

      Except as otherwise provided in Section 14.10, the Committee may designate
      a person or persons who shall be authorized to sign any document in the
      name of the Committee. The Trustee shall be fully protected in relying
      upon any notice, instruction or certification from the Committee or
      executed pursuant to the provisions of this Section.

14.4  Powers and Duties

      The Committee shall have such powers and duties as are necessary for the
      proper administration of the Plan, including but not limited to the power
      to make decisions with respect to the application and interpretation of
      the Plan. The Committee shall be empowered to establish rules and
      regulations for the transactions of its business and for the
      administration of the Plan. The determinations of the Committee with
      respect to the interpretation, application, or administration of the Plan
      shall be final, binding, and conclusive upon each person or party
      interested or concerned.

14.5  Nondiscrimination

      Where provisions of this Plan are at the discretion of the Committee, all
      Participants shall be treated in a uniform and nondiscriminatory manner.

14.6  Records and Reports

      The Committee shall maintain such records as may be necessary for proper
      administration of the Plan and shall be responsible for supplying all
      information and reports to the Internal Revenue Service, Department of
      Labor, Participants, Beneficiaries and others as required by law.
      Employees may examine records pertaining directing to them.

14.7  Reliance on Professional Advice

      The Committee shall be entitled to rely conclusively on the advice or
      opinion of any


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<PAGE>

      consultant, accountant, or attorney and such persons may also act in their
      respective professional capacities as advisors to the Employer.

14.8  Payment of Expenses

      All expenses of administration may be paid out of the Trust Fund unless
      paid by the Employer. Such expenses shall include any expenses incident to
      the duties of the Committee, including, but not limited to, fees of
      consultants, accountants, and attorneys, and other costs of administering
      the Plan. Until paid, the expenses shall constitute a liability of the
      Trust Fund. However, the Employer may reimburse the Trust Fund for any
      administration expense incurred. Any administration expense paid to the
      Trust Fund as a reimbursement shall not be considered an Employer
      contribution.

14.9  Limitation of Liability

      The Committee must discharge its duties solely in the interest of the
      Participants and their Beneficiaries. The Committee must carry out its
      duties with the care, skill, prudence and diligence under circumstances
      then prevailing that a prudent man acting in a like capacity and familiar
      with such matters would use in the conduct of an enterprise of like
      character and with like aims. The Committee, however, shall not be liable
      for any acts or decisions based on the advice or opinion of any
      consultant, accountant or attorney employed by the Committee in their
      respective professional capacities as advisors to the Employer, provided,
      however, that the Committee did not violate its general fiduciary duty in
      selecting or retaining such advisor.

14.10 Payment Certification to Trustee

      The Committee shall provide written instruction to the Trustee with
      respect to all payments which become due under the terms of the Plan and
      shall direct the Trustee to make such payments from the Trust Fund. All
      orders, requests and instructions by the Committee to the Trustee shall be
      in writing and signed by an authorized member of the Committee.

      The Trustee shall act and shall be fully protected in acting in accordance
      with such orders, requests and instructions.

14.11 Claims Procedure

      A Participant or Beneficiary ("Claimant") may file a written claim for
      benefits with the Committee. If the Committee decides that a Claimant is
      not entitled to all or any part of the benefits claimed, it shall within
      ninety (90) days of receipt of such claim, inform the


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<PAGE>

      Claimant in writing of its determination; the reasons for its
      determination, including specific references to the pertinent Plan
      provisions; and the Plan's review procedures. The Claimant or his
      authorized personal representative shall be permitted to review pertinent
      documents and within sixty (60) days after receipt of the notice of denial
      of claim to request to appear personally before it or to submit such
      further information or comments to the Committee as will, in the
      Claimant's opinion establish his right to such benefits. The Committee
      will render its final decision with the specific reason therefore in
      writing and will transmit it to the claimant by certified mail within
      sixty (60) days (or one hundred twenty (120) days, if special
      circumstances require an extension of time and the claimant is given
      written notice within the initial sixty (60) day period) of any such
      appearance. If the final decision is not made within such period, it will
      be considered denied. If, upon review of a request for benefits hereunder,
      the Committee finds the Participant ineligible for such benefits, it shall
      inform the Participant in writing the reason or reasons for such denial.
      In the event any Participant or Beneficiary disagrees with the conclusions
      of the Committee, the Committee must reconsider their decision based on
      the facts and evidence presented to them by the Participant or
      Beneficiary. Further, the Committee must substantiate in writing to any
      Participant or Beneficiary who disagrees with the amount of his benefit
      the method under which the benefit computations were made.


                                   ARTICLE XV.
                               GENERAL PROVISIONS

15.1  No Right of Continued Employment

      No Employee or Participant shall have any right or claim to any benefit
      under the Plan except in accordance with the provisions of the Plan. The
      adoption of the Plan shall not be construed as creating any contract of
      employment between the Employer and any Employee or otherwise conferring
      upon any Employee or other person any legal right to continuation of
      employment, nor as limiting or qualifying the right of the Employer to
      discharge any Employee without regard to the effect that such discharge
      might have upon his rights under the Plan.

15.2  Nonalienation of Interest

      No benefit or interest available hereunder will be subject to assignment
      or alienation, either voluntarily or involuntarily. The preceding sentence
      shall not apply to loans made to the Participant under the Plan, or
      domestic relations orders which are determined by the Committee to be
      qualified domestic relations orders, as defined in section 414(p) of the
      Code and section 206(d)(3) of the Act, or were entered before January 1,
      1985.


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<PAGE>

      Notwithstanding any provision in the Plan to the contrary, payments
      pursuant to a qualified domestic relations order may be made to an
      alternate payee prior to the time that the Plan may make payments to the
      affected Participant.

15.3  Incompetence of Participants and Beneficiaries

      If the Committee deems any person incapable of receiving benefits to which
      he is entitled by reason of minority, illness, infirmity, or other
      incapacity, it may direct the Trustee to make payment directly for the
      benefit of such person to a legal representative of such person. Such
      payment shall, to the extent thereof, discharge all liability of the
      Employer, the Committee, the Trustee and the Fund.

15.4  Unclaimed Benefits

      If any benefit hereunder has been payable and unclaimed for four (4) years
      since the whereabouts or continued existence of the person entitled
      thereto was last known to the Committee, such benefit shall be placed in a
      segregated, interest-bearing suspense account with no further attempts to
      uncover the whereabouts of the person entitled thereto. The Committee
      shall rely upon notification from the Department of Health, Education and
      Welfare as to the whereabouts of such person when he applies for benefits
      under the Social Security Act. The four (4) year period may be extended by
      the Committee whenever, in its discretion, special circumstances justify
      such action. The Committee shall make a reasonable and diligent search for
      the Participant before any benefit is segregated. If a benefit is
      forfeited because the Participant or Beneficiary cannot be found, such
      benefit will be reinstated if a claim is made by the Participant or
      Beneficiary.

15.5  Separate Employer Trusts Maintained

      Except as provided in Section 16.5, the Plan of each Employer which adopts
      this Prototype Plan and corresponding Trust Agreement as part of its Plan
      shall be administered separately from those of any other Employer.

15.6  Governing Law

      The Plan shall be administered, construed and enforced to the state
      wherein the Trustee maintains its principal place of business, except to
      the extent preempted by the Act.

15.7  Severability

      Should any provision of the Plan or rules and regulations adopted
      thereunder be deemed


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<PAGE>

      or held to be unlawful or invalid for any reason, such fact shall not
      adversely affect the other provisions unless such invalidity shall render
      impossible or impractical the functioning of the Plan. In such case, the
      appropriate parties shall immediately adopt a new provision to take the
      place of the illegal or invalid provision.

15.8  Gender and Number

      The masculine pronoun wherever used shall include the feminine pronoun and
      the singular shall include the plural and the plural shall include the
      singular, wherever appropriate to the context.

15.9  Titles and Headings

      The titles or headings of the respective Articles and Sections are
      inserted merely for convenience and shall be given no legal effect.

15.10 Failure of Employer's Plan to Qualify

      The use of this Prototype Plan and corresponding Trust Agreement shall be
      available only to the Plans of Employers which meet the requirements of
      section 401(a) of the Code. If the Employer's Plan fails to attain or
      retain qualification, such Plan will no longer participate in this
      Prototype Plan and will be considered an individually designed plan.

15.11 Exclusive Benefit

      Except as provided in Section 6.3, at no time shall any part of the corpus
      or income of the Fund be used for or diverted to purposes other than for
      the exclusive benefit of the Participants and their Beneficiaries and
      defraying reasonable expenses of the Plan.

15.12 Action by Employer

      Any action, including the amendment or termination of the Plan as provided
      in Sections 16.1 and 16.2 of the Plan, by an Employer which is a
      corporation shall be taken by the board of directors of the corporation or
      any person or persons duly empowered to exercise the powers of the
      corporation with respect to the Plan. In the case of an Employer which is
      a partnership, any action, including the amendment or termination of the
      Plan as provided in Sections 16.1 and 16.2 of the Plan, shall be taken by
      any general partner or the partnership. In the case of an Employer which
      is a sole proprietorship, any action, including the amendment or
      termination of the Plan as provided in Sections 16.1 and 16.2 of the Plan,
      shall be taken by the sole proprietor.


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<PAGE>


                                   ARTICLE XVI
                            AMENDMENT AND TERMINATION

16.1  Amendment

      (a)   The Employer expressly recognizes the authority of the Sponsor to
            amend the Plan and the Trust Agreement or Custodial Agreement from
            time to time, and the Employer shall be deemed to have consented to
            any such amendment. The Employer shall receive a written instrument
            indicating the amendment of the Plan and Trust Agreement and such
            amendment shall become effective as of the effective date of such
            instrument.

      (b)   The Employer reserves the right to amend the Plan at any time.
            Except for (1) changes to the choice of options in the Adoption
            Agreement, (2) amendments stated in the Adoption Agreement which
            allow the Plan to satisfy section 415 of the Code or to avoid
            duplication of minimums under section 416 of the Code because of the
            required aggregation of multiple plans, or (3) 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 will no longer participate in the Prototype
            Plan and will be considered to have an individually designed plan if
            it amends the Plan or obtains a waiver of the minimum funding
            requirement under Section 412(d) of the Code.

      (c)   Notwithstanding  anything  in  this  Plan  to the  contrary,  no
            amendment shall:

            (1)   Increase the responsibility of the Trustee without the
                  Trustee's written consent;

            (2)   Have the effect of decreasing a Participant's account balance
                  or eliminating an optional form of benefit with respect to
                  accrued benefits, except to the extent permitted by section
                  412(c)(8) of the Code;

            (3)   In the case of an Employee who is a Participant as of the
                  later of the date such amendment is adopted or the date it
                  becomes effective, decrease the nonforfeitable percentage
                  (determined as of such date) of such Employee's right to his
                  Employer-derived account balance below his non-forfeitable
                  percentage computed under the Plan without regard to such
                  amendment;

            (4)   Violate the exclusive benefit rule of Section 15.11.


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<PAGE>

16.2  Termination and Partial Termination

      The adopting Employer may, at any time, by written notice to the Trustee
      in such form as is acceptable to the Trustee, terminate the Plan and
      discontinue all further contributions hereunder. Upon termination or
      partial termination of the Plan or upon complete discontinuance of
      contributions to a Profit Sharing Plan, each affected Employee shall have
      a one hundred percent (100%) vested and nonforfeitable interest in his
      account balance. Upon a termination or partial termination of the Plan
      (and subject to the limitations of section 4.10 in the case of a cash or
      deferred arrangement qualified under section 401(k) of the Code), each
      affected Participant's account balance may be distributed in accordance
      with the provisions of Article VIII or, at the option of the Employer and
      with the Trustee's consent, shall continue to be held by the Trustee for
      distribution as authorized by Articles VIII and IX. Notwithstanding the
      preceding sentence, a Profit Sharing Plan which does not offer an annuity
      form of benefit (purchased from a commercial provider) may distribute each
      affected Participant's account balance immediately in a single sum without
      Participant consent, provided that neither the Employer nor any Affiliated
      Employer maintains another defined contribution plan, other than an
      employee stock ownership plan (as defined in section 4975(e)(7) of the
      Code). If either the Employer or any Affiliated Employer maintains another
      such defined contribution plan, then a Participant's account balance may
      be transferred to such plan without his consent if the Participant does
      not consent to the single sum distribution from this Plan.

16.3  Plan Merger and Consolidation or Transfer of Plan Assets

      In the event of any merger or consolidation with, or transfer of assets or
      liabilities to, any other plan, each Participant of this Plan would (if
      the Plan then terminated) receive an amount immediately after such merger,
      consolidation or transfer which is equal to or greater than the amount he
      would have been entitled to receive immediately before the merger,
      consolidation, or transfer (if the Plan had then terminated).

16.4  Amended and Restated Plans

      If this Plan is an amendment and restatement of an existing plan
      ("Existing Plan"), the following provisions shall apply:

      (a)   Each Employee who was a participant in the Existing Plan immediately
            prior to the Effective Date shall become a Participant in this Plan
            on the Effective Date.

      (b)   The balance of such Employee's accounts under the Existing Plan
            attributable to


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<PAGE>

            employer or employee contributions shall be allocated to the
            corresponding Accounts under this Plan or accounted for separately.

      (c)   All years of service credited for vesting service under the Existing
            Plan shall be credited as years of Service under this Plan. The
            amendment and restatement shall not reduce the vested interest of a
            participant in the Existing Plan, and any change in the vesting
            schedule shall be subject to the provisions of Section 7.3.

      (d)   The amendment and restatement shall not reduce a Participant's
            account balance and shall not eliminate any optional form of
            benefit.

      (e)   Any beneficiary designation in effect under the Existing Plan
            immediately before the amendment and restatement shall be deemed to
            be a valid Beneficiary designation under this Plan, to the extent
            consistent with Article VIII.

16.5  Participating Employers

      (a)   With the consent of the Employer and Trustee, and by duly authorized
            action, any Affiliated Employer may adopt this Plan and become a
            Participating Employer.

      (b)   Each such Participating Employer shall be bound by the same Adoption
            Agreement provisions as those selected by the Employer, and to use
            the same Trustee as the Employer. If the Employer does not make a
            contribution to the Plan, the Participating Employer shall be
            obligated to do so.

      (c)   The Trustee may, but shall not be required to commingle, hold and
            invest as one Trust Fund all contributions made by Participating
            Employers, as well as all increments thereof.

      (d)   With respect to its relations with the Trustee and Committee for the
            purposes of this Plan, each Participating Employer shall be deemed
            to have irrevocably designated the adopting Employer as its agent.
            Amendment of this Plan by the adopting Employer at any time when
            there shall be a Participating Employer hereunder shall only be by
            the written action of the adopting Employer, with the consent of the
            Trustee where such consent is necessary in accordance with the terms
            of this Plan.

      (e)   A Participating Employer may, at any time, by written notice to the
            Employer and Trustee in such form as is acceptable to the Employer
            and Trustee, discontinue its participation in the plan and
            discontinue all further contributions hereunder. The Employer shall
            direct the Trustee to transfer, deliver and assign


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<PAGE>

            Fund assets attributable to the Participants of such Participating
            Employer to such successor trustee as shall have been designated by
            such Participating Employer, in the event that it has established a
            separate plan for its Employees. If no successor trustee is
            designated, the Trustee shall retain such assets for the

            Employees of said Participating Employer pursuant to the provisions
            of Articles VIII and IX hereof.



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<PAGE>


                                  ARTICLE XVII.
                             PAIRED PLAN PROVISIONS

The provisions of this Article are applicable only if the Employer adopts a set
of Dreyfus paired plans. Paired plans are a combination of standardized form
plans offered by the Sponsor, so designed that if any single plan or combination
of plans is adopted by an Employer each plan by itself, or the plans together,
will meet the anti-discrimination rules set forth in section 401(a)(4) of the
Code, the contribution and benefit limits set forth in section 415 of the Code
and the Top-Heavy provisions set forth in section 416 of the Code.

17.1  Compliance With Section 415(e) of the Code

      If the Employer adopts one or two of Sponsor's paired defined contribution
      plans and Sponsor's paired defined benefit plan, the "1.0" aggregate
      limitation of section 415(e) of the Code on contributions and benefits
      will be met by freezing or reducing the rate of benefit accruals under the
      paired defined benefit plan.

17.2  Adjustment  of Combined Plan  Fractions  Under Section 415 of the Code
      for Top-Heavy Ratio in Excess of Ninety Percent (90%)

      In any Plan Year in which the Plan becomes Super Top-Heavy, the
      denominators of the Defined Benefit Fraction (as defined in Section 6.4 of
      the Plan) and the Defined Contribution Fraction (as defined in Section 6.4
      of the Plan) shall be computed using one hundred percent (100%) of the
      dollar limitation instead of one hundred twenty-five percent (125%).

17.3  Top-Heavy Minimum Benefits and Contributions

      (a)   When the paired plans maintained by the Employer are Top-Heavy, but
            are not Super Top-Heavy, each Non-Key Employee who participates in
            paired defined contribution plan number 01001, 01003, 01004, 01005
            or 01006, but does not participate in paired defined benefit plan
            number 02001, will receive the Minimum Allocation provided for in
            Section 13.3. Each Non-Key Employee who participates in two of the
            paired defined contribution plans, but not the paired defined
            benefit plan, shall receive the minimum Top-Heavy allocation under
            the paired defined contribution plan specified in the Adoption
            Agreement. Each Non-Key Employee who is a participant in this Plan
            and the paired defined benefit plan shall receive the minimum
            top-heavy benefit accrual under such plan and shall not receive any
            top-heavy minimum contribution under the paired defined contribution
            plan or plans.


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<PAGE>

      (b)   When the paired plans maintained by the Employer are Super
            Top-Heavy, each Non-Key Employee who participates in paired defined
            contribution plan number 01001, 01003, 01004, 01005 or 01006 but who
            does not participate in paired defined benefit plan number 02001,
            will receive the Minimum Allocation provided for in Section 13.3.
            Each Non-Key Employee who participates in two of the paired defined
            contribution plans, but not the defined benefit plan, shall receive
            the minimum top-heavy allocation under the paired defined
            contribution plan specified in the Adoption Agreement. Each Non-Key
            Employee who is a Participant in this Plan and the paired defined
            benefit plan shall receive the minimum top heavy benefit accrual
            under such plan and shall not receive any top heavy minimum
            contribution under the paired defined contribution plan or plans.

17.4  Integration of Paired Plans

      If the Employer adopts paired plans, only one plan may allocate
      contributions or determine benefits on an integrated basis.




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