Non-Standardized 401(k) Profit Sharing Plan

                                                                     EXHIBIT 4.2
                                                                     -----------

                             ADOPTION AGREEMENT FOR

                                    PFPC INC.

                     NON-STANDARDIZED 401(K) PROFIT SHARING
                                 PLAN AND TRUST

The undersigned Employer adopts PFPC Inc. Prototype Non-Standardized 401(k)
Profit Sharing Plan and Trust and elects the following provisions:

CAUTION: Failure to properly fill out this Adoption Agreement may result in
disqualification of the Plan.

EMPLOYER INFORMATION
(An amendment to the Adoption Agreement is not needed solely to reflect a change
in the information in this Employer Information Section.)

1.      EMPLOYER'S NAME, ADDRESS AND TELEPHONE NUMBER

         Name:    Webster Bank
                  --------------------------------------------------------------
                  --------------------------------------------------------------
         Address: 145 Bank Street Webster Plaza
                  --------------------------------------------------------------
                                     Street

                  Waterbury                        CT                  06702
                  -----------------------  ------------------    ---------------
                           City                   State                 Zip

         Telephone:        (203) 755-1422
                           ----------------------------

2. EMPLOYER'S TAXPAYER IDENTIFICATION NUMBER     06-0273620
                                             ------------------
3. TYPE OF ENTITY
   a. [xx] Corporation (including Tax-exempt or Non-profit Corporation)
   b. [  ] Professional Service Corporation
   c. [  ] S Corporation
   d. [  ] Limited Liability Company that is taxed as:
           1. [ ] a partnership or sole proprietorship
           2. [ ] a Corporation
           3. [ ] an S Corporation
   e. [  ] Sole Proprietorship
   f. [  ] Partnership (including Limited Liability)
   g. [  ] Other:
                 --------------------------------------------------------------

   AND, the Employer is a member of (select all that apply):
   h. [xx] a controlled group
   i. [  ] an affiliated service group

4. EMPLOYER FISCAL YEAR means the 12 consecutive month period:
   Beginning on January 1 (e.g., January 1st)
                ----------
                month  day

   and ending on December 31
                 -----------
                 month   day

PLAN INFORMATION

(An amendment to the Adoption Agreement is not needed solely to reflect a change
in the information in Questions 9. through 11.)

5. PLAN NAME:

   Webster Bank Employee Investment Plan
--------------------------------------------------------------------------------

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Non-Standardized 401(k) Profit Sharing Plan

6. EFFECTIVE DATE
   a. [  ] This is a new Plan effective as of ____________ (hereinafter called
           the "Effective Date").

   b. [  ] This is an amendment and restatement of a previously established
           qualified plan of the Employer which was originally effective _______
           (hereinafter called the "Effective Date"). The effective date of this
           amendment and restatement is _______.

   c. [xx] FOR GUST RESTATEMENTS: This is an amendment and restatement of a
           previously established qualified plan of the Employer to bring the
           Plan into compliance with GUST (GATT, USERRA, SBJPA and TRA `97).
           The original Plan effective date was 10/1/84 hereinafter called the
           "Effective Date'). Except as specifically provided in the Plan, the
           effective date of this amendment and restatement is 1/1/01. (May
           enter a restatement date that is the first day of the current Plan
           Year. The Plan contains appropriate retroactive effective dates with
           respect to provisions for the appropriate laws.)

7. PLAN YEAR means the 12 consecutive month period:

   Beginning on December 31 (e.g., January 1st)
                ------------
                month   day

   and ending on December 30
                ------------
                month   day

   EXCEPT that there will be a Short Plan Year:
   a. [  ] N/A
   b. [  ] beginning on                                 (e.g., July 1, 2000)
                           -------------------------------
                                 month   day   year
              and ending on
                           -------------------------------
                                 month   day   year

8. VALUATION DATE means:
   a. [x ] Every day that the Trustee, any transfer agent appointed by the
           Trustee or the Employer, and any stock exchange used by such agent
           are open for business (daily valuation).
   b. [  ] The last day of each Plan Year.
   c. [  ] The last day of each Plan Year half (semi-annual).
   d. [  ] The last day of each Plan Year quarter.
   e. [  ] Other (specify day or dates):_____________________ (must be at least
           once each Plan Year).

9. PLAN NUMBER assigned by the Employer
   a. [  ] 001
   b. [  ] 002
   c. [x ] 003
   d. [  ] Other:
                 ---------------------------------------------------------------

10. TRUSTEES:
   a. [  ] Individual Trustee(s) who serve as discretionary Trustee(s) over
           assets not subject to control by a corporate Trustee.

           Name(s)                              Title(s)

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

           Address and Telephone number

           1. [ ] Use Employer address and telephone number.
           2. [ ] Use address and telephone number below:

           Address:
                   -------------------------------------------------------------
                                            Street

                   -------------     ------------------      -------------------
                        City                 State                   Zip

           Telephone:
                     -------------------------------

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                                     Non-Standardized 401(k) Profit Sharing Plan


    b. [ x ] Corporate Trustee

            Name:    PW Trust Company
                     -----------------------------------------------------------
            Address: 4400 Computer Drive
                     -----------------------------------------------------------
                                           Street

                     Westboro                  MA                   01581
                     -------------      ------------------    ------------------
                     City                     State                  Zip
            Telephone:     (508) 871-4084
                       ------------------------------

                       AND, the corporate Trustee shall serve as:

                       1. [ x ] a directed (nondiscretionary) Trustee over
                                all Plan assets except for the following:

                       --------------------------------------
                       2. [   ] a discretionary Trustee over all Plan assets
                                except for the following:

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

    AND, shall a separate trust agreement be used with this Plan?

    c.  [   ] Yes
    d.  [ x ] No

    NOTE:   If Yes is selected, an executed copy of the trust agreement between
            the Trustee and the Employer must be attached to this Plan. The Plan
            and trust agreement will be read and construed together. The
            responsibilities, rights and powers of the Trustee shall be those
            specified in the trust agreement.

11. PLAN ADMINISTRATOR'S NAME, ADDRESS AND TELEPHONE NUMBER:
    (If none is named, the Employer will become the Administrator.)
    a. [ x ] Employer (Use Employer address and telephone number).
    b. [   ] Use name, address and telephone number below:

             Name:
                        --------------------------------------------------------
             Address:
                        --------------------------------------------------------
                                            Street

                        ------------    --------------------    ----------------
                            City               State                   Zip
             Telephone:
                        --------------------------------------------

12. CONSTRUCTION OF PLAN
    This Plan shall be governed by the laws of the state or commonwealth where
    the Employer's (or, in the case of a corporate Trustee, such Trustee's)
    principal place of business is located unless another state or commonwealth
    is specified:

    Connecticut
    ---------------------------
ELIGIBILITY REQUIREMENTS

13. ELIGIBLE EMPLOYEES (Plan Section 1.18)
    FOR ALL PURPOSES OF THE PLAN (EXCEPT AS ELECTED IN d. or e. BELOW FOR
    EMPLOYER CONTRIBUTIONS) means all Employees (including Leased Employees)
    EXCEPT:
    NOTE: If different exclusions apply to Elective Deferrals than to other
    Employer contributions, complete this part a.-b. for the Elective Deferral
    component of the Plan.
    a. [   ] N/A. No exclusions.
    b. [ X ] The following are excluded, except that if b.3. is selected,
             such Employees will be included (select all that apply):
             1. [ ] Union Employees (as defined in Plan Section 1.18)
             2. [ ] Non-resident aliens (as defined in Plan Section
                    1.18)
             3. [ ] Employees who became Employees as the result of a "Code
                    Section 410(b)(6)(C) transaction" (as defined in Plan
                    Section 1.18)
             4. [ ] Salaried Employees
             5. [ ] Highly Compensated Employees
             6. [ ] Leased Employees
             7. [ x ] Other: Independent Contractors
                              ----------------------
    HOWEVER, different exclusions will apply (select c. OR d. and/or e.):
    c.   [ X ] N/A. The options elected in a.-b. above apply for all purposes
               of the Plan.
    d.   [   ] For purposes of all Employer contributions (other than Elective
               Deferrals and matching contributions)...
    e.   [   ] For purposes of Employer matching contributions...

(c) Copyright 2001 PFPC Inc.

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Non-Standardized 401(k) Profit Sharing Plan

         IF d. OR e. IS SELECTED, the following exclusions apply for such
         purposes (select f. or g.):
    f.   [    ] N/A. No exclusions.
    g.   [    ] The following are excluded, except that if g.3. is selected,
                such Employees will be included (select all that apply):

                1. [ ] Union Employees (as defined in Plan Section 1.18)
                2. [ ] Non-resident aliens (as defined in Plan Section 1.18)
                3. [ ] Employees who became Employees as the result of a
                       "Code Section 410(b)(6)(C) transaction" (as defined in
                       Plan Section 1.18)
                4. [ ] Salaried Employees
                5. [ ] Highly Compensated Employees
                6. [ ] Leased Employees
                7. [ ] Other:
                            ----------------------------------------------------

14. THE FOLLOWING AFFILIATED EMPLOYER (Plan Section 1.6) will adopt this Plan as
    a Participating Employer (if there is more than one, or if Affiliated
    Employers adopt this Plan after the date the Adoption Agreement is executed,
    attach a list to this Adoption Agreement of such Affiliated Employers
    including their names, addresses, taxpayer identification numbers and types
    of entities):
    NOTE:  Employees of an Affiliated Employer that does not adopt this Adoption
           Agreement as a Participating Employer shall not be Eligible
           Employees. This Plan could violate the Code Section 410(b) coverage
           rules if all Affiliated Employers do not adopt the Plan.

    a. [ ] N/A
    b. [x] Name of First Affiliated Employer: See Appendix A
                                             -----------------------------------
           Address:
                  --------------------------------------------------------------
                                       Street

                  -----------------   ----------------          ----------------
                       City                State                      Zip

           Telephone:
                     -----------------------------------------------------------
           Taxpayer identification Number:
                                          --------------------------------------
    AND, the Affiliated Employer is:
    c. [x] Corporation (including Tax-exempt, Non-profit or Professional
             Service Corporation)
    d. [ ] S Corporation
    e. [ ] Limited Liability Company that is taxed as:
           1. [ ] a partnership or sole proprietorship
           2. [ ] a Corporation
           3. [ ] an S Corporation
    f. [ ] Sole Proprietorship
    g. [ ] Partnership (including Limited Liability)
    h. [ ] Other:
                 ---------------------------------------------------------------

15. CONDITIONS OF ELIGIBILITY (Plan Section 3.1)

    Any Eligible Employee will be eligible to participate in the Plan upon
    satisfaction of the following:
    NOTE:   If the Year(s) of Service selected is or includes a fractional year,
            an Employee will not be required to complete any specified number of
            Hours of Service to receive credit for such fractional year. If
            expressed in months of service, an Employee will not be required to
            complete any specified number of Hours of Service in a particular
            month, unless elected in b.4. or i.4. below.

    ELIGIBILITY FOR ALL PURPOSES OF THE PLAN (EXCEPT AS ELECTED IN e.-k. BELOW
    FOR EMPLOYER CONTRIBUTIONS) (select a. or all that apply of b., c., and d.):
    NOTE:   If different conditions apply to Elective Deferrals than to other
            Employer contributions, complete this part a.-d. for the Elective
            Deferral component of the Plan.

    a. [  ] No age or service required. (Go to e.-g. below)
    b. [xx] Completion of the following service requirement which is based
            on Years of Service (or Periods of Service if the Elapsed Time
            Method is elected):
            1. [ ] No service requirement
            2. [ ] 1/2 Year of Service or Period of Service
            3. [x] 1 Year of Service or Period of Service
            4. [ ] ________ (not to exceed 1,000) Hours of Service within _____
                   (not to exceed 12) months from the Eligible Employee's
                   employment commencement date. If an Employee does not
                   complete the stated Hours of Service during the specified
                   time period, the Employee is subject to the Year of Service
                   requirement in b.3. above.
            5. [ ] Other:
                         -------------------------------------------------------

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                                     Non-Standardized 401(k) Profit Sharing Plan


                   (may not exceed one (1) Year of Service or Period of Service)
    c. [x] Attainment of age:
           1. [ ] No age requirement
           2. [ ] 20 1/2
           3. [x] 21
           4. [ ] Other: ________ (may not exceed 21)
    d. [ ] The service and/or age requirements specified above shall
           be waived with respect to any Eligible Employee who was
           employed on _______ and such Eligible Employee shall enter the
           Plan as of such date.
       The requirements to be waived are (select one or both):

           1. [ ] service requirement (will let part-time Eligible Employees
                  in Plan)
           2. [ ] age requirement

       HOWEVER, DIFFERENT ELIGIBILITY CONDITIONS WILL APPLY (select e. OR f.
       and/or g.):
    e. [x] N/A. The options elected in a.-d. above apply for all purposes of
           the Plan.
    f. [ ] For purposes of all Employer contributions (other than Elective
           Deferrals and matching contributions)...
    g. [ ] For purposes of Employer matching contributions...

    If f. OR g. IS SELECTED, the following eligibility conditions apply for
    such purposes:
    h. [ ] No age or service requirements
    i. [ ] Completion of the following service requirement which is based on
           Years of Service (or Periods of Service if the Elapsed Time Method
           is elected):
           1. [ ] No service requirement
           2. [ ] 1/2 Year of Service or Period of Service
           3. [ ] 1 Year of Service or Period of Service
           4. [ ] ____ (not to exceed 1,000) Hours of Service within ____
                  (not to exceed 12) months from the Eligible Employee's
                  employment commencement date. If an Employee does not complete
                  the stated Hours of Service during the specified time period,
                  the Employee is subject to the Year of Service requirement in
                  i.3. above.
           5. [ ] 1 1/2 Years of Service or Periods of Service
           6. [ ] 2 Years of Service or Periods of Service
           7. [ ] Other:
                        --------------------------------------------------------
                  (may not exceed two (2) Years of Service or Periods of
                  Service)
           NOTE:  If more than one (1) Year of Service is elected 100%
                  immediate vesting is required.
    j. [ ] Attainment of age:
           1. [ ] No age requirement
           2. [ ] 20 1/2
           3. [ ] 21
           4. [ ] Other: _____ (may not exceed 21)
    k. [ ] The service and/or age requirements specified above shall be waived
           with respect to any Eligible Employee who was employed on ____ and
           such Eligible Employee shall enter the Plan as of such date. The
           requirements to be waived are (select one or both):
           1. [ ] service requirement (will let part-time Eligible
                  Employees in Plan)
           2. [ ] age requirement

16. EFFECTIVE DATE OF PARTICIPATION (Plan Section 3.2)
    An Eligible Employee who has satisfied the eligibility requirements will
    become a Participant for all purposes of the Plan (except as elected in
    g.-p. below for Employer contributions):
    NOTE:  If different entry dates apply to Elective Deferrals than to other
           Employer contributions, complete this part a.-f. for the Elective
           Deferral component of the Plan.
    a. [ ] the day on which such requirements are satisfied.
    b. [ ] the first day of the month coinciding with or next
           following the date on which such requirements are satisfied.
    c. [ ] the first day of the Plan Year quarter coinciding with or next
           following the date on which such requirements are satisfied.
    d. [ ] the earlier of the first day of the seventh month or the
           first day of the Plan Year coinciding with or next following
           the date on which such requirements are satisfied.
    e. [ ] the first day of the Plan Year next following the date on which such
           requirements are satisfied. (Eligibility must be 1/2 Year of Service
           (or Period of Service) or less and age must be 20 1/2 or less.)
    f. [x] other: January 1, April 1, July 1, October 1
                  --------------------------------------------------------------
           provided that an Eligible Employee who has satisfied the maximum age
           (21) and service requirements (one (1) Year or Period of Service) and
           who is otherwise entitled to participate, shall commence
           participation no later than the earlier of (a) 6 months after such
           requirements are satisfied, or (b) the first day of the first Plan
           Year after such requirements are satisfied, unless the Employee
           separates from service before such participation date.

(c) Copyright 2001 PFPC Inc.

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Non-Standardized 401(k) Profit Sharing Plan


    HOWEVER, different entry dates will apply (select g. OR h. and/or i.):
    g. [x] N/A. The options elected in a.-f. above apply for all purposes of the
           Plan.
    h. [ ] For purposes of all Employer contributions (other than Elective
           Deferrals and matching contributions)...
    i. [ ] For purposes of Employer matching contributions...

    IF h. OR i. IS SELECTED, the following entry dates apply for such
    purposes (select one):
    i. [ ] the first day of the month coinciding with or next following the date
           on which such requirements are satisfied.
    k. [ ] the first day of the Plan Year quarter coinciding with or next
           following the date on which such requirements are satisfied.
    l. [ ] the first day of the Plan Year in which such requirements are
           satisfied.
    m. [ ] the first day of the Plan Year in which such
           requirements are satisfied, if such requirements are satisfied in
           the first 6 months of the Plan Year, or as of the first day of
           the next succeeding Plan Year if such requirements are satisfied in
           the last 6 months of the Plan Year.
    n. [ ] the earlier of the first day of the seventh month or the first day of
           the Plan Year coinciding with or next following the date on which
           such requirements are satisfied.
    o. [ ] the first day of the Plan Year next following the date on which such
           requirements are satisfied. (Eligibility must be 1/2 (or 1 1/2 if
           100% immediate Vesting is selected) Year of Service (or Period of
           Service) or less and age must be 20 1/2 or less.)
    p. [ ] other:
                  --------------------------------------------------------------
           provided that an Eligible Employee who has satisfied the maximum age
           (21) and service requirements (one (1) Year or Period of Service (or
           more than one (1) year if full and immediate vesting)) and who is
           otherwise entitled to participate, shall commence participation no
           later than the earlier of (a) 6 months after such requirements are
           satisfied, or (b) the first day of the first Plan Year after such
           requirements are satisfied, unless the Employee separates from
           service before such participation date.

SERVICE
17. RECOGNITION OF SERVICE WITH PREDECESSOR EMPLOYER (Plan Sections 1.57
    and 1.85)
    a. [ ] No service with a predecessor Employer shall be recognized.
    b. [x] Service with * will be recognized except as follows (select 1. or all
           that apply of 2. through 4.):
           1. [  ] N/A, no limitations.
           2. [xx] service will only be recognized for vesting purposes.
           3. [x ] service will only be recognized for eligibility purposes.
           4. [  ] service prior to will not be recognized.
                   NOTE: If the predecessor Employer maintained this qualified
                   Plan, then Years of Service (and/or Periods of Service) with
                   such predecessor Employer shall be recognized pursuant to
                   Plan Sections 1.57 and 1.85 and b. 1. will apply.

18. SERVICE CREDITING METHOD (Plan Sections 1.57 and 1.85)
    NOTE:  If no elections are made in this Section, then the Hours of Service
    Method will be used and the provisions set forth in the definition of Year
    of Service in Plan Section 1.85 will apply.
    ELAPSED TIME METHOD shall be used for the following purposes (select all
    that apply):
    a. [xx] N/A. Plan only uses the Hours of Service Method.
    b. [  ] all purposes. (If selected, skip to Question 19.)
    c. [  ] eligibility to participate.
    d. [  ] vesting.
    e. [  ] sharing in allocations or contributions.

    HOURS OF SERVICE METHOD shall be used for the following purposes (select all
    that apply):
    f. [  ] N/A. Plan only uses the Elapsed Time Method.
    g. [x ] eligibility to participate in the Plan. The eligibility computation
            period after the initial eligibility computation period shall...
            1.[x ] shift to the Plan Year after the initial computation period.
            2.[  ] be based on the date an Employee first performs an Hour of
                   Service (initial computation period) and subsequent
                   computation periods shall be based on each anniversary date
                   thereof.
    h. [x ] vesting. The vesting computation period shall be...
            1.[xx] the Plan Year.
            2.[  ] the date an Employee first performs an Hour of Service and
                   each anniversary thereof.
    i. [x ] sharing in allocations or contributions (the computation period
            shall be the Plan Year).


*See attached list of predecessor employers in Appendix B.

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                                     Non-Standardized 401(k) Profit Sharing Plan

    AND, IF THE HOURS OF SERVICE METHOD IS BEING USED, the Hours of Service
    will be determined on the basis of the method selected below. Only one
    method may be selected. The method selected below will be applied to
    (select j. or k.):

    j. [x] all Employees.

    k. [ ] salaried Employees only (for hourly Employees, actual Hours of
           Service will be used).

    ON THE BASIS OF:
    l. [x] actual hours for which an Employee is paid or entitled to payment.
    m. [ ] days worked. An Employee will be credited with ten (10) Hours of
           Service if under the Plan such Employee would be credited with at
           least one (1) Hour of Service during the day.
    n. [ ] weeks worked. An Employee will be credited with forty-five (45) Hours
           of Service if under the Plan such Employee would be credited with at
           least one (1) Hour of Service during the week.
    o. [ ] semi-monthly payroll periods worked. An Employee will be credited
           with ninety-five (95) Hours of Service if under the Plan such
           Employee would be credited with at least one (1) Hour of Service
           during the semi-monthly payroll period.
    p. [ ] months worked. An Employee will be credited with one hundred
           ninety (190) Hours of Service if under the Plan such Employee would
           be credited with at least one (1) Hour of Service during the month.
    AND, a Year of Service means the applicable computation period during which
    an Employee has completed at least:
    q. [x] 1000 (may not be more than 1,000) Hours of Service (if left blank,
           the Plan will use 1,000 Hours of Service).

VESTING
19. VESTING OF PARTICIPANT'S INTEREST (Plan Section 6.4(b))
    Vesting for Employer Contributions (except as otherwise elected in j. - q.
    below for matching contributions). The vesting schedule, based on a
    Participant's Years of Service (or Periods of Service if the Elapsed Time
    Method is elected), shall be as follows:
    a. [x] 100% upon entering Plan. (Required if eligibility requirement is
           greater than one (1) Year of Service or Period of Service.)

    b. [ ]  3 Year Cliff:             c. [  ] 5 Year Cliff:
             0-2 years   0%                    0-4 years     0%
               3 years 100%                      5 years   100%

    d. [ ]  6 Year Graded:            e. [  ]  4 Year Graded:
             0-1 year    0%                      1 year     25%
               2 years  20%                      2 years    50%
               3 years  40%                      3 years    75%
               4 years  60%                      4 years   100%
               5 years  80%
               6 years 100%

    f. [ ]  5 Year Graded:            g. [  ] 7 Year Graded:
               1 year   20%                     0-2 years    0%
               2 years  40%                       3 years   20%
               3 years  60%                       4 years   40%
               4 years  80%                       5 years   60%
               5 years 100%                       6 years   80%
                                                  7 years  100%

    h. [ ] Other - Must be at least as liberal as either c. or g. above.

                          Service          Percentage

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


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    VESTING FOR EMPLOYER MATCHING CONTRIBUTIONS
    The vesting schedule for Employer matching contributions, based on a
    Participant's Years of Service (or Periods of Service if the Elapsed Time
    Method is elected) shall be as follows:
    i. [x] N/A. There are no matching contributions subject to a vesting
           schedule OR the schedule in a.-h. above shall also apply to matching
           contributions.
    j. [ ] 100% upon entering Plan. (Required if eligibility requirement is
           greater than one (1) Year of Service or Period of Service.)
    k. [ ] 3 Year Cliff
    l. [ ] 5 Year Cliff
    m. [ ] 6 Year Graded
    n. [ ] 4 Year Graded
    o. [ ] 5 Year Graded
    p. [ ] 7 Year Graded
    q. [ ] Other - Must be at least as liberal as either l. or p. above.

                    Service         Percentage

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

20. FOR AMENDED PLANS (Plan Section 6.4(f))
    If the vesting schedule has been amended to a less favorable schedule,
    enter the pre-amended schedule below:
    a. [x] Vesting schedule has not been amended, amended schedule is more
           favorable in all years or prior schedule was immediate 100% vesting.
    b. [ ] Pre-amended schedule:

                    Service         Percentage

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

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                                     Non-Standardized 401(k) Profit Sharing Plan

21. TOP HEAVY VESTING (Plan Section 6.4(c))
    If this Plan becomes a Top Heavy Plan, the following vesting schedule, based
    on number of Years of Service (or Periods of Service if the Elapsed Time
    Method is elected), shall apply and shall be treated as a Plan amendment
    pursuant to this Plan. Once effective, this schedule shall also apply to any
    contributions made before the Plan became a Top Heavy Plan and shall
    continue to apply if the Plan ceases to be a Top Heavy Plan unless an
    amendment is made to change the vesting schedule.
    a. [x] N/A (the regular vesting schedule already satisfies one of the
           minimum top heavy schedules).
    b. [ ] 6 Year Graded:

           0-1 year          0%
             2 years        20%
             3 years        40%
             4 years        60%
             5 years        80%
             6 years       100%
    c. [ ] 3 Year Cliff:
           0-2 years         0%
             3 years       100%
    d. [ ] Other - Must be at least as liberal as either b. or c. above.

                    Service         Percentage

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

    NOTE:  This Section does not apply to the account balances of any
           Participant who does not have an Hour of Service after the Plan has
           initially become top heavy. Such Participant's Account balance
           attributable to Employer contributions and Forfeitures will be
           determined without regard to this Section.

22. EXCLUDED VESTING SERVICE
    a. [x] No exclusions.
    b. [ ] Service prior to the Effective Date of the Plan or a predecessor
           plan.
    c. [ ] Service prior to the time an Employee has attained age 18.

23. VESTING FOR DEATH AND TOTAL AND PERMANENT DISABILITY
    Regardless of the vesting schedule, Participants shall become fully Vested
    upon (select a. or all that apply of b. and c.)
    a. [x] N/A.  Apply vesting schedule, or all contributions to the Plan are
           fully Vested.
    b. [ ] Death.
    c. [ ] Total and Permanent Disability.

24. NORMAL RETIREMENT AGE ("NRA") (Plan Section 1.45) means the:
    a. [x] date of a Participant's 59.5 birthday (not to exceed 65th).
    b. [ ] later of a Participant's _____ birthday (not to exceed 65th) or the
           ___ (not to exceed 5th) anniversary of the first day of the Plan Year
            in which participation in the Plan commenced.

25. NORMAL RETIREMENT DATE (Plan Section 1.46) means the:
    a. [x] Participant's "NRA".

    OR (select one)
    b. [ ] first day of the month coinciding with or next following the
           Participant's "NRA".
    c. [ ] first day of the month nearest the Participant's "NRA".
    d. [ ] Anniversary Date coinciding with or next following the Participant's
           "NRA".
    e. [ ] Anniversary Date nearest the Participant's "NRA".

26. EARLY RETIREMENT DATE (Plan Section 1.15) means the:
    a. [x] No Early Retirement provision provided.
    b. [ ] date on which a Participant...
    c. [ ] first day of the month coinciding with or next following the
           date on which a Participant...
    d. [ ] Anniversary Date coinciding with or next following the date on which
           a Participant...

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    AND, if b., c. or d. is selected...
    e. [ ] attains age _______.
    f. [ ] attains age __ and completes at least ___ Years of Service (or
           Periods of Service) for vesting purposes.

    AND, if b., c. or d. is selected, shall a Participant become fully Vested
    upon attainment of the Early Retirement Date?
    g. [ ] Yes
    h. [ ] No

COMPENSATION
27. COMPENSATION (Plan Section 1.11) with respect to any Participant means:
    a. [ ] Wages, tips and other compensation on Form W-2.
    b. [x] Section 340 1(a) wages (wages for withholding purposes).
    c. [ ] 415 safe-harbor compensation.

    COMPENSATION shall be based on the following determination period:
    d. [x] the Plan Year.
    e. [ ] the Fiscal Year coinciding with or ending within the Plan Year.
    f. [ ] the calendar year coinciding with or ending within the Plan Year.
    NOTE:  The Limitation Year for Code Section 415 purposes shall be the same
           as the determination period for Compensation unless an alternative
           period is specified:  ________ (must be a consecutive twelve month
           period).

    ADJUSTMENTS TO COMPENSATION
    g. [ ] N/A. No adjustments.
    h. [x] Compensation shall be adjusted by: (select all that apply)
           1. [x] including compensation which is not currently includible in
                  the Participant's gross income by reason of the application of
                  Code Sections 125 (cafeteria plan), 132(f)(4) (qualified
                  transportation fringe), 402(e)(3) (401(k) plan), 402(h)(1)(B)
                  (simplified employee pension plan), 414(h) (employer pickup
                  contributions under a governmental plan), 403(b) (tax
                  sheltered annuity) or 457(b) (eligible deferred compensation
                  plan)
           2. [ ] excluding reimbursements or other expense allowances, fringe
                  benefits (cash or non-cash), moving expenses, deferred
                  compensation (other than deferrals specified in 1. above) and
                  welfare benefits
           3. [x] excluding Compensation paid during the determination period
                  while not a Participant in the component of the Plan for which
                  the definition is being used
           4. [ ] excluding overtime
           5. [ ] excluding bonuses
           6. [ ] excluding commissions
           7. [x] other: excluding bonuses and taxable car benefits with respect
                         to highly compensated employees
                         -------------------------------------------------------
           NOTE:  Options 4., 5., 6. or 7. may not be selected if an integrated
                  allocation formula is selected (i.e., if 33.f. is selected).
                  In addition, if 4., 5., 6., or 7. is selected, the definition
                  of Compensation could violate the nondiscrimination rules.

    HOWEVER, FOR SALARY DEFERRAL AND MATCHING PURPOSES Compensation shall be
    adjusted by (for such purposes, the Plan automatically includes Elective
    Deferrals and other amounts in h.1. above):
    i. [ ] N/A. No adjustments or same adjustments as in above
    j. [x] Compensation shall be adjusted by: (select all that apply)
           1. [ ] excluding reimbursements or other expense allowances, fringe
                  benefits (cash or non-cash), moving expenses, deferred
                  compensation (other than deferrals specified in hi. above) and
                  welfare benefits
           2. [x] excluding Compensation paid during the determination period
                  while not a Participant in the component of the Plan for which
                  the definition is being used
           3. [ ] excluding overtime
           4. [ ] excluding bonuses
           5. [ ] excluding commissions
           6. [x] other: excluding bonuses and taxable car benefits with respect
                         to highly compensated employees
                         -------------------------------------------------------

CONTRIBUTIONS AND ALLOCATIONS
28. SALARY REDUCTION ARRANGEMENT - ELECTIVE DEFERRALS (Plan Section 12.2)
    Each Participant may elect to have Compensation deferred by:
    a. [ ] ____%.
    b. [ ] up to ____%.
    c. [x] from 1% to 1.0 %
    d. [ ] up to the maximum percentage allowable not to exceed the limits of
           Code Sections 401(k), 402(g), 404 and 415.

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    AND, Participants who are Highly Compensated Employees determined as of the
    beginning of a Plan Year may only elect to defer Compensation by:
    e. [x] Same limits as specified above.
    f. [ ] The percentage equal to the deferral limit in effect under Code
           Section 402(g)(3) for the calendar year that begins with or within
           the Plan Year divided by the annual compensation limit in effect for
           the Plan Year under Code Section 401(a)(l7).

    MAY PARTICIPANTS make a special salary deferral election with respect to
    bonuses?
    g. [x] No.
    h. [ ] Yes, a Participant may elect to defer up to ___% of any bonus.

    PARTICIPANTS MAY commence salary deferrals on the effective date of
    participation and on * (must be at least once each calendar year).
    * January 1, April 1, July 1, October 1

       Participants may modify salary deferral elections:
       1. [ ] As of each payroll period
       2. [ ] On the first day of the month
       3. [ ] On the first day of each Plan Year quarter
       4. [ ] On the first day of the Plan Year or the first day of the 7th
              month of the Plan Year
       5. [x] Other: * (must be at least once each calendar year) * January 1,
              April 1, July 1, October 1

    AUTOMATIC ELECTION: Shall Participants who do not affirmatively elect to
    receive cash or have a specified amount contributed to the Plan
    automatically have Compensation deferred?
    i. [xx] No.
    j. [  ] Yes, by _____ % of Compensation.

    SHALL THERE BE a special effective date for the salary deferral component
    of the Plan?
    k. [xx] No.
    l. [  ] Yes, the effective date of the salary deferral component of the Plan
            is _______ (enter month day, year).

29. SIMPLE 401(k) PLAN ELECTION (Plan Section 13.1)
    Shall the simple 401(k) provisions of Article XIII apply?
    a. [x] No. The simple 401(k) provisions will not apply.
    b. [ ] Yes. The simple 401(k) provisions will apply.

30. 401(k) SAFE HARBOR PROVISIONS (Plan Section 12.8)
    Will the ADP and/or ACP test safe harbor provisions be used? (select a.,
    b. or c.)

    a. [x] No. (If selected, skip to Question 31.)
    b. [ ] Yes, but only the ADP (and NOT the ACP) Test Safe Harbor provisions
           will be used.
    c. [ ] Yes, both the ADP and ACP Test Safe Harbor provisions will be used.

            IF c. is selected, does the Plan permit matching contributions in
            addition to any safe harbor contributions elected in d. or e. below?
            1. [ ] No or N/A. Any matching contributions, other than any Safe
                   Harbor Matching Contributions elected in d. below, will be
                   suspended in any Plan Year in which the safe harbor
                   provisions are used.

            2. [ ] Yes, the Employer may make matching contributions in addition
                   to any Safe Harbor Matching contributions elected in
                   d. below. (If elected, complete the provisions of the
                   Adoption Agreement relating to matching contributions (i.e.,
                   Questions 31. and 32.) that will apply in addition to any
                   elections made in d. below. NOTE: Regardless of any election
                   made in Question 31., the Plan automatically provides that
                   only Elective Deferrals up to 6% of Compensation are taken
                   into account in applying the match set forth in that Question
                   and that the maximum discretionary matching contribution that
                   may be made on behalf of any Participant is 4% of
                   Compensation.)

    THE EMPLOYER WILL MAKE THE FOLLOWING ADP TEST SAFE HARBOR CONTRIBUTION FOR
    THE PLAN YEAR:
    NOTE:   The ACP Test Safe Harbor is automatically satisfied if the only
            matching contribution made to the Plan is either (1) a Basic
            Matching Contribution or (2) an Enhanced Matching Contribution that
            does not provide a match on Elective Deferrals in excess of 6% of
            Compensation.
    d. [ ]  Safe Harbor Matching Contribution (select 1. or 2. AND 3.)
            1. [ ] Basic Matching Contribution. The Employer will make Matching
                   Contributions to the account of each "Eligible Participant"
                   in an amount equal to the sum of 100% of the amount of the
                   Participant's Elective Deferrals that do not exceed 3% of the
                   Participant's Compensation, plus 50%

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                   of the amount of the Participant's Elective Deferrals
                   that exceed 3% of the Participant's Compensation but
                   do not exceed 5% of the Participant's Compensation.

            2. [ ] Enhanced Matching Contribution. The Employer will make
                   Matching Contributions to the account of each "Eligible
                   Participant" in an amount equal to the sum of:
                   a. [ ] _____% (may not be less than 100%) of the
                          Participant's Elective Deferrals that do not
                          exceed ____% (if over 6% or if left blank,
                          the ACP test will still apply) of the
                          Participant's Compensation, plus
                    b. [ ] _____% of the Participant's Elective Deferrals
                           that exceed ___% of the Participant's
                           Compensation but do not exceed ____% (if over 6% or
                           if left blank, the ACP test will still apply) of the
                           Participant's Compensation.
                           NOTE: a. and b. must be completed so that, at any
                                 rate of Elective Deferrals, the matching
                                 contribution is at least equal to the matching
                                 contribution receivable if the Employer were
                                 making Basic Matching Contributions, but the
                                 rate of match cannot increase as deferrals
                                 increase. For example, if a. is completed to
                                 provide a match equal to 100% of deferrals
                                 up to 4% of Compensation, then b. need not be
                                 completed.
            3. [ ] The safe harbor matching contribution will be determined on
                   the following basis (and Compensation for such purpose will
                   be based on the applicable period):
                   a. [ ] the entire Plan Year.
                   b. [ ] each payroll period.
                   c. [ ] all payroll periods ending with or within each month.
                   d. [ ] all payroll periods ending with or within the Plan
                          Year quarter.
    e. [ ]  Nonelective Safe Harbor Contributions (select one)
            1. [ ] The Employer will make a Safe Harbor Nonelective Contribution
                   to the account of each "Eligible Participant" in an amount
                   equal to_____% (may not be less than 3%) of the Employee's
                   Compensation for the Plan Year.
            2. [ ] The Employer will make a Safe Harbor Nonelective Contribution
                   to another defined contribution plan maintained by the
                   Employer (specify the name of the other plan): ______.

    FOR PURPOSES OF THE ADP Test Safe Harbor contribution, the term "Eligible
    Participant" means any Participant who is eligible to make Elective
    Deferrals with the following exclusions:
    f. [ ]  Highly Compensated Employees.
    g. [ ]  Employees who have not satisfied the greatest minimum age and
            service conditions permitted under Code Section 410(a).
    h. [ ]  Other:
                  --------------------------------------------------------------
                  (must be a category that could be excluded under the
                  permissive or mandatory disaggregation rules of Regulations
                  1.401(k)-1(b)(3) and 1.401(m)-1(b)(3)).

    SPECIAL EFFECTIVE DATE OF ADP AND ACP TEST SAFE HARBOR PROVISIONS
    f. [ ]  N/A. The safe harbor provisions are effective as of the later of the
            Effective Date of this Plan or, if this is an amendment or
            restatement, the effective date of the amendment or restatement.
    j. [ ]  The ADP and ACP Test Safe Harbor provisions are effective for the
            Plan Year beginning:

            _______________________________________ (enter the first day of the
            Plan Year for which the provisions are (or, for GUST updates, were)
            effective and, if necessary, enter any other special effective dates
            that apply with respect to the provisions).

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31. FORMULA FOR DETERMINING EMPLOYER MATCHING CONTRIBUTIONS (Plan Section
    12.1(a)(2))

    NOTE:   Regardless of any election below, if the ACP test safe harbor is
            being used (i.e., Question 30.c. is selected), then the Plan
            automatically provides that only Elective Deferrals up to 6% of
            Compensation are taken into account in applying the match set forth
            below and that the maximum discretionary matching contribution that
            may be made on behalf of any Participant is 4% of Compensation.
    a. [ ]  N/A. There will not be any matching contributions (Skip to Question
            33).
    b. [x]  The Employer ... (select 1. or 2.)
            1. [  ] may make matching contributions equal to a discretionary
                    percentage, to be determined by the Employer, of the
                    Participant's Elective Deferrals.
            2. [xx] will make matching contributions equal to 50  % (e.g., 50)
                    of the Participant's  Elective Deferrals, plus:
                    a. [xx] N/A.
                    b. [  ] an additional discretionary percentage, to be
                            determined by the Employer.

            AND, in determining the matching contribution above, only Elective
            Deferrals up to the percentage or dollar amount specified below will
            be matched:
            (select 3. and/or 4. OR 5.)
            3. [x] 6 % of a Participant's Compensation.
            4. [ ] $____.
            5. [ ] a discretionary percentage of a Participant's Compensation or
                   a discretionary dollar amount, the percentage or dollar
                   amount to be determined by the Employer on a uniform basis to
                   all Participants.
    c. [ ]  The Employer may make matching contributions equal to a
            discretionary percentage, to be determined by the Employer, of each
            tier, to be determined by the Employer, of the Participant's
            Elective Deferrals.
    d. [ ]  The Employer will make matching contributions equal to the sum
            of ____% of the portion of the Participant's Elective
            Deferrals which do not exceed ____% of the Participant's
            Compensation or $_____ plus _____% of the portion of the
            Participant's Elective Deferrals which exceed ____% of the
            Participant's Compensation or $______, but does not exceed _____% of
            the Participant's Compensation or $____.
    NOTE:   If c. or d. above is elected, the Plan may violate the Code Section
            40l(a)(4) nondiscrimination requirements if the rate of matching
            contributions increases as a Participant's Elective Deferrals or
            Years of Service (or Periods of Service) increase.

    PERIOD  OF DETERMINING MATCHING CONTRIBUTIONS
    Matching contributions will be determined on the following basis (and any
    Compensation or dollar limitation used in determining the match will be
    based on the applicable period):
    e. [ ]  the entire Plan Year.
    f. [ ]  each payroll period.
    g. [x]  all payroll periods ending within each month.
    h. [ ]  all payroll periods ending with or within the Plan Year quarter.

    THE MATCHING CONTRIBUTION MADE ON BEHALF OF ANY PARTICIPANT for any Plan
    Year will not exceed:
    i. [x]  N/A.
    j. [ ]  $______.

    MATCHING CONTRIBUTIONS WILL BE MADE ON BEHALF OF:
    k. [x]  all Participants.
    l. [ ]  only Non-Highly Compensated Employees.

    SHALL THE MATCHING CONTRIBUTIONS BE QUALIFIED MATCHING CONTRIBUTIONS?
    m. [x]  Yes. If elected, ALL matching contributions will be fully Vested
            and will be subject to restrictions on withdrawals. In addition,
            Qualified Matching Contributions may be used in either the ADP or
            ACP test.
    n. [ ]  No.

32. ONLY PARTICIPANTS WHO SATISFY THE FOLLOWING CONDITIONS WILL BE ELIGIBLE TO
    SHARE IN THE ALLOCATION OF MATCHING CONTRIBUTIONS:

    REQUIREMENTS FOR PARTICIPANTS WHO ARE ACTIVELY EMPLOYED AT THE END OF THE
    PLAN YEAR.
    a. [ ]  N/A.
    b. [x]  No service requirement.
    c. [ ]  A Participant must complete a Year of Service (or Period of Service
            if the Elapsed Time Method is elected).(Could cause Plan to violate
            coverage requirements under Code Section 410(b).)
    d. [ ]  A Participant must complete at least ______ (may not be more than
            1,000) Hours of Service during the Plan Year. (Could cause the Plan
            to violate coverage requirements under Code Section 410(b).)

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    REQUIREMENTS FOR PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF
    THE PLAN YEAR
    (except as otherwise provided in i. through k. below).
    e. [ ]  A Participant must complete more than _____Hours of Service (not
            more than 500) (or, ___ months of service (not more than three (3))
            if the Elapsed Time Method is elected).
    f. [ ]  A Participant must complete a Year of Service (or Period of Service
            if the Elapsed Time Method is elected). (Could cause the Plan to
            violate coverage requirements under Code Section 410(b).)
    g. [ ]  Participants will NOT share in such allocations, regardless of
            service. (Could cause the Plan to violate coverage requirements
            under Code Section 410(b).)
    h. [x]  Participants will share in such allocations, regardless of service.

    PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR due
    to the following shall be eligible to share in the allocation of matching
    contributions regardless of the above conditions (select all that apply):
    i. [ ]  Death.
    j. [ ]  Total and Permanent Disability.
    k. [ ]  Early or Normal Retirement.

    AND, if 32.c., d., f., or g. is selected, shall the 410(b) ratio percentage
    fail safe provisions apply (Plan Section 12.3(f))?
    l. [ ]  No or N/A.
    m. [ ]  Yes (If selected, the Plan must satisfy the ratio percentage test
            of Code Section 410(b)).

33. FORMULA FOR DETERMINING EMPLOYER'S PROFIT SHARING CONTRIBUTION (Plan
    Section 12.1(a)(3)) (d. may be selected in addition to b. or c.)

    a. [ ]  N/A. No Employer Profit Sharing Contributions may be made (other
            than top heavy minimum contributions)
            (Skip to Question 34.)
    b. [x]  Discretionary, to be determined by the Employer, not limited to
            current or accumulated Net Profits.
    c. [ ]  Discretionary, to be determined by the Employer, out of current or
            accumulated Net Profits.
    d. [ ]  Prevailing Wage Contribution. The Employer will make a Prevailing
            Wage Contribution on behalf of each Participant who performs
            services subject to the Service Contract Act, Davis-Bacon Act or
            similar Federal, State, or Municipal Prevailing Wage statutes. The
            Prevailing Wage Contribution shall be an amount equal to the balance
            of the fringe benefit payment for health and welfare for each
            Participant (after deducting the cost of cash differential payments
            for the Participant) based on the hourly contribution rate for the
            Participant's employment classification, as designated on Schedule A
            as attached to this Adoption Agreement. Notwithstanding anything in
            the Plan to the contrary, the Prevailing Wage Contribution shall be
            fully Vested. Furthermore, the Prevailing Wage Contribution shall
            not be subject to any age or service requirements set forth in
            Question 15, nor to any service or employment conditions set forth
            in Question 35.

            AND, if d. is selected, is the Prevailing Wage Contribution
            considered a Qualified Non-Elective Contribution?
            1. [  ] Yes.
            2. [  ] No.

            AND, if d. is selected, shall the amounts allocated on behalf of a
            Participant for a Plan Year pursuant to e. or f. below be reduced
            (offset) by the Prevailing Wage Contribution made on behalf of such
            Participant for the Plan Year under this Plan?
            3. [ ] No (If selected, then the Prevailing Wage Contribution will
                   be added to amounts allocated pursuant to e, or f. below.)
            4. [ ] Yes.

    CONTRIBUTION ALLOCATIONS
    If b. or e. above is selected, the Employer's discretionary profit sharing
    contribution for a Plan Year will be allocated as follows:
    e. [x]  NON-INTEGRATED ALLOCATION
            1. [x] In the same ratio as each Participant's Compensation bears to
                   the total of such Compensation of all Participants.
            2. [ ] In the same dollar amount to all Participants (per capita).
            3. [ ] In the same dollar amount per Hour of Service completed by
                   each Participant.
            4. [ ] In the same proportion that each Participant's points bears
                   to the total of such points of all Participants. A
                   Participant's points with respect to any Plan Year shall be
                   computed as follows (select all that apply):
                   a. [ ] ______ point(s) shall be allocated for each Year of
                      Service (or Period of Service if the Elapsed Time Method
                      is elected).  However, the maximum Years of Service
                      (or Periods

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                     of Service) taken into account shall not exceed _____
                     (leave blank if no limit on service applies).
                  b. [ ] ____ point(s) shall be allocated for each full $_____
                     (may not exceed $200) of Compensation.
                  c. [ ] ____ point(s) shall be allocated for each year of age
                     as of the end of the Plan Year.

      f. [ ] INTEGRATED ALLOCATION
             In accordance with Plan Section 4.3(b)(2) based on a Participant's
             Compensation in excess of:
             1. [ ] The Taxable Wage Base.
             2. [ ] _____% (not to exceed 100%) of the Taxable Wage Base. (See
                    Note below)
             3. [ ] 80% of the Taxable Wage Base plus $1.00.
             4. [ ] $____ (not greater than the Taxable Wage Base). (See Note
                    below)
             NOTE: The integration percentage of 5.7% shall be reduced to:
                   1. 4.3% if 2. or 4. above is more than 20% and less than or
                      equal to 80% of the Taxable Wage Base.
                   2. 5.4% if 3. is elected or if 2. or 4. above is more than
                      80% of the Taxable Wage Base.

34.      QUALIFIED NON-ELECTIVE CONTRIBUTIONS (Plan Section 12.1 (a)(4))
         NOTE:  Regardless of any election made in this Question, the Plan
                automatically permits Qualified Non-Elective Contributions to
                correct a failed ADP or ACP test.
         a. [ ] N/A. There will be no additional Qualified Non-Elective
                Contributions except as otherwise provided in the Plan.
         b. [ ] The Employer will make a Qualified Non-Elective Contribution
                equal to ____% of the total Compensation of those Participants
                eligible to share in the allocations.
         c. [x] The Employer may make a Qualified Non-Elective Contribution in
                an amount to be determined by the Employer, to be allocated in
                proportion to the Compensation of those Participants eligible to
                share in the allocations.
         d. [ ] The Employer may make a Qualified Non-Elective Contribution in
                an amount to be determined by the Employer, to be allocated
                equally to all Participants eligible to share in the allocations
                (per capita).

         AND, if b., c. or d. is selected, the Qualified Non-Elective
         Contributions above will be made on behalf of:
         e. [ ] all Participants.
         f. [x] only Non-Highly Compensated Employees.

35.      REQUIREMENTS TO SHARE IN ALLOCATIONS OF EMPLOYER DISCRETIONARY PROFIT
         SHARING CONTRIBUTION, QUALIFIED NON-ELECTIVE CONTRIBUTIONS (other than
         Qualified Non-Elective Contributions under Plan Sections 12.5(c) and
         12.7(g)) AND FORFEITURES

         a. [ ] N/A. Plan does not permit such contributions.
         b. [x] Requirements for Participants who are actively employed at
                the end of the Plan Year.
                1. [ ] No service requirement.
                2. [ ] A Participant must complete a Year of Service (or Period
                       of Service if the Elapsed Time Method is elected).
                       (Could cause Plan to violate coverage requirements under
                       Code Section 410(b).)
                3. [x] A Participant must complete at least 1000 (may not be
                       more than 1,000) Hours of Service during the Plan Year.
                       (Could cause the Plan to violate coverage requirements
                       under Code Section 410(b).)

         REQUIREMENTS FOR PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END
         OF THE PLAN YEAR (except as otherwise provided in g. through i. below).
         c. [ ] A Participant must complete more than _______ Hours of Service
                (not more than 500) (or ____ months of service (not more than
                three (3)) if the Elapsed Time Method is elected).
         d. [ ] A Participant must complete a Year of Service (or Period of
                Service if the Elapsed Time Method is elected). (Could cause
                Plan to violate coverage requirements under Code Section 4
                10(b).)
         e. [x] Participants will NOT share in such allocations, regardless of
                service. (Could cause Plan to violate coverage requirements
                under Code Section 410(b).)
         f. [ ] Participants will share in such allocations, regardless of
                service.

         PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR
         due to the following will be eligible to share in the allocations
         regardless of the above conditions (select all that apply):
         g. [xx] Death.
         h. [xx] Total and Permanent Disability.
         i. [xx] Early or Normal Retirement.

         AND, if 35.b.2, b.3, d. or e. is selected, shall the 410(b) ratio
         percentage fail safe provisions apply (Plan Section 12.3(f))?
         j. [ ]  No or N/A.
         k. [xx] Yes (If selected, the Plan must satisfy the ratio percentage
                 test of Code Section 410(b)).


(c) Copyright 2001 PFPC Inc.

                                       15



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Non-Standardized 401(k) Profit Sharing Plan

36.      FORFEITURES (Plan Sections 1.27 and 4.3(e)) N/A
         Except as provided in Plan Section 1.27, a Forfeiture will occur (if no
         election is made, a. will apply):
         a. [ ]  as of the earlier of (1) the last day of the Plan Year in which
                 the Former Participant incurs five (5) consecutive 1-Year
                 Breaks in Service, or (2) the distribution of the entire Vested
                 portion of the Participant's Account.
         b. [ ]  as of the last day of the Plan Year in which the Former
                 Participant incurs five (5) consecutive 1-Year Breaks in
                 Service.

         Will Forfeitures first be used to pay any administrative expenses?
         c. [ ]  Yes.
         d. [ ]  No.

         AND, EXCEPT as otherwise provided below with respect to Forfeitures
         attributable to matching contributions, any remaining Forfeitures will
         be...
         e. [ ]  added to any Employer discretionary contribution.
         f. [ ]  used to reduce any Employer contribution.
         g. [ ]  added to any Employer matching contribution and allocated as an
                 additional matching contribution.
         h. [ ]  allocated to all Participants eligible to share in the
                 allocations in the same proportion that each Participant's
                 Compensation for the Plan Year bears to the Compensation of all
                 Participants for such year.

         FORFEITURES OF MATCHING CONTRIBUTIONS WILL BE...
         i. [ ]  N/A. Same as above or no matching contributions.
         j. [ ]  used to reduce the Employer's matching contribution.
         k. [ ]  added to any Employer matching contribution and allocated as an
                 additional matching contribution.
         l. [ ]  added to any Employer discretionary profit sharing
                 contribution.
         m. [ ]  allocated to all Participants eligible to share in the matching
                 allocations (regardless of whether a Participant elected any
                 salary reductions) in proportion to each such Participant's
                 Compensation for the year.
         n. [ ]  allocated to all Non-Highly Compensated Employees eligible to
                 share in the matching allocations (regardless of whether a
                 Participant elected any salary reductions) in proportion to
                 each such Participant's Compensation for the year.

37.      ALLOCATIONS OF EARNINGS (Plan Section 4.3(c))
         Allocations of earnings with respect to amounts which are not subject
         to Participant directed investments and which are contributed to the
         Plan after the previous Valuation Date will be determined...
         a. [xx] N/A. All assets in the Plan are subject to Participant
                 investment direction.
         b. [ ]  by using a weighted average based on the amount of
                 time that has passed between the date a contribution or
                 distribution was made and the date of the prior Valuation Date.
         c. [ ]  by treating one-half of all such contributions as being a part
                 of the Participant's nonsegregated account balance as of the
                 previous Valuation Date.
         d. [ ]  by using the method specified in Plan Section 4.3(c) (balance
                 forward method).
         e. [ ]  other: ________________________________________________________
                 (must be a definite predetermined formula that is not based on
                 Compensation and that satisfies the nondiscrimination
                 requirements of Regulation 1.401(a)(4)-4 and is applied
                 uniformly to all Participants).

38.      LIMITATIONS ON ALLOCATIONS (Plan Section 4.4)
         If any Participant is covered under another qualified defined
         contribution plan maintained by the Employer, other than a Master or
         Prototype Plan, or if the Employer maintains a welfare benefit fund, as
         defined in Code Section 419(e), or an individual medical account, as
         defined in Code Section 415(l)(2), under which amounts are treated as
         Annual Additions with respect to any Participant in this Plan:
         a. [ ]  N/A. The Employer does not maintain another qualified defined
                 contribution plan.
         b. [xx] The provisions of Plan Section 4.4(b) will
                 apply as if the other plan were a Master or Prototype Plan.
         c. [ ]  Specify the method under which the plans will limit total
                 Annual Additions to the Maximum Permissible Amount, and will
                 properly reduce any Excess Amounts, in a manner that precludes
                 Employer discretion:

                 _______________________________________________________________




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                                       16




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                                     Non-Standardized 401(k) Profit Sharing Plan

DISTRIBUTIONS

39.      FORM OF DISTRIBUTIONS (Plan Sections 6.5 and 6.6)
         Distributions under the Plan may be made in (select all that apply)...
         a. [x]  lump-sums.
         b. [x]  substantially equal installments.
         c. [ ]  partial withdrawals provided the minimum withdrawal is $_______

         AND, pursuant to Plan Section 6.12,
         d. [ ]  no annuities are allowed (Plan Section 6.12(b) will apply and
                 the joint and survivor rules of Code Sections 40l(a)(11) and
                 4l7 will not apply to the Plan).

                 AND, if this is an amendment that is eliminating annuities,
                 then an annuity form of payment is not available with respect
                 to distributions that have an Annuity Starting Date beginning
                 on or after:
                 1.  [ ]  N/A
                 2.  [ ]  _______ (may not be a retroactive date), except that
                     regardless of the date entered, the amendment will not be
                     effective prior to the time set forth in Plan Section
                     8.1(e).

         e. [x]  annuities are allowed as the normal form of distribution (Plan
                 Section 6.12 will not apply and the joint and survivor rules of
                 Code Sections 40l(a)(11) and 417 will automatically apply). If
                 elected, the Pre-Retirement Survivor Annuity (minimum spouse's
                 death benefit) will be equal to:
                 1.  [ ]  100% of Participant's interest in the Plan.
                 2.  [ ]  50% of Participant's interest in the Plan.
                 3.  [ ]  ______% (may not be less than 50%) of a Participant's
                     interest in the Plan.

                 AND, the normal form of the Qualified Joint and Survivor
                 Annuity will be a joint and 50% survivor annuity unless
                 otherwise elected below:
                 4.  [ ]  N/A.
                 5.  [ ]  Joint and 100% survivor annuity.
                 6.  [ ]  Joint and 75% survivor annuity.
                 7.  [ ]  Joint and 66 2/3% survivor annuity.

         NOTE: If only a portion the Plan assets may be distributed in an
               annuity form of payment, then select d. AND e. and the assets
               subject to the joint and survivor annuity provisions will be
               those assets attributable to (specify): _________ (e.g., the
               money purchase pension plan that was merged into this Plan).

         AND, distributions may be made in...
         f. [ ]  cash only (except for insurance or annuity contracts).
         g. [xx] cash or property.

40.      CONDITIONS FOR DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT
         Distributions upon termination of employment pursuant to Plan Section
         6.4(a) of the Plan will not be made unless the following conditions
         have been satisfied:
         a. [  ] No distributions may be made until a Participant has reached
                 Early or Normal Retirement Date.
         b. [xx] Distributions may be made as soon as administratively feasible
                 at the Participant's election.
         c. [  ] The Participant has incurred _______ 1-Year Break(s) in Service
                 (or Period(s) of Severance if the Elapsed Time Method is
                 elected).
         d. [  ] Distributions may be made at the Participant's election as soon
                 as administratively feasible after the Plan Year coincident
                 with or next following termination of employment.
         e. [  ] Distributions may be made at the Participant's election as soon
                 as administratively feasible after the Plan Year quarter
                 coincident with or next following termination of employment.
         f. [  ] Distributions may be made at the Participant's election as soon
                 as administratively feasible after the Valuation Date
                 coincident with or next following termination of employment.
         g. [  ] Distributions may be made at the Participant's election as soon
                 as administratively feasible ______ months following
                 termination of employment.
         h. [  ] Other: ________________________________________________________
                 (must be objective conditions which are ascertainable and are
                 not subject to Employer discretion except as otherwise
                 permitted in Regulation 1.411(d)-4 and may not exceed the
                 limits of Code Section 40l(a)(14) as set forth in Plan Section
                 6.7).

41.      INVOLUNTARY DISTRIBUTIONS
         Will involuntary distributions of amounts less than $5,000 be made in
         accordance with the provisions of Sections 6.4, 6.5 and 6.6?
         a. [x]  Yes
         b. [ ]  No

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Non-Standardized 401(k) Profit Sharing Plan

42.      MINIMUM DISTRIBUTION TRANSITIONAL RULES (Plan Section 6.5(e))
         NOTE:  This Section does not apply to (1) a new Plan or (2) an
                amendment or restatement of an existing Plan that never
                contained the provisions of Code Section 401 (a)(9) as in effect
                prior to the amendments made by the Small Business Job
                Protection Act of 1996 (SPJPA).
         The "required beginning date" for a Participant who is not a "five
         percent (5%) owner" is:
         a. [ ] N/A. (This is a new Plan or this Plan has never included the
            pre-SBJPA provisions.)
         b. [ ] April 1st of the calendar year following the year in which the
            Participant attains age 70 1/2. (The pre-SBJPA rules will continue
            to apply.)
         c. [x] April 1st of the calendar year following the later of the year
                in which the Participant attains age 70 1/2 or retires (the
                post-SBJPA rules), with the following exceptions (select one or
                both and if no election is made, both will apply effective as of
                January 1, 1996):
                1. [ ] A Participant who was already receiving required
                       minimum distributions under the pre-SBJPA rules as of
                       ____ _____ (not earlier than January 1, 1996) may elect
                       to stop receiving distributions and have them
                       recommence in accordance with the post-SBJPA rules.
                       Upon the recommencement of distributions, if the Plan
                       permits annuities as a form of distribution then the
                       following will apply:
                       a. [ ] N/A. Annuity distributions are not permitted.
                       b. [ ] Upon the recommencement of distributions, the
                              original Annuity Starting Date will be retained.
                       c. [ ] Upon the recommencement of distributions, a new
                              Annuity Starting Date is created.
                2. [x] A Participant who had not begun receiving required
                       minimum distributions as of 1/1/97 (not earlier than
                       January 1, 1996) may elect to defer commencement of
                       distributions until retirement. The option to defer the
                       commencement of distributions (i.e., to elect to receive
                       in-service distributions upon attainment of age 70 1/2)
                       will apply to all such Participants unless the option
                       below is elected:
                       a. [ ] N/A
                       b. [ ] The in-service distribution option is eliminated
                              with respect to Participants who attain age 70 1/2
                              in or after the calendar year that begins after
                              the later of (1) December 31, 1998, or (2) the
                              adoption date of the amendment and restatement to
                              bring the Plan into compliance with SBJPA. (This
                              option may only be elected if the amendment to
                              eliminate the in-service distribution is adopted
                              no later than the last day of the remedial
                              amendment period that applies to the Plan for
                              changes under SBJPA.)

43.      DISTRIBUT1ONS UPON DEATH (Plan Section 6.6(h))
         Distributions upon the death of a Participant prior to receiving any
         benefits shall...
         a. [x] be made pursuant to the election of the Participant or
                beneficiary.
         b. [ ] begin within 1 year of death for a designated beneficiary and
                be payable over the life (or over a period not exceeding the
                life expectancy) of such beneficiary, except that if the
                beneficiary is the Participant's spouse, begin prior to December
                31st of the year in which she Participant would have attained
                age 70 1/2.
         c. [ ] be made within 5 (or if lesser _____) years of death for all
                beneficiaries.
         d. [ ] be made within 5 (or if lesser _____) years of death for all
                beneficiaries, except that if the beneficiary is the
                Participant's spouse, begin prior to December 31st of the year
                in which the Participant would have attained age 70 1/2 and be
                payable over the life (or over a period not exceeding the life
                expectancy) of such surviving spouse.

44.      HARDSHIP DISTRIBUTIONS (Plan Sections 6.11 and/or 12.9)
         a. [ ] No hardship distributions are permitted.
         b. [x] Hardship distributions are permitted from the following accounts
                (select all that apply):
                1. [ ] All accounts.
                2. [x] Participant's Elective Deferral Account.
                3. [x] Participant's Account attributable to Employer matching
                       contributions.
                4. [x] Participant's Account attributable to Employer profit
                       sharing contributions.
                5. [ ] Participant's Rollover Account.
                6. [ ] Participant's Transfer Account.
                7. [ ] Participant's Voluntary Contribution Account.
         NOTE: Distributions from a Participant's Elective Deferral Account are
               limited to the portion of such account attributable to such
               Participant's Elective Deferrals (and earnings attributable
               thereto up to December 31, 1988). Hardship distributions are not
               permitted from a Participant's Qualified Non-Elective Account
               (including any 401(k) Safe Harbor Contributions) or Qualified
               Matching Contribution Account.


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                                       18
<page>


                                     Non-Standardized 401(k) Profit Sharing Plan

         AND, shall the safe harbor hardship rules of Plan Section 12.9 apply to
         distributions made from all accounts? (Note: The safe harbor hardship
         rules automatically apply to hardship distributions of Elective
         Deferrals.)
         c. [ ] No or N/A. The provisions of Plan Section 6.11 apply to hardship
                distributions from all accounts other than a Participant's
                Elective Deferral Account.
         d. [x] Yes. The provisions of Plan Section 12.9 apply to all hardship
                distributions.

         AND, are distributions restricted to those accounts in which a
         Participant is fully Vested?
         e. [x] Yes, distributions may only be made from accounts which are
                fully Vested.
         f. [ ] No. (If elected, the fraction at Plan Section 6.5(i) shall apply
                in determining vesting of the portion of the account balance not
                withdrawn).

         AND, the minimum hardship distribution shall be...
         g. [x] N/A. There is no minimum.
         h. [ ] $______ (may not exceed $1,000).

45.      IN-SERVICE DISTRIBUTIONS (Plan Section 6.10)
         a. [ ] In-service distributions may not be made (except as otherwise
                elected for Hardship Distributions).
         b. [x] In-service distributions may be made to a Participant who has
                not separated from service provided any of the following
                conditions have been satisfied (select all that apply):
                1. [x] the Participant has attained age 59 1/2
                2. [x] the Participant has reached Normal Retirement Age.
                3. [ ] the Participant has been a Participant in the Plan
                       for at least____ years (may not be less than five (5)).
                4. [ ] the amount(s) being distributed have accumulated in the
                       Plan for at least two (2) years.

         AND, in-service distributions are permitted front the following
         accounts (select all that apply):
         c. [ ] All accounts.
         d. [x] Participant's Elective Deferral Account.
         e. [x] Qualified Matching Contribution Account and portion of
                Participant's Account attributable to Employer matching
                contributions.
         f. [x] Participant's Account attributable to Employer profit sharing
                contributions.
         g. [x] Qualified Non-Elective Contribution Account.
         h. [ ] Participant's Rollover Account.
         i. [ ] Participant's Transfer Account.
         j. [ ] Participant's Voluntary Contribution Account.
         NOTE: Distributions from a Participant's Elective Deferral Account,
               Qualified Matching Contribution Account and Qualified
               Non-Elective Account (including 401(k) Safe Harbor Contributions)
               are subject to restrictions and generally may not be distributed
               prior to age 59 1/2.

         AND, are distributions restricted to those accounts in which a
         Participant is fully Vested?
         k. [x] Yes, distributions may only be made from accounts which are
                fully Vested.
         1. [ ] No. (If elected, the fraction at Plan Section 6.5(i) will apply
                in determining vesting of the portion of the account balance not
                withdrawn.)

         AND, the minimum distribution shall be...
         m. [x] N/A. There is no minimum.
         n. [ ] $______ (may not exceed $1,000).

NONDISCRIMINATION TESTING

46.      HIGHLY COMPENSATED EMPLOYEE (Plan Section 1.31)
         NOTE: If this is a GUST restatement, complete the questions in this
               Section retroactively to the first Plan Year beginning after
               1996.

         Top-Paid Group Election. Will the top-paid group election be made? (The
         election made below for the latest year will continue to apply to
         subsequent Plan Years unless a different election is made.)
         a. [ ] Yes, for the Plan Year beginning in: _______.
         b. [x] No, for the Plan Year beginning in: 1997.

         Calendar Year Data Election. Will the calendar year data election be
         used?
         (The election made below for the latest year will continue to apply to
         subsequent Plan Years unless a different election is made.)
         c. [ ] Yes, for the Plan Year beginning in:_____.
         d. [x] No, for the Plan Year beginning in: 12/31/99.

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Non-Standardized 401(k) Profit Sharing Plan

47.      ADP AND ACP TESTS (Plan Sections 12.4 and 12.6). The ADP ratio and ACP
         ratio for Non-Highly Compensated Employees will be based on the
         following. The election made below for the latest year will continue to
         apply to subsequent Plan Years unless the Plan is amended to a
         different election.
         a. [ ]  N/A. This Plan satisfies the ADP Test Safe Harbor rules and
                 there are no contributions subject to an ACP test or for all
                 Plan Years beginning in or after the Effective Date of the Plan
                 or, in the case of an amendment and restatement, for all Plan
                 Years to which the amendment and restatement relates.
         b. [ ]  PRIOR YEAR TESTING: The prior year ratio will be used for the
                 Plan Year beginning in _______. (Note: If this election is made
                 for the first year the Code Section 401(k) or 401(m) feature is
                 added to this Plan (unless this Plan is a successor plan), the
                 amount taken into account as the ADP and ACP of Non-Highly
                 Compensated Employees for the preceding Plan Year will be 3%.)
         c. [x]  CURRENT YEAR TESTING: The current year ratio will be used for
                 the Plan Year beginning in 1997.
         NOTE: In any Plan Year where the ADP Test Safe Harbor is being used but
               not the ACP Test Safe Harbor, then c. above must be used if an
               ACP test applies for such Plan Year.

TOP HEAVY REQUIREMENTS

48.      TOP HEAVY DUPLICATIONS (Plan Section 4.3(i)): When a Non-Key Employee
         is a Participant in this Plan and a Defined Benefit Plan maintained by
         the Employer, indicate which method shall be utilized to avoid
         duplication of top heavy minimum benefits: (If b., c., d. or e. is
         elected, f. must be completed.)
         a. [ ]  N/A. The Employer does not maintain a Defined Benefit Plan. (Go
                 to next Question)
         b. [ ]  The full top heavy minimum will be provided in each plan (if
                 selected, Plan Section 4.3(i) shall not apply).
         c. [x]  5% defined contribution minimum.
         d. [ ]  2% defined benefit minimum.
         e. [ ]  Specify the method under which the Plans will provide top heavy
                 minimum benefits for Non-Key Employees that will preclude
                 Employer discretion and avoid inadvertent omissions:
                 _______________________________________________________________
         NOTE:   If c., d., or e. is selected and the Defined Benefit Plan and
                 this Plan do not benefit the same Participants, the uniformity
                 requirement of the Section 40l(a)(4) Regulations may be
                 violated.

         AND, the "Present Value of Accrued Benefit" (Plan Section 9.2) for Top
         Heavy purposes shall be based on...
         f. [x]  Interest Rate:  7.0 %
                                ________________________________________________
                 MortalityTable: UP 1984 Mortality Table, set back 3 years for
                                 participants
                                 _______________________________________________

49.      TOP HEAVY DUPLICATIONS (Plan Section 4.3(f)): When a Non-Key Employee
         is a Participant in this Plan and another defined contribution plan
         maintained by the Employer, indicate which method shall be utilized to
         avoid duplication of top heavy minimum benefits:
         a. [  ] N/A. The Employer does not maintain another qualified defined
                 contribution plan.
         b. [  ] The full top heavy minimum will be provided in each plan.
         c. [  ] A minimum, non-integrated contribution of 3% of each Non-Key
                 Employee's 415 Compensation shall be provided in the Money
                 Purchase Plan (or other plan subject to Code Section 412).
         d. [xx] Specify the method under which the Plans will provide top heavy
                 minimum benefits for Non-Key Employees that will preclude
                 Employer discretion and avoid inadvertent omissions, including
                 any adjustments required under Code Section 415:
                 The top heavy minimum will be provided in this Plan.
                 ---------------------------------------------------------------
         NOTE:   If c. or d. is selected and both plans do not benefit the same
                 Participants, the uniformity requirement of the Section 401
                 (a)(4) Regulations may be violated.

MISCELLANEOUS

50.      LOANS TO PARTICIPANTS (Plan Section 7.6)
         a. [ ]  Loans are not permitted.
         b. [x]  Loans are permitted.

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                                       20

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                                     Non-Standardized 401(k) Profit Sharing Plan

         IF loans are permitted (select all that apply)...
         c. [x] loans will be treated as a Participant directed investment.
         d. [ ] loans will only be made for hardship or financial necessity.
         e. [x] the minimum loan will be $ 1000 (may not exceed $1,000).
         f. [x] a Participant may only have one (e.g., one (1)) loan(s)
                outstanding at any time.
         g. [x] all outstanding loan balances will become due and payable in
                their entirety upon the occurrence of a distributable event
                (other than satisfaction of the conditions for an in-service
                distribution).
         h. [x] loans will only be permitted from the following accounts (select
                all that apply):
                1. [xx] All accounts.
                2. [  ] Participant's Elective Deferral Account.
                3. [  ] Qualified Matching Contribution Account and/or
                        portion of Participant's Account attributable to
                        Employer matching contributions.
                4. [  ] Participant's Account attributable to Employer profit
                        sharing contributions.
                5. [  ] Qualified Non-Elective Contribution Account.
                6. [  ] Participant's Rollover Account.
                7. [  ] Participant's Transfer Account.
                8. [  ] Participant's Voluntary Contribution Account.
         NOTE:  Department of Labor Regulations require the adoption of a
                separate written loan program setting forth the requirements
                outlined in Plan Section 7.6.

51.      DIRECTED INVESTMENT ACCOUNTS (Plan Section 4.10)
         a. [ ] Participant directed investments are not permitted.
         b. [x] Participant directed investments are permitted for the following
                accounts (select all that apply):
                1. [x]  All accounts.
                2. [ ]  Participant's Elective Deferral Account.
                3. [ ]  Qualified Matching Contribution Account and/or portion
                        of Participant's Account attributable to Employer
                        matching contributions.
                4. [ ]  Participant's Profit Sharing Account.
                5. [ ]  Qualified Non-Elective Contribution Account.
                6. [ ]  Participant's Rollover Account.
                7. [ ]  Participant's Transfer Account.
                8. [ ]  Participant's Voluntary Contribution Account.
                9. [ ]  Other: _________________________________________________

         AND, is it intended that the Plan comply with Act Section 404(c) with
         respect to the accounts subject to Participant investment direction?
         c. [ ] No.
         d. [x] Yes

         AND, will voting rights on directed investments be passed through to
         Participants?
         e. [ ] No. Employer stock is not an alternative OR Plan is not intended
                to comply with Act Section 404(c).
         f. [x] Yes, for Employer stock only.
         g. [ ] Yes, for all investments.

52.      ROLLOVERS (Plan Section 4.6)
         a. [ ] Rollovers will not be accepted by this Plan.
         b. [x] Rollovers will be accepted by this Plan.

         AND. if b. is elected, rollovers may be accepted...
         c. [x] from any Eligible Employee, even if not a Participant.
         d. [ ] from Participants only.

         AND, distributions from a Participant's Rollover Account may be made...
         e. [x] at any time.
         f. [ ] only when the Participant is otherwise entitled to a
                distribution under the Plan.

53.      AFTER-TAX VOLUNTARY EMPLOYEE CONTRIBUTIONS (Plan Section 4.8)
         a. [x] After-tax voluntary Employee contributions will not be allowed.
         b. [ ] After-tax voluntary Employee contributions will be allowed.

54.      LIFE INSURANCE (Plan Section 7.5)
         a. [x] Life insurance may not be purchased.
         b. [ ] Life insurance may be purchased at the option of the
                Administrator.
         c. [ ] Life insurance maybe purchased at the option of the Participant.

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                                       21

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Non-Standardized 401(k) Profit Sharing Plan

         AND, if b, or c, is elected, the purchase of initial or additional life
         insurance will be subject to the following limitations (select all that
         apply):
         d. [ ] N/A, no limitations.
         e. [ ] each initial Contract will have a minimum face amount of
                $________.
         1. [ ] each additional Contract will have a minimum face
                amount of $________.
         g. [ ] the Participant has completed ___ Years of Service (or Periods
                of Service).
         h. [ ] the Participant has completed ___ Years of Service (or Periods
                of Service) while a Participant in the Plan.
         i. [ ] the Participant is under age ____ on the Contract issue date.
         j. [ ] the maximum amount of all Contracts on behalf of a Participant
                may not exceed $________.
         k. [ ] the maximum face amount of any life insurance Contract will be
                $________.



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                                       22

<page>


55.      OTHER ITEMS

         [X]      A list of the Participating Employers in the Plan (as
                  described in Item 14) is attached hereto as Appendix A.

         [X]      A list of the predecessor employers with whom prior service is
                  credited under the Plan (as described in Item 17) is attached
                  hereto as Appendix B.

         [X]      Special provisions relating to the Specified Minimum Employer
                  Contribution are attached hereto as Appendix C.

         [X]      Predecessor plans' protected benefits under Section 411(d)(6)
                  of the Internal Revenue Code of 1986, as amended, are attached
                  hereto as Appendix D.







                                       23

<page>



This Adoption Agreement may be used only in conjunction with basic Plan Document
#01.

The Employer and the Trustee hereby cause this Plan to be executed on
October 22, 2001.
----------

EMPLOYER:
WEBSTER BANK


By       /s/ Renee P. Seefried                    10/22/01
    ------------------------------        ---------------------------
    Its          EVP                                Date
        --------------------------


TRUSTEE:
PW TRUST COMPANY


By  /s/ Ralph Perote                              10/22/01
    ------------------------------        ---------------------------
    Its          AVP                                Date
        --------------------------


PARTICIPATING EMPLOYERS:

WEBSTER TRUST COMPANY, NATIONAL ASSOCIATION

By       /s/ Renee P. Seefried                    10/22/01
    ------------------------------        ---------------------------
    Its          EVP                                Date
        --------------------------



WEBSTER INVESTMENT SERVICES, INC.


By       /s/ John D. Benjamin                     10/22/01
    ------------------------------        ---------------------------
    Its        Secretary                            Date
        --------------------------


DAMMAN ASSOCIATES, INC.


By       /s/ John D. Benjamin                     10/22/01
    ------------------------------        ---------------------------
    Its       Secretary                             Date
        --------------------------

NOWLENDING, L.L.C.


By       /s/ Harriet M. Wolfe                     10/22/01
    ------------------------------        ---------------------------
    Its       Secretary                             Date
        --------------------------

LOUIS LEVINE AGENCY, INC.


By       /s/ John D. Benjamin                     10/22/01
    ------------------------------        ---------------------------
    Its       Secretary                             Date
        --------------------------


                                       24
<page>


RETIREMENT PLANNING ASSOCIATES, INC.



By       /s/ John D. Benjamin                     10/22/01
    ------------------------------        ---------------------------
    Its        Secretary                            Date
        --------------------------

CENTER CAPITAL CORPORATION



By       /s/ Mitchell D. Weiss                    10/22/01
    ------------------------------        ---------------------------
    Its                                             Date
        --------------------------
         MITCHELL D. WEISS
         PRESIDENT & CEO


                                       25
<page>


                                   APPENDIX A

                             PARTICIPATING EMPLOYERS

       Webster Trust Company, National Association
       Webster Investment Services, Inc.
       Damman Associates, Inc.
       Nowlending, LLC (formerly known as Access National Mortgage, L.L.C.)
       Louis Levine Agency, Inc.
       Levine Financial Services, Inc. (for the period prior to October 1, 2000)
       Retirement Planning Associates, Inc.
       Center Capital Corporation




                                      A-1

<page>


                                   APPENDIX B

                              PREDECESSOR EMPLOYERS

            Shawmut Bank, N.A.
            Shelton Savings Bank
            Shoreline Bank and Trust Company
            Bristol Savings Bank
            Derby Savings Bank
            People's Savings Bank of New Britain
            Sachem Trust National Association
            Eagle Financial Corporation
            Eagle Bank
            MidConn Bank
            Damman Associates, Inc.
            Independent Financial Marketing Group, Inc. (for employees of
              Webster Investment Services, Inc.)
            Nowlending, LLC (formerly known as Access National Mortgage, L.L.C.)
            Maritime Bank & Trust
            Village Bank & Trust Company
            New England Community Bancorp, Inc.
            The Chase Manhattan Bank
            The Levine Companies (Louis Levine Agency, Inc., Levine Financial
              Services, Inc. and Retirement Planning Associates, Inc.)
            Mech Financial, Inc.
            Fleet Boston Corporation and BankBoston, N.A.
            Musante Reihl Associates, Inc.
            Center Capital Corporation
            Wolff Zackin & Associates, Inc.
            Benefit Plans Design & Administration, Inc.




                                      B-1
<page>


                                   APPENDIX C

                     SPECIFIED MINIMUM EMPLOYER CONTRIBUTION

(a) Definitions.
    -----------

    (i)   Applicable Tax Year means the Tax Year in which the Plan Year begins.

    (ii)  Specified Minimum Employer Contribution means an amount contributed by
          the Employer to the Trust Fund pursuant to this Appendix C of the
          Adoption Agreement for the Plan.

    (iii) Tax Year means the Fiscal Year of the Company which begins on January
          1 and ends on December 31.

(b) Specified Minimum Employer Contributions.
    ----------------------------------------

    Notwithstanding any provision of the Plan to the contrary, the following
    provisions shall govern the treatment of Specified Minimum Employer
    Contributions.

    (i)   Frequency and Eligibility. For each Plan Year, the Employer shall make
          a discretionary Specified Minimum Employer Contribution on behalf of
          the group of Employees who are Employees and Plan Participants from
          the first day through the last day of the Applicable Tax Year (First
          Day Participants). The Specified Minimum Employer Contribution will be
          based on Compensation earned by the First Day Participants in the
          Applicable Tax Year. The Specified Minimum Employer Contribution for
          each Plan Year shall be in an amount determined by the Board of
          Directors by appropriate resolution on or before the last day of the
          Applicable Tax Year.

    (ii)  Allocation Method. Each First Day Participant's share shall be
          determined as follows:

          (A)  The Specified Minimum Employer Contribution shall be allocated
               during the Plan Year as Elective Deferrals described in Section
               1.17 of the Plan and Qualified Matching Contributions described
               in Section 1.62 of the Plan, to the Elective Deferral Account and
               Qualified Matching Contribution Account of each First Day
               Participant pursuant to Section 12.3(b)(1) and Section
               12.3(b)(2), respectively, of the Plan. Such Qualified Matching
               Contributions shall be made without regard to any last-day
               requirement, or any other year of service or hour-of-service
               requirement.

          (B)  Second, if any of the Specified Minimum Employer Contribution
               remains after the allocation in Section (b)(ii)(A) of this
               Appendix C, the remainder shall, to the extent allowable under
               Section 415 of the Internal Revenue Code, be allocated as an
               additional Qualified Matching Contribution on the last day of the
               Plan Year to each First Day Participant's Qualified Matching
               Contribution Account, as defined in Section 1.63, in the ratio
               that such First Day Participant's Elective Deferrals during the
               Plan Year bears to the Elective Deferrals of all First Day
               Participants during the Plan Year.

               The Specified Minimum Employer Contributions allocated as an
               additional Qualified Matching Contribution shall be treated in
               the same manner as Qualified Matching Contributions for all
               purposes of the Plan.

          (C)  Third, any balance of the Specified Minimum Employer Contribution
               remaining unallocated after the allocation in Section (b)(ii)(B)
               of this Appendix C shall be allocated


                                      C-1

<page>


               as an Employer profit sharing contribution to the Participant's
               Account, as defined in Section 1.52, of each First Day
               Participant in the ratio that the First Day Participant's
               Compensation during the Plan Year bears to the total Compensation
               of all First Day Participants during the Plan Year.

          (D)  Fourth, any balance of the Specified Minimum Employer
               Contribution remaining unallocated after the allocation in
               Section (b)(ii)(C) of this Appendix C shall be allocated as an
               Employer profit sharing contribution to the Participant's
               Account, as defined in Section 1.52, of each Employee who was a
               Participant in the Plan on the first day of the Plan Year, in the
               ratio that such Participant's Compensation during the Plan Year
               bears to the total Compensation of all such Participants during
               the Plan Year.

          (E)  The Administrator shall reduce the proportionate allocation under
               Section (b)(ii)(B), (C) and (D) of this Appendix C to
               Participants who are Highly Compensated Employees to the extent
               necessary to comply with the provisions of Section 401 (a)(4) of
               the Internal Revenue Code and the regulations thereunder. Any
               such amount will be allocated and reallocated to the remaining
               Participants to the extent allowed under Section 415 of the
               Internal Revenue Code.

               Tax Year
               Notwithstanding any other provision of the Plan to the contrary,
               any allocation of Elective Deferrals to the Elective Deferral
               Account of a First Day Participant shall be made under Section
               l2.3(b)(l) or this Appendix C, as appropriate, but not both
               provisions. Similarly, any allocation of Qualified Matching
               Contributions to a First Day Participant's Qualified Matching
               Contribution Account shall be made under either Section
               l2.3(b)(2) or this Appendix C, as appropriate, but not both
               provisions.

    (iii) Timing Medium and Posting. The Employer shall make the Specified
          Minimum Employer Contribution in cash, in one or more installments
          without interest, at any time during the Plan Year, and for purposes
          of deducting such contribution, not later than the Employer's federal
          tax filing date, including extensions, for its Tax Year that ends
          within such Plan Year. The Trustee shall post such amount to each
          First Day Participant's Elective Deferral Account, Qualified Matching
          Contribution Account, or Employer profit sharing contribution account
          once the allocations under Sections (b)(ii)(A) through (E) of this
          Appendix C are determined.

          The Specified Minimum Employer Contribution shall be held in a
          suspense account until posted. Such suspense account shall not
          participate in the allocation of investment gains, losses, income and
          deductions of the trust as a whole, but shall be invested separately.
          All gains, losses, income and deductions attributable to such suspense
          account shall be applied to reduce Plan fees and expenses. In no event
          will amounts remain in the suspense account after the end of the Plan
          Year.

    (iv)  Deduction Limitation. In no event shall the Specified Minimum Employer
          Contribution, when aggregated with other Employer and Participant
          contributions for the Employer's Tax Year that ends within such Plan
          Year, exceed the amount deductible by the Employer for federal income
          tax purposes for such Tax Year.


                                      C-2

<page>


                                   APPENDIX D

                      PREDECESSOR PLANS' PROTECTED BENEFITS

                                                                         Annex I

                  Special Provisions for Former Members of the
                         Derby Savings Bank Thrift Plan
                         ------------------------------

         The following special provisions shall apply to each former employee of
Derby Savings Bank ("Derby") who had an account balance under the Derby Savings
Bank Thrift Plan (the "Derby 401(k) Plan") as of March 31, 1997 and whose
account balance was transferred to the Plan as of April 1, 1997 (the date of the
merger of the Derby 401(k) Plan with and into the Plan).

                  (1) The portion of such a person's Individual Account which
         consists of the "Elective Deferrals" and "Qualified Nonelective
         Contributions" made on behalf of the person to the Derby 401(k) Plan
         (and the earnings thereon) shall be referred to as the person's Derby
         Elective Account. The portion of such a person's Individual Account
         which consists of the "Employer Profit Sharing Contributions" and
         "Matching Contributions" made on behalf of the person to the Derby
         401(k) Plan (and the earnings thereon) shall be referred to as the
         person's Derby Nonelective Account.

                  (2) Such a person whose period of participation in the Derby
         401(k) Plan and the Plan totals five years or more may, prior to
         separating from service with the Employer, elect to withdraw all or any
         part of his Derby Nonelective Account. If such a person's period of
         participation in the Derby 401(k) Plan and the Plan totals less than
         five years, he may elect to withdraw only that portion of his Derby
         Nonelective Account which has been credited to the Derby 401(k) Plan
         and the Plan for at least two full Plan Years, measured from the date
         such amounts were first allocated to the Derby 401(k) Plan.







                                      D-1


<page>


                                                                        Annex II

                  Special Provisions for Former Members of the
                Financial Institutions Thrift Plan as Adopted by
                           Eagle Financial Corporation
                           ---------------------------

         The following special provisions shall apply to each former employee of
Eagle Financial Corporation or Eagle Bank ("Eagle") who had an account balance
under the Financial Institutions Thrift Plan as Adopted by Eagle Financial
Corporation (the "Eagle Plan") as of the date immediately prior to July 1, 1998
(the "Transfer Date") and whose account balance was transferred to the Plan as
of the Transfer Date.

                  (1) The portion of such a person's Individual Account which
         consists of such person's "401(k) Account" under the Eagle Plan shall
         be referred to as the person's Eagle Elective Account. The portion of
         such a person's Individual Account which consists of such person's
         "Regular Account" under the Eagle Plan shall be referred to as the
         person's Eagle Nonelective Account. The portion of such a person's
         Rollover Account which consists of such person's "Rollover Account"
         under the Eagle Plan shall be referred to as the person's Eagle
         Rollover Account.

                  (2) Such a person who has not attained age 59-1/2 may elect to
         receive a distribution of all or any portion of his Eagle Nonelective
         Account, provided that the amounts to be distributed have been invested
         in the Plan or the Eagle Plan for an aggregate period of at least
         twenty-four (24) months or such person has been a participant in the
         Plan or the Eagle Plan for an aggregate period of at least sixty (60)
         months. Only one such distribution may be obtained in any calendar
         year. In addition, no partial distribution from such a person's Eagle
         Nonelective Account may be obtained unless it equals at least the
         lesser of $1,000 or the entire outstanding balance of such person's
         Eagle Nonelective Account.





                                      D-2
<page>


                                                                       Annex III

                     Special Provisions for Former Employees
                                       of
                       New England Community Bancorp, Inc.
                       -----------------------------------

         The following provisions shall apply to each former employee of New
England Community Bancorp, Inc. or a member of its controlled group who had an
account balance under the New England Community Bancorp 401(k) Plan (the "NECB
401(k) Plan") immediately prior to March 1, 2000 (the "Plan Merger Date") and
whose account balance was transferred to the Plan as of the Plan Merger Date.

                  (1) The portion of such an employee's Individual Account which
         is attributable to such employee's "Elective Deferral Contributions
         Account" under the NECB 401(k) Plan shall be referred to as the
         employee's NECB Elective Account. The portion of such an employee's
         Individual Account which is attributable to such employee's "Matching
         Contributions Account" and "Other Employer Contributions Account" under
         the NECB 401(k) Plan shall be referred to as the employee's NECB
         Nonelective Account. The portion of such an employee's Rollover Account
         which is attributable to such employee's "Rollover Contributions
         Account" under the NECB 401(k) Plan shall be referred to as the
         employee's NECB Rollover Account.

                  (2) In addition to the forms of retirement benefit available
         under the Plan, such an employee's NECB Elective Account, NECB
         Nonelective Account and NECB Rollover Account may also be paid, at the
         election of such employee, in any one of the following forms:

                      (a)  A straight life annuity;

                      (b)  A single life annuity with certain periods of five,
                           ten or fifteen years;

                      (c)  A single life annuity with installment refund;

                      (d)  Survivorship life annuities with installment refund
                           and survivorship percentages of 50, 66-2/3 or 100
                           percent;

                      (e)  Fixed period annuities for any period of whole months
                           which is not less than 60 and does not exceed the
                           life expectancy of such employee and his or her named
                           beneficiary, where the life expectancy is not
                           recalculated; or

                      (f)  A series of installments chosen by such employee with
                           a minimum payment each year beginning with the year
                           in which such employee reaches age 70-1/2. The
                           payment for the first year in which a minimum payment
                           is required will be made by April 1 of the following
                           calendar year. The payment for the second year and
                           each successive year will be made by December 31 of
                           that year. The minimum payment will be based on the
                           joint and last survivor expectancy of such employee
                           and his or her spouse, if any, where the joint life
                           and last survivor expectancy is recalculated.

                  (3) In addition to the forms of death benefit available under
         the Plan, such an employee's NECB Elective Account, NECB Nonelective
         Account and NECB Rollover Account may also be paid upon the death of
         such employee in any annuity that is an optional form of retirement
         benefit. However, a series of installments shall not be available if
         the beneficiary is not the spouse of such deceased employee.



                                      D-3


<page>


                                                                        Annex IV

                     Special Provisions for Former Employees
                                       of
                            The Chase Manhattan Bank
                            ------------------------

         The following provisions shall apply to each former employee of The
Chase Manhattan Bank who transferred employment to a member of the Webster Bank
controlled group as a result of Webster Bank's acquisition of certain branches
from The Chase Manhattan Bank (a "Transferred Chase Employee"), who had an
account balance under The 401(k) Savings Plan of The Chase Manhattan Bank (the
"Chase 401(k) Plan") immediately prior to the date on which the assets and
liabilities of the Chase 401(k) Plan relating to the Transferred Chase Employees
were transferred to the Plan (the "Asset Transfer Date"), and whose account
balance was transferred to the Plan as of the Asset Transfer Date.

                  (1) The portion of such an employee's Individual Account which
         is attributable to such employee's "Pre-Tax Contributions" and
         "Qualified Non-Elective Contributions" and the earnings thereon under
         the Chase 401(k) Plan shall be referred to as the employee's Chase
         Elective Account. The portion of such an employee's Individual Account
         which is attributable to such employee's "Matching Contributions" and
         the earnings thereon under the Chase 401(k) Plan shall be referred to
         as the employee's Chase Nonelective Account. The portion of such an
         employee's Individual Account which is attributable to such employee's
         "After-Tax Contributions" and the earnings thereon under the Chase
         401(k) Plan shall be referred to as the employee's Chase After-Tax
         Account. The portion of such an employee's Rollover Account which is
         attributable to such employee's "Rollover Contributions" under the
         Chase 401(k) Plan shall be referred to as the employee's Chase Rollover
         Account. Such an employee's Chase Elective Account, Chase Nonelective
         Account, Chase After-Tax Account and Chase Rollover Account are
         collectively referred to as the Participant's Combined Chase Account.

                  (2) Any loans which such an employee obtained from his account
         under the Chase 401(k) Plan shall be transferred in-kind to the Plan
         and shall continue to be paid in accordance with their terms; provided,
         however, that the Administrator may reamortize any such loan over its
         remaining term in order to adjust for any changes in the employee's
         payroll periods.

                  (3) In addition to the forms of retirement benefit available
         under the Plan, such an employee's Combined Chase Account may also be
         paid, at the election of such employee, in any one of the following
         forms:

                      (a) Quarterly installments over a period not exceeding the
                  number of years of such employee's life expectancy or the
                  joint life and last survivor expectancy of such employee and
                  his or her beneficiary.

                      (b) Annual installments over a period not exceeding the
                  number of years of such employee's life expectancy or the
                  joint life and last survivor expectancy of such employee and
                  his or her beneficiary.

                  (4) Such an employee shall be entitled to receive a
         distribution of his or her Combined Chase Account upon the end of the
         eighteenth month following his or her eligibility for long term
         disability benefits under the long term disability plan of the
         Employer.

                  (5) Such an employee shall be entitled to receive withdrawals
         prior to his or her separation from service in accordance with the
         following provisions:





                                      D-4
<page>


                           (a) Such an employee may elect to withdraw all or any
                  portion of his Chase After-Tax Account. Such a withdrawal
                  shall be deemed to be made in the order set forth in Section
                  9.2(b) of the Chase 401(k) Plan (as in effect on the Asset
                  Transfer Date).

                           (b) If such an employee was a participant in The
                  Thrift Incentive Plan of The Chase Manhattan Bank, NA. prior
                  to its merger into the Chase 401(k) Plan effective December
                  31, 1996, the employee may withdraw all or part of his Chase
                  Nonelective Account to the extent it represents vested
                  matching contributions under such plan as of December 31, 1996
                  in excess of the amount of such vested matching contributions
                  allocated to the employee's account in respect of the prior 24
                  months.

         The minimum amount of any such in-service withdrawal shall be the
         lesser of $500 or the portion of such an employee's Chase Combined
         Account which is eligible for such an withdrawal.





                                      D-5

<page>


                                                                         Annex V

                     Special Provisions for Former Employees
                                       of
                  Fleet Boston Corporation and BankBoston, N.A.
                  ---------------------------------------------


         The following provisions shall apply to each employee who transferred
employment from Fleet Boston Corporation, BankBoston, N.A. or members of their
controlled group to Webster Bank as a result of Webster Bank's acquisition of
certain branches from Fleet Boston Corporation and BankBoston, N.A.:

                  If any such employee receives an eligible rollover
         distribution from the Section 401(k) plan maintained by Fleet Boston
         Corporation, BankBoston, N.A. or any member of their controlled group
         for the benefit of their employees (the "Fleet 401(k) Plan") in
         connection with Webster Bank's acquisition of such branches, and if the
         eligible rollover distribution contained a loan note representing the
         unpaid balance of a loan which such employee obtained from his or her
         account under the Fleet 401(k) Plan, then the employee may elect to
         make a direct rollover of the loan note from the trustee of the Fleet
         401(k) Plan to the Trustee of the Plan. As a condition to the direct
         rollover of the loan note, the employee must execute an acknowledgment
         that the Trustee of the Plan will be substituted for the trustee of the
         Fleet 401(k) Plan as the obligee of the loan note. No other changes may
         be made to the terms of the loan note, and the loan note will continue
         to be payable in accordance with its terms; provided, however, that the
         amortization schedule of the loan note may be modified in order to
         reflect a change in the payroll period of the employee, but only if
         such modification of the amortization schedule does not result in an
         extension of the repayment period of the loan.







                                      D-6