EXHIBIT 4.1
                                                                     -----------

                                             DEFINED CONTRIBUTION PROTOTYPE PLAN











                    PFPC INC. DEFINED CONTRIBUTION PROTOTYPE
                                 PLAN AND TRUST
                             BASIC PLAN DOCUMENT #01
















(c) Copyright 2001 PFPC Inc.

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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

                                    PFPC INC.
                  DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST

























(c) Copyright 2001 PFPC Inc.

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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN


                                               TABLE OF CONTENTS

                                                   ARTICLE I
                                                  DEFINITIONS

                                                   ARTICLE II
                                                 ADMINISTRATION

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      <S>      <C>                                                                                   <C>
      2.1      POWERS AND RESPONSIBILITIES OF THE EMPLOYER...........................................12
      2.2      DESIGNATION OF ADMINISTRATIVE AUTHORITY...............................................12
      2.3      ALLOCATION AND DELEGATION OF RESPONSIBILITIES.........................................13
      2.4      POWERS AND DUTIES OF THE ADMINISTRATOR................................................13
      2.5      RECORDS AND REPORTS...................................................................14
      2.6      APPOINTMENT OF ADVISERS...............................................................14
      2.7      INFORMATION FROM EMPLOYER.............................................................14
      2.8      PAYMENT OF EXPENSES...................................................................14
      2.9      MAJORITY ACTIONS......................................................................14
      2.10     CLAIMS PROCEDURE......................................................................14
      2.11     CLAIMS REVIEW PROCEDURE...............................................................15

                                                  ARTICLE III
                                                  ELIGIBILITY

      3.1      CONDITIONS OF ELIGIBILITY.............................................................15
      3.2      EFFECTIVE DATE OF PARTICIPATION.......................................................15
      3.3      DETERMINATION OF ELIGIBILITY..........................................................15
      3.4      TERMINATION OF ELIGIBILITY............................................................16
      3.5      REHIRED EMPLOYEES AND BREAKS IN SERVICE...............................................16
      3.6      ELECTION NOT TO PARTICIPATE...........................................................16
      3.7      CONTROL OF ENTITIES BY OWNER-EMPLOYEE.................................................17

                                                   ARTICLE IV
                                            CONTRIBUTION AND ALLOCATION

      4.1      FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION.......................................17
      4.2      TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION............................................17
      4.3      ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS..................................17
      4.4      MAXIMUM ANNUAL ADDITIONS..............................................................21
      4.5      ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS.............................................25
      4.6      ROLLOVERS.............................................................................25
      4.7      PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS...........................................26
      4.8      VOLUNTARY EMPLOYEE CONTRIBUTIONS......................................................27
      4.9      QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS............................................27
      4.10     DIRECTED INVESTMENT ACCOUNT...........................................................27
      4.11     INTEGRATION IN MORE THAN ONE PLAN.....................................................29
      4.12     QUALIFIED MILITARY SERVICE............................................................29

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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

                                                    ARTICLE V
                                                    VALUATIONS
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      <S>      <C>                                                                                   <C>
      5.1      VALUATION OF THE TRUST FUND...........................................................29
      5.2      METHOD OF VALUATION...................................................................29

                                                    ARTICLE VI
                                       DETERMINATION AND DISTRIBUTION BENEFITS

      6.1      DETERMINATION OF BENEFITS UPON RETIREMENT.............................................29
      6.2      DETERMINATION OF BENEFITS UPON DEATH..................................................30
      6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY......................................31
      6.4      DETERMINATION OF BENEFITS UPON TERMINATION............................................31
      6.5      DISTRIBUTION OF BENEFITS..............................................................32
      6.6      DISTRIBUTION OF BENEFITS UPON DEATH...................................................36
      6.7      TIME OF DISTRIBUTION..................................................................39
      6.8      DISTRIBUTION FOR 1VIIIVOR OR INCOMPETENT BENEFICIARY..................................39
      6.9      LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN........................................39
      6.10     IN-SERVICE DISTRIBUTION...............................................................39
      6.11     ADVANCE DISTRIBUTION FOR HARDSHIP.....................................................39
      6.12     SPECIAL RULE FOR CERTAIN PROFIT SHARING PLANS.........................................40
      6.13     QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION.......................................40
      6.14     DIRECT ROLLOVERS......................................................................40
      6.15     TRANSFER OF ASSETS FROM A MONEY PURCHASE PLAN.........................................41
      6.16     ELECTIVE TRANSFERS OF BENEFITS TO OTHER PLANS.........................................41

                                                   ARTICLE VII
                                              TRUSTEE AND CUSTODIAN

      7.1      BASIC RESPONSIBILITIES OF THE TRUSTEE.................................................42
      7.2      INVESTMENT POWERS AND DUTIES OF DISCRETIONARY TRUSTEE.................................43
      7.3      INVESTMENT POWERS AND DUTIES OF NONDISCRETIONARY TRUSTEE..............................45
      7.4      POWERS AND DUTIES OF CUSTODIAN........................................................46
      7.5      LIFE INSURANCE........................................................................46
      7.6      LOANS TO PARTICIPANTS.................................................................47
      7.7      MAJORITY ACTIONS......................................................................48
      7.8      TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES.........................................48
      7.9      ANNUAL REPORT OF THE TRUSTEE..........................................................48
      7.10     AUDIT.................................................................................48
      7.11     RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE........................................49
      7.12     TRANSFER OF INTEREST..................................................................49
      7.13     TRUSTEE INDEMNIFICATION...............................................................49
      7.14     EMPLOYER SECURITIES AND REAL PROPERTY.................................................49

                                                  ARTICLE VIII
                                       AMENDMENT, TERMINATION AND MERGERS

      8.1      AMENDMENT.............................................................................50
      8.2      TERMINATION...........................................................................50

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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

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      <S>      <C>                                                                                   <C>
      8.3      MERGER, CONSOLIDATION OR TRANSFER OF ASSETS...........................................51

                                                    ARTICLE IX
                                              TOP HEAVY PROVISIONS

      9.1      TOP HEAVY PLAN REQUIREMENTS...........................................................51
      9.2      DETERMINATION OF TOP HEAVY STATUS.....................................................51

                                                     ARTICLE X
                                                   MISCELLANEOUS

      10.1     EMPLOYER ADOPTIONS....................................................................52
      10.2     PARTICIPANT'S RIGHTS..................................................................52
      10.3     ALIENATION............................................................................52
      10.4     CONSTRUCTION OF PLAN..................................................................53
      10.5     GENDER AND NUMBER.....................................................................53
      10.6     LEGAL ACTION..........................................................................53
      10.7     PROHIBITION AGAINST DIVERSION OF FUNDS................................................53
      10.8     EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE............................................54
      10.9     INSURER'S PROTECTIVE CLAUSE...........................................................54
      10.10    RECEIPT AND RELEASE FOR PAYMENTS......................................................54
      10.11    ACTION BY THE EMPLOYER................................................................54
      10.12    NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY....................................54
      10.13    HEADINGS..............................................................................54
      10.14    APPROVAL BY INTERNAL REVENUE SERVICE..................................................54
      10.15    UNIFORMITY............................................................................55
      10.16    PAYMENT OF BENEFITS...................................................................55

                                                    ARTICLE XI
                                              PARTICIPATING EMPLOYERS

      11.1     ELECTION TO BECOME A PARTICIPATING EMPLOYER...........................................55
      11.2     REQUIREMENTS OF PARTICIPATING EMPLOYERS...............................................55
      11.3     DESIGNATION OF AGENT..................................................................55
      11.4     EMPLOYEE TRANSFERS....................................................................55
      11.5     PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES.................................55
      11.6     AMENDMENT.............................................................................56
      11.7     DISCONTINUANCE OF PARTICIPATION.......................................................56
      11.8     ADMINISTRATOR'S AUTHORITY.............................................................56
      11.9     PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE.....................................56

                                                    ARTICLE XII
                                            CASH OR DEFERRED PROVISIONS

      12.1     FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION.......................................56
      12.2     PARTICIPANT'S SALARY REDUCTION ELECTION...............................................57
      12.3     ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS..................................59
      12.4     ACTUAL DEFERRAL PERCENTAGE TESTS......................................................60
      12.5     ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS........................................62
      12.6     ACTUAL CONTRIBUTION PERCENTAGE TESTS..................................................64

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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

<TABLE>

      <S>      <C>                                                                                   <C>
      12.7     ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS....................................66
      12.8     SAFE HARBOR PROVISIONS................................................................68
      12.9     ADVANCE DISTRIBUTION FOR HARDSHIP.....................................................70

                                                   ARTICLE XIII
                                             SIMPLE 401(K) PROVISIONS

      13.1     SIMPLE 401(k) PROVISIONS..............................................................71
      13.2     DEFINITIONS...........................................................................71
      13.3     CONTRIBUTIONS.........................................................................71
      13.4     ELECTION AND NOTICE REQUIREMENTS......................................................72
      13.5     VESTING REQUIREMENTS .................................................................72
      13.6     TOP-HEAVY RULES.......................................................................72
      13.7     NONDISCRIMINATION TESTS...............................................................72

</TABLE>

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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

                                    ARTICLE I
                                   DEFINITIONS

         As used in this Plan, the following words and phrases shall have the
meanings set forth herein unless a different meaning is clearly required by the
context:

         1.1   "ACP" means the "Actual Contribution Percentage" determined
pursuant to Section 12.6(e).

         1.2   "ACT" means the Employee  Retirement  Income Security Act of
1974, as it may be amended from time to time.

         1.3   "ADP" means the "Actual Deferral Percentage" determined
pursuant to Section 12.4(e).

         1.4   "ADMINISTRATOR" means the Employer unless another person or
entity has been designated by the Employer pursuant to Section 2.2 to administer
the Plan on behalf of the Employer.

         1.5   "ADOPTION AGREEMENT" means the separate agreement which is
executed by the Employer and sets forth the elective provisions of this Plan and
Trust as specified by the Employer.

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

         1.7   "ANNIVERSARY DATE" means the last day of the Plan Year.

         1.8   "ANNUITY STARTING DATE" means, with respect to any Participant,
the first day of the first period for which an amount is paid as an annuity, or,
in the case of a benefit not payable in the form of an annuity, the first day on
which all events have occurred which entitles the Participant to such benefit.

         1.9   "BENEFICIARY" means the person (or entity) to whom all or a
portion of a deceased Participant's interest in the Plan is payable, subject to
the restrictions of Sections 6.2 and 6.6.

         1.10  "CODE" means the Internal Revenue Code of 1986, as amended.

         1.11  "COMPENSATION" with respect to any Participant means one of the
following  as elected in the Adoption Agreement:

               (a) Information required to be reported under Code Sections 6041,
         6051 and 6052 (Wages, tips and other compensation as reported on Form
         W-2). Compensation means wages, within the meaning of Code Section
         3401(a), and, all other payments of compensation to an Employee by the
         Employer (in the course of the Employees trade or business) for which
         the Employer is required to furnish the Employee a written statement
         under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation must be
         determined without regard to any rules under Code Section 3401(a) that
         limit the remuneration included in wages based on the nature or
         location of the employment or the services performed (such as the
         exception for agricultural labor in Code Section 3401(a)(2)).

               (b) Code Section 3401(a) Wages. Compensation means an Employee's
         wages within the meaning of Code Section 3401(a) for the purposes of
         income tax withholding at the source but determined without regard to
         any rules that limit the remuneration included in wages based on the
         nature or location of the employment or the services performed (such as
         the exception for agricultural labor in Code Section 3401(a)(2)).

               (c) 415 Safe-Harbor Compensation. Compensation means wages,
         salaries, and fees for professional services and other amounts received
         (without regard to whether or not an amount is paid in cash) for
         personal services actually rendered in the course of employment with
         the Employer maintaining the Plan to the extent that the amounts are
         includible in gross income (including, but not limited to, commissions
         paid salespersons, compensation for services on the basis of a
         percentage of profits, commissions on insurance premiums, tips,
         bonuses, fringe benefits, and reimbursements, or other expense
         allowances under a nonaccountable plan (as described in Regulation
         1.62-2(c)), and excluding the following:

               (1) Employer contributions to a plan of deferred compensation
               which are not includible in the Employee's gross income for the
               taxable year in which contributed, or Employer contributions
               under a simplified employee pension plan to the extent such
               contributions are excludable from the Employee's gross income, or
               any distributions from a plan of deferred compensation;


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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

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

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

               (4) Other amounts which receive special tax benefits, or
               contributions made by the Employer (whether or not under a salary
               reduction agreement) towards the purchase of an annuity contract
               described in Code Section 403(6) (whether or not the
               contributions are actually excludable from the gross income of
               the Employee).

               However, Compensation for any Self-Employed Individual shall be
equal to Earned Income. Compensation shall include only that Compensation which
is actually paid to the Participant during the determination period. Except as
otherwise provided in this Plan, the determination period shall be the period
elected by the Employer in the Adoption Agreement. If the Employer makes no
election, the determination period shall be the Plan Year.

               Notwithstanding the above, if elected in the Adoption Agreement,
Compensation shall include all of the following types of elective contributions
and all of the following types of deferred compensation:

               (a) Elective contributions that are made by the Employer on
behalf of a Participant that are not includible in gross income under Code
Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) and for Plan Years beginning on or
after January 1, 2001 (or as of a date, no earlier than January 1, 1998, as
specified in an addendum to the Adoption Agreement), 132(f)(4);

               (b) Compensation deferred under an eligible deferred compensation
plan within the meaning of Code Section 457(b); and

               (c) Employee contributions (under governmental plans) described
in Code Section 414(h)(2) that are picked up by the employing unit and thus are
treated as Employer contributions.

               For Plan Years beginning on or after January 1, 1989, and before
January 1, 1994, the annual Compensation of each Participant taken into account
for determining all benefits provided under the Plan for any Plan Year shall not
exceed $200,000. This limitation shall be adjusted by the Secretary at the same
time and in the same manner as under Code Section 415(d), except that the dollar
increase in effect on January l of any calendar year is effective for Plan Years
beginning in such calendar year and the first adjustment to the $200,000
limitation is effective on January l, 1990.

               For Plan Years beginning on or after January 1, 1994,
Compensation in excess of $150,000 (or such other amount provided in the Code)
shall be disregarded for all purposes other than for purposes of salary deferral
elections. Such amount shall be adjusted by the Commissioner for increases in
the cost-of-living in accordance with Code Section 401(a)(17)(B). The
cost-of-living adjustment in effect for a calendar year applies to any
determination period beginning in such calendar year. If a determination period
consists of fewer than twelve (12) months, the $150,000 annual Compensation
limit will be multiplied by a fraction, the numerator of which is the number of
months in the determination period, and the denominator of which is twelve (12).

               If Compensation for any prior determination period is taken into
account in determining a Participant's allocations for the current Plan Year,
the Compensation for such prior determination period is subject to the
applicable annual Compensation limit in effect for that prior period. For this
purpose, in determining allocations in Plan Years beginning on or after January
1, 1989, the annual compensation limit in effect for determination periods
beginning before that date is $200,000. In addition, in determining allocations
in Plan Years beginning on or after January 1, 1994, the annual Compensation
limit in effect for determination periods beginning before that date is
$150,000.

               Notwithstanding the foregoing, except as otherwise elected in a
non-standardized Adoption Agreement, the family member aggregation rules of Code
Sections 401(a)(l7) and 414(q)(6) as in effect prior to the enactment of the
Small Business Job Protection Act of 1996 shall not apply to this Plan effective
with respect to Plan Years beginning after December 31, 1996.

               If, in the Adoption Agreement, the Employer elects to exclude a
class of Employees from the Plan, then Compensation for any Employee who becomes
eligible or ceases to be eligible to participate during a determination period
shall only include Compensation while the Employee is an Eligible Employee.

               If, in connection with the adoption of any amendment, the
definition of Compensation has been modified, then, except as otherwise provided
herein, for Plan Years prior to the Plan Year which includes the adoption date
of such amendment, Compensation means compensation determined pursuant to the
terms of the Plan then in effect.

         1.12  "CONTRACT" OR "POLICY" means any life insurance policy,
retirement income policy, or annuity contract (group or individual) issued by
the Insurer. In the event of any conflict between the terms of this Plan and the
terms of any contract purchased hereunder, the Plan provisions shall control.


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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

         1.13  "DESIGNATED INVESTMENT ALTERNATIVE" means a specific investment
identified by name by the Employer (or such other Fiduciary who has been given
the authority to select investment options) as an available investment under the
Plan to which Plan assets may be invested by the Trustee pursuant to the
investment direction of a Participant.

         1.14  "DIRECTED INVESTMENT OPTION" means a Designated Investment
Alternative and any other investment permitted by the Plan and the Participant
Direction Procedures to which Plan assets may be invested pursuant to the
investment direction of a Participant.

         1.15  "EARLY RETIREMENT DATE" means the date specified in the Adoption
Agreement on which a Participant or Former Participant has satisfied the
requirements specified in the Adoption Agreement (Early Retirement Age). If
elected in the Adoption Agreement, a Participant shall become fully Vested upon
satisfying such requirements if the Participant is still employed at the Early
Retirement Age.

               A Former Participant who separates from service after satisfying
any service requirement but before satisfying the age requirement for Early
Retirement Age and who thereafter reaches the age requirement contained herein
shall be entitled to receive benefits under this Plan (other than any
accelerated vesting and allocations of Employer Contributions) as though the
requirements for Early Retirement Age had been satisfied.

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

         1.17  "ELECTIVE DEFERRALS" means the Employee's contributions to the
Plan that are made pursuant to a Participant's deferral election pursuant to
Section 12.2, excluding any such amounts distributed as "excess annual
additions" pursuant to Section 4.5. Elective Deferrals shall be subject to the
requirements of Sections 12.2(b) and 12.2(c) and shall, except as otherwise
provided herein, be required to satisfy the nondiscrimination requirements of
Regulation 1.401(k)-1(b)(2), the provisions of which are specifically
incorporated herein by reference.

         1.18  "ELIGIBLE EMPLOYEE" means any Eligible Employee as elected in the
Adoption Agreement and as provided herein. With respect to a non-standardized
Adoption Agreement, an individual shall not be an "Eligible Employee" if such
individual is not reported on the payroll records of the Employer as a common
law employee. In particular, it is expressly intended that individuals not
treated as common law employees by the Employer on its payroll records are not
"Eligible Employees" and are excluded from Plan participation even if a court or
administrative agency determines that such individuals are common law employees
and not independent contractors. Furthermore, with respect to a non-standardized
Adoption Agreement, Employees of an Affiliated Employer will not be treated as
"Eligible Employees" prior to the date the Affiliated Employer adopts the Plan
as a Participating Employer.

               Except as otherwise provided in this paragraph, if the Employer
does not elect in the Adoption Agreement to include Employees who became
Employees as the result of a "Code Section 410(b)(6)(C) transaction," then such
Employees will only be "Eligible Employees" after the expiration of the
transition period beginning on the date of the transaction and ending on the
last day of the first Plan Year beginning after the date of the transaction. A
"Code Section 410(b)(6)(C) transaction" is an asset or stock acquisition, merger
or similar transaction involving a change in the Employer of the Employees of a
trade or business that is subject to the special rules set forth in Code Section
410(b)(6)(C). However, regardless of any election made in the Adoption
Agreement, if a separate entity becomes an Affiliate Employer as the result of a
"Code Section 410(b)(6)(C) transaction," then Employees of such separate entity
will not be treated as "Eligible Employees" prior to the date the entity adopts
the Plan as a Participating Employer or, with respect to a standardized Adoption
Agreement, if earlier, the expiration of the transition period set forth above.

               If, in the Adoption Agreement, the Employer elects to exclude
union employees, then Employees whose employment is governed by a collective
bargaining agreement between the Employer and "employee representatives" under
which retirement benefits were the subject of good faith bargaining and if two
percent (2%) or less of the Employees covered pursuant to that agreement are
professionals as defined in Regulation 1.410(b)-9, shall not be eligible to
participate in this Plan. For this purpose, the term "employee representatives"
does not include any organization more than half of whose members are employees
who are owners, officers, or executives of the Employer.

               If, in the Adoption Agreement, the Employer elects to exclude
non-resident aliens, then Employees who are non-resident aliens (within the
meaning of Code Section 7701(b)(1)(B)) who received no earned income (within the
meaning of Code Section 911(d)(2)) from the Employer which constitutes income
from sources within the United States (within the meaning of Code Section
861(a)(3)) shall not be eligible to participate in this Plan.

         1.19  "EMPLOYEE" means any person who is employed by the Employer. The
term "Employee" shall also include any person who is an employee of an
Affiliated Employer and any Leased Employee deemed to be an Employee as provided
in Code Section 414(n) or (o).


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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

         1.20  "EMPLOYER" means the entity specified in the Adoption Agreement,
any successor which shall maintain this Plan and any predecessor which has
maintained this Plan. In addition, unless the context means otherwise, the term
"Employer" shall include any Participating Employer (as defined in Section 11.1)
which shall adopt this Plan.

         1.21  "EXCESS AGGREGATE CONTRIBUTIONS" means, with respect to any Plan
Year, the excess of:

               (a) The aggregate "Contribution Percentage Amounts" (as defined
         in Section 12.6) actually made on behalf of Highly Compensated
         Participants for such Plan Year and taken into account in computing the
         numerator of the ACP, over

               (b) The maximum "Contribution Percentage Amounts" permitted by
         the ACP test in Section 12.6 (determined by reducing contributions made
         on behalf of Highly Compensated Participants in order of their
         "Contribution Percentages" beginning with the highest of such
         percentages).

               Such determination shall be made after first taking into account
corrections of any Excess Deferrals pursuant to Section 12.2 and then taking
into account adjustments of any Excess Contributions pursuant to Section 12.5.

         1.22  "EXCESS COMPENSATION" means, with respect to a Plan that is
integrated with Social Security (permitted disparity), a Participant's
Compensation which is in excess of the integration level elected in the Adoption
Agreement.

               However, if Compensation is based on less than a twelve (12)
month determination period, Excess Compensation shall be determined by reducing
the integration level by a fraction, the numerator of which is the number of
full months in the short period and the denominator of which is twelve (12).

         1.23  "EXCESS CONTRIBUTIONS" means, with respect to any Plan Year, the
excess of:

               (a) The aggregate amount of Employer contributions actually made
         on behalf of Highly Compensated Participants for such Plan Year and
         taken into account in computing the numerator of the ADP, over

               (b) The maximum amount of such contributions permitted by the ADP
         test in Section 12.4 (determined by hypothetically reducing
         contributions made on behalf of Highly Compensated Participants in
         order of the actual deferral ratios, beginning with the highest of such
         ratios).

               In determining the amount of Excess Contributions to be
distributed and/or recharacterized with respect to an affected Highly
Compensated Participant as determined herein, such amount shall be reduced by
any Excess Deferrals previously distributed to such affected Highly Compensated
Participant for the Participant's taxable year ending with or within such Plan
Year.

         1.24  "EXCESS DEFERRALS" means, with respect to any taxable year of a
Participant, those elective deferrals (within the meaning of Code Section
402(g)) that are includible in the Participant's gross income under Code Section
402(g) to the extent such Participant's elective deferrals for the taxable year
exceed the dollar limitation under such Code Section. Excess Deferrals shall be
treated as an "Annual Addition" pursuant to Section 4.4 when contributed to the
Plan unless distributed to the affected Participant not later than the first
April 15th following the close of the Participant's taxable year in which the
Excess Deferral was made. Additionally, for purposes of Sections 4.3(f) and 9.2,
Excess Deferrals shall continue to be treated as Employer contributions even if
distributed pursuant to Section 12.2(e). However, Excess Deferrals of Non-Highly
Compensated Participants are not taken into account for purposes of Section
12.4.

         1.25  "FIDUCIARY" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary authority or
discretionary responsibility in the administration of the Plan.

         1.26  "FISCAL YEAR" means the Employer's accounting year.

         1.27  "FORFEITURE" means, with respect to a Former Participant who has
severed employment, that portion of the Participant's Account that is not
Vested. Unless otherwise elected in the Adoption Agreement, Forfeitures occur
pursuant to (a) below.

               (a) A Forfeiture will occur on the earlier of:

               (1) The last day of the Plan Year in which a Former Participant
               who has severed employment with the Employer incurs five (5)
               consecutive 1-Year Breaks in Service, or

               (2) The distribution of the entire Vested portion of the
               Participant's Account of a Former Participant who has severed
               employment with the Employer. For purposes of this provision, if
               the Former Participant has a


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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

               Vested benefit of zero, then such Former Participant shall be
               deemed to have received a distribution of such Vested benefit as
               of the year in which the severance of employment occurs.

               (b) If elected in the Adoption Agreement, a Forfeiture will
               occur as of the last day of the Plan Year in which the Former
               Participant incurs five (5) 1-Year Breaks in Service.

               Regardless of the preceding provisions, if a Former Participant
is eligible to share in the allocation of Employer contributions or Forfeitures
in the year in which the Forfeiture would otherwise occur, then the Forfeiture
will not occur until the end of the first Plan Year for which the Former
Participant is not eligible to share in the allocation of Employer contributions
or Forfeitures. Furthermore, the term "Forfeiture" shall also include amounts
deemed to be Forfeitures pursuant to any other provision of this Plan.

         1.28  "FORMER PARTICIPANT" means a person who has been a Participant,
but who has  ceased  to be a Participant for any reason.

         1.29  "414(S) COMPENSATION" means any definition of compensation that
satisfies the nondiscrimination requirements of Code Section 414(s) and the
Regulations thereunder. The period for determining 414(s) Compensation must be
either the Plan Year or the calendar year ending with or within the Plan Year.
An Employer may further limit the period taken into account to that part of the
Plan Year or calendar year in which an Employee was a Participant in the
component of the Plan being tested. The period used to determine 414(s)
Compensation must be applied uniformly to all Participants for the Plan Year.

         1.30  "415 COMPENSATION" means, with respect to any Participant, such
Participant's (a) Wages, tips and other compensation on Form W-2, (b) Section
3401(a) wages or (c) 415 safe-harbor compensation as elected in the Adoption
Agreement for purposes of Compensation. 415 Compensation shall be based on the
full limitation Year regardless of when participation in the Plan commences.
Furthermore, regardless of any election made in the Adoption Agreement, with
respect to Limitation Years beginning after December 31, 1997, 415 Compensation
shall include any elective deferral (as defined in Code Section 402(g)(3)) and
any amount which is contributed or deferred by the Employer at the election of
the Participant and which is not includible in the gross income of the
Participant by reason of Code Section 125, 457, and, for Limitation Years
beginning on or after January 1, 2001 (or as of a date, no earlier than January
1, 1998, as specified in an addendum to the Adoption Agreement), 132(f)(4). For
Limitation Years beginning prior to January 1, 1998, 415 Compensation shall
exclude such amounts.

               Except as otherwise provided herein, if, in connection with the
adoption of any amendment, the definition of 415 Compensation has been modified,
then for Plan Years prior to the Plan Year which includes the adoption date of
such amendment, 415 Compensation means compensation determined pursuant to the
terms of the Plan then in effect.

         1.31  "HIGHLY COMPENSATED EMPLOYEE" means, effective for Plan Years
beginning after December 31, 1996, an Employee described in Code Section 414(q)
and the Regulations thereunder, and generally means any Employee who:

               (a) was a "five percent (5%) owner" as defined in Section 1.37(c)
         at any time during the "determination year" or the "look-back year"; or

               (b) for the "look-back year" had 415 Compensation from the
         Employer in excess of $80,000 and, if elected in the Adoption
         Agreement, was in the Top-Paid Group for the "look-back year." The
         $80,000 amount is adjusted at the same time and in the same manner as
         under Code Section 415(d), except that the base period is the calendar
         quarter ending September 30, 1996.

               The "determination year" means the Plan Year for which testing is
being performed and the "look-back year" means the immediately preceding twelve
(12) month period. However, if the calendar year data election is made in the
Adoption Agreement, for purposes of (b) above, the "look-back year" shall be the
calendar year beginning within the twelve (12) month period immediately
preceding the "determination year." Notwithstanding the preceding sentence, if
the calendar year data election is effective with respect to a Plan Year
beginning in 1997, then for such Plan Year the "look-back year" shall be the
calendar year ending with or within the Plan Year for which testing is being
performed, and the "determination year" shall be the period of time, if any,
which extends beyond the "look-back year" and ends on the last day of the Plan
Year for which testing is being performed.

               A highly compensated former employee is based on the rules
applicable to determining highly compensated employee status as in effect for
that "determination year," in accordance with Regulation 1.414(q)-IT, A-4 and
IRS Notice 97-45 (or any superseding guidance).

               In determining whether an employee is a Highly Compensated
Employee for a Plan Year beginning in 1997, the amendments to Code Section
414(q) stated above are treated as having been in effect for years beginning in
1996.

               For purposes of this Section, for Plan Years beginning prior to
January 1, 1998, the determination of 415 Compensation shall be made by
including amounts that would otherwise be excluded from a Participant's gross
income by reason of the application of Code Sections 125, 402(e)(3),
402(h)(1)(B) and, for Plan Years beginning on or after January 1, 2001 (or as of
a date, no earlier than January 1, 1998, as specified in an addendum to the
Adoption Agreement), 132(f)(4), and, in the case of Employer contributions made
pursuant to a salary reduction agreement, Code Section 403(b).


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               In determining who is a Highly Compensated Employee, Employees
who are non-resident aliens and who received no earned income (within the
meaning of Code Section 911(d)) from the Employer constituting United States
source income within the meaning of Code Section 861(a)(3) shall not be treated
as Employees. Additionally, all Affiliated Employers shall be taken into account
as a single employer and Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased
Employees are covered by a plan described in Code Section 414(n)(5) and are not
covered in any qualified plan maintained by the Employer. The exclusion of
Leased Employees for this purpose shall be applied on a uniform and consistent
basis for all of the Employer's retirement plans.

         1.32  "HIGHLY COMPENSATED PARTICIPANT" means any Highly Compensated
Employee who is eligible to participate in the component of the Plan being
tested.

         1.33  "HOUR OF SERVICE" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
for the performance of duties during the applicable computation period (these
hours will be credited to the Employee for the computation period in which the
duties are performed); (2) each hour for which an Employee is directly or
indirectly compensated or entitled to compensation by the Employer (irrespective
of whether the employment relationship has terminated) for reasons other than
performance of duties (such as vacation, holidays, sickness, incapacity
(including disability), jury duty, lay-off, military duty or leave of absence)
during the applicable computation period (these hours will be calculated and
credited pursuant to Department of Labor regulation 2530.200b-2 which is
incorporated herein by reference); (3) each hour for which back pay is awarded
or agreed to by the Employer without regard to mitigation of damages (these
hours will be credited to the Employee for the computation period or periods to
which the award or agreement pertains rather than the computation period in
which the award, agreement or payment is made). The same Hours of Service shall
not be credited both under (1) or (2), as the case may be, and under (3).

               Notwithstanding (2) above, (i) no more than 501 Hours of Service
are required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such period
occurs in a single computation period); (ii) an hour for which an Employee is
directly or indirectly paid, or entitled to payment, on account of a period
during which no duties are performed is not required to be credited to the
Employee if such payment is made or due under a plan maintained solely for the
purpose of complying with applicable workers' compensation, or unemployment
compensation or disability insurance laws; and (iii) Hours of Service are not
required to be credited for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee. Furthermore, for
purposes of (2) above, a payment shall be deemed to be made by or due from the
Employer regardless of whether such payment is made by or due from the Employer
directly, or indirectly through, among others, a trust fund, or insurer, to
which the Employer contributes or pays premiums and regardless of, whether
contributions made or due to the trust fund, insurer, or other entity are for
the benefit of particular Employees or are on behalf of a group of Employees in
the aggregate.

               Hours of Service will be credited for employment with all
Affiliated Employers and for any individual considered to be a Leased Employee
pursuant to Code Section 414(n) or 414(o) and the Regulations thereunder.
Furthermore, the provisions of Department of Labor regulations 2530.200b-2(b)
and (c) are incorporated herein by reference.

               Hours of Service will be determined on the basis of the method
elected in the Adoption Agreement.

         1.34  "INSURER" means any legal reserve insurance company which has
issued or shall issue one or more Contracts or Policies under the Plan.

         1.35  "INVESTMENT MANAGER" means a Fiduciary as described in Act
Section 3(38).

         1.36  "JOINT AND SURVIVOR ANNUITY" means an annuity for the life of a
Participant with a survivor annuity for the life of the Participant's spouse
which is not less than fifty percent (50%), nor more than one hundred percent
(100%) of the amount of the annuity payable during the joint lives of the
Participant and the Participant's spouse which can be purchased with the
Participant's Vested interest in the Plan reduced by any outstanding loan
balances pursuant to Section 7.6.

         1.37  "KEY EMPLOYEE" means an Employee as defined in Code Section
416(i) and the Regulations thereunder. Generally, any Employee or former
Employee (as well as each of such Employee's or former Employee's Beneficiaries)
is considered a Key Employee if, the individual at any time during the Plan Year
that contains the "Determination Date" (as defined in Section 9.2(c)) or any of
the preceding four (4) Plan Years, has been included in one of the following
categories:

               (a) an officer of the Employer (as that term is defined within
         the meaning of the Regulations under Code Section 416) having annual
         415 Compensation greater than fifty percent (50%) of the amount in
         effect under Code Section 415(b)(1)(A) for any such Plan Year;

               (b) one of the ten Employees having annual 415 Compensation from
         the Employer for a Plan Year greater than the dollar limitation in
         effect under Code Section 415(c)(1)(A) for the calendar year in which
         such Plan Year ends and owning (or considered as owning within the
         meaning of Code Section 318) both more than one-half percent (1/2%)
         interest and the largest interests in the Employer;

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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

               (c) a "five percent (5%) owner" of the Employer. "Five percent
         (5%) owner" means any person who owns (or is considered as owning
         within the meaning of Code Section 318) more than five percent (5%) of
         the value of the outstanding stock of the Employer or stock possessing
         more than five percent (5%) of the total combined voting power of all
         stock of the Employer or, in the case of an unincorporated business,
         any person who owns more than five percent (5%) of the capital or
         profits interest in the Employer; and

               (d) a "one percent (1%) owner" of the Employer having annual 415
         Compensation from the Employer of more than $150,000. "One percent
         (1%) owner" means any person who owns (or is considered as owning
         within the meaning of Code Section 318) more than one percent (1%) of
         the value of the outstanding stock of the Employer or stock possessing
         more than one percent (1%) of the total combined voting power of all
         stock of the Employer or, in the case of an unincorporated business,
         any person who owns more than one percent (1 %) of the capital or
         profits interest in the Employer.

               In determining percentage ownership hereunder, employers that
would otherwise be aggregated under Code Sections 414(b), (c), (m) and (o) shall
be treated as separate employers. In determining whether an individual has 415
Compensation of more than $150,000, 415 Compensation from each employer required
to be aggregated under Code Sections 414(b), (c), (m) and (o) shall be taken
into account. Furthermore, for purposes of this Section, for Plan Years
beginning prior to January 1, 1998, the determination of 415 Compensation shall
be made by including amounts that would otherwise be excluded from a
Participants gross income by reason of the application of Code Sections 125,
402(e)(3), 402(h)(1)(B) and, for Plan Years beginning on or after January 1,
2001 (or as of a date, no earlier than January l, 1998, as specified in an
addendum to the Adoption Agreement), 132(f)(4), and, in the case of Employer
contributions made pursuant to a salary reduction agreement, Code Section
403(b).

         1.38  "LATE RETIREMENT DATE" means the date of, or the first day of the
month or the Anniversary Date coinciding with or next following, whichever
corresponds to the election in the Adoption Agreement for the Normal Retirement
Date, a Participant's actual retirement after having reached the Normal
Retirement Date.

         1.39  "LEASED EMPLOYEE" means, effective with respect to Plan Years
beginning on or after January 1, 1997, any person (other than an Employee of the
recipient Employer) who, pursuant to an agreement between the recipient Employer
and any other person or entity ("leasing organization"), has performed services
for the recipient (or for the recipient and related persons determined in
accordance with Code Section 414(n)(6)) on a substantially full time basis for a
period of at least one year, and such services are performed under primary
direction or control by the recipient Employer. Contributions or benefits
provided a Leased Employee by the leasing organization which are attributable to
services performed for the recipient Employer shall be treated as provided by
the recipient Employer. Furthermore, Compensation for a Leased Employee shall
only include Compensation from the leasing organization that is attributable to
services performed for the recipient Employer.

               A Leased Employee shall not be considered an employee of the
recipient Employer if: (a) such employee is covered by a money purchase pension
plan providing: (1) a nonintegrated employer contribution rate of at least ten
percent (10%) of compensation, as defined in Code Section 415(c)(3), but for
Plan Years beginning prior to January 1, 1998, including amounts contributed
pursuant to a salary reduction agreement which are excludable from the
employee's gross income under Code Sections 125, 402(e)(3), 402(h)(1)(B),
403(b), or for Plan Years beginning on or after January 1, 2001 (or as of a
date, no earlier than January 1, 1998, as specified in an addendum to the
Adoption Agreement), 132(f)(4), (2) immediate participation, and (3) full and
immediate vesting; and (b) leased employees do not constitute more than twenty
percent (20%) of the recipient Employers nonhighly compensated workforce.

         1.40  "LIMITATION YEAR" means the determination period used to
determine Compensation. However, the Employer may elect a different Limitation
Year in the Adoption Agreement or by adopting a written resolution to such
effect. All qualified plans maintained by the Employer must use the same
Limitation Year. Furthermore, unless there is a change to a new Limitation Year,
the Limitation Year will be a twelve (12) consecutive month period. In the case
of an initial Limitation Year, the Limitation Year will be the twelve (12)
consecutive month period ending on the last day of the period specified in the
Adoption Agreement (or written resolution). If the Limitation Year is amended to
a different twelve (12) consecutive month period, the new "Limitation Year" must
begin on a date within the "Limitation Year" in which the amendment is made.

         1.41  "NET PROFIT" means, with respect to any Fiscal Year, the
Employer's net income or profit for such Fiscal Year determined upon the basis
of the Employer's books of account in accordance with generally accepted
accounting principles, without any reduction for taxes based upon income, or for
contributions made by the Employer to this Plan and any other qualified plan.

         1.42  "NON-ELECTIVE CONTRIBUTION" means the Employer's contributions to
the Plan other than Elective Deferrals, any Qualified Non-Elective Contributions
and any Qualified Matching Contributions. Employer matching contributions which
are not Qualified Matching Contributions shall be considered a Non-Elective
Contribution for purposes of the Plan.

         1.43  "NON-HIGHLY COMPENSATED PARTICIPANT" means any Participant who is
not a Highly Compensated Employee. However, if pursuant to Sections 12.4 or 12.6
the prior year testing method is used to calculate the ADP or the ACP, a
Non-Highly Compensated Participant shall be determined using the definition of
Highly Compensated Employee in effect for the preceding Plan Year.

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         1.44  "NON-KEY EMPLOYEE" means any Employee or former Employee (and
such Employee's or former Employee's Beneficiaries) who is not, and has never
been, a Key Employee.

         1.45  "NORMAL RETIREMENT AGE" means the age elected in the Adoption
Agreement at which time a Participant's Account shall be nonforfeitable (if the
Participant is employed by the Employer on or after that date).

         1.46  "NORMAL RETIREMENT DATE" means the date elected in the Adoption
Agreement.

         1.47  "1-YEAR BREAK IN SERVICE" means, if the Hour of Service Method is
elected in the Adoption Agreement, the applicable computation period during
which an Employee or former Employee has not completed more than 500 Hours of
Service. Further, solely for the purpose of determining whether an Employee has
incurred a 1-Year Break in Service, Hours of Service shall be recognized for
"authorized leaves of absence" and "maternity and paternity leaves of absence."
For this purpose, Hours of Service shall be credited for the computation period
in which the absence from work begins, only if credit therefore is necessary to
prevent the Employee from incurring a 1 Year Break in Service, or, in any other
case, in the immediately following computation period. The Hours of Service
credited for a "maternity or paternity leave of absence" shall be those which
would normally have been credited but for such absence, or, in any case in which
the Administrator is unable to determine such hours normally credited, eight (8)
Hours of Service per day. The total Hours of Service required to be credited for
a "maternity or paternity leave of absence" shall not exceed the number of Hours
of Service needed to prevent the Employee from incurring a 1-Year Break in
Service.

               "Authorized leave of absence" means an unpaid, temporary
cessation from active employment with the Employer pursuant to an established
nondiscriminatory policy whether occasioned by illness, military service, or any
other reason.

               A "maternity or paternity leave of absence" means an absence from
work for any period by reason of the Employee's pregnancy, birth of the
Employee's child, placement of a child with the Employee in connection with the
adoption of such child, or any absence for the purpose of caring for such child
for a period immediately following such birth or placement.

               If the Elapsed Time Method is elected in the Adoption Agreement,
a "1-Year Break in Service" means a twelve (12) consecutive month period
beginning on the severance from service date or any anniversary thereof and
ending on the next succeeding anniversary of such date, provided, however, that
the Employee or former Employee does not perform an Hour of Service for the
Employer during such twelve (12) consecutive month period.

         1.48  "OWNER-EMPLOYEE" means a sole proprietor who owns the entire
interest in the Employer or a partner (or member in the case of a limited
liability company treated as a partnership or sole proprietorship for federal
income tax purposes) who owns more than ten percent (10%) of either the capital
interest or the profits interest in the Employer and who receives income for
personal services from the Employer.

         1.49  "PARTICIPANT" means any Eligible Employee who has satisfied the
requirements of Section 3.2 and has not for any reason become ineligible to
participate further in the Plan.

         1.50  "PARTICIPANT DIRECTED ACCOUNT" means that portion of a
Participant's interest in the Plan with respect to which the Participant has
directed the investment in accordance with the Participant Direction Procedures.

         1.51  "PARTICIPANT DIRECTION PROCEDURES" means such instructions,
guidelines or policies, the terms of which are incorporated herein, as shall be
established pursuant to Section 4.10 and observed by the Administrator and
applied and provided to Participants who have Participant Directed Accounts.

         1.52  "PARTICIPANT'S ACCOUNT" means the account established and
maintained by the Administrator for each Participant with respect to such
Participant's total interest under the Plan resulting from (a) the Employer's
contributions in the case of a Profit Sharing Plan or Money Purchase Plan, and
(b) the Employer's Non-Elective Contributions in the case of a 401(k) Profit
Sharing Plan. Separate accountings shall be maintained with respect to that
portion of a Participant's Account attributable to Employer matching
contributions and to Employer discretionary contributions made pursuant to
Section 12.1(a)(3).

         1.53  "PARTICIPANT'S COMBINED ACCOUNT" means the total aggregate amount
of a Participant's interest under the Plan resulting from Employer contributions
(including Elective Deferrals).

         1.54  "PARTICIPANT'S ELECTIVE DEFERRAL ACCOUNT" means the account
established and maintained by the Administrator for each Participant with
respect to such Participant's total interest in the Plan resulting from Elective
Deferrals. Amounts in the Participant's Elective Deferral Account are
nonforfeitable when made and are subject to the distribution restrictions of
Section 12.2(c).

         1.55  "PARTICIPANT'S ROLLOVER ACCOUNT" means the account established
and maintained by the Administrator for each Participant with respect to such
Participant's interest in the Plan resulting from amounts transferred from
another qualified plan or "conduit" Individual Retirement Account in accordance
with Section 4.6.

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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

         1.56  "PARTICIPANT'S TRANSFER ACCOUNT" means the account established
and maintained by the Administrator for each Participant with respect to the
total interest in the Plan resulting from amounts transferred to this Plan from
a direct plan-to-plan transfer in accordance with Section 4.7.

         1.57  "PERIOD OF SERVICE" means the aggregate of all periods commencing
with an Employee's first day of employment or reemployment with the Employer or
an Affiliated Employer and ending on the first day of a Period of Severance. The
first day of employment or reemployment is the first day the Employee performs
an Hour of Service. An Employee will also receive partial credit for any Period
of Severance of less than twelve (12) consecutive months. Fractional periods of
a year will be expressed in terms of days.

               Periods of Service with any Affiliated Employer shall be
recognized. Furthermore, Periods of Service with any predecessor employer that
maintained this Plan shall be recognized. Periods of Service with any other
predecessor employer shall be recognized as elected in the Adoption Agreement.

               In determining Periods of Service for purposes of vesting under
the Plan, Periods of Service will be excluded as elected in the Adoption
Agreement and as specified in Section 3.5.

               In the event the method of crediting service is amended from the
Hour of Service Method to the Elapsed Time Method, an Employee will receive
credit for a Period of Service consisting of:

               (a) A number of years equal to the number of Years of Service
         credited to the Employee before the computation period during which the
         amendment occurs; and

               (b) The greater of (1) the Periods of Service that would be
         credited to the Employee under the Elapsed Time Method for service
         during the entire computation period in which the transfer occurs or
         (2) the service taken into account under the Hour of Service Method as
         of the date of the amendment.

               In addition, the Employee will receive credit for service
subsequent to the amendment commencing on the day after the last day of the
computation period in which the transfer occurs.

         1.58  "PERIOD OF SEVERANCE" means a continuous period of time during
which an Employee is not employed by the Employer. Such period begins on the
date the Employee retires, quits or is discharged, or if earlier, the twelve
(12) month anniversary of the date on which the Employee was otherwise first
absent from service.

               In the case of an individual who is absent from work for
"maternity or paternity" reasons, the twelve (12) consecutive month period
beginning on the first anniversary of the first day of such absence shall not
constitute a one year Period of Severance. For purposes of this paragraph, an
absence from work for "maternity or paternity" reasons means an absence (a) by
reason of the pregnancy of the individual, (b) by reason of the birth of a child
of the individual, (c) by reason of the placement of a child with the individual
in connection with the adoption of such child by such individual, or (d) for
purposes of caring for such child for a period beginning immediately following
such birth or placement.

         1.59  "PLAN" means this instrument (hereinafter referred to as PFPC
Inc. Defined Contribution Prototype Plan and Trust Basic Plan Document #01) and
the Adoption Agreement as adopted by the Employer, including all amendments
thereto and any addendum which is specifically permitted pursuant to the terms
of the Plan.

         1.60  "PLAN YEAR" means the Plan's accounting year as specified in the
Adoption Agreement. Unless there is a Short Plan Year, the Plan Year will be a
twelve-consecutive month period.

         1.61  "PRE-RETIREMENT SURVIVOR ANNUITY" means an immediate annuity for
the life of a Participant's spouse, the payments under which must be equal to
the benefit which can be provided with the percentage, as specified in the
Adoption Agreement, of the Participant's Vested interest in the Plan as of the
date of death. If no election is made in the Adoption Agreement, the percentage
shall be equal to fifty percent (50%). Furthermore, if less than one hundred
percent (100%) of the Participant's Vested interest in the Plan is used to
provide the Pre-Retirement Survivor Annuity, a proportionate share of each of
the Participant's accounts shall be used to provide the Pre-Retirement Survivor
Annuity.

         1.62  "QUALIFIED MATCHING CONTRIBUTION" means any Employer matching
contributions that are made pursuant to Sections 12.1(a)(2) if elected in the
Adoption Agreement, 12.5 and 12.7.

         1.63  "QUALIFIED MATCHING CONTRIBUTION ACCOUNT" means the account
established hereunder to which Qualified Matching Contributions are allocated.
Amounts in the Qualified Matching Contribution Account are nonforfeitable when
made and are subject to the distribution restrictions of Section 12.2(c).

         1.64  "QUALIFIED NON-ELECTIVE CONTRIBUTION" means the Employer's
contributions to the Plan that are made pursuant to Sections 12.1(a)(4) if
elected in the Adoption Agreement, 12.5 and 12.7.

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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

         1.65  "QUALIFIED NON-ELECTIVE CONTRIBUTION ACCOUNT" means the account
established hereunder to which Qualified Non-Elective Contributions are
allocated. Amounts in the Qualified Non-Elective Contribution Account are
nonforfeitable when made and are subject to the distribution restrictions of
Section 12.2(c).

         1.66  "QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTION ACCOUNT" means the
account established hereunder to which a Participant's tax deductible qualified
voluntary employee contributions made pursuant to Section 4.9 are allocated.

         1.67  "REGULATION" means the Income Tax Regulations as promulgated by
the Secretary of the Treasury or a delegate of the Secretary of the Treasury,
and as amended from time to time.

         1.68  "RETIRED PARTICIPANT" means a person who has been a Participant,
but who has become entitled to retirement benefits under the Plan.

         1.69  "RETIREMENT DATE" means the date as of which a Participant
retires for reasons other than Total and Permanent Disability, regardless of
whether such retirement occurs on a Participant's Normal Retirement Date, Early
Retirement Date or Late Retirement Date (see Section 6.1).

         1.70  "SELF-EMPLOYED INDIVIDUAL" means an individual who has Earned
Income for the taxable year from the trade or business for which the Plan is
established, and, also, an individual who would have had Earned Income but for
the fact that the trade or business had no net profits for the taxable year. A
Self-Employed Individual shall be treated as an Employee.

         1.71  "SHAREHOLDER-EMPLOYEE" means a Participant who owns (or is deemed
to own pursuant to Code Section 318(a)(1)) more than five percent (5%) of the
Employer's outstanding capital stock during any year in which the Employer
elected to be taxed as a Small Business Corporation (S Corporation) under the
applicable Code sections relating to Small Business Corporations.

         1.72  "SHORT PLAN YEAR" means, if specified in the Adoption Agreement,
a Plan Year of less than a twelve (12) month period. If there is a Short Plan
Year, the following rules shall apply in the administration of this Plan. In
determining whether an Employee has completed a Year of Service (or Period of
Service if the Elapsed Time Method is used) for benefit accrual purposes in the
Short Plan Year, the number of the Hours of Service (or months of service if the
Elapsed Time Method is used) required shall be proportionately reduced based on
the number of days (or months) in the Short Plan Year. The determination of
whether an Employee has completed a Year of Service (or Period of Service) for
vesting and eligibility purposes shall be made in accordance with Department of
Labor regulation 2530.203-2(c). In addition, if this Plan is integrated with
Social Security, then the integration level shall be proportionately reduced
based on the number of months in the Short Plan Year.

         1.73  "SUPER TOP HEAVY PLAN" means a plan which would be a Top Heavy
Plan if sixty percent (60%) is replaced with ninety percent (90%) in Section
9.2(a). However, effective as of the first Plan Year beginning after December
31, 1999, no Plan shall be considered a Super Top Heavy Plan.

         1.74  "TAXABLE WAGE BASE" means, with respect to any Plan Year, the
contribution and benefit base under Section 230 of the Social Security Act at
the beginning of such Plan Year.

         1.75  "TERMINATED PARTICIPANT" means a person who has been a
Participant, but whose employment has been terminated other than by death, Total
and Permanent Disability or retirement.

         1.76  "TOP HEAVY PLAN" means a plan described in Section 9.2(a).

         1.77  "TOP HEAVY PLAN YEAR" means a Plan Year commencing after December
31, 1983, during which the Plan is a Top Heavy Plan.

         1.78  "TOP-PAID GROUP" shall be determined pursuant to Code Section
414(q) and the Regulations thereunder and generally means the top twenty percent
(20%) of Employees who performed services for the Employer during the applicable
year, ranked according to the amount of 415 Compensation received from the
Employer during such year. All Affiliated Employers shall be taken into account
as a single employer, and Leased Employees shall be treated as Employees if
required pursuant to Code Section 414(n) or (o). Employees who are non-resident
aliens who received no earned income (within the meaning of Code Section
911(d)(2)) from the Employer constituting United States source income within the
meaning of Code Section 861(a)(3) shall not be treated as Employees.
Furthermore, for the purpose of determining the number of active Employees in
any year, the following additional Employees may also be excluded, however, such
Employees shall still be considered for the purpose of identifying the
particular Employees in the Top-Paid Group:

               (a) Employees with less than six (6) months of service;

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

               (c) Employees who normally work less than six (6) months during a
                   year; and

               (d) Employees who have not yet attained age twenty-one (21).

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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

               In addition, if ninety percent (90%) or more of the Employees of
the Employer are covered under agreements the Secretary of Labor finds to be
collective bargaining agreements between Employee representatives and the
Employer, and the Plan covers only Employees who are not covered under such
agreements, then Employees covered by such agreements shall be excluded from
both the total number of active Employees as well as from the identification of
particular Employees in the Top-Paid Group.

               The foregoing exclusions set forth in this Section shall be
applied on a uniform and consistent basis for all purposes for which the Code
Section 414(q) definition is applicable. Furthermore, in applying such
exclusions, the Employer may substitute any lesser service, hours or age.

         1.79  "TOTAL AND PERMANENT DISABILITY" means the inability to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
twelve (12) months. The disability of a Participant shall be determined by a
licensed physician chosen by the Administrator. However, if the condition
constitutes total disability under the federal Social Security Acts, the
Administrator may rely upon such determination that the Participant is Totally
and Permanently Disabled for the purposes of this Plan. The determination shall
be applied uniformly to all Participants.

         1.80  "TRUSTEE" means the person or entity named in the Adoption
Agreement, or any successors thereto.

               If the sponsor of this prototype is a bank, savings and loan,
trust company, credit union or similar institution, a person or entity other
than the prototype sponsor (or its affiliates or subsidiaries) may not serve as
Trustee without the written consent of the sponsor.

         1.81  "TRUST FUND" means the assets of the Plan and Trust as the same
shall exist from time to time.

         1.82  "VALUATION DATE" means the date or dates specified in the
Adoption Agreement. Regardless of any election to the contrary, the Valuation
Date shall include the Anniversary Date and may include any other date or dates
deemed necessary or appropriate by the Administrator for the valuation of
Participants' Accounts during the Plan Year, which may include any day that the
Trustee, any transfer agent appointed by the Trustee or the Employer, or any
stock exchange used by such agent, are open for business.

         1.83  "VESTED" means the nonforfeitable portion of any account
maintained on behalf of a Participant.

         1.84  "VOLUNTARY CONTRIBUTION ACCOUNT" means the account established
and maintained by the Administrator for each Participant with respect to such
Participant's total interest in the Plan resulting from the Participant's
after-tax voluntary Employee contributions made pursuant to Section 4.7.

               Amounts recharacterized as after-tax voluntary Employee
contributions pursuant to Section 12.5 shall remain subject to the limitations
of Section 12.2. Therefore, a separate accounting shall be maintained with
respect to that portion of the Voluntary Contribution Account attributable to
after-tax voluntary Employee contributions made pursuant to Section 4.8.

         1.85  "YEAR OF SERVICE" means the computation period of twelve (12)
consecutive months, herein set forth, and during which an Employee has completed
at least 1,000 Hours of Service (unless a lower number of Hours of Service is
specified in the Adoption Agreement).

               For purposes of eligibility for participation, the initial
computation period shall begin with the date on which the Employee first
performs an Hour of Service (employment commencement date). The initial
computation period beginning after a 1-Year Break in Service shall be measured
from the date on which an Employee again performs an Hour of Service. Unless
otherwise elected in the Adoption Agreement, the succeeding computation periods
shall begin on the anniversary of the Employee's employment commencement date.
However, unless otherwise elected in the Adoption Agreement, if one (1) Year of
Service or less is required as a condition of eligibility, then the computation
period after the initial computation period shall shift to the current Plan Year
which includes the anniversary of the date on which the Employee first performed
an Hour of Service, and subsequent computation periods shall be the Plan Year.
If there is a shift to the Plan Year, an Employee who is credited with the
number of Hours of Service to be credited with a Year of Service in both the
initial eligibility computation period and the first Plan Year which commences
prior to the first anniversary of the Employee's initial eligibility computation
period will be credited with two (2) Years of Service for purposes of
eligibility to participate.

               If two (2) Years of Service are required as a condition of
eligibility, a Participant will only have completed two (2) Years of Service for
eligibility purposes upon completing two (2) consecutive Years of Service
without an intervening 1-Year Break-in-Service.

               For vesting purposes, and all other purposes not specifically
addressed in this Section, the computation period shall be the period elected in
the Adoption Agreement. If no election is made in the Adoption Agreement, the
computation period shall be the Plan Year.


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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

               In determining Years of Service for purposes of vesting under the
Plan, Years of Service will be excluded as elected in the Adoption Agreement and
as specified in Section 3.5.

               Years of Service and 1-Year Breaks in Service for eligibility
purposes will be measured on the same eligibility computation period. Years of
Service and 1-Year Breaks in Service for vesting purposes will be measured on
the same vesting computation period.

               Years of Service with any Affiliated Employer shall be
recognized. Furthermore, Years of Service with any predecessor employer that
maintained this Plan shall be recognized. Years of Service with any other
predecessor employer shall be recognized as elected in the Adoption Agreement.

               In the event the method of crediting service is amended from the
Elapsed Time Method to the Hour of Service Method, an Employee will receive
credit for Years of Service equal to:

               (a) The number of Years of Service equal to the number of 1-year
         Periods of Service credited to the Employee as of the date of the
         amendment; and

               (b) In the computation period which includes the date of the
         amendment, a number of Hours of Service (using the Hours of Service
         equivalency method elected in the Adoption Agreement) to any fractional
         part of a year credited to the Employee under this Section as of the
         date of the amendment.

                                   ARTICLE II
                                 ADMINISTRATION

2.1      POWERS AND RESPONSIBILITIES OF THE EMPLOYER

               (a) In addition to the general powers and responsibilities
         otherwise provided for in this Plan, the Employer shall be empowered to
         appoint and remove the Trustee and the Administrator from time to time
         as it deems necessary for the proper administration of the Plan to
         ensure that the Plan is being operated for the exclusive benefit of the
         Participants and their Beneficiaries in accordance with the terms of
         the Plan, the Code, and the Act. The Employer may appoint counsel,
         specialists, advisers, agents (including any nonfiduciary agent) and
         other persons as the Employer deems necessary or desirable in
         connection with the exercise of its fiduciary duties under this Plan.
         The Employer may compensate such agents or advisers from the assets of
         the Plan as fiduciary expenses (but not including any business
         (settlor) expenses of the Employer), to the extent not paid by the
         Employer.

               (b) The Employer shall establish a "funding policy and method,"
         i.e., it shall determine whether the Plan has a short run need for
         liquidity (e.g., to pay benefits) or whether liquidity is a long run
         goal and investment growth (and stability of same) is a more current
         need, or shall appoint a qualified person to do so. If the Trustee has
         discretionary authority, the Employer or its delegate shall communicate
         such needs and goals to the Trustee, who shall coordinate such Plan
         needs with its investment policy. The communication of such a "funding
         policy and method" shall not, however, constitute a directive to the
         Trustee as to the investment of the Trust Funds. Such "funding policy
         and method" shall be consistent with the objectives of this Plan and
         with the requirements of Title I of the Act.

               (c) The Employer may appoint, at its option, an Investment
         Manager, investment adviser, or other agent to provide direction to the
         Trustee with respect to any or all of the Plan assets. Such appointment
         shall be given by the Employer in writing in a form acceptable to the
         Trustee and shall specifically identify the Plan assets with respect to
         which the Investment Manager or other agent shall have the authority to
         direct the investment.

               (d) The Employer shall periodically review the performance of any
         Fiduciary or other person to whom duties have been delegated or
         allocated by it under the provisions of this Plan or pursuant to
         procedures established hereunder. This requirement may be satisfied by
         formal periodic review by the Employer or by a qualified person
         specifically designated by the Employer, through day-to-day conduct and
         evaluation, or through other appropriate ways.

2.2      DESIGNATION OF ADMINISTRATIVE AUTHORITY

               The Employer may appoint one or more Administrators. If the
Employer does not appoint an Administrator, the Employer will be the
Administrator. Any person, including, but not limited to, the Employees of the
Employer, shall be eligible to serve as an Administrator. Any person so
appointed shall signify acceptance by filing written acceptance with the
Employer. An Administrator may resign by delivering a written resignation to the
Employer or be removed by the Employer by delivery of written notice of removal,
to take effect at a date specified therein, or upon delivery to the
Administrator if no date is specified. Upon the resignation or removal of an
Administrator, the Employer may designate in writing a successor to this
position.


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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

2.3      ALLOCATION AND DELEGATION OF RESPONSIBILITIES

               If more than one person is appointed as Administrator, the
responsibilities of each Administrator may be specified by the Employer and
accepted in writing by each Administrator. In the event that no such delegation
is made by the Employer, the Administrators may allocate the responsibilities
among themselves, in which event the Administrators shall notify the Employer
and the Trustee in writing of such action and specify the responsibilities of
each Administrator. The Trustee thereafter shall accept and rely upon any
documents executed by the appropriate Administrator until such time as the
Employer or the Administrators file with the Trustee a written revocation of
such designation.

2.4      POWERS AND DUTIES OF THE ADMINISTRATOR

               The primary responsibility of the Administrator is to administer
the Plan for the exclusive benefit of the Participants and their Beneficiaries,
subject to the specific terms of the Plan. The Administrator shall administer
the Plan in accordance with its terms and shall have the power and discretion to
construe the terms of the Plan and determine all questions arising in connection
with the administration, interpretation, and application of the Plan. Benefits
under this Plan will be paid only if the Administrator decides in its discretion
that the applicant is entitled to them. Any such determination by the
Administrator shall be conclusive and binding upon all persons. The
Administrator may establish procedures, correct any defect, supply any
information, or reconcile any inconsistency in such manner and to such extent as
shall be deemed necessary or advisable to carry out the purpose of the Plan;
provided, however, that any procedure, discretionary act, interpretation or
construction shall be done in a nondiscriminatory manner based upon uniform
principles consistently applied and shall be consistent with the intent that the
Plan continue to be deemed a qualified plan under the terms of Code Section
401(a), and shall comply with the terms of the Act and all regulations issued
pursuant thereto. The Administrator shall have all powers necessary or
appropriate to accomplish its duties under this Plan.

               The Administrator shall be charged with the duties of the general
administration of the Plan and the powers necessary to carry out such duties as
set forth under the terms of the Plan, including, but not limited to, the
following:

               (a) the discretion to determine all questions relating to the
         eligibility of an Employee to participate or remain a Participant
         hereunder and to receive benefits under the Plan;

               (b) the authority to review and settle all claims against the
         Plan, including claims where the settlement amount cannot be calculated
         or is not calculated in accordance with the Plan's benefit formula.
         This authority specifically permits the Administrator to settle, in
         compromise fashion, disputed claims for benefits and any other disputed
         claims made against the Plan;

               (c) to compute, certify, and direct the Trustee with respect to
         the amount and the kind of benefits to which any Participant shall be
         entitled hereunder;

               (d) to authorize and direct the Trustee with respect to all
         discretionary or otherwise directed disbursements from the Trust Fund;

               (e) to maintain all necessary records for the administration of
         the Plan;

               (f) to interpret the provisions of the Plan and to make and
         publish such rules for regulation of the Plan that are consistent with
         the terms hereof;

               (g) to determine the size and type of any Contract to be
         purchased from any Insurer, and to designate the Insurer from which
         such Contract shall be purchased;

               (h) to compute and certify to the Employer and to the Trustee
         from time to time the sums of money necessary or desirable to be
         contributed to the Plan;

               (i) to consult with the Employer and the Trustee regarding the
         short and long-term liquidity needs of the Plan in order that the
         Trustee can exercise any investment discretion (if the Trustee has such
         discretion), in a manner designed to accomplish specific objectives;

               (j) to prepare and implement a procedure for notifying
         Participants and Beneficiaries of their rights to elect Joint and
         Survivor Annuities and Pre-Retirement Survivor Annuities if required by
         the Plan, Code and Regulations thereunder;

               (k) to assist Participants regarding their rights, benefits, or
         elections available under the Plan;

               (1) to act as the named Fiduciary responsible for communicating
         with Participants as needed to maintain Plan compliance with Act
         Section 404(c) (if the Employer intends to comply with Act Section
         404(c)) including, but not limited to, the receipt and transmission of
         Participants' directions as to the investment of their accounts under
         the Plan and the formation of policies, rules, and procedures pursuant
         to which Participants may give investment instructions with respect to
         the investment of their accounts; and



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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

               (m) to determine the validity of, and take appropriate action
         with respect to, any qualified domestic relations order received by it.

2.5      RECORDS AND REPORTS

               The Administrator shall keep a record of all actions taken and
shall keep all other books of account, records, and other data that may be
necessary for proper administration of the Plan and shall be responsible for
supplying all information and reports to the Internal Revenue Service,
Department of Labor, Participants, Beneficiaries and others as required by law.

2.6      APPOINTMENT OF ADVISERS

               The Administrator may appoint counsel, specialists, advisers,
agents (including nonfiduciary agents) and other persons as the Administrator
deems necessary or desirable in connection with the administration of this Plan,
including but not limited to agents and advisers to assist with the
administration and management of the Plan, and thereby to provide, among such
other duties as the Administrator may appoint, assistance with maintaining Plan
records and the providing of investment information to the Plan's investment
fiduciaries and, if applicable, to Plan Participants.

2.7      INFORMATION FROM EMPLOYER

               The Employer shall supply full and timely information to the
Administrator on all pertinent facts as the Administrator may require in order
to perform its functions hereunder and the Administrator shall advise the
Trustee of such of the foregoing facts as may be pertinent to the Trustee's
duties under the Plan. The Administrator may rely upon such information as is
supplied by the Employer and shall have no duty or responsibility to verify such
information.

2.8      PAYMENT OF EXPENSES

               All expenses of administration may be paid out of the Trust Fund
unless paid by the Employer. Such expenses shall include any expenses incident
to the functioning of the Administrator, or any person or persons retained or
appointed by any Named Fiduciary incident to the exercise of their duties under
the Plan, including, but not limited to, fees of accountants, counsel,
Investment Managers, agents (including nonfiduciary agents) appointed for the
purpose of assisting the Administrator or Trustee in carrying out the
instructions of Participants as to the directed investment of their accounts (if
permitted) and other specialists and their agents, the costs of any bonds
required pursuant to Act Section 412, and other costs of administering the Plan.
Until paid, the expenses shall constitute a liability of the Trust Fund.

2.9      MAJORITY ACTIONS

               Except where there has been an allocation and delegation of
administrative authority pursuant to Section 2.3, if there is more than one
Administrator, then they shall act by a majority of their number, but may
authorize one or more of them to sign all papers on their behalf.

2.10     CLAIMS PROCEDURE

               Claims for benefits under the Plan may be filed in writing with
the Administrator. Written notice of the disposition of a claim shall be
furnished to the claimant within ninety (90) days after the application is
filed, or such period as is required by applicable law or Department of Labor
regulation. In the event the claim is denied, the reasons for the denial shall
be specifically set forth in the notice in language calculated to be understood
by the claimant, pertinent provisions of the Plan shall be cited, and, where
appropriate, an explanation as to how the claimant can perfect the claim will be
provided. In addition, the claimant shall be furnished with an explanation of
the Plan's claims review procedure.



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2.11     CLAIMS REVIEW PROCEDURE

               Any Employee, former Employee, or Beneficiary of either, who has
been denied a benefit by a decision of the Administrator pursuant to Section
2.10 shall be entitled to request the Administrator to give further
consideration to the claim by filing with the Administrator a written request
for a hearing. Such request, together with a written statement of the reasons
why the claimant believes such claim should be allowed, shall be filed with the
Administrator no later than sixty (60) days after receipt of the written
notification provided for in Section 2.10. The Administrator shall then conduct
a hearing within the next sixty (60) days, at which the claimant may be
represented by an attorney or any other representative of such claimant's
choosing and expense and at which the claimant shall have an opportunity to
submit written and oral evidence and arguments in support of the claim. At the
hearing (or prior thereto upon five (5) business days written notice to the
Administrator) the claimant or the claimant's representative shall have an
opportunity to review all documents in the possession of the Administrator,
which are pertinent to the claim at Issue and its disallowance. Either the
claimant or the Administrator may cause a court reporter to attend the hearing
and record the proceedings. In such event, a complete written transcript of the
proceedings shall be furnished to both parties by the court reporter. The full
expense of any such court reporter and such transcripts shall be borne by the
party causing the court reporter to attend the hearing. A final decision as to
the allowance of the claim shall be made by the Administrator within sixty (60)
days of receipt of the appeal (unless there has been an extension of sixty (60)
days due to special circumstances, provided the delay and the special
circumstances occasioning it are communicated to the claimant within the sixty
(60) day period). Such communication shall be written in a manner calculated to
be understood by the claimant and shall include specific reasons for the
decision and specific references to the pertinent Plan provisions on which the
decision is based. Notwithstanding the preceding, to the extent any of the time
periods specified in this Section are amended by law or Department of Labor
regulation, then the time frames speed herein shall automatically be changed in
accordance with such law or regulation.

               If the Administrator, pursuant to the claims review procedure,
makes a final written determination denying a Participants or Beneficiary's
benefit claim, then in order to preserve the claim, the Participant or
Beneficiary must file an action with respect to the denied claim not later than
one hundred eighty (180) days following the date of the Administrator's final
determination.

                                   ARTICLE III
                                   ELIGIBILITY

3.1      CONDITIONS OF ELIGIBILITY

               Any Eligible Employee shall be eligible to participate hereunder
on the date such Employee has satisfied the conditions of eligibility elected in
the Adoption Agreement.

3.2      EFFECTIVE DATE OF PARTICIPATION

               An Eligible Employee who has satisfied the conditions of
eligibility pursuant to Section 3.1 shall become a Participant effective as of
the date elected in the Adoption Agreement. If said Employee is not employed on
such date, but is reemployed before a 1-Year Break in Service has occurred, then
such Employee shall become a Participant on the date of reemployment or, if
later, the date that the Employee would have otherwise entered the Plan had the
Employee not terminated employment.

               Unless specifically provided otherwise in the Adoption Agreement,
an Eligible Employee who satisfies the Plan's eligibility requirement conditions
by reason of recognition of service with a predecessor employer will become a
Participant as of the day the Plan credits service with a predecessor employer
or, if later, the date the Employee would have otherwise entered the Plan had
the service with the predecessor employer been service with the Employer.

               If an Employee, who has satisfied the Plan's eligibility
requirements and would otherwise have become a Participant, shall go from a
classification of a noneligible Employee to an Eligible Employee, such Employee
shall become a Participant on the date such Employee becomes an Eligible
Employee or, if later, the date that the Employee would have otherwise entered
the Plan had the Employee always been an Eligible Employee.

               If an Employee, who has satisfied the Plan's eligibility
requirements and would otherwise become a Participant, shall go from a
classification of an Eligible Employee to a noneligible class of Employees, such
Employee shall become a Participant in the Plan on the date such Employee again
becomes an Eligible Employee, or, if later, the date that the Employee would
have otherwise entered the Plan had the Employee always been an Eligible
Employee. However, if such Employee incurs a 1-Year Break in Service,
eligibility will be determined under the Break in Service rules set forth in
Section 3.5.

3.3      DETERMINATION OF ELIGIBILITY

               The Administrator shall determine the eligibility of each
Employee for participation in the Plan based upon information furnished by the
Employer. Such determination shall be conclusive and binding upon all persons,
as long as the same is made pursuant to the Plan and the Act. Such determination
shall be subject to review pursuant to Section 2.11.



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3.4      TERMINATION OF ELIGIBILITY

               In the event a Participant shall go from a classification of an
Eligible Employee to an ineligible Employee, such Former Participant shall
continue to vest in the Plan for each Year of Service (or Period of Service, if
the Elapsed Time Method is used) completed while an ineligible Employee, until
such time as the Participant's Account is forfeited or distributed pursuant to
the terms of the Plan. Additionally, the Former Participant's interest in the
Plan shall continue to share in the earnings of tire Trust Fund in the same
manner as Participants.

3.5      REHIRED EMPLOYEES AND BREAKS IN SERVICE

               (a) If any Participant becomes a Former Participant due to
         severance from employment with the Employer and is reemployed by the
         Employer before a 1-Year Break in Service occurs, the Former
         Participant shall become a Participant as of the reemployment date.

               (b) If any Participant becomes a Former Participant due to
         severance from employment with the Employer and is reemployed after a
         1-Year Break in Service has occurred, Years of Service (or Periods of
         Service if the Elapsed Time Method is being used) shall include Years
         of Service (or Periods of Service if the Elapsed Time Method is being
         used) prior to the 1-Year Break in Service subject to the following
         rules:

               (1) In the case of a Former Participant who under the Plan does
               not have a nonforfeitable right to any interest in the Plan
               resulting from Employer contributions, Years of Service (or
               Periods of Service) before a period of I-Year Breaks in Service
               will not be taken into account if the number of consecutive
               1-Year Breaks in Service equals or exceeds the greater of (A)
               five (5) or (B) the aggregate number of pre-break Years of
               Service (or Periods of Service). Such aggregate number of Years
               of Service (or Periods of Service) will not include any Years of
               Service (or Periods of Service) disregarded under the preceding
               sentence by reason of prior 1-Year Breaks in Service;

               (2) A Former Participant who has not had Years of Service (or
               Periods of Service) before a 1-Year Break in Service disregarded
               pursuant to (1) above, shall participate in the Plan as of the
               date of reemployment, or if later, as of the date the Former
               Participant would otherwise enter the Plan pursuant to Sections
               3.1 and 3.2 taking into account all service not disregarded.

               (c) After a Former Participant who has severed employment with
         the Employer incurs five (5) consecutive 1-Year Breaks in Service, the
         Vested portion of such Former Participant's Account attributable to
         pre-break service shall not be increased as a result of post-break
         service. In such case, separate accounts will be maintained as follows:

               (1) one account for nonforfeitable benefits attributable to
               pre-break service; and

               (2) one account representing the Participant's Employer-derived
               account balance in the Plan attributable to post-break service.

               (d) If any Participant becomes a Former Participant due to
         severance of employment with the Employer and is reemployed by the
         Employer before five (5) consecutive 1-Year Breaks in Service, and such
         Former Participant had received a distribution of the entire Vested
         interest prior to reemployment, then the forfeited account shall be
         reinstated only if the Former Participant repays the full amount which
         had been distributed. Such repayment must be made before the earlier of
         five (5) years after the first date on which the Participant is
         subsequently reemployed by the Employer or the close of the first
         period of five (5) consecutive 1-Year Breaks in Service commencing
         after the distribution. If a distribution occurs for any reason other
         than a severance of employment, the time for repayment may not end
         earlier than five (5) years after the date of distribution. In the
         event the Former Participant does repay the full amount distributed,
         the undistributed forfeited portion of the Participant's Account must
         be restored in full, unadjusted by any gains or losses occurring
         subsequent to the Valuation Date preceding the distribution. The source
         for such reinstatement may be Forfeitures occurring during the Plan
         Year. If such source is insufficient, then the Employer will contribute
         an amount which is sufficient to restore the Participant's Account,
         provided, however, that if a discretionary contribution is made for
         such year, such contribution will fast be applied to restore any such
         accounts and the remainder shall be allocated in accordance with the
         terms of the Plan. If a non-Vested Former Participant was deemed to
         have received a distribution and such Former Participant is reemployed
         by the Employer before five (5) consecutive 1-Year Breaks in Service,
         then such Participant will be deemed to have repaid the deemed
         distribution as of the date of reemployment.

3.6      ELECTION NOT TO PARTICIPATE

               An Employee may, subject to the approval of the Employer, elect
voluntarily not to participate in the Plan. The election not to participate must
be irrevocable and communicated to the Employer, in writing, within a reasonable
period of time before the beginning of the first Plan Year. For standardized
Plans, a Participant or an Eligible Employee may not elect not to participate.



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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

3.7      CONTROL OF ENTITIES BY OWNER-EMPLOYEE

               Effective with respect to Plan Years beginning after December 31,
1996, if this Plan provides contributions or benefits for one or more
Owner-Employees, the contributions on behalf of any Owner-Employee shall be made
only with respect to the Earned Income for such Owner-Employee which is derived
from the trade or business with respect to which such Plan is established.

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1      FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

               (a) For a Money Purchase Plan:

               (1) The Employer will make contributions on the following basis.
               On behalf of each Participant eligible to share in allocations,
               for each year of such Participant's participation in this Plan,
               the Employer will contribute the amount elected in the Adoption
               Agreement. All contributions by the Employer will be made in
               cash. In the event a funding waiver is obtained, this Plan shall
               be deemed to be an individually designed plan.

               (2) Notwithstanding the foregoing, with respect to an Employer
               which is not a tax-exempt entity, the Employer's contribution for
               any Fiscal Year shall not exceed the maximum amount allowable as
               a deduction to the Employer under the provisions of Code Section
               404. However, to the extent necessary to provide the top heavy
               minimum allocations, the Employer shall make a contribution even
               if it exceeds the amount that is deductible under Code Section
               404.

               (b) For a Profit Sharing Plan:

               (1) For each Plan Year, the Employer may (or will in the case of
               a Prevailing Wage contribution) contribute to the Plan such
               amount as elected by the Employer in the Adoption Agreement.

               (2) Additionally. the Employer will contribute to the Plan the
               amount necessary, if any, to provide the top heavy minimum
               allocations, even if it exceeds current or accumulated Net Profit
               or the amount that is deductible under Code Section 404.

4.2      TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION

               Unless otherwise provided by contract or law, the Employer may
make its contribution to the Plan for a particular Plan Year at such time as the
Employer, in its sole discretion, determines. If the Employer makes a
contribution for a particular Plan Year after the close of that Plan Year, the
Employer will designate to the Administrator the Plan Year for which the
Employer is making its contribution.

4.3      ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

               (a) The Administrator shall establish and maintain an account in
               the name of each Participant to which the Administrator shall
               credit as of each Anniversary Date, or other Valuation Date, all
               amounts allocated to each such Participant as set forth herein.

               (b) The Employer shall provide the Administrator with all
               information required by the Administrator to make a proper
               allocation of the Employer's contribution, if any, for each Plan
               Year. Within a reasonable-period of time after the date of
               receipt by the Administrator of such information, the
               Administrator shall allocate any contributions as follows:

               (1) For a Money Purchase Plan (other than a Money Purchase Plan
               which is integrated by allocation):

                   (i) The Employer's contribution shall be allocated to each
                   Participant's Account in the manner set forth in Section 4.1
                   herein and as specified in the Adoption Agreement.

                   (ii) However, regardless of the preceding, a Participant
                   shall only be eligible to share in the allocations of the
                   Employer's contribution for the year if the conditions set
                   forth in the Adoption Agreement are satisfied, unless a top
                   heavy contribution is required pursuant to Section 4.3(f). If
                   no election is made in the Adoption Agreement, then a
                   Participant shall be eligible to share in the allocation of
                   the Employer's contribution for the year if the Participant
                   completes more than five hundred (500) Hours of Service (or
                   three (3) Months of Service if the Elapsed Time method is
                   chosen in the Adoption Agreement) during the Plan Year or who
                   is employed on the last day of the Plan Year. Furthermore,
                   with respect to a non-standardized Adoption Agreement,
                   regardless of any election in the Adoption Agreement to the
                   contrary, for the Plan Year in which this Plan terminates, a
                   Participant shall only be eligible to share in the allocation
                   of the Employer's contributions for the



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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

                   Plan Year if the Participant is employed at the end of the
                   Plan Year and has completed a Year of Service (or Period of
                   Service if the Elapsed Time Method is elected).

               (2) For an integrated Profit Sharing Plan allocation or a Money
               Purchase Plan which is integrated by allocation:

                   (i) Except as provided in Section 4.3(f) for top heavy
                   purposes and subject to the "Overall Permitted Disparity
                   Limits," the Employers contribution shall be allocated to
                   each Participant's Account in a dollar amount equal to 5.7%
                   of the sum of each Participant's Compensation plus Excess
                   Compensation. If the Employer does not contribute such amount
                   for all Participants, each Participant will be allocated a
                   share of the contribution in the same proportion that each
                   such Participant's Compensation plus Excess Compensation for
                   the Plan Year bears to the total Compensation plus the total
                   Excess Compensation of all Participants for that year.
                   However, in the case of any Participant who has exceeded the
                   "Cumulative Permitted Disparity Limit," the allocation set
                   forth in this paragraph shall be based on such Participant's
                   Compensation rather than Compensation plus Excess
                   Compensation.

                   Regardless of the preceding, 4.3% shall be substituted for
                   5.7% above if Excess Compensation is based on more than 20%
                   and less than or equal to 80% of the Taxable Wage Base. If
                   Excess Compensation is based on less than 100% and more than
                   80% of the Taxable Wage Base, then 5.4% shall be substituted
                   for 5.7% above.

                   (ii) The balance of the Employer's contribution over the
                   amount allocated above, if any, shall be allocated to each
                   Participant's Account in the same proportion that each such
                   Participant's Compensation for the Year bears to the total
                   Compensation of all Participants for such year.

                   (iii) However, regardless of the preceding, a Participant
                   shall only be eligible to share in the allocations of the
                   Employer's Contribution for the year if the conditions set
                   forth in the Adoption Agreement are satisfied, unless a
                   contribution is required pursuant to Section 4.3(f). If no
                   election is made in the Adoption Agreement, then a
                   Participant shall be eligible to share in the allocation of
                   the Employer's contribution for the year if the Participant
                   completes more than five hundred (500) Hours of Service (or
                   three (3) Months of Service if the Elapsed Time method is
                   chosen in the Adoption Agreement) during the Plan Year or who
                   is employed on the last day of the Plan Year. Furthermore,
                   with respect to a non-standardized Adoption Agreement,
                   regardless of any election in the Adoption Agreement to the
                   contrary, for the Plan Year in which this Plan terminates, a
                   Participant shall only be eligible to share in the allocation
                   of the Employer's contributions for the Plan Year if the
                   Participant is employed at the end of the Plan Year and has
                   completed a Year of Service (or Period of Service if the
                   Elapsed Time Method is elected).

               (3) For a Profit Sharing Plan with a non-integrated allocation
               formula or a Prevailing Wage contribution:

                   (i) The Employers contribution shall be allocated to each
                   Participant's Account in accordance with the allocation
                   method elected in the Adoption Agreement.

                   (ii) However, regardless of the preceding, a Participant
                   shall only be eligible to share in the allocations of the
                   Employer's contribution for the year if the conditions set
                   forth in the Adoption Agreement are satisfied, unless a top
                   heavy contribution is required pursuant to Section 4.3(f). If
                   no election is made in the Adoption Agreement, then a
                   Participant shall be eligible to share in the allocation of
                   the Employer's contribution for the year if the Participant
                   completes more than five hundred (500) Hours of Service (or
                   three (3) Months of Service if the Elapsed Time method is
                   chosen in the Adoption Agreement) during the Plan Year or who
                   is employed on the last day of the Plan Year. Furthermore,
                   with respect to a non-standardized Adoption Agreement,
                   regardless of any election in the Adoption Agreement to the
                   contrary, for the Plan Year in which this Plan terminates, a
                   Participant shall only be eligible to share in the allocation
                   of the Employer's contributions for the Plan Year if the
                   Participant is employed at the end of the Plan Year and has
                   completed a Year of Service (or Period of Service if the
                   Elapsed Time Method is elected).

               (4) "Overall Permitted Disparity Limits":

                   "Annual Overall Permitted Disparity Limit": Notwithstanding
                   the preceding paragraphs, if in any Plan Year this Plan
                   "benefits" any Participant who "benefits" under another
                   qualified plan or simplified employee pension, as defined in
                   Code Section 408(k), maintained by the Employer that either
                   provides for or imputes permitted disparity (integrates),
                   then such plans will be considered to be one plan and will be
                   considered to comply with the permitted disparity rules if
                   the extent of the permitted disparity of all such plans does
                   not exceed 100%. For purposes of the preceding sentence, the
                   extent of the permitted disparity of a plan is the ratio,
                   expressed as a percentage, which the actual benefits, benefit
                   rate, offset rate, or employer contribution rate, whatever is
                   applicable under



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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

                   the Plan, bears to the limitation under Code Section 401(1)
                   applicable to such Plan. Notwithstanding the foregoing, if
                   the Employer maintains two or more standardized paired plans,
                   only one plan may provide for permitted disparity.

                   "Cumulative Permitted Disparity Limit": With respect to a
                   Participant who "benefits" or "has benefited" under a defined
                   benefit or target benefit plan of the Employer, effective for
                   Plan Years beginning on or after January 1, 1994, the
                   cumulative permitted disparity limit for the Participant is
                   thirty-five (35) total cumulative permitted disparity years.
                   Total cumulative permitted disparity years means the number
                   of years credited to the Participant for allocation or
                   accrual purposes under the Plan, any other qualified plan or
                   simplified employee pension plan (whether or not terminated)
                   ever maintained by the Employer, while such plan either
                   provides for or imputes permitted disparity. For purposes of
                   determining the Participant's cumulative permitted disparity
                   limit, all years ending in the same calendar year are treated
                   as the same year. If the Participant has not "benefited"
                   under a defined benefit or target benefit plan which neither
                   provides for nor imputes permitted disparity for any year
                   beginning on or after January 1, 1994, then such Participant
                   has no cumulative disparity limit.

                   For purposes of this Section, "benefiting" means benefiting
                   under the Plan for any Plan Year during which a Participant
                   received or is deemed to receive an allocation in accordance
                   with Regulation 1.410(b)-3(a).

               (c) Except as otherwise elected in the Adoption Agreement or as
         provided in Section 4.10 with respect to Participant Directed Accounts,
         as of each Valuation Date, before allocation of any Employer
         contributions and Forfeitures, any earnings or losses (net appreciation
         or net depreciation) of the Trust Fund (exclusive of assets segregated
         for distribution) shall be allocated in the same proportion that each
         Participant's and Former Participant's nonsegregated accounts bear to
         the total of all Participants' and Former Participants' nonsegregated
         accounts as of such date. If any nonsegregated account of a Participant
         has been distributed prior to the Valuation Date subsequent to a
         Participant's termination of employment, no earnings or losses shall be
         credited to such account.

               (d) Participants' Accounts shall be debited for any insurance or
         annuity premiums paid, if any, and credited with any dividends or
         interest received on Contracts.

               (e) On or before each Anniversary Date, any amounts which became
         Forfeitures since the last Anniversary Date may be made available to
         reinstate previously forfeited account balances of Former Participants,
         if any, in accordance with Section 3.5(d) or used to satisfy any
         contribution that may be required pursuant to Section 6.9. The
         remaining Forfeitures, if any, shall be treated in accordance with the
         Adoption Agreement. If no election is made in the Adoption Agreement,
         any remaining Forfeitures will be used to reduce any future Employer
         contributions under the Plan. However, if the Plan provides for an
         integrated allocation, then any remaining Forfeitures will be added to
         the Employer's contributions under the Plan. Regardless of the
         preceding sentences, in the event the allocation of Forfeitures
         provided herein shall cause the "Annual Additions" (as defined in
         Section 4.4) to any Participant's Account to exceed the amount
         allowable by the Code, an adjustment shall be made in accordance with
         Section 4.5. Except, however, a Participant shall only be eligible to
         share in the allocations of Forfeitures for the year if the conditions
         set forth in the Adoption Agreement are satisfied, unless a top heavy
         contribution is required pursuant to Section 4.3(f). If no election is
         made in the Adoption Agreement, then a Participant shall be eligible to
         share in the allocation of the Employer's contribution for the year if
         the Participant completes more than five hundred (500) Hours of Service
         (or three (3) Months of Service if the Elapsed Time method is chosen in
         the Adoption Agreement) during the Plan Year or who is employed on the
         last day of the Plan Year.

               (f) Minimum Allocations Required for Top Heavy Plan Years:
         Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of
         the Employer's contributions and Forfeitures allocated to the
         Participant's Combined Account of each Non-Key Employee shall be equal
         to at least three percent (3%) of such Non-Key Employee's 415
         Compensation (reduced by contributions and forfeitures, if any,
         allocated to each Non-Key Employee in any defined contribution plan
         included with this Plan in a "required aggregation group" (as defined
         in Section 9.2(f)). However, if (i) the sum of the Employer's
         contributions and Forfeitures allocated to the Participant's Combined
         Account of each Key Employee for such Top Heavy Plan Year is less than
         three percent (3%) of each Key Employee's 415 Compensation and (ii)
         this Plan is not required to be included in a "required aggregation
         group" (as defined in Section 9.2(f)) to enable a defined benefit plan
         to meet the requirements of Code Section 401(a)(4) or 410, the sum of
         the Employer's contributions and Forfeitures allocated to the
         Participant's Combined Account of each Non-Key Employee shall be equal
         to the largest percentage allocated to the Participant's Combined
         Account of any Key Employee.

                   However, for each Non-Key Employee who is a Participant in a
paired Profit Sharing Plan or 401(k) Profit Sharing Plan and a paired Money
Purchase Plan, the minimum three percent (3%) allocation specified above shall
be provided in the Money Purchase Plan.


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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

                   If this is an integrated Plan, then for any Top Heavy Plan
Year the Employer's contribution shall be allocated is follows and shall still
be required to satisfy the other provisions of this subsection:

               (1) An amount equal to three percent (3%) multiplied by each
               Participant's Compensation for the Plan Year shall be allocated
               to each Participant's Account. If the Employer does not
               contribute such amount for all Participants, the amount shall be
               allocated to each Participant's Account in the same proportion
               that such Participant's total Compensation for the Plan Year
               bears to the total Compensation of all Participants for such
               year.

               (2) The balance of the Employer's contribution over the amount
               allocated tinder subparagraph (1) hereof shall be allocated to
               each Participant's Account in a dollar amount equal to three
               percent (3%) multiplied by a Participant's Excess Compensation.
               If the Employer does not contribute such amount for all
               Participants, each Participant will be allocated a share of the
               contribution in the same proportion that such Participant's
               Excess Compensation bears to the total Excess Compensation of all
               Participants for that year. For purposes of this paragraph, in
               the case of any Participant who has exceeded the cumulative
               permitted disparity limit described in Section 4.3(b)(4), such
               Participant's total Compensation will be taken into account.

               (3) The balance of the Employers contribution over the amount
               allocated under subparagraph (2) hereof shall be allocated to
               each Participant's Account in a dollar amount equal to 2.7%
               multiplied by the sum of each Participant's total Compensation
               plus Excess Compensation. If the Employer does not contribute
               such amount for all Participants, each Participant will be
               allocated a share of the contribution in the same proportion that
               such Participant's total Compensation plus Excess Compensation
               for the Plan Year bears to the total Compensation plus Excess
               Compensation of all Participants for that year. For purposes of
               this paragraph, in the case of any Participant who has exceeded
               the cumulative permitted disparity limit described in Section
               4.3(b)(4), such Participant's total Compensation rather than
               Compensation plus Excess Compensation will be taken into account.

               Regardless of the preceding, 1.3% shall be substituted for 2.7%
               above if Excess Compensation is based on more than 20% and less
               than or equal to 80% of the Taxable Wage Base. If Excess
               Compensation is based on less than 100% and more than 80% of the
               Taxable Wage Base, then 2.4% shall be substituted for 2.7% above.

               (4) The balance of the Employer's contributions over the amount
               allocated above, if any, shall be allocated to each Participant's
               Account in the same proportion that such Participant's total
               Compensation for the Plan Year bears to the total Compensation of
               all Participants for such year.

               For each Non-Key Employee who is a Participant in this Plan and
         another non-paired defined contribution plan maintained by the
         Employer, the minimum three percent (3%) allocation specified above
         shall be provided as specified in the Adoption Agreement.

               (g) For purposes of the minimum allocations set forth above, the
         percentage allocated to the Participant's Combined Account of any Key
         Employee shall be equal to the ratio of the sum of the Employer's
         contributions and Forfeitures allocated on behalf of such Key Employee
         divided by the 415 Compensation for such Key Employee.

               (h) For any Top Heavy Plan Year, the minimum allocations set
         forth in this Section shall be allocated to the Participant's Combined
         Account of all Non-Key Employees who are Participants and who are
         employed by the Employer on the last day of the Plan Year, including
         Non-Key Employees who have (1) failed to complete a Year of Service; or
         (2) declined to make mandatory contributions (if required) or, in the
         case of a cash or deferred arrangement, Elective Deferrals to the Plan.

               (i) Notwithstanding anything herein to the contrary, in any Plan
         Year in which the Employer maintains both this Plan and a defined
         benefit, pension plan included in a "required aggregation group" (as
         defined in Section 9.2(f)) which is top heavy, the Employer will not be
         required (unless otherwise elected in the Adoption Agreement) to
         provide a Non-Key Employee with both the full separate minimum defined
         benefit plan benefit and the full separate defined contribution plan
         allocations. In such case, the top heavy minimum benefits will be
         provided as elected in the Adoption Agreement and, if applicable, as
         follows:

               (1) If the 5% defined contribution minimum is elected in the
               Adoption Agreement:

                   (i) The requirements of Section 9.1 will apply except that
                   each Non-Key Employee who is a Participant in the Profit
                   Sharing Plan or Money Purchase Plan and who is also a
                   Participant in the Defined Benefit Plan will receive a
                   minimum allocation of five percent (5%) of such Participant's
                   415 Compensation from the applicable defined contribution
                   plan(s).

                   (ii) For each Non-Key Employee who is a Participant only in
                   the Defined Benefit Plan the Employer will provide a minimum
                   non-integrated benefit equal to two percent (2%) of such



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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

                   Participant's highest five (5) consecutive year average 415
                   Compensation for each Year of Service while a participant in
                   the plan, in which the Plan is top heavy, not to exceed ten
                   (10).

                   (iii) For each Non-Key Employee who is a Participant only in
                   this defined contribution plan, the Employer will provide a
                   minimum allocation equal to three percent (3%) of such
                   Participant's 415 Compensation.

               (2) If the 2% defined benefit minimum is elected in the Adoption
               Agreement, then for each Non-Key Employee who is a Participant
               only in the defined benefit plan, the Employer will provide a
               minimum non-integrated benefit equal to two percent (2%) of such
               Participant's highest five (5) consecutive year average of 415
               Compensation for each Year of Service while a participant in the
               plan, in which the Plan is top heavy, not to exceed ten (10).

               (j) For the purposes of this Section, 415 Compensation will be
         limited to the same dollar limitations set forth in Section 1.11
         adjusted in such manner as permitted under Code Section 415(d).

               (k) Notwithstanding anything in this Section to the contrary, all
         information necessary to properly reflect a given transaction may not
         be available until after the date specified herein for processing such
         transaction, in which case the transaction will be reflected when such
         information is received and processed. Subject to express limits that
         may be imposed under the Code, the processing of any contribution,
         distribution or other transaction may be delayed for any legitimate
         business reason (including, but not limited to, failure of systems or
         computer programs, failure of the means of the transmission of data,
         force majeure, the failure of a service provider to timely receive
         values or prices, and correction for errors or omissions or the errors
         or omissions of any service provider). The processing date of a
         transaction will be binding for all purposes of the Plan.

               (l) Notwithstanding anything in this Section to the contrary, the
         provisions of this subsection apply for any Plan Year if, in the
         non-standardized Adoption Agreement, the Employer elected to apply the
         410(b) ratio percentage failsafe provisions and the Plan fails to
         satisfy the "ratio percentage test" due to a last day of the Plan Year
         allocation condition or an Hours of Service (or months of service)
         allocation condition. A plan satisfies the "ratio percentage test" if,
         on the last day of the Plan Year, the "benefiting ratio" of the
         Non-Highly Compensated Employees who are "includible" is at least 70%
         of the "benefiting ratio" of the Highly Compensated Employees who are
         "includible." The "benefiting ratio" of the Non-Highly Compensated
         Employees is the number of "includible" Non-Highly Compensated
         Employees "benefiting" under the Plan divided by the number of
         "includible" Employees who are Non-Highly Compensated Employees. The
         "benefiting ratio" of the Highly Compensated Employees is the number of
         Highly Compensated Employees "benefiting" under the Plan divided by the
         number of "includible" Highly Compensated Employees. "Includible"
         Employees are all Employees other than: (1) those Employees excluded
         from participating in the plan for the entire Plan Year by reason of
         the collective bargaining unit exclusion or the nonresident alien
         exclusion described in the Code or by reason of the age and service
         requirements of Article III; and (2) any Employee who incurs a
         separation from service during the Plan Year and fails to complete at
         least 501 Hours of Service (or three (3) months of service if the
         Elapsed Time Method is being used) during such Plan Year.

               For purposes of this subsection, an Employee is "benefiting"
         under the Plan on a particular date if, under the Plan, the Employee is
         entitled to an Employer contribution or an allocation of Forfeitures
         for the Plan Year.

               If this subsection applies, then the Administrator will suspend
         the allocation conditions for the "includible" Non-Highly Compensated
         Employees who are Participants, beginning first with the "includible"
         Employees employed by the Employer on the last day of the Plan Year,
         then the "includible" Employees who have the latest separation from
         service during the Plan Year, and continuing to suspend the allocation
         conditions for each "includible" Employee who incurred an earlier
         separation from service, from the latest to the earliest separation
         from service date, until the Plan satisfies the "ratio percentage test"
         for the Plan Year. If two or more "includible" Employees have a
         separation from service on the same day, then the Administrator will
         suspend the allocation conditions for all such "includable" Employees,
         irrespective of whether the Plan can satisfy the "ratio percentage
         test" by accruing benefits for fewer than all such "includible"
         Employees. If the Plan for any Plan Year suspends the allocation
         conditions for an "includible" Employee, then that Employee will share
         in the allocation for that Plan Year of the Employer contribution and
         Forfeitures, if any, without regard to whether the Employee has
         satisfied the other allocation conditions set forth in this Section.

4.4      MAXIMUM ANNUAL ADDITIONS

               (a)(1) If a Participant does not participate in, and has never
         participated in another qualified plan maintained by the Employer, or a
         welfare benefit fund (as defined in Code Section 419(e)) maintained by
         the Employer, or an individual medical account (as defined in Code
         Section 415(1)(2)) maintained by the Employer, or a simplified employee
         pension (as defined in Code Section 408(k)) maintained by the Employer
         which provides "Annual Additions," the amount of "Annual Additions"
         which may be credited to the Participant's accounts for any Limitation
         Year shall not exceed the lesser of the "Maximum Permissible Amount" or
         any other limitation contained in this Plan. If the Employer
         contribution that would otherwise be contributed or allocated to the
         Participant's accounts would cause the "Annual Additions" for the
         Limitation Year to exceed the "Maximum Permissible Amount," the amount
         contributed or allocated will be reduced so that the "Annual Additions"
         for the Limitation Year will equal the "Maximum


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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

         Permissible Amount," and any amount in excess of the "Maximum
         Permissible Amount" which would have been allocated to such Participant
         may be allocated to other Participants.

               (2) Prior to determining the Participant's actual 415
               Compensation for the Limitation Year, the Employer may determine
               the "Maximum Permissible Amount" for a Participant on the basis
               of a reasonable estimation of the Participants 415 Compensation
               for the Limitation Year, uniformly determined for all
               Participants similarly situated.

               (3) As soon as is administratively feasible after the end of the
               Limitation Year the "Maximum Permissible Amount" for such
               Limitation Year shall be determined on the basis of the
               Participant's actual 415 Compensation for such Limitation Year.

               (b)(1) This subsection applies if, in addition to this Plan, a
         Participant is covered under another qualified defined contribution
         plan maintained by the Employer that is a "Master or Prototype Plan," a
         welfare benefit fund (as defined in Code Section 419(e)) maintained by
         the Employer, an individual medical account (as defined in Code Section
         415(1)(2)) maintained by the Employer, or a simplified employee pension
         (as defined in Code Section 408(k)) maintained by the Employer, which
         provides "Annual Additions," during any Limitation Year. The "Annual
         Additions" which may be credited to a Participant's accounts under this
         Plan for any such Limitation Year shall not exceed the "Maximum
         Permissible Amount" reduced by the "Annual Additions" credited to a
         Participant's accounts under the other plans and welfare benefit funds,
         individual medical accounts, and simplified employee pensions for the
         same Limitation Year. If the "Annual Additions" with respect to the
         Participant under other defined contribution plans and welfare benefit
         funds maintained by the Employer are less than the "Maximum Permissible
         Amount" and the Employer contribution that would otherwise be
         contributed or allocated to the Participant's accounts under this Plan
         would cause the "Annual Additions" for the Limitation Year to exceed
         this limitation, the amount contributed or allocated will be reduced so
         that the "Annual ADDITIONS" under all such plans and welfare benefit
         funds for the Limitation Year will equal the "Maximum Permissible
         Amount," and any amount in excess of the "Maximum Permissible Amount"
         which would have been allocated to such Participant may be allocated to
         other Participants. If the "Annual Additions" with respect to the
         Participant under such other defined contribution plans, welfare
         benefit funds, individual medical accounts and simplified employee
         pensions in the aggregate are equal to or greater than the "Maximum
         Permissible Amount," no amount will be contributed or allocated to the
         Participant's account under this Plan for the Limitation Year.

               (2) Prior to determining the Participant's actual 415
               Compensation for the Limitation Year, the Employer may determine
               the "Maximum Permissible Amount" for a Participant on the basis
               of a reasonable estimation of the Participant's 415 Compensation
               for the Limitation Year, uniformly determined for all
               Participants similarly situated.

               (3) As soon as is administratively feasible after the end of the
               Limitation Year, the "Maximum Permissible Amount" for the
               Limitation Year will be determined on the basis of the
               Participant's actual 415 Compensation for the Limitation Year.

               (4) If, pursuant to Section 4.4(b)(2) or Section 4.5, a
               Participant's "Annual Additions" under this Plan and such other
               plans would result in an "Excess Amount" for a Limitation Year,
               the "Excess Amount" will be deemed to consist of the "Annual
               Additions" last allocated, except that "Annual Additions"
               attributable to a simplified employee pension will be deemed to
               have been allocated first, followed by "Annual Additions" to a
               welfare benefit fund or individual medical account, and then by
               "Annual Additions" to a plan subject to Code Section 412,
               regardless of the actual allocation date.

               (5) If an "Excess Amount" was allocated to a Participant on an
               allocation date of this Plan which coincides with an allocation
               date of another plan, the "Excess Amount" attributed to this Plan
               will be the product of:

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

                   (ii) the ratio of (1) the "Annual Additions" allocated to the
                   Participant for the Limitation Year as of such date under
                   this Plan to (2) the total "Annual Additions" allocated to
                   the Participant for the Limitation Year as of such date under
                   this and all the other qualified defined contribution plans.

               (6) Any "Excess Amount" attributed to this Plan will be disposed
               of in the manner described in Section 4.5.

               (c) If the Participant is covered under another qualified defined
         contribution plan maintained by the Employer which is not a "Master or
         Prototype Plan," "Annual Additions" which may be credited to the
         Participant's Combined Account under this Plan for any Limitation Year
         will be limited in accordance with Section 4.4(b), unless the Employer
         provides other limitations in the Adoption Agreement.

               (d) For any Limitation Year beginning prior to the date the Code
         Section 415(e) limits are repealed with respect to this Plan (as
         specified in the Adoption Agreement for the GUST transitional rules),
         if the Employer



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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

         maintains, or at any time maintained, a qualified defined benefit plan
         covering any Participant in this Plan, then the sum of the
         Participant's "Defined Benefit Plan Fraction" and "Defined Contribution
         Plan Fraction" may not exceed 1.0. In such event, the rate of accrual
         in the defined benefit plan will be reduced to the extent necessary so
         that the sum of the "Defined Contribution Fraction" and "Defined
         Benefit Fraction" will equal 1.0. However, in the Adoption Agreement
         the Employer may specify an alternative method under which the plans
         involved will satisfy the limitations of Code Section 415(e), including
         increased top heavy minimum benefits so that the combined limitation is
         1.25 rather than 1.0.

               (e) For purposes of applying the limitations of Code Section 415,
         the transfer of funds from one qualified plan to another is not an
         "Annual Addition." In addition, the following are not Employee
         contributions for the purposes of Section 4.4(f)(1)(b): (1) rollover
         contributions (as defined in Code Sections 402(c), 403(a)(4), 403(b)(8)
         and 408(d)(3)); (2) repayments of loans made to a Participant from the
         Plan; (3) repayments of distributions received by an Employee pursuant
         to Code Section 411(a)(7)(B) (cash-outs); (4) repayments of
         distributions received by an Employee pursuant to Code Section
         411(a)(3)(D) (mandatory contributions); and (5) Employee contributions
         to a simplified employee pension excludable from gross income under
         Code Section 408(k)(6).

               (f) For purposes of this Section, the following terms shall be
         defined as follows:

               (1) "Annual Additions" means the sum credited to a Participant's
               accounts for any Limitation Year of (a) Employer contributions,
               (b) Employee contributions (except as provided below), (c)
               forfeitures, (d) amounts allocated, after March 31, 1984, to an
               individual medical account, as defined in Code Section 415(1)(2),
               which is part of a pension or annuity plan maintained by the
               Employer, (e) amounts derived from contributions paid or accrued
               after December 31, 1985, in taxable years ending after such date,
               which are attributable to post-retirement medical benefits
               allocated to the separate account of a key employee (as defined
               in Code Section 419A(d)(3)) under a welfare benefit fund (as
               defined in Code Section 419(e)) maintained by the Employer and
               (f) allocations under a simplified employee pension. Except,
               however, the Compensation percentage limitation referred to in
               paragraph (f)(9)(ii) shall not apply to: (1) any contribution for
               medical benefits (within the meaning of Code Section 419A(f)(2))
               after separation from service which is otherwise treated as an
               "Annual Addition," or (2) any amount otherwise treated as an
               "Annual Addition" under Code Section 415(1)(1). Notwithstanding
               the foregoing, for Limitation Years beginning prior to January 1,
               1987, only that portion of Employee contributions equal to the
               lesser of Employee contributions in excess of six percent (6%) of
               415 Compensation or one-half of Employee contributions shall be
               considered an "Annual Addition."

                   For this purpose, any Excess Amount applied under Section 4.5
               in the Limitation Year to reduce Employer contributions shall be
               considered "Annual Additions" for such Limitation Year.

               (2) "Defined Benefit Fraction" means a fraction, the numerator of
               which is the sum of the Participant's "Projected Annual Benefits"
               under all the defined benefit plans (whether or not terminated)
               maintained by the Employer, and the denominator of which is the
               lesser of one hundred twenty-five percent (125%) of the dollar
               limitation determined for the Limitation Year under Code Sections
               415(b(1)(A) as adjusted by Code Section 415(d) or one hundred
               forty percent (140%) of the "Highest Average Compensation"
               including any adjustments under Code Section 415(b).

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

                   Notwithstanding the foregoing, for any Top Heavy Plan Year,
               one hundred percent (100%) shall be substituted for one hundred
               twenty-five percent (125%) unless the extra top heavy minimum
               allocation or benefit is being made pursuant to the Employer's
               specification in the Adoption Agreement. However, for any Plan
               Year in which this Plan is a Super Top Heavy Plan, one hundred
               percent (100%) shall always be substituted for one hundred
               twenty-five percent (125%).

               (3) Defined Contribution Dollar Limitation means $30,000 as
               adjusted under Code Section 415(d).

               (4) Defined Contribution Fraction means a fraction, the numerator
               of which is the sum of the "Annual Additions" to the
               Participant's accounts under all the defined contribution plans
               (whether or not terminated) maintained by the Employer for the
               current and all prior "Limitation Years," (including the "Annual
               Additions" attributable to the Participant's nondeductible
               voluntary employee contributions to any defined benefit plans,
               whether or not terminated, maintained by the Employer and the
               "Annual Additions" attributable to all welfare benefit funds.(as
               defined in Code Section 419(e)), individual medical accounts (as
               defined in Code Section 415(1)(2)), and simplified employee
               pensions (as defined in Code Section 408(k)) maintained by the
               Employer), and the denominator of which is the sum of the
               "Maximum Aggregate



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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

               Amounts" for the current and all prior Limitation Years in which
               the Employee had service with the Employer (regardless of whether
               a defined contribution plan was maintained by the Employer). The
               maximum aggregate amount in any Limitation Year is the lesser of
               one hundred twenty-five percent (125%) of the dollar limitation
               determined under Code Section 415(c)(1)(A) as adjusted by Code
               Section 415(d) or thirty-five percent (35%) of the Participant's
               415 Compensation for such year.

                   If the Employee was a Participant as of the end of the first
               day of the first Limitation Year beginning after December 31,
               1986, in one or more defined contribution plans maintained by the
               Employer which were in existence on May 5, 1986, the numerator of
               this fraction will be adjusted if the sum of this fraction and
               the "Defined Benefit Fraction" would otherwise exceed 1.0 under
               the terms of this Plan. Under the adjustment, an amount equal to
               the product of (1) the excess of the sum of the fractions over
               1.0 times (2) the denominator of this fraction, will be
               permanently subtracted from the numerator of this fraction. The
               adjustment is calculated using the fractions as they would be
               computed as of the end of the last Limitation Year beginning
               before January 1, 1987, and disregarding any changes in the terms
               and conditions of the plan made after May 5, 1986, but using the
               Code Section 415 limitation applicable to the first Limitation
               Year beginning on or after January 1, 1987.

                   For Limitation Years beginning prior to January 1, 1987, the
               "Annual Additions" shall not be recomputed to treat all Employee
               contributions as "Annual Additions."

                   Notwithstanding the foregoing, for any Top Heavy Plan Year,
               one hundred percent (100%) shall be substituted for one hundred
               twenty-five percent (125%) unless the extra top heavy minimum
               allocation or benefit is being made pursuant to the Employer's,
               specification in the Adoption Agreement. However, for any Plan
               Year in which this Plan is a Super Top Heavy Plan, one hundred
               percent (100%) shall always be substituted for one hundred
               twenty-five percent (125%).

               (5) "Employer" means the Employer that adopts this Plan and all
               Affiliated Employers, except that for purposes of this Section,
               the determination of whether an entity is an Affiliated Employer
               shall be made by applying Code Section 415(h).

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

               (7) "Highest Average Compensation" means the average Compensation
               for the three (3) consecutive Years of Service with the Employer
               while a Participant in the Plan that produces the highest
               average. A Year of Service with the Employer is the twelve (12)
               consecutive month period ending on the last day of the Limitation
               Year.

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

               (9) "Maximum Permissible Amount" means the maximum Annual
               Addition that may be contributed or allocated to a Participant's
               accounts under the Plan for any "Limitation Year," which shall
               not exceed the lesser of:

                   (i)  the "Defined Contribution Dollar Limitation," or

                   (ii) twenty-five percent (25%) of the Participant's 415
                   Compensation for the "Limitation Year."

                        The Compensation Limitation referred to in (ii) shall
                   not apply to any contribution for medical benefits (within
                   the meaning of Code Sections 401 (h) or 419A(f)(2)) which is
                   otherwise treated as an "Annual Addition."

                        If a short Limitation Year is created because of an
                   amendment changing the Limitation Year to a different twelve
                   (12) consecutive month period, the "Maximum Permissible
                   Amount" will not exceed the "Defined Contribution Dollar
                   Limitation" multiplied by a fraction, the numerator of which
                   is the number of months in the short Limitation Year and the
                   denominator of which is twelve (12).

               (10) "Projected Annual Benefit" means the annual retirement
               benefit (adjusted to an actuarially equivalent "straight life
               annuity" if such benefit is expressed in a form other than a
               "straight life annuity" or qualified joint and survivor annuity)
               to which the Participant would be entitled under the terms of the
               plan assuming:

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



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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

                   (ii) the Participant's 415 Compensation for the current
                   Limitation Year and all other relevant factors used to
                   determine benefits under the Plan will remain constant for
                   all future Limitation Years.

               For purposes of this subsection, "straight life annuity" means an
               annuity that is payable in equal installments for the life of the
               Participant that terminates upon the Participant's death.

               (g) Notwithstanding anything contained in this Section to the
         contrary, the limitations, adjustments and other requirements
         prescribed in this Section shall at all times comply with the
         provisions of Code Section 415 and the Regulations thereunder.

4.5      ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

               Allocation of "Annual Additions" (as defined in Section 4.4) to a
Participant's Combined Account for a Limitation Year generally will cease once
the limits of Section 4.4 have been reached for such Limitation Year. However,
if as a result of the allocation of Forfeitures, a reasonable error in
estimating a Participant's annual 415 Compensation, a reasonable error in
determining the amount of elective deferrals (within the meaning of Code Section
402(g)(3)) that may be made with respect to any Participant under the limits of
Section 4.4, or other facts and circumstances to which Regulation 1.415-6(b)(6)
shall be applicable, the "Annual Additions" under this Plan would cause the
maximum provided in Section 4.4 to be exceeded, the "Excess Amount" will be
disposed of in one of the following manners, as uniformly determined by the Plan
Administrator for all Participants similarly situated:

               (a) Any after-tax voluntary Employee contributions (plus
         attributable gains), to the extent they would reduce the Excess Amount,
         will be distributed to the Participant;

               (b) If, after the application of subparagraph (a), an "Excess
         Amount" still exists, any unmatched Elective Deferrals (and for
         Limitation Years beginning after December 31, 1995, any gains
         attributable to such Elective Deferrals) to the extent they would
         reduce the Excess Amount, will be distributed to the Participant;

               (c) To the extent necessary, matched Elective Deferrals and
         Employer matching contributions will be proportionately reduced from
         the Participant's Account. The Elective Deferrals (and for Limitation
         Years beginning after December 31, 1995, any gains attributable to such
         Elective Deferrals) will be distributed to the Participant and the
         Employer matching contributions (and for Limitation Years beginning
         after December 31, 1995, any gains attributable to such matching
         contributions) will be used to reduce the Employer's contributions in
         the next Limitation Year;

               (d) If, after the application of subparagraphs (a), (b) and (c),
         an "Excess Amount" still exists, and the Participant is covered by the
         Plan at the end of the Limitation Year, the "Excess Amount" in the
         Participant's Account will be used to reduce Employer contributions
         (including any allocation of Forfeitures) for such Participant in the
         next Limitation Year, and each succeeding Limitation Year if necessary;

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

               (f) If a suspense account is in existence at any time during a
         Limitation Year pursuant to this Section, no investment gains and
         losses shall be allocated to such suspense account. If a suspense
         account is in existence at any time during a particular Limitation
         Year, all amounts in the suspense account must be allocated and
         reallocated to Participants' Accounts before any Employer contributions
         or any Employee contributions may be made to the Plan for that
         Limitation Year. Except as provided in (a), (b) and (c) above, "Excess
         Amounts" may not be distributed to Participants or Former Participants.

4.6      ROLLOVERS

               (a) If elected in the Adoption Agreement and with the consent of
         the Administrator, the Plan may accept a "rollover," provided the
         "rollover" will not jeopardize the tax-exempt status of the Plan or
         create adverse tax consequences for the Employer. The amounts rolled
         over shall be set up in a separate account herein referred to as a
         "Participant's Rollover Account." Such account shall be fully Vested at
         all times and shall not be subject to forfeiture for any reason. For
         purposes of this Section, the term Participant shall include any
         Eligible Employee who is not yet a Participant, if, pursuant to the
         Adoption Agreement, "rollovers" are permitted to be accepted from
         Eligible Employees. In addition, for purposes of this Section the tern
         Participant shall also include former Employees if the Employer and
         Administrator consent to accept "rollovers" of distributions made to
         former Employees from any plan of the Employer.

               (b) Amounts in a Participant's Rollover Account shall be held by
         the Trustee pursuant to the provisions of this Plan and may not be
         withdrawn by, or distributed to the Participant, in whole or in part.
         except as elected in the Adoption Agreement and subsection (c) below.
         The Trustee shall have no duty or responsibility to inquire as to the



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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

         propriety of the amount, value or type of assets transferred, nor to
         conduct any due diligence with respect to such assets; provided,
         however, that such assets are otherwise eligible to be held by the
         Trustee under the terms of this Plan.

               (c) At Normal Retirement Date, or such other date when the
         Participant or Eligible Employee or such Participant's or Eligible
         Employee's Beneficiary shall be entitled to receive benefits, the
         Participant's Rollover Account shall be used to provide additional
         benefits to the Participant or the Participant's Beneficiary. Any
         distribution of amounts held in a Participant's Rollover Account shall
         be made in a manner which is consistent with and satisfies the
         provisions of Sections 6.5 and 6.6, including, but not limited to, all
         notice and consent requirements of Code Sections 411(a)(11) and 417 and
         the Regulations thereunder. Furthermore, such amounts shall be
         considered to be part of a Participant's benefit in determining whether
         an involuntary cash-out of benefits may be made without Participant
         consent.

               (d) The Administrator may direct that rollovers made after a
         Valuation Date be segregated into a separate account for each
         Participant until such time as the allocations pursuant to this Plan
         have been made, at which time they may remain segregated, invested as
         part of the general Trust Fund or, if elected in the Adoption
         Agreement, directed by the Participant.

               (e) For purposes of this Section, the term "qualified plan" shall
         mean any tax qualified plan under Code Section 401(a), or any other
         plans from which distributions are eligible to be rolled over into this
         Plan pursuant to the Code. The term "rollover" means: (i) amounts
         transferred to this Plan in a direct rollover made pursuant to Code
         Section 401(a)(31) from another "qualified plan"; (ii) distributions
         received by an Employee from other "qualified plans" which are eligible
         for tax-free rollover to a "qualified plan" and which are transferred
         by the Employee to this Plan within sixty (60) days following receipt
         thereof; (iii) amounts transferred to this Plan from a conduit
         individual retirement account provided that the conduit individual
         retirement account has no assets other than assets which (A) were
         previously distributed to the Employee by another "qualified plan" (B)
         were eligible for tax-free rollover to a "qualified plan" and (C) were
         deposited in such conduit individual retirement account within sixty
         (60) days of receipt thereof; (iv) amounts distributed to the Employee
         from a conduit individual retirement account meeting the requirements
         of clause (iii) above, and transferred by the Employee to this Plan
         within sixty (60) days of receipt thereof from such conduit individual
         retirement account; and (v) any other amounts which are eligible to be
         rolled over to this Plan pursuant to the Code.

               (f) Prior to accepting any "rollovers" to which this Section
         applies, the Administrator may require the Employee to establish (by
         providing opinion of counsel or otherwise) that the amounts to be
         rolled over to this Plan meet the requirements of this Section.

4.7      PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS

               (a) With the consent of the Administrator, amounts may be
         transferred (within the meaning of Code Section 414(1)) to this Plan
         from other tax qualified plans under Code Section 401(a), provided the
         plan from which such funds are transferred permits the transfer to be
         made and the transfer will not jeopardize the tax-exempt status of the
         Plan or Trust or create adverse tax consequences for the Employer.
         Prior to accepting any transfers to which this Section applies, the
         Administrator may require an opinion of counsel that the amounts to be
         transferred meet the requirements of this Section. The amounts
         transferred shall be set up in a separate account herein referred to as
         a "Participant's Transfer Account." Furthermore, for Vesting purposes,
         the Participant's Transfer Account shall be treated as a separate
         "Participant's Account."

               (b) Amounts in a Participant's Transfer Account shall be held by
         the Trustee pursuant to the provisions of this Plan and may not be
         withdrawn by, or distributed to the Participant, in whole or in part,
         except as elected in the Adoption Agreement and subsection (d) below,
         provided the restrictions of subsection (c) below and Section 6.15 are
         satisfied. The Trustee shall have no duty or responsibility to inquire
         as to the propriety of the amount, value or type of assets transferred,
         nor to conduct any due diligence with respect to such assets; provided,
         however, that such assets are otherwise eligible to be held by the
         Trustee under the terms of this Plan.

               (c) Except as permitted by Regulations (including Regulation
         1.411(d)-4), amounts attributable to elective contributions (as defined
         in Regulation 1.401(k)-1(g)(3)), including amounts treated as elective
         contributions, which are transferred from another qualified plan in a
         plan-to-plan transfer (other than a direct rollover) shall be subject
         to the distribution limitations provided for in Regulation
         1.401(k)-1(d).

               (d) At Normal Retirement Date, or such other date when the
         Participant or the Participant's Beneficiary shall be entitled to
         receive benefits, the Participant's Transfer Account shall be used to
         provide additional benefits to the Participant or the Participant's
         Beneficiary. Any distribution of amounts held in a Participant's
         Transfer Account shall be made in a manner which is consistent with and
         satisfies the provisions of Sections 6.5 and 6.6, including, but not
         limited to, all notice and consent requirements of Code Sections
         411(a)(11) and 417 and the Regulations thereunder. Furthermore, such
         amounts shall be considered to be part of a Participant's benefit in
         determining whether an involuntary cash-out of benefits may be made
         without Participant consent.

               (e) The Administrator may direct that Employee transfers made
         after a Valuation Date be segregated into a separate account for each
         Participant until such time as the allocations pursuant to this Plan
         have been made, at



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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

         which time they may remain segregated, invested as part of the general
         Trust Fund or, if elected in the Adoption Agreement, directed by the
         Participant.

               (f) Notwithstanding anything herein to the contrary, a transfer
         directly to this Plan from another qualified plan (or a transaction
         having the effect of such a transfer) shall only be permitted if it
         will not result in the elimination or reduction of any "Section
         411(d)(6) protected benefit" as described in Section 8.1(e).

4.8      VOLUNTARY EMPLOYEE CONTRIBUTIONS

               (a) Except as provided in subsection 4.8(b) below, this Plan will
         not accept after-tax voluntary Employee contributions. If this is an
         amendment to a Plan that had previously allowed after-tax voluntary
         Employee contributions, then this Plan will not accept after-tax
         voluntary Employee contributions for Plan Years beginning after the
         Plan Year in which this Plan is adopted by the Employer.

               (b) For 401(k) Plans, if elected in the Adoption Agreement, each
         Participant who is eligible to make Elective Deferrals may, in
         accordance with nondiscriminatory procedures established by the
         Administrator, elect to make after-tax voluntary Employee contributions
         to this Plan. Such contributions must generally be paid to the Trustee
         within a reasonable period of time after being received by the
         Employer.

               (c) The balance in each Participant's Voluntary Contribution
         Account shall be fully Vested at all times and shall not be subject to
         Forfeiture for any reason.

               (d) A Participant may elect at any time to withdraw after-tax
         voluntary Employee contributions from such Participant's Voluntary
         Contribution Account and the actual earnings thereon in a manner which
         is consistent with and satisfies the provisions of Section 6.5,
         including, but not limited to, all notice and consent requirements of
         Code Sections 411(a)(11) and 417 and the Regulations thereunder. If the
         Administrator maintains sub-accounts with respect to after-tax
         voluntary Employee contributions (and earnings thereon) which were made
         on or before a specified date, a Participant shall be permitted to
         designate which sub-account shall be the source for the withdrawal.
         Forfeitures of Employer contributions shall not occur solely as a
         result of an Employee's withdrawal of after-tax voluntary Employee
         contributions.

               In the event a Participant has received a hardship distribution
         pursuant to Regulation 1.401(k)-1(d)(2)(iii)(B) from any plan
         maintained by the Employer, then the Participant shall be barred from
         making any after-tax voluntary Employee contributions for a period of
         twelve (12) months after receipt of the hardship distribution.

               (e) At Normal Retirement Date, or such other date when the
         Participant or the Participant's Beneficiary is entitled to receive
         benefits, the Participant's Voluntary Contribution Account shall be
         used to provide additional benefits to the Participant or the
         Participants Beneficiary.

               (f) To the extent a Participant has previously made mandatory
         Employee contributions under prior provisions of this Plan, such
         contributions will be treated as after-tax voluntary Employee
         contributions.

4.9      QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS

               (a) If this is an amendment to a Plan that previously permitted
         deductible voluntary Employee contributions, then each Participant who
         made "Qualified Voluntary Employee Contributions" within the meaning of
         Code Section 219(e)(2) as it existed prior to the enactment of the Tax
         Reform Act of 1986, shall have such contributions held in a separate
         Qualified Voluntary Employee Contribution Account which shall be fully
         Vested at all times. Such contributions, however, shall not be
         permitted for taxable years beginning after December 3l, 1986.

               (b) A Participant may, upon written request delivered to the
         Administrator, make withdrawals from such Participant's Qualified
         Voluntary Employee Contribution Account. Any distribution shall be made
         in a manner which is consistent with and satisfies the provisions of
         Section 6.5, including, but not limited to, all notice and consent
         requirements of Code Sections 411(a)(11) and 417 and the Regulations
         thereunder.

               (c) At Normal Retirement Date, or such other date when the
         Participant or the Participant's Beneficiary is entitled to receive
         benefits, the Qualified Voluntary Employee Contribution Account shall
         be used to provide additional benefits to the Participant or the
         Participant's Beneficiary.

4.10     DIRECTED INVESTMENT ACCOUNT

               (a) If elected in the Adoption Agreement, all Participants may
         direct the Trustee as to the investment of all or a portion of their
         individual account balances as set forth in the Adoption Agreement and
         within limits set by the Employer. Participants may direct the Trustee,
         in writing (or in such other form which is acceptable to the Trustee),
         to invest their accounts in spec assets, specific funds or other
         investments permitted under the Plan and the Participant Direction
         Procedures. That portion of the account of any Participant that is
         subject to investment direction of such Participant will be considered
         a Participant Directed Account.



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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

               (b) The Administrator will establish a Participant Direction
         Procedure, to be applied in a uniform and nondiscriminatory manner,
         setting forth the permissible investment options under this Section,
         how often changes between investments may be made, and any other
         limitations and provisions that the Administrator may impose on a
         Participant's right to direct investments.

               (c) The Administrator may, in its discretion, include or exclude
         by amendment or other action from the Participant Direction Procedures
         such instructions, guidelines or policies as it deems necessary or
         appropriate to ensure proper administration of the Plan, and may
         interpret the same accordingly.

               (d) As of each Valuation Date, all Participant Directed Accounts
         shall be charged or credited with the net earnings, gains, losses and
         expenses as well as any appreciation or depreciation in the market
         value using publicly listed fair market values when available or
         appropriate as follows:

               (1) to the extent the assets in a Participant Directed Account
               are accounted for as pooled assets or investments, the allocation
               of earnings, gains and losses of each Participant's Account shall
               be based upon the total amount of funds so invested in a manner
               proportionate to the Participant's share of such pooled
               investment; and

               (2) to the extent the assets in a Participant Directed Account
               are accounted for as segregated assets, the allocation of
               earnings, gains on and losses from such assets shall be made on a
               separate and distinct basis.

               (e) Investment directions will be processed as soon as
         administratively practicable after proper investment directions are
         received from the Participant. No guarantee is made by the Plan,
         Employer, Administrator or Trustee that investment directions will be
         processed on a daily basis, and no guarantee is made in any respect
         regarding the processing time of an investment direction.
         Notwithstanding any other provision of the Plan, the Employer,
         Administrator or Trustee reserves the right to not value an investment
         option on any given Valuation Date for any reason deemed appropriate by
         the Employer, Administrator or Trustee. Furthermore, the processing of
         any investment transaction may be delayed for any legitimate business
         reason (including, but not limited to, failure of systems or computer
         programs, failure of the means of the transmission of data, force
         majeure, the failure of a service provider to timely receive values or
         prices, and correction for errors or omissions or the errors or
         omissions of any service provider). The processing date of a
         transaction will be binding for all purposes of the Plan and considered
         the applicable Valuation Date for an investment transaction.

               (f) If the Employer has elected in the Adoption Agreement that it
         intends to operate any portion of this Plan as an Act Section 404(c)
         plan, the Participant Direction Procedures should provide an
         explanation of the circumstances under which Participants and their
         Beneficiaries may give investment instructions, including but not
         limited to, the following:

               (1) the conveyance of instructions by the Participants and their
               Beneficiaries to invest Participant Directed Accounts in a
               Directed Investment Option;

               (2) the name, address and phone number of the Fiduciary (and, if
               applicable, the person or persons designated by the Fiduciary to
               act on its behalf) responsible for providing information to the
               Participant or a Beneficiary upon request relating to the
               Directed Investment Options;

               (3) applicable restrictions on transfers to and from any
               Designated Investment Alternative;

               (4) any restrictions on the exercise of voting, tender and
               similar rights related to a Directed Investment Option by the
               Participants or their Beneficiaries;

               (5) a description of any transaction fees and expenses which
               affect the balances in Participant Directed Accounts in
               connection with the purchase or sale of a Directed Investment
               Option; and

               (6) general procedures for the dissemination of investment and
               other information relating to the Designated Investment
               Alternatives as deemed necessary or appropriate, including but
               not limited to a description of the following:

                   (i) the investment vehicles available under the Plan,
                   including specific information regarding any Designated
                   Investment Alternative;

                   (ii) any designated Investment Managers; and

                   (iii) a description of the additional information that may be
                   obtained upon request from the Fiduciary designated to
                   provide such information.



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               (g) With respect to those assets in a Participant's Directed
         Account, the Participant or Beneficiary shall direct the Trustee with
         regard to any voting, tender and similar rights associated with the
         ownership of such assets (hereinafter referred to as the "Stock
         Rights") as follows based on the election made in the Adoption
         Agreement:

               (1) each Participant or Beneficiary shall direct the Trustee to
               vote or otherwise exercise such Stock Rights in accordance with
               the provisions, conditions and terms of any such Stock Rights;

               (2) such directions shall be provided to the Trustee by the
               Participant or Beneficiary in accordance with the procedure as
               established by the Administrator and the Trustee shall vote or
               otherwise exercise such Stock Rights with respect to which it has
               received directions to do so under this Section; and

               (3) to the extent to which a Participant or Beneficiary does not
               instruct the Trustee to vote or otherwise exercise such Stock
               Rights, such Participants or Beneficiaries shall be deemed to
               have directed the Trustee that such Stock Rights remain nonvoted
               and unexercised.

               (h) Any information regarding investments available under the
         Plan, to the extent not required to be described in the Participant
         Direction Procedures, may be provided to Participants in one or more
         documents (or in any other form, including, but not limited to,
         electronic media) which are separate from the Participant Direction
         Procedures and are not thereby incorporated by reference into this
         Plan.

4.11     INTEGRATION IN MORE THAN ONE PLAN

               If the Employer maintains qualified retirement plans that provide
for permitted disparity (integration), the provisions of Section 4.3(b)(4) will
apply. Furthermore, if the Employer maintains two or more standardized paired
plans, only one plan may provide for permitted disparity.

4.12     QUALIFIED MILITARY SERVICE

               Notwithstanding any provisions of this Plan to the contrary,
effective as of the later of December 12, 1994, or the Effective Date of the
Plan, contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with Code Section 414(u).
Furthermore, loan repayments may be suspended under this Plan as permitted under
Code Section 414(u)(4).

                                    ARTICLE V
                                   VALUATIONS

5.1      VALUATION OF THE TRUST FUND

               The Administrator shall direct the Trustee, as of each Valuation
Date, to determine the net worth of the assets comprising the Trust Fund as it
exists on the Valuation Date. In determining such net worth, the Trustee shall
value the assets comprising the Trust Fund at their fair market value (or their
contractual value in the case of a Contract or Policy) as of the Valuation Date
and may deduct all expenses for which the Trustee has not yet been paid by the
Employer or the Trust Fund. The Trustee may update the value of any shares held
in a Participant Directed Account by reference to the number of shares held on
behalf of the Participant, priced at the market value as of the Valuation Date.

5.2      METHOD OF VALUATION

               In determining the fair market value of securities held in the
Trust Fund which are listed on a registered stock exchange, the Administrator
shall direct the Trustee to value the same at the prices they were last traded
on such exchange preceding the close of business on the Valuation Date. If such
securities were not traded on the Valuation Date, or if the exchange on which
they are traded was not open for business on the Valuation Date, then the
securities shall be valued at the prices at which they were last traded prior to
the Valuation Date. Any unlisted security held in the Trust Fund shall be valued
at its bid price next preceding the close of business on the Valuation Date,
which bid price shall be obtained from a registered broker or an investment
banker. In determining the fair market value of assets other than securities for
which trading or bid prices can be obtained, the Trustee may appraise such
assets itself, or in its discretion, employ one or more appraisers for that
purpose and rely on the values established by such appraiser or appraisers.

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1      DETERMINATION OF BENEFITS UPON RETIREMENT

               Every Participant may terminate employment with the Employer and
retire for purposes hereof on the Participant's Normal Retirement Date or Early
Retirement Date. However, a Participant may postpone the termination of
employment with the Employer to a later date, in which event the participation
of such Participant in the Plan, including the right to receive allocations
pursuant to Section 4.3, shall continue until such Participant's Retirement
Date. Upon a Participant's Retirement Date, or if elected in the Adoption
Agreement, the attainment of Normal Retirement Date without termination of



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employment with the Employer, or as soon thereafter as is practicable, the
Administrator shall direct the distribution, at the election of the Participant,
of the Participant's entire Vested interest in the Plan in accordance with
Section 6.5.

6.2      DETERMINATION OF BENEFITS UPON DEATH

               (a) Upon the death of a Participant before the Participant's
         Retirement Date or other termination of employment, all amounts
         credited to such Participant's Combined Account shall, if elected in
         the Adoption Agreement, become fully Vested. The Administrator shall
         direct, in accordance with the provisions of Sections 6.6 and 6.7, the
         distribution of the deceased Participant's Vested accounts to the
         Participant's Beneficiary.

               (b) Upon the death of a Former Participant, the Administrator
         shall direct, in accordance with the provisions of Sections 6.6 and
         6.7, the distribution of any remaining Vested amounts credited to the
         accounts of such deceased Former Participant to such Former
         Participant's Beneficiary.

               (c) The Administrator may require such proper proof of death and
         such evidence of the right of any person to receive payment of the
         value of the account of a deceased Participant or Former Participant as
         the Administrator may deem desirable. The Administrators determination
         of death and of the right of any person to receive payment shall be
         conclusive.

               (d) Unless otherwise elected in the manner prescribed in Section
         6.6, the Beneficiary of the Pre-Retirement Survivor Annuity shall be
         the Participant's surviving spouse. Except, however, the Participant
         may designate a Beneficiary other than the spouse for the
         Pre-Retirement Survivor Annuity if:

               (1) the Participant and the Participant's spouse have validly
               waived the Pre-Retirement Survivor Annuity in the manner
               prescribed in Section 6.6, and the spouse has waived the right to
               be the Participant's Beneficiary,

               (2) the Participant is legally separated or has been abandoned
               (within the meaning of local law) and the Participant has a court
               order to such effect (and there is no "qualified domestic
               relations order" as defined in Code Section 414(p) which provides
               otherwise),

               (3) the Participant has no spouse, or

               (4) the spouse cannot be located.

                   In such event, the designation of a Beneficiary shall be made
         on a form satisfactory to the Administrator. A Participant may at any
         time revoke a designation of a Beneficiary or change a Beneficiary by
         filing written (or in such other form as permitted by the IRS) notice
         of such revocation or change with the Administrator. However, the
         Participant's spouse must again consent in writing (or in such other
         form as permitted by the IRS) to any change in Beneficiary unless the
         original consent acknowledged that the spouse had the right to limit
         consent only to a specific Beneficiary and that the spouse voluntarily
         elected to relinquish such right.

               (e) A Participant may, at any time, designate a Beneficiary for
         death benefits, if any, payable under the Plan that are in excess of
         the Pre-Retirement Survivor Annuity without the waiver or consent of
         the Participant's spouse. In the event no valid designation of
         Beneficiary exists, or if the Beneficiary is not alive at the time of
         the Participant's death, the death benefit will be paid in the
         following order of priority, unless the Employer specifies a different
         order of priority in an addendum to the Adoption Agreement, to:

               (1) The Participant's surviving spouse;

               (2) The Participant's children, including adopted children, per
               stirpes;

               (3) The Participant's surviving parents, in equal shares; or

               (4) The Participant's estate.

         If the Beneficiary does not predecease the Participant, but dies prior
         to distribution of the death benefit, the death benefit will be paid to
         the Beneficiary's estate.

               (f) Notwithstanding anything in this Section to the contrary, if
         a Participant has designated the spouse as a Beneficiary, then a
         divorce decree or a legal separation that relates to such spouse shall
         revoke the Participant's designation of the spouse as a Beneficiary
         unless the decree or a qualified domestic relations order (within the
         meaning of Code Section 414(p)) provides otherwise or a subsequent
         Beneficiary designation is made.

               (g) If the Plan provides an insured death benefit and a
         Participant dies before any insurance coverage to which the Participant
         is entitled under the Plan is effected, the death benefit from such
         insurance coverage shall be limited to the premium which was or
         otherwise would have been used for such purpose.



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               (h) In the event of any conflict between the terms of this Plan
         and the terms of any Contract issued hereunder, the Plan provisions
         shall control.

6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

               1n the event of a Participant's Total and Permanent Disability
prior to the Participant's Retirement Date or other termination of employment,
all amounts credited to such Participant's Combined Account shall, if elected in
the Adoption Agreement, become fully Vested. In the event of a Participant's
Total and Permanent Disability, the Administrator, in accordance with the
provisions of Sections 6.5 and 6.7, shall direct the distribution to such
Participant of the entire Vested interest in the Plan.

6.4      DETERMINATION OF BENEFITS UPON TERMINATION

               (a) If a Participant's employment with the Employer is terminated
         for any reason other than death, Total and Permanent Disability, or
         retirement, then such Participant shall be entitled to such benefits as
         are provided herein.

                   Distribution of the funds due to a Terminated Participant
         shall be made on the occurrence of an event which would result in the
         distribution had the Terminated Participant remained in the employ of
         the Employer (upon the Participant's death, Total and Permanent
         Disability, Early or Normal Retirement). However, at the election of
         the Participant, the Administrator shall direct that the entire Vested
         portion of the Terminated Participant's Combined Account be payable to
         such Terminated Participant provided the conditions, if any, set forth
         in the Adoption Agreement have been satisfied. Any distribution under
         this paragraph shall be made in a manner which is consistent with and
         satisfies the provisions of Section 6.5, including but not limited to,
         all notice and consent requirements of Code Sections 411(a)(11) and 417
         and the Regulations thereunder.

                   Regardless of whether distributions in kind are permitted, in
         the event the amount of the Vested portion of the Terminated
         Participant's Combined Account equals or exceeds the fair market value
         of any insurance Contracts, the Trustee, when so directed by the
         Administrator and agreed to by the Terminated Participant, shall
         assign, transfer, and set over to such Terminated Participant all
         Contracts on such Terminated Participant's life in such form or with
         such endorsements, so that the settlement options and forms of payment
         are consistent with the provisions of Section 6.5. In the event that
         the Terminated Participant's Vested portion does not at least equal the
         fair market value of the Contracts, if any, the Terminated Participant
         may pay over to the Trustee the sum needed to make the distribution
         equal to the value of the Contracts being assigned or transferred, or
         the Trustee, pursuant to the Participant's election, may borrow the
         cash value of the Contracts from the Insurer so that the value of the
         Contracts is equal to the Vested portion of the Terminated Participants
         Combined Account and then assign the Contracts to the Terminated
         Participant.

                   Notwithstanding the above, unless otherwise elected in the
         Adoption Agreement, if the value of a Terminated Participant's Vested
         benefit derived from Employer and Employee contributions does not
         exceed $5,000 (or, $3,500 for distributions made prior to the later of
         the first day of the first Plan Year beginning on or after August 5,
         1997, or the date specified in the Adoption Agreement) the
         Administrator shall direct that the entire Vested benefit be paid to
         such Participant in a single lump-sum without regard to the consent of
         the Participant or the Participant's spouse. A Participant's Vested
         benefit shall not include Qualified Voluntary Employee Contributions
         within the meaning of Code Section 72(o)(5)(B) for Plan Years beginning
         prior to January 1, 1989. Furthermore, the determination of whether the
         $5,000 (or, if applicable, $3,500) threshold has been exceeded is
         generally based on the value of the Vested benefit as of the Valuation
         Date preceding the date of the distribution. However, if the "lookback
         rule" applies, the applicable threshold is deemed to be exceeded if the
         Vested benefit exceeded the applicable threshold at the time of any
         prior distribution. The "lookback rule" generally applies to all
         distributions made prior to March 22, 1999. With respect to
         distributions made on or after March 22, 1999, the "lookback rule"
         applies if either (1) the provisions of Section 6.12 do not apply or
         (2) a Participant has begun to receive distributions pursuant to an
         optional form of benefit under which at least one scheduled periodic
         distribution has not yet been made, and if the value of the
         Participant's benefit, determined at the time of the first distribution
         under that optional form of benefit exceeded the applicable threshold.
         However, the Plan does not fail to satisfy the requirements of this
         paragraph if, prior to the adoption of this Prototype Plan, the
         "lookback rule" was applied to all distributions. Notwithstanding the
         preceding, the "lookback rule" will not apply to any distributions made
         on or after October 17, 2000.

               (b) The Vested portion of any Participant's Account shall be a
         percentage of such Participant's Account determined on the basis of the
         Participant's number of Years of Service (or Periods of Service if the
         Elapsed Time Method is elected) according to the vesting schedule
         specified in the Adoption Agreement. However, a Participant's entire
         interest in the Plan shall be non-forfeitable upon the Participant's
         Normal Retirement Age (if the Participant is employed by the Employer
         on or after such date).

               (c) For any Top Heavy Plan Year, the minimum top heavy vesting
         schedule elected by the Employer in the Adoption Agreement will
         automatically apply to the Plan. The minimum top heavy vesting schedule
         applies to all benefits within the meaning of Code Section 411(a)(7)
         except those attributable to Employee contributions, including benefits
         accrued before the effective date of Code Section 416 and benefits
         accrued before the Plan became top heavy. Further, no decrease in a
         Participant's Vested percentage shall occur in the event the Plan's
         status as top heavy changes for any Plan Year. However, this Section
         does not apply to the account balances of any Employee who does not
         have



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         an Hour of Service after the Plan has initially become top heavy and
         the Vested percentage of such Employee's Participant's Account shall be
         determined without regard to this Section 6.4(c).

                    If in any subsequent Plan Year the Plan ceases to be a Top
         Heavy Plan, then unless a specific Plan amendment is made to provide
         otherwise, the Administrator will continue to use the vesting schedule
         in effect while the Plan was a Top Heavy Plan.

               (d) Upon the complete discontinuance of the Employer's
         contributions to the Plan (if this is a profit sharing plan) or upon
         any full or partial termination of the Plan, all amounts then credited
         to the account of any affected Participant shall become 100% Vested and
         shall not thereafter be subject to Forfeiture.

               (e) If this is an amended or restated Plan, then notwithstanding
         the vesting schedule specified in the Adoption Agreement, the Vested
         percentage of a Participant's Account shall not be less than the Vested
         percentage attained as of the later of the effective date or adoption
         date of this amendment and restatement. The computation of a
         Participant's nonforfeitable percentage of such Participant's interest
         in the Plan shall not be reduced as the result of any direct or
         indirect amendment to this Article, or due to changes in the Plan's
         status as a Top Heavy Plan. Furthermore, if the Plan's vesting schedule
         is amended, then the amended schedule will only apply to those
         Participants who complete an Hour of Service after the effective date
         of the amendment.

               (f) If the Plan's vesting schedule is amended, or if the Plan is
         amended in any way that directly or indirectly affects the computation
         of the Participant's nonforfeitable percentage or if the Plan is deemed
         amended by an automatic change to a top heavy vesting schedule, then
         each Participant with at least three (3) Years of Service (or Periods
         of Service if the Elapsed Time Method is elected) as of the expiration
         date of the election period may elect to have such Participant's
         nonforfeitable percentage computed under the Plan without regard to
         such amendment or change. If a Participant fails to make such election,
         then such Participant shall be subject to the new vesting schedule. The
         Participant's election period shall commence on the adoption date of
         the amendment and shall end sixty (60) days after the latest of:

               (1) the adoption date of the amendment,

               (2) the effective date of the amendment, or

               (3) the date the Participant receives written notice of the
               amendment from the Employer or Administrator.

               (g) In determining Years of Service or Periods of Service for
         purposes of vesting under the Plan, Years of Service or Periods of
         Service shall be excluded as elected in the Adoption Agreement.

6.5      DISTRIBUTION OF BENEFITS

               (a)(1) Unless otherwise elected as provided below, a Participant
         who is married on the Annuity Starting Date and who does not die before
         the Annuity Starting Date shall receive the value of all Plan benefits
         in the form of a Joint and Survivor Annuity. The Joint and Survivor
         Annuity is an annuity that commences immediately and shall be equal in
         value to a single life annuity. Such joint and survivor benefits
         following the Participant's death shall continue to the spouse during
         the spouse's lifetime at a rate equal to either fifty percent (50%),
         seventy-five percent (75%) (or, sixty-six and two-thirds percent (66
         2/3%) if the Insurer used to provide the annuity does not offer a joint
         and seventy-five percent (75%) annuity), or one hundred percent (100%)
         of the rate at which such benefits were payable to the Participant.
         Unless otherwise elected in the Adoption Agreement, a joint and fifty
         percent (50%) survivor annuity shall be considered the designated
         qualified Joint and Survivor Annuity and the normal form of payment for
         the purposes of this Plan. However, the Participant may, without
         spousal consent, elect an alternative Joint and Survivor Annuity, which
         alternative shall be equal in value to the designated qualified Joint
         and Survivor Annuity. An unmarried Participant shall receive the value
         of such Participant's benefit in the form of a life annuity. Such
         unmarried Participant, however, may elect to waive the life annuity.
         The election must comply with the provisions of this Section as if it
         were an election to waive the Joint and Survivor Annuity by a married
         Participant, but without fulfilling the spousal consent requirement.
         The Participant may elect to have any annuity provided for in this
         Section distributed upon the attainment of the "earliest retirement
         age" under the Plan. The "earliest retirement age" is the earliest date
         on which, under the Plan, the Participant could elect to receive
         retirement benefits.

               (2) Any election to waive the Joint and Survivor Annuity must be
               made by the Participant in writing (or in such other form as
               permitted by the IRS) during the election period and be consented
               to in writing (or in such other form as permitted by the IRS) by
               the Participant's spouse. If the spouse is legally incompetent to
               give consent, the spouse's legal guardian, even if such guardian
               is the Participant, may give consent. Such election shall
               designate a Beneficiary (or a form of benefits) that may not be
               changed without spousal consent (unless the consent of the spouse
               expressly permits designations by the Participant without the
               requirement of further consent by the spouse). Such spouse's
               consent shall be irrevocable and must acknowledge the effect of
               such election and be witnessed by a Plan representative or a
               notary public. Such consent shall not be required if it is
               established to the satisfaction of the Administrator that the
               required consent cannot be obtained because there is no spouse,
               the spouse cannot be located, or other circumstances that may be
               prescribed by



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               Regulations. The election made by the Participant and consented
               to by such Participant's spouse may be revoked by the Participant
               in writing (or in such other form as permitted by the IRS)
               without the consent of the spouse at any time during the election
               period. A revocation of a prior election shall cause the
               Participant's benefits to be distributed as a Joint and Survivor
               Annuity. The number of revocations shall not be limited. Any new
               election must comply with the requirements of this paragraph. A
               former spouse's waiver shall not be binding on a new spouse.

               (3) The election period to waive the Joint and Survivor Annuity
               shall be the ninety (90) day period ending on the Annuity
               Starting Date.

               (4) For purposes of this Section, spouse or surviving spouse
               means the spouse or surviving spouse of the Participant, provided
               that a former spouse will be treated as the spouse or surviving
               spouse and a current spouse will not be treated as the spouse or
               surviving spouse to the extent provided under a qualified
               domestic relations order as described in Code Section 414(p).

               (5) With regard to the election, except as otherwise provided
               herein, the Administrator shall provide to the Participant no
               less than thirty (30) days and no more than ninety (90) days
               before the Annuity Starting Date a written (or such other form as
               permitted by the IRS) explanation of:

                   (i) the terms and conditions of the Joint and Survivor
                   Annuity,

                   (ii) the Participant's right to make and the effect of an
                   election to waive the Joint and Survivor Annuity,

                   (iii) the right of the Participant's spouse to consent to any
                   election to waive the Joint and Survivor Annuity, and

                   (iv) the right of the Participant to revoke such election,
                   and the effect of such revocation.

               (6) Any distribution provided for in this Section made on or
         after December 31, 1996, may commence less than thirty (30) days after
         the notice required by Code Section 417(a)(3) is given provided the
         following requirements are satisfied:

                   (i) the Administrator clearly informs the Participant that
                   the Participant has a right to a period of thirty (30) days
                   after receiving the notice to consider whether to waive the
                   Joint and Survivor Annuity and to elect (with spousal
                   consent) a form of distribution other than a Joint and
                   Survivor Annuity;

                   (ii) the Participant is permitted to revoke any affirmative
                   distribution election at least until the Annuity Starting
                   Date or, if later, at any time prior to the expiration of the
                   seven (7) day period that begins the day after the
                   explanation of the Joint and Survivor Annuity is provided to
                   the Participant;

                   (iii) the Annuity Starting Date is after the time that the
                   explanation of the Joint and Survivor Annuity is provided to
                   the Participant. However, the Annuity Starting Date may be
                   before the date that any affirmative distribution election is
                   made by the Participant and before the date that the
                   distribution is permitted to commence under (iv) below; and

                   (iv) distribution in accordance with the affirmative election
                   does not commence before the expiration of the seven (7) day
                   period that begins the day after the explanation of the Joint
                   and Survivor Annuity is provided to the Participant.

               (b) In the event a married Participant duly elects pursuant to
         paragraph (a)(2) above not to receive the benefit in the form of a
         Joint and Survivor Annuity, or if such Participant is not married, in
         the form of a life annuity, the Administrator, pursuant to the election
         of the Participant, shall direct the distribution to a Participant or
         Beneficiary any amount to which the Participant or Beneficiary is
         entitled under the Plan in one or more of the following methods which
         are permitted pursuant to the Adoption Agreement:

               (1) One lump-sum payment in cash or in property that is allocated
               to the accounts of the Participant at the time of the
               distribution;

               (2) Partial withdrawals;

               (3) Payments over a period certain in monthly, quarterly,
               semiannual, or annual cash installments. In order to provide such
               installment payments, the Administrator may (A) segregate the
               aggregate amount thereof in a separate, federally insured savings
               account, certificate of deposit in a bank or savings and loan
               association, money market certificate or other liquid short-term
               security or (B) purchase a nontransferable annuity contract for a
               term certain (with no life contingencies) providing for such
               payment. The period over



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               which such payment is to be made shall not extend beyond the
               Participant's life expectancy (or the life expectancy of the
               Participant and the Participant's designated Beneficiary);

               (4) Purchase of or providing an annuity. However, such annuity
               may not be in any form that will provide for payments over a
               period extending beyond either the life of the Participant (or
               the lives of the Participant and the Participant's designated
               Beneficiary) or the life expectancy of the Participant (or the
               life expectancy of the Participant and the Participant's
               designated Beneficiary).

               (c) Benefits may not be paid without the Participant's and the
         Participant's spouse's consent if the present value of the
         Participant's Joint and Survivor Annuity derived from Employer and
         Employee contributions exceeds, or has ever exceeded, $5,000 (or
         $3,500, for distributions made prior to the later of the first day of
         the first Plan Year beginning after August 5, 1997, or the date
         specified in the Adoption Agreement) and the benefit is "immediately
         distributable." However, spousal consent is not required if the
         distribution will made in the form a Qualified Joint and Survivor
         Annuity and the benefit is "immediately distributable." A benefit is
         "immediately distributable" if any part of the benefit could be
         distributed to the Participant (or surviving spouse) before the
         Participant attains (or would have attained if not deceased) the later
         of the Participant's Normal Retirement Age or age 62.

               If the value of the Participant's benefit derived from Employer
         and Employee contributions does not exceed, and has never exceeded at
         the time of any prior distribution, $5,000 (or, if applicable, $3,500),
         then the Administrator will distribute such benefit in a lump-sum
         without such Participant's consent. No distribution may be made under
         the preceding sentence after the Annuity Starting Date unless the
         Participant and the Participant's spouse consent in writing (or in such
         other form as permitted by the IRS) to such distribution. Any consent
         required under this paragraph must be obtained not more than ninety
         (90) days before commencement of the distribution and shall be made in
         a manner consistent with Section 6.5(a)(2). Notwithstanding the
         preceding, the "lookback rule" (which provides that if the present
         value at the time of a prior distribution exceeded the applicable
         dollar threshold, then the present value at any subsequent time is
         deemed to exceed the threshold) will not apply to any distributions
         made on or after October 17, 2000.

               (d) The following rules will apply with respect to the consent
         requirements set forth in subsection (c):

               (1) No consent shall be valid unless the Participant has received
               a general description of the material features and an explanation
               of the relative values of the optional forms of benefit available
               under the Plan that would satisfy the notice requirements of Code
               Section 417;

               (2) The Participant must be informed of the right to defer
               receipt of the distribution. If a Participant fails to consent,
               it shall be deemed an election to defer the commencement of
               payment of any benefit. However, any election to defer the
               receipt of benefits shall not apply with respect to distributions
               that are required under Section 6.5(e);

               (3) Notice of the rights specified under this paragraph shall be
               provided no less than thirty (30) days and no more than ninety
               (90) days before the Annuity Starting Date;

               (4) Written (or such other form as permitted by the IRS) consent
               of the Participant to the distribution must not be made before
               the Participant receives the notice and must not be made more
               than ninety (90) days before the Annuity Starting Date; and

               (5) No consent shall be valid if a significant detriment is
               imposed under the Plan on any Participant who does not consent to
               the distribution.

               (e) Notwithstanding any provision in the Plan to the contrary,
         for Plan Years beginning after December 31, 1996, the distribution of a
         Participant's benefits, whether under the Plan or through the purchase
         of an annuity Contract, shall be made in accordance with the following
         requirements and shall otherwise comply with Code Section 401(a)(9) and
         the Regulations thereunder (including Regulation 1.401(a)(9)-2):

               (1) A Participant's benefits will be distributed or must begin to
               be distributed not later than the Participant's "required
               beginning date." Alternatively, distributions to a Participant
               must begin no later than the Participant's "required beginning
               date" and must be made over the life of the Participant (or the
               lives of the Participant and the Participant's designated
               Beneficiary) or the life expectancy of the Participant (or the
               life expectancies of the Participant and the Participant's
               designated Beneficiary) in accordance with Regulations. However,
               if the distribution is to be in the form of a joint and survivor
               annuity or single life annuity, then distributions must begin no
               later than the "required beginning date" and must be made over
               the life of the Participant (or the lives of the Participant and
               the Participant's designated Beneficiary) in accordance with
               Regulations.

               (2) The "required beginning date" for a Participant who is a
               "five percent (5%) owner" with respect to the Plan Year ending in
               the calendar year in which such Participant attains age 70 1/2
               means April 1st of the calendar year following the calendar year
               in which the Participant attains age 70 1/2. Once distributions
               have



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         begun to a "five percent (5%) owner" under this subsection, they must
         continue to be distributed, even if the Participant ceases to be a
         "five percent (5%) owner" in a subsequent year.

               (3) The "required beginning date" for a Participant other than a
         "five percent (5%) owner" means, unless the Employer has elected to
         continue the pre-SBJPA rules in the Adoption Agreement, April 1st of
         the calendar year following the later of the calendar year in which the
         Participant attains age 70 1/2 or the calendar year in which the
         Participant retires.

               (4) If the election is made to continue the pre-SBJPA rules, then
         except as provided below, the "required beginning date" is April 1st of
         the calendar year following the calendar year in which a Participant
         attains age 70 1/2.

                   (i) However, the "required beginning date" for a Participant
                   who had attained age 70 1/2 before January 1, 1988, and was
                   not a five percent (5%) owner (within the meaning of Code
                   Section 416) at any time during the Plan Year ending with or
                   within the calendar year in which the Participant attained
                   age 66 1/2 or any subsequent Plan Year, is April 1st of the
                   calendar year following the calendar in which the Participant
                   retires.

                   (ii) Notwithstanding (i) above, the "required beginning date"
                   for a Participant who was a five percent (5%) owner (within
                   the meaning of Code Section 416) at any time during the five
                   (5) Plan Year period ending in the calendar year in which the
                   Participant attained age 70 1/2 is April 1st of the calendar
                   year in which the Participant attained age 70 1/2. In the
                   case of a Participant who became a five percent (5%) owner
                   during any Plan Year after the calendar year in which the
                   Participant attained age 70 1/2, the "required beginning
                   date" is April 1st of the calendar year following the
                   calendar year in which such subsequent Plan Year ends.

               (5) If this is an amendment or restatement of a plan that
         contained the pre-SBJPA rules and an election is made to use the
         post-SBJPA rules, then the transition rules elected in the Adoption
         Agreement will apply.

               (6) Except as otherwise provided herein, "five percent (5%)
         owner" means, for purposes of this Section, a Participant who is a five
         percent (5%) owner as defined in Code Section 416 at any time during
         the Plan Year ending with or within the calendar year in which such
         owner attains age 70 1/2.

               (7) Distributions to a Participant and such Participant's
         Beneficiaries will only be made in accordance with the incidental death
         benefit requirements of Code Section 401(a)(9)(G) and the Regulations
         thereunder.

               (8) For purposes of this Section, the life expectancy of a
         Participant and/or a Participant's spouse (other than in the case of a
         life annuity) shall or shall not be redetermined annually as elected in
         the Adoption Agreement and in accordance with Regulations. If the
         Participant or the Participant's spouse may elect, pursuant to the
         Adoption Agreement, to have life expectancies recalculated, then the
         election, once made shall be irrevocable. If no election is made by the
         time distributions must commence, then the life expectancy of the
         Participant and the Participant's spouse shall not be subject to
         recalculation. Life expectancy and joint and last survivor life
         expectancy shall be computed using the return multiples in Tables V and
         VI of Regulation Section 1.72-9.

               (9) With respect to distributions under the Plan made for
         calendar years beginning on or after January 1, 2001, or if later, the
         date specified in the Adoption Agreement, the Plan will apply the
         minimum distribution requirements of Code Section 401(a)(9) in
         accordance with the Regulations under section 401(a)(9) that were
         proposed on January 17, 2001, notwithstanding any provision of the Plan
         to the contrary. This amendment shall continue in effect until the end
         of the last calendar year beginning before the effective date of final
         Regulations under section 401(a)(9) or such other date as may be
         specified in guidance published by the Internal Revenue Service.

         However, if the date speed in the Adoption Agreement is a date in 2001
         other than January 1, 2001, then with respect to distributions under
         the Plan made on or after such date for calendar years beginning on or
         after January 1, 2001, the Plan will apply the minimum distribution
         requirements of Code Section 401(a)(9) in accordance with the
         Regulations under section 401(a)(9) that were proposed on January 17,
         2001, notwithstanding any provision of the Plan to the contrary. If the
         total amount of required minimum distributions made to a participant
         for 2001 prior to the specified date are equal to or greater than the
         amount of required minimum distributions determined under the 2001
         Proposed Regulations, then no additional distributions are required for
         such participant for 2001 on or after such date. If the total amount of
         required minimum distributions made to a participant for 2001 prior to
         the specified date are less than the amount determined under the 2001
         Proposed Regulations, then the amount of required minimum distributions
         for 2001 on or after such date will be determined so that the total
         amount of required minimum distributions for 2001 is the amount
         determined under the 2001 Proposed Regulations. This amendment shall
         continue in effect until the end of the last calendar year beginning
         before the effective date of final Regulations under section 401(a)(9)
         or such other date as may be speed in guidance published by the
         Internal Revenue Service.



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               (f) All annuity Contracts under this Plan shall be
         non-transferable when distributed. Furthermore, the terms of any
         annuity Contract purchased and distributed to a Participant or spouse
         shall comply with all of the requirements of this Plan.

               (g) Subject to the spouse's right of consent afforded under the
         Plan, the restrictions imposed by this Section shall not apply if a
         Participant has, prior to January 1, 1984, made a written designation
         to have retirement benefits paid in an alternative method acceptable
         under Code Section 401(a) as in effect prior to the enactment of the
         Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA).

               (h) If a distribution is made to a Participant who has not
         severed employment and who is not fully Vested in the Participant's
         Account, and the Participant may increase the Vested percentage in such
         account, then at any relevant time the Participant's Vested portion of
         the account will be equal to an amount ("X") determined by the formula:

                           X equals P (AB plus D) - D

               For purposes of applying the formula: P is the Vested percentage
         at the relevant time, AB is the account balance at the relevant time, D
         is the amount of distribution, and the relevant time is the time at
         which, under the Plan, the Vested percentage in the account cannot
         increase.

               However, the Employer may attach an addendum to the Adoption
         Agreement to provide that a separate account shall be established for
         the Participant's interest in the Plan as of the time of the
         distribution, and at any relevant time the Participant's Vested portion
         of the separate account will be equal to an amount determined as
         follows: P (AB plus (R x D)) - (R x D) where R is the ratio of the
         account balance at the relevant time to the account balance after
         distribution and the other terms have the same meaning as in the
         preceding paragraph. Any amendment to change the formula in accordance
         with the preceding sentence shall not be considered an amendment which
         causes this Plan to become an individually designed Plan.

               (i) If this is a Plan amendment that eliminates or restricts the
         ability of a Participant to receive payment of the Participant's
         interest in the Plan under a particular optional form of benefit, then
         the amendment shall not apply to any distribution with an annuity
         starting date earlier than the earlier of: (i) the 90th day after the
         date the Participant receiving the distribution has been furnished a
         summary that reflects the amendment and that satisfies the Act
         requirements at 29 CFR 2520.104b-3 relating to a summary of material
         modifications or (ii) the first day of the second Plan Year following
         the Plan Year in which the amendment is adopted.

6.6      DISTRIBUTION OF BENEFITS UPON DEATH

               (a) Unless otherwise elected as provided below, a Vested
         Participant who dies before the Annuity Starting Date and who has a
         surviving spouse shall have the Pre-Retirement Survivor Annuity paid to
         the surviving spouse. The Participant's spouse may direct that payment
         of the Pre-Retirement Survivor Annuity commence within a reasonable
         period after the Participant's death. If the spouse does not so direct,
         payment of such benefit will commence at the time the Participant would
         have attained the later of Normal Retirement Age or age 62. However,
         the spouse may elect a later commencement date. Any distribution to the
         Participant's spouse shall be subject to the rules speed in Section
         6.6(h).

               (b) Any election to waive the Pre-Retirement Survivor Annuity
         before the Participant's death must be made by the Participant in
         writing (or in such other form as permitted by the IRS) during the
         election period and shall require the spouse's irrevocable consent in
         the same manner provided for in Section 6.5(a)(2). Further, the spouses
         consent must acknowledge the specific nonspouse Beneficiary.
         Notwithstanding the foregoing, the nonspouse Beneficiary need not be
         acknowledged, provided the consent of the spouse acknowledges that the
         spouse has the right to limit consent only to a specific Beneficiary
         and that the spouse voluntarily elects to relinquish such right.

               (c) The election period to waive the Pre-Retirement Survivor
         Annuity shall begin on the first day of the Plan Year in which the
         Participant attains age 35 and end on the date of the Participant's
         death. An earlier waiver (with spousal consent) may be made provided a
         written (or such other form as permitted by the IRS) explanation of the
         Pre-Retirement Survivor Annuity is given to the Participant and such
         waiver becomes invalid at the beginning of the Plan Year in which the
         Participant turns age 35. In the event a Participant separates from
         service prior to the beginning of the election period, the election
         period shall begin on the date of such separation from service.

               (d) With regard to the election, the Administrator shall provide
         each Participant within the applicable election period, with respect to
         such Participant (and consistent with Regulations), a written (or such
         other form as permitted by the IRS) explanation of the Pre-Retirement
         Survivor Annuity containing comparable information to that required
         pursuant to Section 6.5(a)(5). For the purposes of this paragraph, the
         term "applicable period" means, with respect to a Participant,
         whichever of the following periods ends lag:

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



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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

               (2) A reasonable period after the individual becomes a
               Participant;

               (3) A reasonable period ending after the Plan no longer fully
               subsidizes the cost of the Pre-Retirement Survivor Annuity with
               respect to the Participant; or

               (4) A reasonable period ending after Code Section 401(a)(11)
               applies to the Participant.

               For purposes of applying this subsection, a reasonable period
         ending after the enumerated events described in (2), (3) and (4) is the
         end of the two (2) year period beginning one (1) year prior to the date
         the applicable event occurs, and ending one (1) year after that date.
         In the case of a Participant who separates from service before the Plan
         Year in which age 35 is attained, notice shall be provided within the
         two (2) year period beginning one (1) year prior to separation and
         ending one (1) year after separation. If such a Participant thereafter
         returns to employment with the Employer, the applicable period for such
         Participant shall be redetermined.

               (e) The Pre-Retirement Survivor Annuity provided for in this
         Section shall apply only to Participants who are credited with an Hour
         of Service on or after August 23, 1984. Former Participants who are not
         credited with an Hour of Service on or after August 23, 1984, shall be
         provided with rights to the Pre-Retirement Survivor Annuity in
         accordance with Section 303(e)(2) of the Retirement Equity Act of 1984.

               (f) If the value of the Pre-Retirement Survivor Annuity derived
         from Employer and Employee contributions does not exceed, and has never
         exceeded at the time of any prior distribution, $5,000 (or, $3,500 for
         distributions made prior to the later of the first day of the first
         Plan Year beginning after August 5, 1997, or the date specified in the
         Adoption Agreement) the Administrator shall direct the distribution of
         such amount to the Participant's spouse as soon as practicable. No
         distribution may be made under the preceding sentence after the Annuity
         Starting Date unless the spouse consents in writing (or in such other
         form as permitted by the IRS). If the value exceeds, or has ever
         exceeded at the time of any prior distribution, $5,000 (or, if
         applicable, $3,500), an immediate distribution of the entire amount may
         be made to the surviving spouse, provided such surviving spouse
         consents in writing (or in such other form as permitted by the IRS) to
         such distribution. Any consent required under this paragraph must be
         obtained not more than ninety (90) days before commencement of the
         distribution and shall be made in a manner consistent with Section
         6.5(a)(2). Notwithstanding the preceding, the "lookback rule" (which
         provides that if the present value at the time of a prior distribution
         exceeded the applicable dollar threshold, then the present value at any
         subsequent time is deemed to exceed the threshold) will not apply to
         any distributions made on or after October 17, 2000.

               (g) Death benefits may be paid to a Participant's Beneficiary in
         one of the following optional forms of benefits subject to the rules
         specified in Section 6.6(h) and the elections made in the Adoption
         Agreement. Such optional forms of distributions may be elected by the
         Participant in the event there is an election to waive the
         Pre-Retirement Survivor Annuity, and for any death benefits in excess
         of the Pre-Retirement Survivor Annuity. However, if no optional form of
         distribution was elected by the Participant prior to death, then the
         Participant's Beneficiary may elect the form of distribution:

               (1) One lump-sum payment in cash or in property that is allocated
               to the accounts of the Participant at the time of the
               distribution.

               (2) Partial withdrawals.

               (3) Payment in monthly, quarterly, semi-annual, or annual cash
               installments over a period to be determined by the Participant or
               the Participant's Beneficiary. In order to provide such
               installment payments, the Administrator may (A) segregate the
               aggregate amount thereof in a separate, federally insured savings
               account, certificate of deposit in a bank or savings and loan
               association, money market certificate or other liquid short-term
               security or (B) purchase a nontransferable annuity contract for a
               term certain (with no life contingencies) providing for such
               payment. After periodic installments commence, the Beneficiary
               shall have the right to reduce the period over which such
               periodic installments shall be made, and the cash amount of such
               periodic installments shall be adjusted accordingly.

               (4) In the form of an annuity over the life expectancy of the
               Beneficiary.

               (5) If death benefits in excess of the Pre-Retirement Survivor
               Annuity are to be paid to the surviving spouse, such benefits may
               be paid pursuant to (1), (2) or (3) above, or used to purchase an
               annuity so as to increase the payments made pursuant to the
               Pre-Retirement Survivor Annuity.

               (h) Notwithstanding any provision in the Plan to the contrary,
         distributions upon the death of a Participant shall be made in
         accordance with the following requirements and shall otherwise comply
         with Code Section 401(a)(9) and the Regulations thereunder.

               (1) If it is determined, pursuant to Regulations, that the
               distribution of a Participant's interest has begun and the
               Participant dies before the entire interest has been distributed,
               the remaining portion of such interest



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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

               shall be distributed at least as rapidly as under the method of
               distribution elected pursuant to Section 6.5 as of the date of
               death.

               (2) If a Participant dies before receiving any distributions of
         the interest in the Plan or before distributions are deemed to have
         begun pursuant to Regulations then the death benefit shall be
         distributed to the Participant's Beneficiaries in accordance with the
         following tales subject to the elections made in the Adoption Agreement
         and subsections 6.6(h)(3) and 6.6(i) below:

                   (i) The entire death benefit shall be distributed to the
                   Participant's Beneficiaries by December 31st of the calendar
                   year in which the fifth anniversary of the Participant's
                   death occurs;

                   (ii) The 5-year distribution requirement of (i) above shall
                   not apply to any portion of the deceased Participant's
                   interest which is payable to or for the benefit of a
                   designated Beneficiary. In such event, such portion shall be
                   distributed over the life of such designated Beneficiary (or
                   over a period not extending beyond the life expectancy of
                   such designated Beneficiary) provided such distribution
                   begins not later than December 31st of the calendar year
                   immediately following the calendar year in which the
                   Participant died (or such later date as may be prescribed by
                   Regulations);

                   (iii) However, in the event the Participant's spouse
                   (determined as of the date of the Participant's death) is the
                   designated Beneficiary, the provisions of (ii) above shall
                   apply except that the requirement that distributions commence
                   within one year of the Participant's death shall not apply.
                   In lieu thereof, distributions must commence on or before the
                   later of: (1) December 31st of the calendar year immediately
                   following the calendar year in which the Participant died; or
                   (2) December 31st of the calendar year in which the
                   Participant would have attained age 70 1/2. If the surviving
                   spouse dies before distributions to such spouse begin, then
                   the 5-year distribution requirement of this Section shall
                   apply as if the spouse was the Participant.

               (3) Notwithstanding subparagraph (2) above, or any elections made
               in the Adoption Agreement, if a Participant's death benefits are
               to be paid in the form of a Pre-Retirement Survivor Annuity, then
               distributions to the Participant's surviving spouse must commence
               on or before the later of: (1) December 31st of the calendar year
               immediately following the calendar year in which the Participant
               died; or (2) December 31st of the calendar year in which the
               Participant would have attained age 70 1/2.

               (i) For purposes of Section 6.6(h)(2), the election by a
         designated Beneficiary to be excepted from the 5-year distribution
         requirement (if permitted in the Adoption Agreement) must be made no
         later than December 31st of the calendar year following the calendar
         year of the Participant's death. Except, however, with respect to a
         designated Beneficiary who is the Participant's surviving spouse, the
         election must be made by the earlier of: (1) December 31st of the
         calendar year immediately following the calendar year in which the
         Participant died or, if later, December 31st of the calendar year in
         which the Participant would have attained age 70 1/2; or (2) December
         31st of the calendar year which contains the fifth anniversary of the
         date of the Participant's death. An election by a designated
         Beneficiary must be in writing (or in such other form as permitted by
         the IRS) and shall be irrevocable as of the last day of the election
         period stated herein. In the absence of an election by the Participant
         or a designated Beneficiary, the 5-year distribution requirement shall
         apply.

               (j) For purposes of this Section, the life expectancy of a
         Participant and a Participant's spouse (other than in the case of a
         life annuity) shall or shall not be redetermined annually as elected in
         the Adoption Agreement and in accordance with Regulations. If the
         Participant may elect, pursuant to the Adoption Agreement, to have life
         expectancies recalculated, then the election, once made shall be
         irrevocable. If no election is made by the time distributions must
         commence, then the life expectancy of the Participant and the
         Participant's spouse shall not be subject to recalculation. Life
         expectancy and joint and last survivor life expectancy shall be
         computed using the return multiples in Tables V and VI of Regulation
         Section 1.72-9.

               (k) For purposes of this Section, any amount paid to a child of
         the Participant will be treated as if it had been paid to the surviving
         spouse if the amount becomes payable to the surviving spouse when the
         child reaches the age of majority.

               (1) In the event that less than one hundred percent (100%) of a
         Participant's interest in the Plan is distributed to such Participant's
         spouse, the portion of the distribution attributable to the
         Participant's Voluntary Contribution Account shall be in the same
         proportion that the Participant's Voluntary Contribution Account bears
         to the Participant's total interest in the Plan.

               (m) Subject to the spouse's right of consent afforded under the
         Plan, the restrictions imposed by this Section shall not apply if a
         Participant has, prior to January 1, 1984, made a written designation
         to have death benefits paid in an alternative method acceptable under
         Code Section 401(a) as in effect prior to the enactment of the Tax
         Equity and Fiscal Responsibility Act of 1982 (TEFRA).



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6.7      TIME OF DISTRIBUTION

               Except as limited by Sections 6.5 and 6.6, whenever a
distribution is to be made, or a series of payments are to commence, the
distribution or series of payments may be made or begun on such date or as soon
thereafter as is practicable. However, unless a Former Participant elects in
writing to defer the receipt of benefits (such election may not result in a
death benefit that is more than incidental), the payment of benefits shall begin
not later than the sixtieth (60th) day after the close of the Plan Year in which
the latest of the following events occurs: (a) the date on which the Participant
attains the earlier of age 65 or the Normal Retirement Age specified herein; (b)
the tenth (10th) anniversary of the year in which the Participant commenced
participation in the Plan; or (c) the date the Participant terminates service
with the Employer.

               Notwithstanding the foregoing, the failure of a Participant and,
if applicable, the Participant's spouse, to consent to a distribution that is
"immediately distributable" (within the meaning of Section 6.5(d)), shall be
deemed to be an election to defer the commencement of payment of any benefit
sufficient to satisfy this Section.

6.8      DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY

               In the event a distribution is to be made to a minor or
incompetent Beneficiary, then the Administrator may direct that such
distribution be paid to the legal guardian, or if none in the case of a minor
Beneficiary, to a parent of such Beneficiary, or to the custodian for such
Beneficiary under the Uniform Gift to Minors Act or Gift to Minors Act, if such
is permitted by the laws of the state in which said Beneficiary resides. Such a
payment to the legal guardian, custodian or parent of a minor or incompetent
Beneficiary shall fully discharge the Trustee, Employer, and Plan from further
liability on account thereof.

6.9      LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

               In the event that all, or any portion, of the distribution
payable to a Participant or Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or Normal Retirement Age, remain unpaid
solely by reason of the inability of the Administrator, after sending a
registered letter, return receipt requested, to the last known address, and
after further diligent effort, to ascertain the whereabouts of such Participant
or Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant to the Plan. Notwithstanding the foregoing, if the value of a
Participant's Vested benefit derived from Employer and Employee contributions
does not exceed $5,000, then the amount distributable may be treated as a
Forfeiture at the time it is determined that the whereabouts of the Participant
or the Participant's Beneficiary can not be ascertained. In the event a
Participant or Beneficiary is located subsequent to the Forfeiture, such benefit
shall be restored, first from Forfeitures, if any, and then from an additional
Employer contribution, if necessary. Upon Plan termination, the portion of the
distributable amount that is an "eligible rollover distribution" as defined in
Plan Section 6.14(b)(l) may be paid directly to an individual retirement account
described in Code Section 408(a) or an individual retirement annuity described
in Code Section 408(b). However, regardless of the preceding, a benefit that is
lost by reason of escheat under applicable state law is not treated as a
Forfeiture for purposes of this Section nor as an impermissible forfeiture under
the Code.

6.10     IN-SERVICE DISTRIBUTION

               For Profit Sharing Plans and 401(k) Profit Sharing Plans, if
elected in the Adoption Agreement, at such time as the conditions set forth in
the Adoption Agreement have been satisfied, then the Administrator, at the
election of a Participant who has not severed employment with the Employer,
shall direct the distribution of up to the entire Vested amount then credited to
the accounts as elected in the Adoption Agreement maintained on behalf of such
Participant. In the event that the Administrator makes such a distribution, the
Participant shall continue to be eligible to participate in the Plan on the same
basis as any other Employee. Any distribution made pursuant to this Section
shall be made in a manner consistent with Section 6.5, including, but not
limited to, all notice and consent requirements of Code Sections 411(a)(11) and
417 and the Regulations thereunder. Furthermore, if an in-service distribution
is permitted from more than one account type, the Administrator may determine
any ordering of a Participant's in-service distribution from such accounts.

6.11     ADVANCE DISTRIBUTION FOR HARDSHIP

               (a) For Profit Sharing Plans and 401(k) Plans (except to the
         extent Section 12.9 applies), if elected in the Adoption Agreement, the
         Administrator, at the election of the Participant, shall direct the
         distribution to any Participant in any one Plan Year up to the lesser
         of 100% of the Vested interest of the Participant's Combined Account
         valued as of the last Valuation Date or the amount necessary to satisfy
         the immediate and heavy financial need of the Participant. Any
         distribution made pursuant to this Section shall be deemed to be made
         as of the first day of the Plan Year or, if later, the Valuation Date
         immediately preceding the date of distribution, and the account from
         which the distribution is made shall be reduced accordingly. Withdrawal
         under this Section shall be authorized only if the distribution is for
         an immediate and heavy financial need. The Administrator will determine
         whether there is an immediate and heavy financial need based on the
         facts and circumstances. An immediate and heavy financial need
         includes, but is not limited to, a distribution for one of the
         following:

               (1) Medical expenses described in Code Section 213(d) incurred by
               the Participant, the Participant's spouse, or any of the
               Participant's dependents (as defined in Code Section 152) or
               necessary for these persons to obtain medical care as described
               in Code Section 213(d);



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               (2) Costs directly related to the purchase (excluding mortgage
               payments) of a principal residence for the Participant;

               (3) Funeral expenses for a member of the Participant's family;

               (4) Payment of tuition, related educational fees, and room and
               board expenses, for the next twelve (12) months of post-secondary
               education for the Participant, the Participant's spouse,
               children, or dependents (as defined in Code Section 152); or

               (5) Payments necessary to prevent the eviction of the Participant
               from the Participant's principal residence or foreclosure on the
               mortgage on that residence.

               (b) If elected in the Adoption Agreement, no distribution shall
         be made pursuant to this Section from the Participant's Account until
         such Account has become fully Vested. Furthermore, if a hardship
         distribution is permitted from more than one account type, the
         Administrator may determine any ordering of a Participant's hardship
         distribution from such accounts.

               (c) Any distribution made pursuant to this Section shall be made
         in a manner which is consistent with and satisfies the provisions of
         Section 6.5, including, but not limited to, all notice and consent
         requirements of Code Sections 411(a)(11) and 417 and the Regulations
         thereunder.

6.12     SPECIAL RULE FOR CERTAIN PROFIT SHARING PLANS

               (a) The provisions of this Section apply to a Participant in a
         Profit Sharing Plan or 401(k) Profit Sharing Plan to the extent elected
         in the Adoption Agreement.

               (b) If an election is made to not offer life annuities as a form
         of distribution, then a Participant shall be prohibited from electing
         benefits in the form of a life annuity and the Joint and Survivor
         Annuity provisions of Section 6.5 shall not apply.

               (c) Notwithstanding anything in Sections 6.2 and 6.6 to the
         contrary, upon the death of a Partcipant, the automatic form of
         distribution will be a lump-sum rather than a Qualified Pre-Retirement
         Survivor Annuity. Furthermore, the Participant's spouse will be the
         Beneficiary of the Participant's entire Vested interest in the Plan
         unless an election is made to waive the spouse as Beneficiary. The
         other provisions in Section 6.2 shall be applied by treating the death
         benefit in this subsection as though it is a Qualified Pre-Retirement
         Survivor Annuity.

               (d) Except to the extent otherwise provided in this Section, the
         provisions of Sections 6.2, 6.5 and 6.6 regarding spousal consent shall
         be inoperative with respect to this Plan.

               (e) If a distribution is one to which Code Sections 401(a)(11)
         and 417 do not apply, such distribution may commence less than thirty
         (30) days after the notice required under Regulation 1.411(a)-11(c) is
         given, provided that:

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

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

6.13       QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

               All rights and benefits, including elections, provided to a
Participant in this Plan shall be subject to the rights afforded to any
"alternate payee" under a "qualified domestic relations order." Furthermore, a
distribution to an "alternate payee" shall be permitted if such distribution is
authorized by a "qualified domestic relations order," even if the affected
Participant has not reached the "earliest retirement age" under the Plan. For
the purposes of this Section, "alternate payee," "qualified domestic relations
order" and "earliest retirement age" shall have the meanings set forth under
Code Section 414(p).

6.14     DIRECT ROLLOVERS

               (a) Notwithstanding any provision of the Plan to the contrary
         that would otherwise limit a "distributee's" election under this
         Section, a "distributee" may elect, at the time and in the manner
         prescribed by the Administrator, to have any portion of an "eligible
         rollover distribution" that is equal to at least $500 paid directly to
         an "eligible retirement plan" specified by the "distributee" in a
         "direct rollover."



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

               (1) An "eligible rollover distribution" means any distribution
               described in Code Section 402(c)(4) and generally includes any
               distribution of all or any portion of the balance to the credit
               of the distributee, except that an "eligible rollover
               distribution" does not include: any distribution that is one of a
               series of substantially equal periodic payments (not less
               frequently than annually) made for the life (or life expectancy)
               of the "distributee" or the joint lives (or joint life
               expectancies) of the "distributee" and the "distributee's"
               designated beneficiary, or for a specified period of ten (10)
               years or more; any distribution to the extent such distribution
               is required under Code Section 401(a)(9); the portion of any
               other distribution(s) that is not includible in gross income
               (determined without regard to the exclusion for net unrealized
               appreciation with respect to employer securities); for
               distributions made after December 31, 1998, any hardship
               distribution described in Code Section 401(k)(2)(B)(i)(IV); and
               any other distribution reasonably expected to total less than
               $200 during a year.

               (2) An "eligible retirement plan" is an individual retirement
               account described in Code Section 408(a), an individual
               retirement annuity described in Code Section 408(b), an annuity
               plan described in Code Section 403(a), or a qualified plan
               described in Code Section 401(a), that accepts the
               "distributee's" "eligible rollover distribution." However, in the
               case of an "eligible rollover distribution" to the surviving
               spouse, an "eligible retirement plan" is an individual retirement
               account or individual retirement annuity.

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

               (4) A "direct rollover" is a payment by the Plan to the "eligible
               retirement plan" specified by the "distributee."

6.15     TRANSFER OF ASSETS FROM A MONEY PURCHASE PLAN

               (a) This Section shall be effective as of the following date:

               (1) for Plans not entitled to extended reliance as described in
               Revenue Ruling 94-76, the first day of the first Plan Year
               beginning on or after December 12, 1994, or if later, 90 days
               after December 12, 1994; or

               (2) for Plans entitled to extended reliance as described in
               Revenue Ruling 94-76, as of the first day of the first Plan Year
               following the Plan Year in which the extended reliance period
               applicable to the Plan ends. However, in the event of a transfer
               of assets to the Plan from a money purchase plan that occurs
               after the date of the most recent determination letter, the
               effective date of the amendment shall be the date immediately
               preceding the date of such transfer of assets.

               (b) Notwithstanding any provision of this Plan to the contrary,
         to the extent that any optional form of benefit under this Plan permits
         a distribution prior to the Employee's retirement, death, disability,
         or severance from employment, and prior to Plan termination, the
         optional form of benefit is not available with respect to benefits
         attributable to assets (including the post-transfer earnings thereon)
         and liabilities that are transferred, within the meaning of Code
         Section 414(l), to this Plan from a money purchase pension plan
         qualified under Code Section 401(a) (other than any portion of those
         assets and liabilities attributable to after-tax voluntary Employee
         contributions or to a direct or indirect rollover contribution).

6.16     ELECTIVE TRANSFERS OF BENEFITS TO OTHER PLANS

               (a) If a voluntary, fully-informed election is made by a
         Participant, then if the conditions set forth herein are satisfied, a
         Participant's entire benefit may be transferred between qualified plans
         (other than any direct rollover described in Q&A-3 of Regulation
         1.401(a)(31)-1). As an alternative to the transfer, the Participant may
         elect to retain the Participant's "Section 411(d)(6) protected
         benefits" under the Plan (or, if the plan is terminating, to receive
         any optional form of benefit for which the Participant is eligible
         under the plan as required by Code Section 411(d)(6)). A transfer
         between qualified plans may only be made pursuant to this subsection if
         the following additional requirements are met:

                   (i) The transfer occurs at a time at which the participant's
                   benefits are distributable. A Participant's benefits are
                   distributable on a particular date if, on that date, the
                   Participant is eligible, under the terms of the Plan, to
                   receive an immediate distribution of these benefits (e.g., in
                   the form of an immediately commencing annuity) from that plan
                   under provisions of the plan not inconsistent with Code
                   Section 401(a);

                   (ii) For transfers that occur on or after January 1, 2002,
                   the transfer occurs at a time at which the Participant is not
                   eligible to receive an immediate distribution of the
                   participant's entire



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                   nonforfeitable accrued benefit in a single-sum distribution
                   that would consist entirely of an eligible rollover
                   distribution within the meaning of Code Section
                   401(a)(31)(C);

                   (iii) The participant is fully Vested in the transferred
                   benefit in the transferee plan;

                   (iv) In the case of a transfer from a defined contribution
                   plan to a defined benefit plan, the defined benefit plan
                   provides a minimum benefit, for each Participant whose
                   benefits are transferred, equal to the benefit, expressed as
                   an annuity payable at normal retirement age, that is derived
                   solely on the basis of the amount transferred with respect to
                   such Participant; and

                   (v) The amount of the benefit transferred, together with the
                   amount of any contemporaneous Code Section 401(a)(31) direct
                   rollover to the transferee plan, equals the Participant's
                   entire nonforfeitable accrued benefit under the Plan.

               (b) If a voluntary, fully-informed election is made by a
         Participant, then if the conditions set forth herein are satisfied, a
         Participant's entire benefit may be transferred between qualified
         defined contribution plans (other than any direct rollover described in
         Q&A-3 of Regulation 1.401(a)(31)-1). As an alternative to the transfer,
         the participant may elect to retain the Participant's "Section
         411(d)(6) protected benefits" under the Plan (or, if the plan is
         terminating, to receive any optional form of benefit for which the
         Participant is eligible under the plan as required by Code Section
         411(d)(6)). A transfer between qualified plans may only be made
         pursuant to this subsection if the following additional requirements
         are met:

                   (i) To the extent the benefits are transferred from a money
                   purchase pension plan, the transferee plan must be a money
                   purchase pension plan. To the extent the benefits being
                   transferred are part of a qualified cash or deferred
                   arrangement under Code Section 401(k), the benefits must be
                   transferred to a qualified cash or deferred arrangement under
                   Code Section 401(k). Benefits transferred from a
                   profit-sharing plan other than from a qualified cash or
                   deferred arrangement, or from a stock bonus plan other than
                   an employee stock ownership plan, may be transferred to any
                   type of defined contribution plan; and

                   (ii) The transfer must be made either in connection with an
                   asset or stock acquisition, merger, or other similar
                   transaction involving a change in employer of the employees
                   of a trade or business (i.e., an acquisition or disposition
                   within the meaning of Regulation 1.410(b)-2(f)) or in
                   connection with the Participant's change in employment status
                   to an employment status with respect to which the Participant
                   is not entitled to additional allocations under the Plan.

                                   ARTICLE VII
                              TRUSTEE AND CUSTODIAN

7.1      BASIC RESPONSIBILITIES OF THE TRUSTEE

               (a) The provisions of this Article, other than Section 7.6, shall
         not apply to this Plan if a separate trust agreement is being used as
         specified in the Adoption Agreement.

               (b) The Trustee is accountable to the Employer for the funds
         contributed to the Plan by the Employer, but the Trustee does not have
         any duty to see that the contributions received comply with the
         provisions of the Plan. The Trustee is not obligated to collect any
         contributions from the Employer, nor is it under a duty to see that
         fiends deposited with it are deposited in accordance with the
         provisions of the Plan.

               (c) The Trustee will credit and distribute the Trust Fund as
         directed by the Administrator. The Trustee is not obligated to inquire
         as to whether any payee or distributee is entitled to any payment or
         whether the distribution is proper or within the terms of the Plan, or
         whether the manner of making any payment or distribution is proper. The
         Trustee is accountable only to the Administrator for any payment or
         distribution made by it in good faith on the order or direction of the
         Administrator.

               (d) In the event that the Trustee shall be directed by a
         Participant (pursuant to the Participant Direction Procedures if the
         Plan permits Participant directed investments), the Employer, or an
         Investment Manager or other agent appointed by the Employer with
         respect to the investment of any or all Plan assets, the Trustee shall
         have no liability with respect to the investment of such assets, but
         shall be responsible only to execute such investment instructions as so
         directed.

               (1) The Trustee shall be entitled to rely fully on the written
               (or other form acceptable to the Administrator and the Trustee,
               including but not limited to, voice recorded) instructions of a
               Participant (pursuant to the Participant Direction Procedures),
               the Employer, or any Fiduciary or nonfiduciary agent of the
               Employer, in the discharge of such duties, and shall not be
               liable for any loss or other liability resulting from such
               direction (or lack of direction) of the investment of any part of
               the Plan assets.



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               (2) The Trustee may delegate the duty of executing such
               instructions to any nonfiduciary agent, which may be an affiliate
               of the Trustee or any Plan representative.

               (3) The Trustee may refuse to comply with any direction from the
               Participant in the event the Trustee, in its sole and absolute
               discretion, deems such direction improper by virtue of applicable
               law. The Trustee shall not be responsible or liable for any loss
               or expense that may result from the Trustee's refusal or failure
               to comply with any direction from the Participant.

               (4) Any costs and expenses related to compliance with the
               Participant's directions shall be borne by the Participant's
               Directed Account, unless paid by the Employer.

               (5) Notwithstanding anything herein above to the contrary, the
               Trustee shall not invest any portion of a Participant's Directed
               Account in "collectibles" within the meaning of Code Section
               408(m).

               (e) The Trustee will maintain records of receipts and
         disbursements and furnish to the Employer and/or Administrator for each
         Plan Year a written annual report pursuant to Section 7.9.

               (f) The Trustee may employ a bank or trust company pursuant to
         the terms of its usual and customary bank agency agreement, under which
         the duties of such bank or trust company shall be of a custodial,
         clerical and record-keeping nature.

               (g) The Trustee may employ and pay from the Trust Fund reasonable
         compensation to agents, attorneys, accountants and other persons to
         advise the Trustee as in its opinion may be necessary. The Trustee may
         delegate to any agent, attorney, accountant or other person selected by
         it any non-Trustee power or duty vested in it by the Plan, and the
         Trustee may act or refrain from acting on the advice or opinion of any
         such person.

7.2      INVESTMENT POWERS AND DUTIES OF DISCRETIONARY TRUSTEE

               (a) This Section applies if the Employer, in the Adoption
         Agreement or as otherwise agreed upon by the Employer and the Trustee,
         designates the Trustee to administer all or a portion of the trust as a
         discretionary Trustee. If so designated, then the Trustee has the
         discretion and authority to invest, manage and control those Plan
         assets except, however, with respect to those assets which are subject
         to the investment direction of a Participant (if Participant directed
         investments are permitted), or an Investment Manager, the
         Administrator, or other agent appointed by the Employer. The exercise
         of any investment discretion hereunder shall be consistent with the
         "funding policy and method" determined by the Employer.

               (b) The Trustee shall, except as otherwise provided in this Plan,
         invest and reinvest the Trust Fund to keep the Trust Fund invested
         without distinction between principal and income and in such securities
         or property, real or personal, wherever situated, as the Trustee shall
         deem advisable, including, but not limited to, common or preferred
         stocks, open-end or closed-end mutual funds, bonds and other evidences
         of indebtedness or ownership, and real estate or any interest therein.
         The Trustee shall at all times in making investments of the Trust Fund
         consider, among other factors, the short and long-term financial needs
         of the Plan on the basis of information furnished by the Employer. In
         making such investments, the Trustee shall not be restricted to
         securities or other property of the character expressly authorized by
         the applicable law for trust investments; however, the Trustee shall
         give due regard to any limitations imposed by the Code or the Act so
         that at all times this Plan may qualify as a qualified Plan and Trust.

               (c) The Trustee, in addition to all powers and authorities under
         common law, statutory authority, including the Act, and other
         provisions of this Plan, shall have the following powers and
         authorities to be exercised in the Trustee's sole discretion:

               (1) To purchase, or subscribe for, any securities or other
               property and to retain the same. In conjunction with the purchase
               of securities, margin accounts may be opened and maintained;

               (2) To sell, exchange, convey, transfer, grant options to
               purchase, or otherwise dispose of any securities or other
               property held by the Trustee, by private contract or at public
               auction. No person dealing with the Trustee shall be bound to see
               to the application of the purchase money or to inquire into the
               validity, expediency, or propriety of any such sale or other
               disposition, with or without advertisement;

               (3) To vote upon any stocks, bonds, or other securities; to give
               general or special proxies or powers of attorney with or without
               power of substitution; to exercise any conversion privileges,
               subscription rights or other options, and to make any payments
               incidental thereto; to oppose, or to consent to, or otherwise
               participate in, corporate reorganizations or other changes
               affecting corporate securities, and to delegate discretionary
               powers, and to pay any assessments or charges in connection
               therewith; and generally to exercise any of the powers of an
               owner with respect to stocks, bonds, securities, or other
               property. However, the Trustee shall not vote proxies relating to
               securities for which it has not been assigned full investment
               management responsibilities. In those cases where another party
               has such investment authority or discretion, the Trustee will
               deliver all proxies to said party who will then have full
               responsibility for voting those proxies;



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               (4) To cause any securities or other property to be registered in
               the Trustee's own name, in the name of one or more of the
               Trustee's nominees, in a clearing corporation, in a depository,
               or in book entry form or in bearer form, but the books and
               records of the Trustee shall at all times show that all such
               investments are part of the Trust Fund;

               (5) To invest in a common, collective, or pooled trust fund (the
               provisions of which are incorporated herein by reference)
               maintained by any Trustee (or any affiliate of such Trustee)
               hereunder pursuant to Revenue Ruling 81-100, all or such part of
               the Trust Fund as the Trustee may deem advisable, and the part of
               the Trust Fund so transferred shall be subject to all the terms
               and provisions of the common, collective, or pooled trust fund
               which contemplate the commingling for investment purposes of such
               trust assets with trust assets of other trusts. The name of the
               trust fund may be specified in an addendum to the Adoption
               Agreement. The Trustee may withdraw from such common, collective,
               or pooled trust fund all or such part of the Trust Fund as the
               Trustee may deem advisable;

               (6) To borrow or raise money for the purposes of the Plan in such
               amount, and upon such terms and conditions, as the Trustee shall
               deem advisable; and for any sum so borrowed, to issue a
               promissory note as Trustee, and to secure the repayment thereof
               by pledging all, or any part, of the Trust Fund; and no person
               lending money to the Trustee shall be bound to see to the
               application of the money lent or to inquire into the validity,
               expediency, or propriety of any borrowing;

               (7) To accept and retain for such time as it may deem advisable
               any securities or other property received or acquired by it as
               Trustee hereunder, whether or not such securities or other
               property would normally be purchased as investments hereunder;

               (8) To make, execute, acknowledge, and deliver any and all
               documents of transfer and conveyance and any and all other
               instruments that may be necessary or appropriate to carry out the
               powers herein granted;

               (9) To settle, compromise, or submit to arbitration any claims,
               debts, or damages due or owing to or from the Plan, to commence
               or defend suits or legal or administrative proceedings, and to
               represent the Plan in all suits and legal and administrative
               proceedings;

               (10) To employ suitable agents and counsel and to pay their
               reasonable expenses and compensation, and such agents or counsel
               may or may not be an agent or counsel for the Employer;

               (11) To apply for and procure from the Insurer as an investment
               of the Trust Fund any annuity or other Contracts (on the life of
               any Participant, or in the case of a Profit Sharing Plan
               (including a 401(k) plan), on the life of any person in whom a
               Participant has an insurable interest, or on the joint lives of a
               Participant and any person in whom the Participant has an
               insurable interest) as the Administrator shall deem proper, to
               exercise, at any time or from time to time, whatever rights and
               privileges may be granted under such annuity, or other Contracts;
               to collect, receive, and settle for the proceeds of all such
               annuity, or other Contracts as and when entitled to do so under
               the provisions thereof;

               (12) To invest funds of the Trust in time deposits or savings
               accounts bearing a reasonable rate of interest or in cash or cash
               balances without liability for interest thereon, including the
               specific authority to invest in any type of deposit of the
               Trustee (or of a financial institution related to the Trustee);

               (13) To invest in Treasury Bills and other forms of United States
               government obligations:

               (14) To sell, purchase and acquire put or call options if the
               options are traded on and purchased through a national securities
               exchange registered under the Securities Exchange Act of 1934, as
               amended, or, if the options are not traded on a national
               securities exchange, are guaranteed by a member firm of the New
               York Stock Exchange regardless of whether such options are
               covered;

               (15) To deposit monies in federally insured savings accounts or
               certificates of deposit in banks or savings and loan associations
               including the specific authority to make deposit into any savings
               accounts or certificates of deposit of the Trustee (or a
               financial institution related to the Trustee);

               (16) To pool all or any of the Trust Fund, from time to time,
               with assets belonging to any other qualified employee pension
               benefit trust created by the Employer or any Affiliated Employer,
               and to commingle such assets and make joint or common investments
               and carry joint accounts on behalf of this Plan and Trust and
               such other trust or trusts, allocating undivided shares or
               interests in such investments or accounts or any pooled assets of
               the two or more trusts in accordance with their respective
               interests; and

               (17) To do all such acts and exercise all such rights and
               privileges, although not specifically mentioned herein, as the
               Trustee may deem necessary to carry out the purposes of the Plan.



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7.3      INVESTMENT POWERS AND DUTIES OF NONDISCRETIONARY TRUSTEE

               (a) This Section applies if the Employer, in the Adoption
         Agreement or as otherwise agreed upon by the Employer and the Trustee,
         designates the Trustee to administer all or a portion of the trust as a
         nondiscretionary Trustee. If so designated, then the Trustee shall have
         no discretionary authority to invest, manage, or control those Plan
         assets, but must act solely as a directed Trustee of those Plan assets.
         A nondiscretionary Trustee, as directed Trustee of the Plan funds it
         holds, is authorized and empowered, by way of limitation, with the
         powers, rights and duties set forth herein and in Section 7.14, each of
         which the nondiscretionary Trustee exercises solely as directed Trustee
         in accordance with the direction of the party which has the authority
         to manage and control the investment of the Plan assets. If no
         directions are provided to the Trustee, the Employer will provide
         necessary direction. Furthermore, the Employer and the nondiscretionary
         Trustee may, in writing, limit the powers of the nondiscretionary
         Trustee to any combination of powers listed within this Section.

               (b) The Trustee, in addition to all powers and authorities under
         common law, statutory authority, including the Act, and other
         provisions of this Plan, shall have the following powers and
         authorities:

               (1) To invest the assets, without distinction between principal
               and income, in securities or property, real or personal, wherever
               situated, including, but not limited to, common or preferred
               stocks, open-end or closed-end mutual funds, bonds and other
               evidences of indebtedness or ownership, and real estate or any
               interest therein. In making such investments, the Trustee shall
               not be restricted to securities or other property of the
               character expressly authorized by the applicable law for trust
               investments; however, the Trustee shall give due regard to any
               limitations imposed by the Code or the Act so that at all times
               this Plan may qualify as a qualified Plan and Trust.

               (2) To purchase, or subscribe for, any securities or other
               property and to retain the same. In conjunction with the purchase
               of securities, margin accounts may be opened and maintained;

               (3) To sell, exchange, convey, transfer, grant options to
               purchase, or otherwise dispose of any securities or other
               property held by the Trustee, by private contract or at public
               auction. No person dealing with the Trustee shall be bound to see
               to the application of the purchase money or to inquire into the
               validity, expediency, or propriety of any such sale or other
               disposition, with or without advertisement;

               (4) At the direction of the party which has the authority or
               discretion, to vote upon any stocks, bonds, or other securities;
               to give general or special proxies or powers of attorney with or
               without power of substitution: to exercise any conversion
               privileges, subscription rights or other options, and to make any
               payments incidental thereto; to oppose, or to consent to, or
               otherwise participate in, corporate reorganizations or other
               changes affecting corporate securities, and to delegate powers,
               and pay any assessments or charges in connection therewith; and
               generally to exercise any of the powers of an owner with respect
               to stocks, bonds, securities, or other property;

               (5) To cause any securities or other property to be registered in
               the Trustee's own name, in the name of one or more of the
               Trustee's nominees, in a clearing corporation, in a depository,
               or in book entry form or in bearer form, but the books and
               records of the Trustee shall at all times show that all such
               investments are part of the Trust Fund;

               (6) To invest in a common, collective, or pooled trust fund (the
               provisions of which are incorporated herein by reference)
               maintained by any Trustee (or any affiliate of such Trustee)
               hereunder pursuant to Revenue Ruling 81-100, all or such part of
               the Trust Fund as the party which has the authority to manage and
               control the investment of the assets shall deem advisable, and
               the part of the Trust Fund so transferred shall be subject to all
               the terms and provisions of the common, collective, or pooled
               trust fund which contemplate the commingling for investment
               purposes of such trust assets with trust assets of other trusts.
               The name of the trust fund may be specified in an addendum to the
               Adoption Agreement;

               (7) To borrow or raise money for the purposes of the Plan in such
               amount, and upon such terms and conditions, as the Trustee shall
               deem advisable; and for any sum so borrowed, to issue a
               promissory note as Trustee, and to secure the repayment thereof
               by pledging all, or any part, of the Trust Fund; and no person
               lending money to the Trustee shall be bound to see to the
               application of the money lent or to inquire into the validity,
               expediency, or propriety of any borrowing;

               (8) To make, execute, acknowledge, and deliver any and all
               documents of transfer and conveyance and any and all other
               instruments that may be necessary or appropriate to carry out the
               powers herein granted;

               (9) To settle, compromise, or submit to arbitration any claims,
               debts, or damages due or owing to or from the Plan, to commence
               or defend suits or legal or administrative proceedings, and to
               represent the Plan in all suits and legal and administrative
               proceedings;

               (10) To employ suitable agents and counsel and to pay their
               reasonable expenses and compensation, and such agent or counsel
               may or may not be an agent or counsel for the Employer;



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               (11) To apply for and procure from the Insurer as an investment
               of the Trust Fund any annuity or other Contracts (on the life of
               any Participant, or in the case of a Profit Sharing Plan
               (including a 401(k) plan), on the life of any person in whom a
               Participant has an insurable interest, or on the joint lives of a
               Participant and any person in whom the Participant has an
               insurable interest) as the Administrator shall deem proper; to
               exercise, at the direction of the person with the authority to do
               so, whatever rights and privileges may be granted under such
               annuity or other Contracts; to collect, receive, and settle for
               the proceeds of all such annuity or other Contracts as and when
               entitled to do so under the provisions thereof;

               (12) To invest funds of the Trust in time deposits or savings
               accounts bearing a reasonable rate of interest or in cash or cash
               balances without liability for interest thereon, including the
               specific authority to invest in any type of deposit of the
               Trustee (or of a financial institution related to the Trustee);

               (13) To invest in Treasury Bills and other forms of United States
               government obligations;

               (14) To sell, purchase and acquire put or call options if the
               options are traded on and purchased through a national securities
               exchange registered under the Securities Exchange Act of 1934, as
               amended, or, if the options are not traded on a national
               securities exchange, are guaranteed by a member firm of the New
               York Stock Exchange regardless of whether such options are
               covered;

               (l5) To deposit monies in federally insured savings accounts or
               certificates of deposit in banks or savings and loan associations
               including the specific authority to make deposit into any savings
               accounts or certificates of deposit of the Trustee (or a
               financial institution related to the Trustee); and

               (16) To pool all or any of the Trust Fund, from time to time,
               with assets belonging to any other qualified employee pension
               benefit trust created by the Employer or any Affiliated Employer,
               and to commingle such assets and make joint or common investments
               and carry joint accounts on behalf of this Plan and such other
               trust or trusts, allocating undivided shares or interests in such
               investments or accounts or any pooled assets of the two or more
               trusts in accordance with their respective interests.

7.4      POWERS AND DUTIES OF CUSTODIAN

               If there is a discretionary Trustee, the Employer may appoint a
custodian. A custodian has the same powers, rights and duties as a
nondiscretionary Trustee. Any reference in the Plan to a Trustee also is a
reference to a custodian unless the context of the Plan indicates otherwise. A
limitation of the Trustee's liability by Plan provision also acts as a
limitation of the custodian's liability. Any action taken by the custodian at
the discretionary Trustee's direction satisfies any provision in the Plan
referring to the Trustee taking that action. The resignation or removal of the
custodian shall be made in accordance with Section 7.11 as though the custodian
were a Trustee.

7.5      LIFE INSURANCE

               (a) The Trustee, at the direction of the Administrator and
         pursuant to instructions from the individual designated in the Adoption
         Agreement for such purpose and subject to the conditions set forth in
         the Adoption Agreement, shall ratably apply for, own, and pay all
         premiums on Contracts on the lives of the Participants or, in the case
         of Profit Sharing Plan (including a 401(k) plan), on the life of any
         person in whom the Participant has an insurable interest or on the
         joint lives of a Participant and any person in whom the Participant has
         an insurable interest. Any initial or additional Contract purchased on
         behalf of a Participant shall have a face amount of not less than
         $1,000, the amount set forth in the Adoption Agreement, or the
         limitation of the Insurer, whichever is greater. If a life insurance
         Contract is to be purchased for a Participant or Former Participant,
         then the aggregate premium for ordinary life insurance for each
         Participant or Former Participant must be less than 50% of the
         aggregate contributions and Forfeitures allocated to the Participant's
         or Former Participant's Combined Account. For purposes of this
         limitation, ordinary life insurance Contracts are Contracts with both
         non-decreasing death benefits and non-increasing premiums. If term
         insurance or universal life insurance is purchased, then the aggregate
         premium must be 25% or less of the aggregate contributions and
         Forfeitures allocated to the Participant's or Former Participant's
         Combined Account. If both term insurance and ordinary life insurance
         are purchased, then the premium for term insurance plus one-half of the
         premium for ordinary life insurance may not in the aggregate exceed 25%
         of the aggregate Employer contributions and Forfeitures allocated to
         the Participant's or Former Participant's Combined Account.
         Notwithstanding the preceding, the limitations imposed herein with
         respect to the purchase of life insurance shall not apply, in the case
         of a Profit Sharing Plan (including a 401(k) plan), to the portion of
         the Participant's Account that has accumulated for at least two (2)
         Plan Years or to the entire Participant's Account if the Participant
         has been a Participant in the Plan for at least five (5) years. Amounts
         transferred to this Plan in accordance with Section 4.6(e)(ii), (iii)
         or (v) and a Participant's or Former Participant's Voluntary
         Contribution Account may be used to purchase Contracts without
         limitation.

               (b) The Trustee must distribute the Contracts to the Participant
         or Former Participant or convert the entire value of the Contracts at
         or before retirement into cash or provide for a periodic income so that
         no portion of such value may be used to continue life insurance
         protection beyond commencement of benefits. Furthermore, if a Contract
         is purchased on the joint lives of the Participant and another person
         and such other person predeceases the Participant, then the Contract
         may not be maintained under this Plan.



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               (c) Notwithstanding anything herein above to the contrary,
         amounts credited to a Participant's Qualified Voluntary Employee
         Contribution Account pursuant to Section 4.9, shall not be applied to
         the purchase of life insurance Contracts. Furthermore, no life
         insurance Contracts shall be required to be obtained on an individual's
         life if, for any reason (other than the nonpayment of premiums) the
         Insurer will not issue a Contract on such individual's life.

                  (d) The Trustee will be the owner of any life insurance
         Contract purchased under the terms of this Plan. The Contract must
         provide that the proceeds will be payable to the Trustee; however, the
         Trustee shall be required to pay over all proceeds of the Contract to
         the Participant's designated Beneficiary in accordance with the
         distribution provisions of Article VI. A Participant's spouse will be
         the designated Beneficiary pursuant to Section 6.2, unless a qualified
         election has been made in accordance with Sections 6.5 and 6.6 of the
         Plan, if applicable. Under no circumstances shall the Trust retain any
         part of the proceeds that are in excess of the cash surrender value
         immediately prior to death. However, the Trustee shall not pay the
         proceeds in a method that would violate the requirements of the
         Retirement Equity Act of 1984, as stated in Article VI of the Plan, or
         Code Section 401(a)(9) and the Regulations thereunder. In the event of
         any conflict between the terms of this Plan and the terms of any
         insurance Contract purchased hereunder, the Plan provisions shall
         control.

7.6      LOANS TO PARTICIPANTS

               (a) If specified in the Adoption Agreement, the Trustee (or the
         Administrator if the Trustee is a nondiscretionary Trustee or if loans
         are treated as Participant directed investments pursuant to the
         Adoption Agreement) may, in the Trustee's (or, if applicable, the
         Administrator's) sole discretion, make loans to Participants or
         Beneficiaries under the following circumstances: (1) loans shall be
         made available to all Participants and Beneficiaries on a reasonably
         equivalent basis; (2) loans shall not be made available to Highly
         Compensated Employees in an amount greater than the amount made
         available to other Participants; (3) loans shall bear a reasonable rate
         of interest; (4) loans shall be adequately secured; and (5) loans shall
         provide for periodic repayment over a reasonable period of time.
         Furthermore, no Participant loan shall exceed the Participant's Vested
         interest in the Plan.

               (b) Loans shall not be made to any Shareholder-Employee or
         Owner-Employee (including an Owner-Employee's family members as defined
         in Code Section 267(c)(4)) unless an exemption for such loan is
         obtained pursuant to Act Section 408 or such loan would otherwise not
         be a prohibited transaction pursuant to Code Section 4975 and Act
         Section 408.

               (c) An assignment or pledge of any portion of a Participant's
         interest in the Plan and a loan, pledge, or assignment with respect to
         any insurance Contract purchased under the Plan, shall be treated as a
         loan under this Section.

               (d) If the Vested interest of a Participant is used to secure any
         loan made pursuant to this Section, then the written (or such other
         form as permitted by the IRS) consent of the Participant's spouse shall
         be required in a manner consistent with Section 6.5(a), provided the
         spousal consent requirements of such Section apply to the Plan. Such
         consent must be obtained within the 90-day period prior to the date the
         loan is made. Any security interest held by the Plan by reason of an
         outstanding loan to the Participant or Former Participant shall be
         taken into account in determining the amount of the death benefit or
         Pre-Retirement Survivor Annuity. However, unless the loan program
         established pursuant to this Section provides otherwise, no spousal
         consent shall be required under this paragraph if the total interest
         subject to the security is not in excess of $5,000 (or, $3,500
         effective for loans made prior to the later of the first day of the
         first Plan Year beginning after August 5, 1997, or the date speed in
         the Adoption Agreement).

               (e) The Administrator shall be authorized to establish a
         participant loan program to provide for loans under the Plan. The loan
         program shall be established in accordance with Department of Labor
         Regulation Section 2550.408(b)-1(d)(2) providing for loans by the Plan
         to parties-in-interest under said Plan, such as Participants or
         Beneficiaries. In order for the Administrator to implement such loan
         program, a separate written document forming a part of this Plan must
         be adopted, which document shall specifically include, but need not be
         limited to, the following:

               (1) the identity of the person or positions authorized to
               administer the Participant loan program;

               (2) a procedure for applying for loans;

               (3) the basis on which loans will be approved or denied;

               (4) limitations, if any, on the types and amounts of loans
               offered;

               (5) the procedure under the program for determining a reasonable
               rate of interest;

               (6) the types of collateral which may secure a Participant loan;
               and

               (7) the events constituting default and the steps that will be
               taken to preserve Plan assets in the event such default.



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               (f) Notwithstanding anything in this Plan to the contrary, if a
         Participant or Beneficiary defaults on a loan made pursuant to this
         Section that is secured by the Participant's interest in the Plan, then
         a Participant's interest may be offset by the amount subject to the
         security to the extent there is a distributable event permitted by the
         Code or Regulations.

               (g) Notwithstanding anything in this Section to the contrary, if
         this is an amendment and restatement of an existing Plan, any loans
         made prior to the date this amendment and restatement is adopted shall
         be subject to the terms of the Plan in effect at the time such loan was
         made.

7.7      MAJORITY ACTIONS

               Except where there has been an allocation and delegation of
powers, if there shall be more than one Trustee, they shall act by a majority of
their number, but may authorize one or more of them to sign papers on their
behalf.

7.8      TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

               The Trustee shall be paid such reasonable compensation as set
forth in the Trustee's fee schedule (if the Trustee has such a schedule) or as
agreed upon in writing by the Employer and the Trustee. However, an individual
serving as Trustee who already receives full-time compensation from the Employer
shall not receive compensation from this Plan. In addition, the Trustee shall be
reimbursed for any reasonable expenses, including reasonable counsel fees
incurred by it as Trustee. Such compensation and expenses shall be paid from the
Trust Fund unless paid or advanced by the Employer. All taxes of any kind
whatsoever that may be levied or assessed under existing or future laws upon, or
in respect of, the Trust Fund or the income thereof, shall be paid from the
Trust Fund.

7.9      ANNUAL REPORT OF THE TRUSTEE

               (a) Within a reasonable period of time after the later of the
         Anniversary Date or receipt of the Employer's contribution for each
         Plan Year, the Trustee, or its agent, shall furnish to the Employer and
         Administrator a written statement of account with respect to the Plan
         Year for which such contribution was made setting forth:

               (1) the net income, or loss, of the Trust Fund;

               (2) the gains, or losses, realized by the Trust Fund upon sales
               or other disposition of the assets;

               (3) the increase, or decrease, in the value of the Trust Fund;

               (4) all payments and distributions made from the Trust Fund; and

               (5) such further information as the Trustee and/or Administrator
               deems appropriate.

               (b) The Employer, promptly upon its receipt of each such
         statement of account, shall acknowledge receipt thereof in writing and
         advise the Trustee and/or Administrator of its approval or disapproval
         thereof. Failure by the Employer to disapprove any such statement of
         account within thirty (30) days after its receipt thereof shall be
         deemed an approval thereof. The approval by the Employer of any
         statement of account shall be binding on the Employer and the Trustee
         as to all matters contained in the statement to the same extent as if
         the account of the Trustee had been settled by judgment or decree in an
         action for a judicial settlement of its account in a court of competent
         jurisdiction in which the Trustee, the Employer and all persons having
         or claiming an interest in the Plan were parties. However, nothing
         contained in this Section shall deprive the Trustee of its right to
         have its accounts judicially settled if the Trustee so desires.

7.10     AUDIT

               (a) If an audit of the Plan's records shall be required by the
         Act and the regulations thereunder for any Plan Year, the Administrator
         shall engage on behalf of all Participants an independent qualified
         public accountant for that purpose. Such accountant shall, after an
         audit of the books and records of the Plan in accordance with generally
         accepted auditing standards, within a reasonable period after the close
         of the Plan Year, furnish to the Administrator and the Trustee a report
         of the audit setting forth the accountant's opinion as to whether any
         statements, schedules or lists, that are required by Act Section 103 or
         the Secretary of Labor to be filed with the Plan's annual report, are
         presented fairly in conformity with generally accepted accounting
         principles applied consistently.

               (b) All auditing and accounting fees shall be an expense of and
         may, at the election of the Employer, be paid from the Trust Fund.

               (c) If some or all of the information necessary to enable the
         Administrator to comply with Act Section 103 is maintained by a bank,
         insurance company, or similar institution, regulated, supervised, and
         subject to periodic examination by a state or federal agency, then it
         shall transmit and certify the accuracy of that information to the



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         Administrator as provided in Act Section 103(b) within one hundred
         twenty (120) days after the end of the Plan Year or such other date as
         may be prescribed under regulations of the Secretary of Labor.

7.11     RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

               (a) Unless otherwise agreed to by both the Trustee and the
         Employer, a Trustee may resign at any time by delivering to the
         Employer, at least thirty (30) days before its effective date, a
         written notice of resignation.

               (b) Unless otherwise agreed to by both the Trustee and the
         Employer, the Employer may remove a Trustee at any time by delivering
         to the Trustee, at least thirty (30) days before its effective date, a
         written notice of such Trustee's removal.

               (c) Upon the death, resignation, incapacity, or removal of any
         Trustee, a successor may be appointed by the Employer; and such
         successor, upon accepting such appointment in writing and delivering
         same to the Employer, shall, without further act, become vested with
         all the powers and responsibilities of the predecessor as if such
         successor had been originally named as a Trustee herein. Until such a
         successor is appointed, any remaining Trustee or Trustees shall have
         full authority to act under the terms of the Plan.

               (d) The Employer may designate one or more successors prior to
         the death, resignation, incapacity, or removal of a Trustee. In the
         event a successor is so designated by the Employer and accepts such
         designation, the successor shall, without further act, become vested
         with all the powers and responsibilities of the predecessor as if such
         successor had been originally named as Trustee herein immediately upon
         the death, resignation, incapacity, or removal of the predecessor.

               (e) Whenever any Trustee hereunder ceases to serve as such, the
         Trustee shall furnish to the Employer and Administrator a written
         statement of account with respect to the portion of the Plan Year
         during which the individual or entity served as Trustee. This statement
         shall be either (i) included as part of the annual statement of account
         for the Plan Year required under Section 7.9 or (ii) set forth in a
         special statement. Any such special statement of account should be
         rendered to the Employer no later than the due date of the annual
         statement of account for the Plan Year. The procedures set forth in
         Section 7.9 for the approval by the Employer of annual statements of
         account shall apply to any special statement of account rendered
         hereunder and approval by the Employer of any such special statement in
         the manner provided in Section 7.9 shall have the same effect upon the
         statement as the Employer's approval of an annual statement of account.
         No successor to the Trustee shall have any duty or responsibility to
         investigate the acts or transactions of any predecessor who has
         rendered all statements of account required by Section 7.9 and this
         subparagraph.

7.12     TRANSFER OF INTEREST

               Notwithstanding any other provision contained in this Plan, the
Trustee at the direction of the Administrator shall transfer the interest, if
any, of a Participant to another trust forming part of a pension, profit
sharing, or stock bonus plan that meets the requirements of Code Section 401(a),
provided that the trust to which such transfers are made permits the transfer to
be made.

7.13     TRUSTEE INDEMNIFICATION

               The Employer agrees to indemnify and hold harmless the Trustee
against any and all claims, losses, damages, expenses and liabilities the
Trustee may incur in the exercise and performance of the Trustee's powers and
duties hereunder, unless the same are determined to be due to gross negligence
or willful misconduct.

7.14     EMPLOYER SECURITIES AND REAL PROPERTY

               The Trustee shall be empowered to acquire and hold "qualifying
Employer securities" and "qualifying Employer real property," as those terms are
defined in the Act. However, no more than one hundred percent (100%), in the
case of a Profit Sharing Plan or 401(k) Plan, or ten percent (10%), in the case
of a Money Purchase Plan, of the fair market value of all the assets in the
Trust Fund may be invested in "qualifying Employer securities" and "qualifying
Employer real property."

               Notwithstanding the preceding, for Plan Years beginning after
December 31, 1998, if the Plan does not permit Participants to direct the
investment of their Participants' Elective Deferral Accounts, then the Trustee
shall only be permitted to acquire or hold "qualifying Employer securities" and
"qualifying Employer real property" to the extent permitted under Act Section
407.



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                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS

8.1      AMENDMENT

               (a) The Employer shall have the right at any time to amend this
         Plan subject to the limitations of this Section. However, any amendment
         that affects the rights, duties or responsibilities of the Trustee or
         Administrator may only be made with the Trustee's or Administrator's
         written consent. Any such amendment shall become effective as provided
         therein upon its execution. The Trustee shall not be required to
         execute any such amendment unless the amendment affects the duties of
         the Trustee hereunder.

               (b) The Employer may (1) change the choice of options in the
         Adoption Agreement, (2) add any addendum to the Adoption Agreement that
         is specifically permitted pursuant to the terms of the Plan; (3) add
         overriding language to the Adoption Agreement when such language is
         necessary to satisfy Code Sections 415 or 416 because of the required
         aggregation of multiple plans, and (4) add certain model amendments
         published by the Internal Revenue Service which specifically provide
         that their adoption will not cause the Plan to be treated as an
         individually designed plan. An Employer that amends the Plan for any
         other reason, including a waiver of the minimum funding requirement
         under Code Section 412(d), will no longer participate in this Prototype
         Plan and this Plan will be considered to be an individually designed
         plan. Notwithstanding the preceding, the attachment to the Adoption
         Agreement of any addendum specifically authorized by the Plan or a list
         of any "Section 411(d)(6) protected benefits" which must be preserved
         shall not be considered an amendment to the Plan.

               (c) The Employer expressly delegates authority to the sponsor of
         this Prototype Plan, the right to amend each Employer's Plan by
         submitting a copy of the amendment to each Employer who has adopted
         this Prototype Plan, after first having received a ruling or favorable
         determination from the Internal Revenue Service that the Prototype Plan
         as amended qualifies under Code Section 401(a) and the Act (unless a
         ruling or determination is not required by the IRS). For purposes of
         this Section, the mass submitter shall be recognized as the agent of
         the sponsor. If the sponsor does not adopt any amendment made by the
         mass submitter, it will no longer be identical to, or a minor modifier
         of, the mass submitter plan.

               (d) No amendment to the Plan shall be effective if it authorizes
         or permits any part of the Trust Fund (other than such part as is
         required to pay taxes and administration expenses) to be used for or
         diverted to any purpose other than for the exclusive benefit of the
         Participants or their Beneficiaries or estates; or causes any reduction
         in the amount credited to the account of any Participant; or causes or
         permits any portion of the Trust Fund to revert to or become property
         of the Employer.

               (e) Except as permitted by Regulations (including Regulation
         1.411(d)-4) or other IRS guidance, no Plan amendment or transaction
         having the effect of a Plan amendment (such as a merger, plan transfer
         or similar transaction) shall be effective if it eliminates or reduces
         any "Section 411(d)(6) protected benefit" or adds or modifies
         conditions relating to "Section 411(d)(6) protected benefits" which
         results in a further restriction on such benefits unless such "Section
         411(d)(6) protected benefits" are preserved with respect to benefits
         accrued as of the later of the adoption date or effective date of the
         amendment. "Section 411(d)(6) protected benefits" are benefits
         described in Code Section 411(d)(6)(A), early retirement benefits and
         retirement-type subsidies, and optional forms of benefit. A Plan
         amendment that eliminates or restricts the ability of a Participant to
         receive payment of the Participant's interest in the Plan under a
         particular optional form of benefit will be permissible if the
         amendment satisfies the conditions in (1) and (2) below:

               (1) The amendment provides a single-sum distribution form that is
               otherwise identical to the optional form of benefit eliminated or
               restricted. For purposes of this condition (1) a single-sum
               distribution form is otherwise identical only if it is identical
               in all respects to the eliminated or restricted optional form of
               benefit (or would be identical except that it provides greater
               rights to the Participant) except with respect to the timing of
               payments after commencement.

               (2) The amendment is not effective unless the amendment provides
               that the amendment shall not apply to any distribution with an
               Annuity Starting Date earlier than the earlier of: (i) the
               ninetieth (90th) day after the date the Participant receiving the
               distribution has been furnished a summary that reflects the
               amendment and that satisfies the Act requirements at 29 CFR
               2520.104b-3 (relating to a summary of material modifications) or
               (ii) the first day of the second Plan Year following the Plan
               Year in which the amendment is adopted.

8.2      TERMINATION

               (a) The Employer shall have the right at any time to terminate
         the Plan by delivering to the Trustee and Administrator written notice
         of such termination. Upon any full or partial termination, all amounts
         credited to the affected Participants' Combined Accounts shall become
         100% Vested and shall not thereafter be subject to forfeiture, and all
         unallocated amounts, including Forfeitures, shall be allocated to the
         accounts of all Participants in accordance with the provisions hereof.



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               (b) Upon the full termination of the Plan, the Employer shall
         direct the distribution of the assets to Participants in a manner that
         is consistent with and satisfies the provisions of Section 6.5.
         Distributions to a Participant shall be made in cash (or in property if
         permitted in the Adoption Agreement) or through the purchase of
         irrevocable nontransferable deferred commitments from the Insurer.
         Except as permitted by Regulations, the termination of the Plan shall
         not result in the reduction of "Section 411(d)(6) protected benefits"
         as described in Section 8.1(e).

8.3        MERGER, CONSOLIDATION OR TRANSFER OF ASSETS

               This Plan may be merged or consolidated with, or its assets
and/or liabilities may be transferred to any other plan only if the benefits
which would be received by a Participant of this Plan, in the event of a
termination of the plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation and such transfer, merger or consolidation does not otherwise
result in the elimination or reduction of any "Section 411(d)(6) protected
benefits" as described in Section 8.1(e).

                                   ARTICLE IX
                              TOP HEAVY PROVISIONS

9.1        TOP HEAVY PLAN REQUIREMENTS

               Notwithstanding anything in this Plan to the contrary, for any
Top Heavy Plan Year, the Plan shall provide the special vesting requirements of
Code Section 416(b) pursuant to Section 6.4 of the Plan and the special minimum
allocation requirements of Code Section 416(c) pursuant to Section 4.3(f) of the
Plan. Except as otherwise provided in the Plan, the minimum allocation shall be
an Employer Non-Elective Contribution and, if no vesting schedule has been
selected in the Adoption Agreement, shall be subject to the 6 Year Graded
vesting schedule described in the Adoption Agreement.

9.2        DETERMINATION OF TOP HEAVY STATUS

               (a) This Plan shall be a Top Heavy Plan for any plan year
         beginning after December 31, 1983, if any of the following conditions
         exists:

               (1) if the "top heavy ratio" for this Plan exceeds sixty percent
               (60%) and this Plan is not part of any "required aggregation
               group" or "permissive aggregation group";

               (2) if this Plan is a part of a "required aggregation group" but
               not part of a "permissive aggregation group" and the "top heavy
               ratio" for the group of plans exceeds sixty percent (60%); or

               (3) if this Plan is a part of a "required aggregation group" and
               part of a "permissive aggregation group" and the "top heavy
               ratio" for the "percussive aggregation group" exceeds sixty
               percent (60%).

               (b) "Top heavy ratio" means, with respect to a "determination
         date":

               (1) If the Employer maintains one or more defined contribution
               plans (including any simplified employee pension plan (as defined
               in Code Section 408(k))) and the Employer has not maintained any
               defined benefit plan which during the 5-year period ending on the
               "determination date" has or has had accrued benefits, the top
               heavy ratio for this plan alone or for the "required aggregation
               group" or "permissive aggregation group" as appropriate is a
               fraction, the numerator of which is the sum of the account
               balances of all Key Employees as of the "determination date"
               (including any part of any account balance distributed in the
               5-year period ending on the "determination date"); and the
               denominator of which is the sum of all account balances
               (including any part of any account balance distributed in the
               5-year period ending on the "determination date"), both computed
               in accordance with Code Section 416 and the Regulations
               thereunder. Both the numerator and denominator of the top heavy
               ratio are increased to reflect any contribution not actually made
               as of the "determination date," but which is required to be taken
               into account on that date under Code Section 416 and the
               Regulations thereunder.

               (2) If the Employer maintains one or more defined contribution
               plans (including any simplified employee pension plan) and the
               Employer maintains or has maintained one or more defined benefit
               plans which during the 5-year period ending on the "determination
               date" has or has had any accrued benefits, the top heavy ratio
               for any "required aggregation group" or "permissive aggregation
               group" as appropriate is a fraction, the numerator of which is
               the sum of account balances under the aggregated defined
               contribution plan or plans for all Key Employees, determined in
               accordance with (1) above, and the present value of accrued
               benefits under the aggregated defined benefit plan or plans for
               all Key Employees as of the "determination date," and the
               denominator of which is the sum of the account balances under the
               aggregated defined contribution plan or plans for all
               participants, determined in accordance with (1) above, and the
               "present value" of accrued benefits under the defined benefit
               plan or plans for all participants as of the "determination
               date," all determined in accordance with Code Section 416 and the
               Regulations thereunder. The accrued benefits under a defined
               benefit plan in both the numerator and denominator of the top
               heavy



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               ratio are increased for any distribution of an accrued benefit
               made in the five-year period ending on the determination date.

               (3) For purposes of (1) and (2) above, the value of account
               balances and the present value of accrued benefits will be
               determined as of the most recent "valuation date" that falls
               within or ends with the 12-month period ending on the
               "determination date," except as provided in Code Section 416 and
               the Regulations thereunder for the first and second plan years of
               a defined benefit plan. The account balances and accrued benefits
               of a participant (i) who is not a Key Employee but who was a Key
               Employee in a prior year, or (ii) who has not been credited with
               at least one Hour of Service with any Employer maintaining the
               plan at any time during the 5-year period ending on the
               "determination date" will be disregarded. The calculation of the
               top heavy ratio, and the extent to which distributions,
               rollovers, and transfers are taken into account will be made in
               accordance with Code Section 416 and the Regulations thereunder.
               Deductible Employee contributions will not be taken into account
               for purposes of computing the top heavy ratio. When aggregating
               plans the value of account balances and accrued benefits will be
               calculated with reference to the "determination dates" that fall
               within the same calendar year.

               The accrued benefit of a participant other than a Key Employee
               shall be determined under (i) the method, if any, that uniformly
               applies for accrual purposes under all defined benefit plans
               maintained by the employer, or (ii) if there is no such method,
               as if such benefit accrued not more rapidly than the slowest
               accrual rate permitted under the fractional rule of Code Section
               411(b)(1)(C).

               (c) "Determination date" means, for any Plan Year subsequent to
         the first Plan Year, the last day of the preceding Plan Year. For the
         first Plan Year of the Plan, "determination date" means the last day of
         that Plan Year.

               (d) "Permissive aggregation group" means the "required
         aggregation group" of plans plus any other plan or plans of the
         Employer which, when considered as a group with the required
         aggregation group, would continue to satisfy the requirements of Code
         Sections 401(a)(4) and 410.

               (e) "Present value" means the present value based only on the
         interest and mortality rates specified in the Adoption Agreement.

               (f) "Required aggregation group" means: (1) each qualified plan
         of the Employer in which at least one Key Employee participates or
         participated at any time during the determination period (regardless of
         whether the plan has terminated), and (2) any other qualified plan of
         the Employer which enables a plan described in (1) to meet the
         requirements of Code Sections 401(a)(4) or 410.

               (g) "Valuation date" means the date elected by the Employer in
         the Adoption Agreement as of which account balances or accrued benefits
         are valued for purposes of calculating the "top heavy ratio."

                                    ARTICLE X
                                  MISCELLANEOUS

10.1     EMPLOYER ADOPTIONS

               (a) Any organization may become the Employer hereunder by
         executing the Adoption Agreement in a form satisfactory to the Trustee,
         and it shall provide such additional information as the Trustee may
         require. The consent of the Trustee to act as such shall be signified
         by its execution of the Adoption Agreement or a separate agreement
         (including, if elected in the Adoption Agreement, a separate trust
         agreement).

               (b) Except as otherwise provided in this Plan, the affiliation of
         the Employer and the participation of its Participants shall be
         separate and apart from that of any other employer and its participants
         hereunder.

10.2     PARTICIPANT'S RIGHTS

               This Plan shall not be deemed to constitute a contract between
the Employer and any Participant or to be a consideration or an inducement for
the employment of any Participant or Employee. Nothing contained in this Plan
shall be deemed to give any Participant or Employee the right to be retained in
the service of the Employer or to interfere with the right of the Employer to
discharge any Participant or Employee at any time regardless of the effect which
such discharge shall have upon the Employee as a Participant of this Plan.

10.3     ALIENATION

               (a) Subject to the exceptions provided below and as otherwise
         permitted by the Code and the Act, no benefit which shall be payable to
         any person (including a Participant or the Participant's Beneficiary)
         shall be subject in any manner to anticipation, alienation, sale,
         transfer, assignment, pledge, encumbrance, or charge, and any attempt
         to anticipate, alienate, sell, transfer, assign, pledge, encumber, or
         charge the same shall be void; and no such benefit shall in any manner
         be liable for, or subject to, the debts, contracts, liabilities,
         engagements, or torts of any such person, nor



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         shall it be subject to attachment or legal process for or against such
         person, and the same shall not be recognized except to such extent as
         may be required by law,

               (b) Subsection (a) shall not apply to the extent a Participant or
         Beneficiary is indebted to the Plan by reason of a loan made pursuant
         to Section 7.6. At the time a distribution is to be made to or for a
         Participant's or Beneficiary's benefit, such portion of the amount to
         be distributed as shall equal such indebtedness shall be paid to the
         Plan, to apply against or discharge such indebtedness. Prior to making
         a payment, however, the Participant or Beneficiary must be given notice
         by the Administrator that such indebtedness is to be so paid in whole
         or part from the Participant's interest in the Plan. If the Participant
         or Beneficiary does not agree that the indebtedness is a valid claim
         against the Participant's interest in the Plan, the Participant or
         Beneficiary shall be entitled to a review of the validity of the claim
         in accordance with procedures provided in Sections 2.10 and 2.11.

               (c) Subsection (a) shall not apply to a "qualified domestic
         relations order" defined in Code Section 414(p), and those other
         domestic relations orders permitted to be so treated by the
         Administrator under the provisions of the Retirement Equity Act of
         1984. The Administrator shall establish a written procedure to
         determine the qualified status of domestic relations orders and to
         administer distributions under such qualified orders. Further, to the
         extent provided under a "qualified domestic relations order," a former
         spouse of a Participant shall be treated as the spouse or surviving
         spouse for all purposes under the Plan.

               (d) Notwithstanding any provision of this Section to the
         contrary, an offset to a Participant's accrued benefit against an
         amount that the Participant is ordered or required to pay the Plan with
         respect to a judgment, order, or decree issued, or a settlement entered
         into, on or after August 5, 1997, shall be permitted in accordance with
         Code Sections 401(a)(13)(C) and (D).

10.4     CONSTRUCTION OF PLAN

               This Plan and Trust shall be construed and enforced according to
the Code, the Act and the laws of the state or commonwealth in which the
Employer's (or if there is a corporate Trustee, the Trustee's) principal office
is located (unless otherwise designated in the Adoption Agreement), other than
its laws respecting choice of law, to the extent not pre-empted by the Act.

10.5     GENDER AND NUMBER

               Wherever any words are used herein in the masculine, feminine or
neuter gender, they shall be construed as though they were also used in another
gender in all cases where they would so apply, and whenever any words are used
herein in the singular or plural form, they shall be construed as though they
were also used in the other form in all cases where they would so apply.

10.6     LEGAL ACTION

               In the event any claim, suit, or proceeding is brought regarding
the Trust and/or Plan established hereunder to which the Trustee, the Employer
or the Administrator may be a party, and such claim, suit, or proceeding is
resolved in favor of the Trustee, the Employer or the Administrator, they shall
be entitled to be reimbursed from the Trust Fund for any and all costs,
attorney's fees, and other expenses pertaining thereto incurred by them for
which they shall have become liable.

10.7     PROHIBITION AGAINST DIVERSION OF FUNDS

               (a) Except as provided below and otherwise specifically permitted
         by law, it shall be impossible by operation of the Plan or of the
         Trust, by termination of either, by power of revocation or amendment,
         by the happening of any contingency, by collateral arrangement or by
         any other means, for any part of the corpus or income of any Trust Fund
         maintained pursuant to the Plan or any funds contributed thereto to be
         used for, or diverted to, purposes other than the exclusive benefit of
         Participants, Former Participants, or their Beneficiaries.

               (b) In the event the Employer shall make a contribution under a
         mistake of fact pursuant to Act Section 403(c)(2)(A), the Employer may
         demand repayment of such contribution at any time within one (1) year
         following the time of payment and the Trustee shall return such amount
         to the Employer within the one (1) year period. Earnings of the Plan
         attributable to the contributions may not be returned to the Employer
         but any losses attributable thereto must reduce the amount so returned.

               (c) Except as specifically stated in the Plan, any contribution
         made by the Employer to the Plan (if the Employer is not tax-exempt) is
         conditioned upon the deductibility of the contribution by the Employer
         under the Code and, to the extent any such deduction is disallowed, the
         Employer may, within one (1) year following a final determination of
         the disallowance, whether by agreement with the Internal Revenue
         Service or by final decision of a court of competent jurisdiction,
         demand repayment of such disallowed contribution and the Trustee shall
         return such contribution within one (1) year following the
         disallowance. Earnings of the Plan attributable to the contribution may
         not be returned to the Employer, but any losses attributable thereto
         must reduce the amount so returned.



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10.8     EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

               The Employer, Administrator and Trustee, and their successors,
shall not be responsible for the validity of any Contract issued hereunder or
for the failure on the part of the Insurer to make payments provided by any such
Contract, or for the action of any person which may delay payment or render a
Contract null and void or unenforceable in whole or in part.

10.9     INSURER'S PROTECTIVE CLAUSE

               Except as otherwise agreed upon in writing between the Employer
and the Insurer, an Insurer which issues any Contracts hereunder shall not have
any responsibility for the validity of this Plan or for the tax or legal aspects
of this Plan. The Insurer shall be protected and held harmless in acting in
accordance with any written direction of the Administrator or Trustee, and shall
have no duty to see to the application of any funds paid to the Trustee, nor be
required to question any actions directed by the Administrator or Trustee.
Regardless of any provision of this Plan, the Insurer shall not be required to
take or permit any action or allow any benefit or privilege contrary to the
terms of any Contract which it issues hereunder, or the rules of the Insurer.

10.10    RECEIPT AND RELEASE FOR PAYMENTS

               Any payment to any Participant, the Participant's legal
representative, Beneficiary, or to any guardian or committee appointed for such
Participant or Beneficiary in accordance with the provisions of this Plan,
shall, to the extent thereof, be in full satisfaction of all claims hereunder
against the Trustee and the Employer.

10.11    ACTION BY THE EMPLOYER

               Whenever the Employer under the terms of the plan is permitted or
required to do or perform any act or matter or thing, it shall be done and
performed by a person duly authorized by its legally constituted authority.

10.12    NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

               The "named Fiduciaries" of this Plan are (1) the Employer, (2)
the Administrator, (3) the Trustee (if the Trustee has discretionary authority
as elected in the Adoption Agreement or as otherwise agreed upon by the Employer
and the Trustee), and (4) any Investment Manager appointed hereunder. The named
Fiduciaries shall have only those specific powers, duties, responsibilities, and
obligations as are specifically given them under the Plan including, but not
limited to, any agreement allocating or delegating their responsibilities, the
terms of which are incorporated herein by reference. In general, the Employer
shall have the sole responsibility for making the contributions provided for
under the Plan; and shall have the sole authority to appoint and remove the
Trustee and the Administrator; to formulate the Plan's "funding policy and
method" and to amend the elective provisions of the Adoption Agreement or
terminate, in whole or in part, the Plan. The Administrator shall have the sole
responsibility for the administration of the Plan, which responsibility is
specifically described in the Plan. If the Trustee has discretionary authority,
it shall have the sole responsibility of management of the assets held under the
Trust, except those assets, the management of which has been assigned to an
Investment Manager or Administrator, who shall be solely responsible for the
management of the assets assigned to it, all as specifically provided in the
Plan. Each named Fiduciary warrants that any directions given, information
furnished, or action taken by it shall be in accordance with the provisions of
the Plan, authorizing or providing for such direction, information or action.
Furthermore, each named Fiduciary may rely upon any such direction, information
or action of another named Fiduciary as being proper under the Plan, and is not
required under the Plan to inquire into the propriety of any such direction,
information or action. It is intended under the Plan that each named Fiduciary
shall be responsible for the proper exercise of its own powers, duties,
responsibilities and obligations under the Plan. No named Fiduciary shall
guarantee the Trust Fund in any manner against investment loss or depreciation
in asset value. Any person or group may serve in more than one Fiduciary
capacity.

10.13    HEADINGS

               The headings and subheadings of this Plan have been inserted for
convenience of reference and are to be ignored in any construction of the
provisions hereof.

10.14    APPROVAL BY INTERNAL REVENUE SERVICE

               Notwithstanding anything herein to the contrary, if, pursuant to
a timely application filed by or on behalf of the Plan, the Commissioner of the
Internal Revenue Service or the Commissioner's delegate should determine that
the Plan does not initially qualify as a tax-exempt plan under Code Sections 401
and 501, and such determination is not contested, or if contested, is finally
upheld, then if the Plan is a new plan, it shall be void ab initio and all
amounts contributed to the Plan, by the Employer, less expenses paid, shall be
returned within one (1) year and the Plan shall terminate, and the Trustee shall
be discharged from all further obligations. If the disqualification relates to a
Plan amendment, then the Plan shall operate as if it had not been amended. If
the Employer's Plan fails to attain or retain qualification, such Plan will no
longer participate in this prototype plan and will be considered an individually
designed plan.



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10.15    UNIFORMITY

               All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner.

10.16    PAYMENT OF BENEFITS

               Except as otherwise provided in the Plan, benefits under this
Plan shall be paid, subject to Sections 6.10, 6.11 and 12.9, only upon death,
Total and Permanent Disability, normal or early retirement, termination of
employment, or termination of the Plan.

                                   ARTICLE XI
                             PARTICIPATING EMPLOYERS

11.1     ELECTION TO BECOME A PARTICIPATING EMPLOYER

               Notwithstanding anything herein to the contrary, with the consent
of the Employer and Trustee, any Affiliated Employer may adopt the Employer's
Plan and all of the provisions hereof, and participate herein and be known as a
Participating Employer, by a properly executed document evidencing said intent
and will of such Participating Employer. Regardless of the preceding, an entity
that ceases to be an Affiliated Employer may continue to be a Participating
Employer through the end of the transition period for certain dispositions set
forth in Code Section 410(b)(6)(C). In the event a Participating Employer is not
an Affiliated Employer and the transition period in the preceding sentence, if
applicable, has expired, then this Plan will be considered an individually
designed plan.

11.2     REQUIREMENTS OF PARTICIPATING EMPLOYERS

               (a) Each Participating Employer shall be required to select the
         same Adoption Agreement provisions as those selected by the Employer
         other than the Plan Year, the Fiscal Year, and such other items that
         must, by necessity, vary among employers.

               (b) The Trustee may, but shall not be required to, commingle,
         hold and invest as one Trust Fund all contributions made by
         Participating Employers, as well as all increments thereof. However,
         the assets of the Plan shall, on an ongoing basis, be available to pay
         benefits to all Participants and Beneficiaries under the Plan without
         regard to the Employer or Participating Employer who contributed such
         assets.

               (c) Unless the Employer otherwise directs, any expenses of the
         Plan which are to be paid by the Employer or borne by the Trust Fund
         shall be paid by each Participating Employer in the same proportion
         that the total amount standing to the credit of all Participants
         employed by such Employer bears to the total standing to the credit of
         all Participants.

11.3     DESIGNATION OF AGENT

               Each Participating Employer shall be deemed to be a part of this
Plan; provided, however, that with respect to all of its relations with the
Trustee and Administrator for purposes of this Plan, each Participating Employer
shall be deemed to have designated irrevocably the Employer as its agent. Unless
the context of the Plan clearly indicates otherwise, the word "Employer" shall
be deemed to include each Participating Employer as related to its adoption of
the Plan.

11.4     EMPLOYEE TRANSFERS

               In the event an Employee is transferred between Participating
Employers, accumulated service and eligibility shall be carried with the
Employee involved. No such transfer shall effect a termination of employment
hereunder, and the Participating Employer to which the Employee is transferred
shall thereupon become obligated hereunder with respect to such Employee in the
same manner as was the Participating Employer from whom the Employee was
transferred.

11.5     PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES

               Any contribution or Forfeiture subject to allocation during each
Plan Year shall be allocated among all Participants of all Participating
Employers in accordance with the provisions of this Plan. However, if a
Participating Employer is not an Affiliated Employer (due to the transition rule
for certain dispositions set forth in Code Section 410(b)(6)(C)) then any
contributions made by such Participating Employer will only be allocated among
the Participants eligible to share of the Participating Employer. On the basis
of the information furnished by the Administrator, the Trustee may keep separate
books and records concerning the affairs of each Participating Employer
hereunder and as to the accounts and credits of the Employees of each
Participating Employer. The Trustee may, but need not, register Contracts so as
to evidence that a particular Participating Employer is the interested Employer
hereunder, but in the event of an Employee transfer from one Participating
Employer to another, the employing Participating Employer shall immediately
notify the Trustee thereof.



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11.6     AMENDMENT

               Amendment of this Plan by the Employer at any time when there
shall be a Participating Employer that is an Affiliated Employer hereunder shall
only be by the written action of each and every Participating Employer and with
the consent of the Trustee where such consent is necessary in accordance with
the terms of this Plan.

11.7     DISCONTINUANCE OF PARTICIPATION

               Except in the case of a standardized Plan, any Participating
Employer that is an Affiliated Employer shall be permitted to discontinue or
revoke its participation in the Plan at any time. At the time of any such
discontinuance or revocation, satisfactory evidence thereof and of any
applicable conditions imposed shall be delivered to the Trustee. The Trustee
shall thereafter transfer, deliver and assign Contracts and other Trust Fund
assets allocable to the Participants of such Participating Employer to such new
trustee or custodian as shall have been designated by such Participating
Employer, in the event that it has established a separate qualified retirement
plan for its employees provided, however, that no such transfer shall be made if
the result is the elimination or reduction of any "Section 411(d)(6) protected
benefits" as described in Section 8.1(e). If no successor is designated, the
Trustee shall retain such assets for the Employees of said Participating
Employer pursuant to the provisions of Article VII hereof. In no such event
shall any part of the corpus or income of the Trust Fund as it relates to such
Participating Employer be used for or diverted to purposes other than for the
exclusive benefit of the employees of such Participating Employer.

11.8     ADMINISTRATOR'S AUTHORITY

               The Administrator shall have authority to make any and all
necessary rules or regulations, binding upon all Participating Employers and all
Participants, to effectuate the purpose of this Article.

11.9     PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE

               If any Participating Employer is prevented in whole or in part
from making a contribution which it would otherwise have made under the Plan by
reason of having no current or accumulated earnings or profits, or because such
earnings or profits are less than the contribution which it would otherwise have
made, then, pursuant to Code Section 404(a)(3)(B), so much of the contribution
which such Participating Employer was so prevented from making may be made, for
the benefit of the participating employees of such Participating Employer, by
other Participating Employers who are members of the same affiliated group
within the meaning of Code Section 1504 to the extent of their current or
accumulated earnings or profits, except that such contribution by each such
other Participating Employer shall be limited to the proportion of its total
current and accumulated earnings or profits remaining after adjustment for its
contribution to the Plan made without regard to this paragraph which the total
prevented contribution bears to the total current and accumulated earnings or
profits of all the Participating Employers remaining after adjustment for all
contributions made to the Plan without regard to this paragraph.

               A Participating Employer on behalf of whose employees a
contribution is made under this paragraph shall not be required to reimburse the
contributing Participating Employers.

                                   ARTICLE XII
                           CASH OR DEFERRED PROVISIONS

               Except as specifically provided elsewhere in this Plan, the
provisions of this Article shall apply with respect to any 401(k) Profit Sharing
Plan regardless of any provisions in the Plan to the contrary.

12.1     FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

               (a) For each Plan Year, the Employer will (or may with respect to
         any discretionary contributions) contribute to the Plan:

               (1) The amount of the total salary reduction elections of all
               Participants made pursuant to Section 12.2(a), which amount shall
               be deemed Elective Deferrals, plus

               (2) If elected in the Adoption Agreement, a matching contribution
               equal to the percentage, if any, specified in the Adoption
               Agreement of the Elective Deferrals of each Participant eligible
               to share in the allocations of the matching contribution, which
               amount shall be deemed an Employer's matching contribution or
               Qualified Matching Contribution as elected in the Adoption
               Agreement, plus

               (3) If elected in the Adoption Agreement, a Prevailing Wage
               Contribution or a discretionary amount determined each year by
               the Employer, which amount if any, shall be deemed an Employer's
               Non-Elective Contribution, plus

               (4) If elected in the Adoption Agreement, a Qualified
               Non-Elective Contribution.



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               (b) Notwithstanding the foregoing, if the Employer is not a
         tax-exempt entity, then the Employer's contributions for any Fiscal
         Year may generally not exceed the maximum amount allowable as a
         deduction to the Employer under the provisions of Code Section 404.
         However, to the extent necessary to provide the top heavy minimum
         allocations, the Employer shall make a contribution even if it exceeds
         current or accumulated Net Profit or the amount that is deductible
         under Code Section 404. All contributions by the Employer shall be made
         in cash or in such property as is acceptable to the Trustee.

12.2     PARTICIPANT'S SALARY REDUCTION ELECTION

               (a) Each Participant may elect to defer a portion of Compensation
         which would have been received in the Plan Year, but for the salary
         reduction election, subject to the limitations of this Section and the
         Adoption Agreement. A salary reduction election (or modification of an
         earlier election) may not be made with respect to Compensation which is
         currently available on or before the date the Participant executed such
         election, or if later, the later of the date the Employer adopts this
         cash or deferred arrangement or the date such arrangement first became
         effective. Any elections made pursuant to this Section shall become
         effective as soon as is administratively feasible. If the automatic
         election option is elected in the Adoption Agreement, then in the event
         a Participant fails to make a deferral election and does not
         affirmatively elect to receive cash, such Participant shall be deemed
         to have made a deferral election equal to the percentage of
         Compensation set forth in the Adoption Agreement. The automatic
         election may, in accordance with procedures established by the
         Administrator, be applied to all Participants or to Eligible Employees
         who become Participants after a certain date. For purposes of this
         Section, the annual dollar limitation of Code Section 401(a)(17)
         ($150,000 as adjusted) shall not apply.

                    Additionally, if elected in the Adoption Agreement, each
         Participant may elect to defer a different percentage or amount of any
         cash bonus to be paid by the Employer during the Plan Year. A deferral
         election may not be made with respect to cash bonuses which are
         currently available on or before the date the Participant executes such
         election.

                    The amount by which Compensation and/or cash bonuses are
         reduced shall be that Participant's Elective Deferrals and shall be
         treated as an Employer contribution and allocated to that Participant's
         Elective Deferral Account.

                    Once made, a Participant's election to reduce Compensation
         shall remain in effect until modified or terminated. Modifications may
         be made as specified in the Adoption Agreement, and terminations may be
         made at any time. Any modification or termination of an election will
         become effective as soon as is administratively feasible.

               (b) The balance in each Participant's Elective Deferral Account,
         Qualified Matching Contribution Account and Qualified Non-Elective
         Contribution Account shall be fully Vested at all times and, except as
         otherwise provided herein, shall not be subject to Forfeiture for any
         reason.

               (c) Amounts held in a Participant's Elective Deferral Account,
         Qualified Matching Contribution Account and Qualified Non-Elective
         Account may only be distributable as provided in (4), (5) or (6) below
         or as provided under the other provisions of this Plan, but in no event
         prior to the earlier of the following events or any other events
         permitted by the Code or Regulations:

               (1) the Participant's separation from service, Total and
               Permanent Disability, or death;

               (2) the Participant's attainment of age 59 1/2;

               (3) the proven financial hardship of the Participant, subject to
               the limitations of Section12.9;

               (4) the termination of the Plan without the existence at the time
               of Plan termination of another defined contribution plan or the
               establishment of a successor defined contribution plan by the
               Employer or an Affiliated Employer within the period ending
               twelve months after distribution of all assets from the Plan
               maintained by the Employer. For this purpose, a defined
               contribution does not include an employee stock ownership plan
               (as defined in Code Section 4975(e)(7) or 409), a simplified
               employee pension plan (as defined in Code Section 408(k)), or a
               SIMPLE individual retirement account plan (as defined in Code
               Section 408(p));

               (5) the date of the sale by the Employer to an entity that is not
               an Affiliated Employer of substantially all of the assets (within
               the meaning of Code Section 409(d)(2)) with respect to a
               Participant who continues employment with the corporation
               acquiring such assets; or

               (6) the date of the sale by the Employer or an Affiliated
               Employer of its interest in a subsidiary (within the meaning of
               Code Section 409(d)(3)) to an entity that is not an Affiliated
               Employer with respect to a Participant who continues employment
               with such subsidiary.

               Distributions that are made because of (4), (5), or (6) above
must be made in a lump-sum.



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               (d) A Participant's "elective deferrals" made under this Plan and
         all other plans, contracts or arrangements of the Employer maintaining
         this Plan during any calendar year shall not exceed the dollar
         limitation imposed by Code Section 402(g), as in effect at the
         beginning of such calendar year. This dollar limitation shall be
         adjusted annually pursuant to the method provided in Code Section
         415(d) in accordance with Regulations. For this purpose, "elective
         deferrals" means, with respect to a calendar year, the sum of all
         employer contributions made on behalf of such Participant pursuant to
         an election to defer under any qualified cash or deferred arrangement
         as described in Code Section 401(k), any salary reduction simplified
         employee pension (as defined in Code Section 408(k)(6)), any SIMPLE IRA
         plan described in Code Section 408(p), any eligible deferred
         compensation plan under Code Section 457, any plans described under
         Code Section 501(c)(18), and any Employer contributions made on the
         behalf of a Participant for the purchase of an annuity contract under
         Code Section 403(b) pursuant to a salary reduction agreement. "Elective
         deferrals" shall not include any deferrals properly distributed as
         excess "Annual Additions" pursuant to Section 4.5.

               (e) If a Participant has Excess Deferrals for a taxable year, the
         Participant may, not later than March 1st following the close of such
         taxable year, notify the Administrator in writing of such excess and
         request that the Participant's Elective Deferrals under this Plan be
         reduced by an amount specified by the Participant. In such event, the
         Administrator shall direct the distribution of such excess amount (and
         any "Income" allocable to such excess amount) to the Participant not
         later than the first April 15th following the close of the
         Participant's taxable year. Any distribution of less than the entire
         amount of Excess Deferrals and "Income" shall be treated as a pro rata
         distribution of Excess Deferrals and "Income." The amount distributed
         shall not exceed the Participant's Elective Deferrals under the Plan
         for the taxable year. Any distribution on or before the last day of the
         Participant's taxable year must satisfy each of the following
         conditions:

               (1) the Participant shall designate the distribution as Excess
               Deferrals;

               (2) the distribution must be made after the date on which the
               Plan received the Excess Deferrals; and

               (3) the Plan must designate the distribution as a distribution of
               Excess Deferrals.

               Regardless of the preceding, if a Participant has Excess
         Deferrals solely from elective deferrals made under this Plan or any
         other plan maintained by the Employer, a Participant will be deemed to
         have notified the Administrator of such excess amount and the
         Administrator shall direct the distribution of such Excess Deferrals in
         a manner consistent with the provisions of this subsection.

               Any distribution made pursuant to this subsection shall be made
         first from unmatched Elective Deferrals and, thereafter, from Elective
         Deferrals which are matched. Matching contributions which relate to
         Excess Deferrals that are distributed pursuant to this Section 12.2(e)
         shall be treated as a Forfeiture to the extent required pursuant to
         Code Section 401(a)(4) and the Regulations thereunder.

               For the purpose of this subsection, "Income" means the amount of
         income or loss allocable to a Participant's Excess Deferrals, which
         amount shall be allocated in the same manner as income or losses are
         allocated pursuant to Section 4.3(c). However, "Income" for the period
         between the end of the taxable year of the Participant and the date of
         the distribution (the "gap period") is not required to be distributed.

               (f) Notwithstanding the preceding, a Participant's Excess
         Deferrals shall be reduced, but not below zero, by any distribution
         and/or recharacterization of Excess Deferrals pursuant to Section
         12.5(a) for the Plan Year beginning with or within the taxable year of
         the Participant.

               (g) In the event a Participant has received a hardship
         distribution pursuant to Regulation 1.401(k)-l(d)(2)(iii)(B) from any
         other plan maintained by the Employer or from the Participant's
         Elective Deferral Account pursuant to Section 12.9, then such
         Participant shall not be permitted to elect to have Elective Deferrals
         contributed to the Plan for a period of twelve (12) months following
         the receipt of the distribution. Furthermore, the dollar limitation
         under Code Section 402(g) shall be reduced, with respect to the
         Participant's taxable year following the taxable year in which the
         hardship distribution was made, by the amount of such Participant's
         Elective Deferrals, if any, made pursuant to this Plan (and any other
         plan maintained by the Employer) for the taxable year of the hardship
         distribution.

               (h) At Normal Retirement Date, or such other date when the
         Participant shall be entitled to receive benefits, the fair market
         value of the Participant's Elective Deferral Account shall be used to
         provide benefits to the Participant or the Participant's Beneficiary.

               (i) If during a Plan Year, it is projected that the aggregate
         amount of Elective Deferrals to be allocated to all Highly Compensated
         Participants under this Plan would cause the Plan to fail the tests set
         forth in Section 12.4, then the Administrator may automatically reduce
         the deferral amount of affected Highly Compensated Participants,
         beginning with the Highly Compensated Participant who has the highest
         actual deferral ratio until it is anticipated the Plan will pass the
         tests or until the actual deferral ratio equals the actual deferral
         ratio of the Highly Compensated Participant having the next highest
         actual deferral ratio. This process may continue until it is
         anticipated that the Plan



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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

         will satisfy one of the tests set forth in Section 12.4. Alternatively,
         the Employer may specify a maximum percentage of Compensation that may
         be deferred by Highly Compensated Participants.

               (j) The Employer and the Administrator shall establish procedures
         necessary to implement the salary reduction elections provided for
         herein. Such procedures may contain limits on salary deferral elections
         such as limiting elections to whole percentages of Compensation or to
         equal dollar amounts per pay period that an election is in effect.

12.3     ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

               (a) The Administrator shall establish and maintain an account in
         the name of each Participant to which the Administrator shall credit as
         of each Anniversary Date, or other Valuation Date, all amounts
         allocated to each such Participant as set forth herein.

               (b) The Employer shall provide the Administrator with all
         information required by the Administrator to make a proper allocation
         of Employer contributions for each Plan Year. Within a reasonable
         period of time after the date of receipt by the Administrator of such
         information, the Administrator shall allocate contributions as follows:

               (1) With respect to Elective Deferrals made pursuant to Section
               12.1(a)(1), to each Participant's Elective Deferral Account in an
               amount equal to each such Participant's Elective Deferrals for
               the year.

               (2) With respect to the Employer's matching contribution made
               pursuant to Section 12.1(a)(2), to each Participant's Account, or
               Participant's Qualified Matching Contribution Account, as elected
               in the Adoption Agreement, in accordance with Section 12.1(a)(2).

               Except, however, in order to be entitled to receive any Employer
               matching contribution, a Participant must satisfy the conditions
               for sharing in the Employer matching contribution as set forth in
               the Adoption Agreement. Furthermore, regardless of any election
               in the Adoption Agreement to the contrary, for the Plan Year in
               which this Plan terminates, a Participant shall only be eligible
               to share in the allocation of the Employer's contributions for
               the Plan Year if the Participant is employed at the end of the
               Plan Year and has completed a Year of Service (or Period of
               Service if the Elapsed Time Method is elected).

               (3) With respect to the Employer's Non-Elective Contribution made
               pursuant to Section 12.1(a)(3), to each Participant's Account in
               accordance with the provisions of Section 4.3(b)(2) or (3)
               whichever is applicable.

               (4) With respect to the Employer's Qualified Non-Elective
               Contribution made pursuant to Section 12.1(a)(4), to each
               Participant's (excluding Highly Compensated Employees, if elected
               in the Adoption Agreement) Qualified Non-Elective Contribution
               Account in accordance with the Adoption Agreement.

               (c) Notwithstanding anything in the Plan to the contrary, in
         determining whether a Non-Key Employee has received the required
         minimum allocation pursuant to Section 4.3(f) such Non-Key Employee's
         Elective Deferrals and matching contributions used to satisfy the ADP
         tests in Section 12.4 or the ACP tests in Section 12.6 shall not be
         taken into account.

               (d) Notwithstanding anything herein to the contrary, Participants
         who terminated employment during the Plan Year shall share in the
         salary deferral contributions made by the Employer for the year of
         termination without regard to the Hours of Service credited.

               (e) Notwithstanding anything herein to the contrary (other than
         Sections 4.3(f) and 12.3(f)), Participants shall only share in the
         allocations of the Employer's matching contribution made pursuant to
         Section 12.1(a)(2), the Employer's Non-Elective Contributions made
         pursuant to Section 12.1(a)(3), the Employer's Qualified Non-Elective
         Contribution made pursuant to Section 12.1(a)(4), and Forfeitures as
         provided in the Adoption Agreement. If no election is made in the
         Adoption Agreement, then a Participant shall be eligible to share in
         the allocation of the Employer's contribution for the year if the
         Participant completes more than 500 Hours of Service (or three (3)
         Months of Service if the Elapsed Time method is chosen in the Adoption
         Agreement) during the Plan Year or who is employed on the last day of
         the Plan Year. Furthermore, regardless of any election in the Adoption
         Agreement to the contrary, for the Plan Year in which this Plan
         terminates, a Participant shall only be eligible to share in the
         allocation of the Employer's contributions for the Plan Year if the
         Participant is employed at the end of the Plan Year and has completed a
         Year of Service (or Period of Service if the Elapsed Time Method is
         elected).

               (f) Notwithstanding anything in this Section to the contrary, the
         provisions of this subsection apply for any Plan Year if, in the
         non-standardized Adoption Agreement, the Employer elected to apply the
         410(b) ratio percentage failsafe provisions and the Plan fails to
         satisfy the "ratio percentage test" due to a last day of the Plan Year
         allocation condition or an Hours of Service (or months of service)
         allocation condition. A plan satisfies the "ratio percentage test" if,
         on the last day of the Plan Year, the "benefiting ratio" of the
         Non-Highly Compensated Employees who are "includible" is at least 70%
         of the "benefiting ratio" of the Highly Compensated Employees who are
         "includible." The "benefiting ratio" of the Non-Highly Compensated
         Employees is the number of "includible" Non-



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         Highly Compensated Employees "benefiting" under the Plan divided by the
         number of "includible" Employees who are Non-Highly Compensated
         Employees. The "benefiting ratio" of the Highly Compensated Employees
         is the number of Highly Compensated Employees "benefiting" under the
         Plan divided by the number of "includible" Highly Compensated
         Employees. "Includible" Employees are all Employees other than: (1)
         those Employees excluded from participating in the plan for the entire
         Plan Year by reason of the collective bargaining unit exclusion or the
         nonresident alien exclusion described in the Code or by reason of the
         age and service requirements of Article III; and (2) any Employee who
         incurs a separation from service during the Plan Year and fails to
         complete at least 501 Hours of Service (or three (3) months of service
         if the Elapsed Time Method is being used) during such Plan Year.

                   For purposes of this subsection, an Employee is "benefiting"
         under the Plan on a particular date if, under the Plan, the Employee is
         entitled to an Employer contribution or an allocation of Forfeitures
         for the Plan Year.

                   If this subsection applies, then the Administrator will
         suspend the allocation conditions for the "includible" Non-Highly
         Compensated Employees who are Participants, beginning first with the
         "includible" Employees employed by the Employer on the last day of the
         Plan Year, then the "includible" Employees who have the latest
         separation from service during the Plan Year, and continuing to suspend
         the allocation conditions for each "includible" Employee who incurred
         an earlier separation from service, from the latest to the earliest
         separation from service date, until the Plan satisfies the "ratio
         percentage test" for the Plan Year. If two or more "includible"
         Employees have a separation from service on the same day, then the
         Administrator will suspend the allocation conditions for all such
         "includible" Employees, irrespective of whether the Plan can satisfy
         the "ratio percentage test" by accruing benefits for fewer than all
         such "includible" Employees. If the Plan for any Plan Year suspends the
         allocation conditions for an "includible" Employee, then that Employee
         will share in the allocation for that Plan Year of the Employer
         contribution and Forfeitures, if any, without regard to whether the
         Employee has satisfied the other allocation conditions set forth in
         this Section.

                   If the Plan includes Employer matching contributions subject
         to ACP testing, this subsection applies separately to the Code Section
         401(m) portion of the Plan.

12.4     ACTUAL DEFERRAL PERCENTAGE TESTS

               (a) Except as otherwise provided herein, this subsection applies
         if the Prior Year Testing method is elected in the Adoption Agreement.
         The "Actual Deferral Percentage" (hereinafter "ADP") for a Plan Year
         for Participants who are Highly Compensated Employees (hereinafter
         "HCEs") for each Plan Year and the prior year's ADP for Participants
         who were Non-Highly Compensated Employees (hereinafter "NHCEs") for the
         prior Plan Year must satisfy one of the following tests:

               (1) The ADP for a Plan Year for Participants who are HCEs for the
               Plan Year shall not exceed the prior year's ADP for Participants
               who were NHCEs for the prior Plan Year multiplied by 1.25; or

               (2) The ADP for a Plan Year for Participants who are HCEs for the
               Plan Year shall not exceed the prior year's ADP for Participants
               who were NHCEs for the prior Plan Year multiplied by 2.0,
               provided that the ADP for Participants who are HCEs does not
               exceed the prior year's ADP for Participants who were NHCEs in
               the prior Plan Year by more than two (2) percentage points.

               Notwithstanding the above, for purposes of applying the foregoing
               tests with respect to the first Plan Year in which the Plan
               permits any Participant to make Elective Deferrals, the ADP for
               the prior year's NHCEs shall be deemed to be three percent (3%)
               unless the Employer has elected in the Adoption Agreement to use
               the current Plan Year's ADP for these Participants. However, the
               provisions of this paragraph may not be used if the Plan is a
               successor plan or is otherwise prohibited from using such
               provisions pursuant to IRS Notice 98-1 (or superseding guidance).

               (b) Notwithstanding the foregoing, if the Current Year Testing
         method is elected in the Adoption Agreement, the ADP tests in (a)(l)
         and (a)(2), above shall be applied by comparing the current Plan Year's
         ADP for Participants who are HCEs with the current Plan Year's ADP
         (rather than the prior Plan Year's ADP) for Participants who are NHCEs
         for the current Plan Year. Once made, this election can only be changed
         if the Plan meets the requirements for changing to the Prior Year
         Testing method set forth in IRS Notice 98-1 (or superseding guidance).
         Furthermore, this Plan must use the same testing method for both the
         ADP and ACP tests for Plan Years beginning on or after the date the
         Employer adopts its GUST restated plan.

               (c) This subsection applies to prevent the multiple use of the
         test set forth in subsection (a)(2) above. Any HCE eligible to make
         Elective Deferrals pursuant to Section 12.2 and to make after-tax
         voluntary Employee contributions or to receive matching contributions
         under this Plan or under any other plan maintained by the Employer or
         an Affiliated Employer, shall have either the actual deferral ratio
         adjusted in the manner described in Section 12.5 or the actual
         contribution ratio adjusted in the manner described in Section 12.7 so
         that the "Aggregate Limit" is not exceeded pursuant to Regulation
         1.401(m)-2. The amounts in excess of the "Aggregate Limit" shall be
         treated as either an Excess Contribution or an Excess Aggregate
         Contribution. The ADP and ACP of the HCEs are determined after any
         corrections required to meet the ADP and ACP tests and are deemed to be
         the maximum permitted under such tests for



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         the Plan Year. Multiple use does not occur if either the ADP or ACP of
         the HCEs does not exceed 1.25 multiplied by the ADP and ACP of the
         NHCEs.

               "Aggregate Limit" means the sum of (i) 125 percent of the greater
         of the ADP of the NHCEs for the prior Plan Year or the ACP of such
         NHCEs under the plan subject to Code Section 401(m) for the Plan Year
         beginning with or within the prior Plan Year of the cash or deferred
         arrangement and (ii) the lesser of 200% or two (2) plus the lesser of
         such ADP or ACP. "Lesser" is substituted for "greater" in (i) above,
         and "greater" is substituted for "lesser" after "two (2) plus the" in
         (ii) above if it would result in a larger Aggregate Limit. If the
         Employer has elected in the Adoption Agreement to use the Current Year
         Testing method, then in calculating the "Aggregate Limit" for a
         particular Plan Year, the NHCEs ADP and ACP for that Plan Year, instead
         of the prior Plan Year, is used.

               (d) A Participant is an HCE for a particular Plan Year if the
         Participant meets the definition of an HCE in effect for that Plan
         Year. Similarly, a Participant is an NHCE for a particular Plan Year if
         the Participant does not meet the definition of an HCE in effect for
         that Plan Year.

               (e) For the purposes of this Section and Section 12.5, ADP means,
         for a specific group of Participants for a Plan Year, the average of
         the ratios (calculated separately for each Participant in such group)
         of (1) the amount of Employer contributions actually paid over to the
         Plan on behalf of such Participant for the Plan Year to (2) the
         Participant's 414(s) Compensation for such Plan Year. Employer
         contributions on behalf of any participant shall include: (1) any
         Elective Deferrals made pursuant to the Participant's deferral election
         (including Excess Deferrals of HCEs), but excluding (i) Excess
         Deferrals of NHCEs that arise solely from Elective Deferrals made under
         the plan or plans of this Employer and (ii) Elective Deferrals that are
         taken into account in the ACP tests set forth in Section 12.6 (provided
         the ADP test is satisfied both with and without exclusion of these
         Elective Deferrals); and (2) at the election of the Employer, Qualified
         Non-Elective Contributions and Qualified Matching Contributions to the
         extent such contributions are not used to satisfy the ACP test.

               The actual deferral ratio for each Participant and the ADP for
         each group shall be calculated to the nearest one-hundredth of one
         percent. Elective Deferrals allocated to each Highly Compensated
         Participant's Elective Deferral Account shall not be reduced by Excess
         Deferrals to the extent such excess amounts are made under this Plan or
         any other plan maintained by the Employer.

               (f) For purposes of this Section and Section 12.5, a Highly
         Compensated Participant and a Non-Highly Compensated Participant shall
         include any Employee eligible to make salary deferrals pursuant to
         Section 12.2 for the Plan Year. Such Participants who fail to make
         Elective Deferrals shall be treated for ADP purposes as Participants on
         whose behalf no Elective Deferrals are made.

               (g) In the event this Plan satisfies the requirements of Code
         Sections 401(a)(4), 401(k), or 410(b) only if aggregated with one or
         more other plans, or if one or more other plans satisfy the
         requirements of such sections of the Code only if aggregated with this
         Plan, then this Section shall be applied by determining the ADP of
         Employees as if all such plans were a single plan. Any adjustments to
         the NHCE ADP for the prior year will be made in accordance with IRS
         Notice 98-1 and any superseding guidance, unless the Employer has
         elected in the Adoption Agreement to use the Current Year Testing
         method. Plans may be aggregated in order to satisfy Code Section 401(k)
         only if they have the same Plan Year and use the same ADP testing
         method.

               (h) The ADP for any Participant who is an HCE for the Plan Year
         and who is eligible to have Elective Deferrals (and Qualified
         Non-Elective Contributions or Qualified Matching Contributions, or
         both, if treated as Elective Deferrals for purposes of the ADP test)
         allocated to such Participant's accounts under two (2) or more
         arrangements described in Code Section 401(k), that are maintained by
         the Employer, shall be determined as if such Elective Deferrals (and,
         if applicable, such Qualified Non-Elective Contributions or Qualified
         Matching Contributions, or both) were made under a single arrangement
         for purposes of determining such HCE's actual deferral ratio. However,
         if the cash or deferred arrangements have different Plan Years, this
         paragraph shall be applied by treating all cash or deferred
         arrangements ending with or within the same calendar year as a single
         arrangement. Notwithstanding the foregoing, certain plans shall be
         treated as separate if mandatorily disaggregated under Regulations
         under Code Section 401.

               (i) For purposes of determining the ADP and the amount of Excess
         Contributions pursuant to Section 12.5, only Elective Deferrals,
         Qualified Non-Elective Contributions and Qualified Matching
         Contributions contributed to the Plan prior to the end of the twelve
         (12) month period immediately following the Plan Year to which the
         contributions relate shall be considered.

               (j) Notwithstanding anything in this Section to the contrary, the
         provisions of this Section and Section 12.5 may be applied separately
         (or will be applied separately to the extent required by Regulations)
         to each "plan" within the meaning of Regulation 1.401(k)-1(g)(11).
         Furthermore, for Plan Years beginning after December 31, 1998, the
         provisions of Code Section 401(k)(3)(F) may be used to exclude from
         consideration all Non-Highly Compensated Employees who have not
         satisfied the minimum age and service requirements of Code Section
         410(a)(1)(A).



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12.5     ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

               (a) In the event (or, with respect to subsection (c) when the
         Prior Year Testing method is being used, if it is anticipated) that for
         Plan Years beginning after December 31, 1996, the Plan does not satisfy
         one of the tests set forth in Section 12.4, the Administrator shall
         adjust Excess Contributions or the Employer shall make contributions
         pursuant to the options set forth below or any combination thereof.
         However, if the Prior Year testing method is being used and it is
         anticipated that the Plan might not satisfy one of such tests, then the
         Employer may make contributions pursuant to the options set forth in
         subsection (c) below.

               (b) On or before the fifteenth day of the third month following
         the end of each Plan Year, but in no event later than the close of the
         following Plan Year, the Highly Compensated Participant allocated the
         largest amount of Elective Deferrals shall have a portion of such
         Elective Deferrals (and "Income" allocable to such amounts) distributed
         (and/or, at the Participant's election, recharacterized as a after-tax
         voluntary Employee contribution pursuant to Section 4.8) until the
         total amount of Excess Contributions has been distributed, or until the
         amount of the Participant's Elective Deferrals equals the Elective
         Deferrals of the Highly Compensated Participant having the next largest
         amount of Elective Deferrals allocated. This process shall continue
         until the total amount of Excess Contributions has been distributed.
         Any distribution and/or recharacterization of Excess Contributions
         shall be made in the following order:

               (1) With respect to the distribution of Excess Contributions,
               such distribution:

                   (i) may be postponed but not later than the close of the Plan
                   Year following the Plan Year to which they are allocable;

                   (ii) shall be made first from unmatched Elective Deferrals
                   and, thereafter, simultaneously from Elective Deferrals which
                   are matched and matching contributions which relate to such
                   Elective Deferrals. Matching contributions which relate to
                   Excess Contributions shall be forfeited unless the related
                   matching contribution is distributed as an Excess Aggregate
                   Contribution pursuant to Section 12.7;

                   (iii) shall be adjusted for "Income"; and

                   (iv) shall be designated by the Employer as a distribution of
                   Excess Contributions (and "Income").

               (2) With respect to the recharacterization of Excess
               Contributions pursuant to (a) above, such recharacterized
               amounts:

                   (i) shall be deemed to have occurred on the date on which the
                   last of those Highly Compensated Participants with Excess
                   Contributions to be recharacterized is notified of the
                   recharacterization and the tax consequences of such
                   recharacterization;

                   (ii) shall not exceed the amount of Elective Deferrals on
                   behalf of any Highly Compensated Participant for any Plan
                   Year;

                   (iii) shall be treated as after-tax voluntary Employee
                   contributions for purposes of Code Section 401(a)(4) and
                   Regulation 1.401(k)-1(b). However, for purposes of Sections
                   4.3(f) and 9.2 (top heavy rules), recharacterized Excess
                   Contributions continue to be treated as Employer
                   contributions that are Elective Deferrals. Excess
                   Contributions (and "Income" attributable to such amounts)
                   recharacterized as after-tax voluntary Employee contributions
                   shall continue to be nonforfeitable and subject to the same
                   distribution rules provided for in Section 12.2(c); and

                   (iv) are not permitted if the amount recharacterized plus
                   after-tax voluntary Employee contributions actually made by
                   such Highly Compensated Participant, exceed the maximum
                   amount of after-tax voluntary Employee contributions
                   (determined prior to application of Section 12.6) that such
                   Highly Compensated Participant is permitted to make under the
                   Plan in the absence of recharacterization.

               (3) Any distribution and/or recharacterization of less than the
               entire amount of Excess Contributions shall be treated as a pro
               rata distribution and/or recharacterization of Excess
               Contributions and "Income."

               (4) For the purpose of this Section, "Income" means the income or
               losses allocable to Excess Contributions, which amount shall be
               allocated at the same time and in the same manner as income or
               losses are allocated pursuant to Section 4.3(c). However,
               "Income" for the period between the end of the Plan Year and the
               date of the distribution (the "gap period") is not required to be
               distributed.

               (5) Excess Contributions shall be treated as Employer
               contributions for purposes of Code Sections 404 and 415 even if
               distributed from the Plan.



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               (c) Notwithstanding the above, within twelve (12) months after
         the end of the Plan Year (or, if the Prior Year Testing method is used,
         within twelve (12) months after the end of the prior Plan Year), the
         Employer may make a special Qualified Non-Elective Contribution or
         Qualified Matching Contribution in accordance with one of the following
         provisions which contribution shall be allocated to the Qualified
         Non-Elective Contribution Account or Qualified Matching Contribution
         Account of each Non-Highly Compensated Participant eligible to share in
         the allocation in accordance with such provision. The Employer shall
         provide the Administrator with written notification of the amount of
         the contribution being made and to which provision it relates.

               (1) A Qualified Non-Elective Contribution may be made on behalf
               of Non-Highly Compensated Participants in an amount sufficient to
               satisfy (or to prevent an anticipated failure of) one of the
               tests set forth in Section 12.4. Such contribution shall be
               allocated in the same proportion that each Non-Highly Compensated
               Participant's 414(s) Compensation for the year (or prior year if
               the Prior Year Testing method is being used) bears to the total
               414(s) Compensation of all Non-Highly Compensated Participants
               for such year.

               (2) A Qualified Non-Elective Contribution may be made on behalf
               of Non-Highly Compensated Participants in an amount sufficient to
               satisfy (or to prevent an anticipated failure of) one of the
               tests set forth in Section 12.4. Such contribution shall be
               allocated in the same proportion that each Non-Highly Compensated
               Participant's 414(s) Compensation for the year (or prior year if
               the Prior Year Testing method is being used) bears to the total
               414(s) Compensation of all Non-Highly Compensated Participants
               for such year. However, for purposes of this contribution,
               Non-Highly Compensated Participants who are not employed at the
               end of the Plan Year (or at the end of the prior Plan Year if the
               Prior Year Testing method is being used) and, if this is a
               standardized Plan, who have not completed more than 500 Hours of
               Service (or three (3) consecutive calendar months if the Elapsed
               Time Method is selected in the Adoption Agreement) during such
               Plan Year, shall not be eligible to share in the allocation and
               shall be disregarded.

               (3) A Qualified Non-Elective Contribution may be made on behalf
               of Non-Highly Compensated Participants in an amount sufficient to
               satisfy (or to prevent an anticipated failure of) one of the
               tests set forth in Section 12.4. Such contribution shall be
               allocated in equal amounts (per capita).

               (4) A Qualified Non-Elective Contribution may be made on behalf
               of Non-Highly Compensated Participants in an amount sufficient to
               satisfy (or to prevent an anticipated failure of) one of the
               tests set forth in Section 12.4. Such contribution shall be
               allocated in equal amounts (per capita). However, for purposes of
               this contribution, Non-Highly Compensated Participants who are
               not employed at the end of the Plan Year (or at the end of the
               prior Plan Year if the Prior Year Testing method is being used)
               and, if this is a standardized Plan, who have not completed more
               than 500 Hours of Service (or three (3) consecutive calendar
               months if the Elapsed Time Method is selected in the Adoption
               Agreement) during such Plan Year, shall not be eligible to share
               in the allocation and shall be disregarded.

               (5) A Qualified Non-Elective Contribution may be made on behalf
               of Non-Highly Compensated Participants in an amount sufficient to
               satisfy (or to prevent an anticipated failure of) one of the
               tests set forth in Section 12.4. Such contribution shall be
               allocated to the Qualified Non-Elective Contribution Account of
               the Non-Highly Compensated Participant having the lowest 414(s)
               Compensation, until one of the tests set forth in Section 12.4 is
               satisfied (or is anticipated to be satisfied), or until such
               Non-Highly Compensated Participant has received the maximum
               "Annual Addition" pursuant to Section 4.4. This process shall
               continue until one of the tests set forth in Section 12.4 is
               satisfied (or is anticipated to be satisfied).

               (6) A Qualified Non-Elective Contribution may be made on behalf
               of Non-Highly Compensated Participants in an amount sufficient to
               satisfy (or to prevent an anticipated failure of) one of the
               tests set forth in Section 12.4. Such contribution shall be
               allocated to the Qualified Non-Elective Contribution Account of
               the Non-Highly Compensated Participant having the lowest 414(s)
               Compensation, until one of the tests set forth in Section 12.4 is
               satisfied (or is anticipated to be satisfied), or until such
               Non-Highly Compensated Participant has received the maximum
               "Annual Addition" pursuant to Section 4.4. This process shall
               continue until one of the tests set forth in Section 12.4 is
               satisfied (or is anticipated to be satisfied). However, for
               purposes of this contribution, Non-Highly Compensated
               Participants who are not employed at the end of the Plan Year (or
               at the end of the prior Plan Year if the Prior Year Testing
               method is being used) and, if this is a standardized Plan, who
               have not completed more than 500 Hours of Service (or three (3)
               consecutive calendar months if the Elapsed Time Method is
               selected in the Adoption Agreement) during such Plan Year, shall
               not be eligible to share in the allocation and shall be
               disregarded.

               (7) A Qualified Matching Contribution may be made on behalf of
               Non-Highly Compensated Participants in an amount sufficient to
               satisfy (or to prevent an anticipated failure of) one of the
               tests set forth in Section 12.4. Such contribution shall be
               allocated to the Qualified Matching Contribution Account of each
               Non-Highly Compensated Participant in the same proportion that
               each Non-Highly Compensated Participant's Elective Deferrals for
               the year bears to the total Elective Deferrals of all Non-Highly
               Compensated Participants.



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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

               (8) A Qualified Matching Contribution may be made on behalf of
               Non-Highly Compensated Participants in an amount sufficient to
               satisfy (or to prevent an anticipated failure of) one of the
               tests set forth in Section 12.4. Such contribution shall be
               allocated to the Qualified Matching Contribution Account of each
               Non-Highly Compensated Participant in the same proportion that
               each Non-Highly Compensated Participant's Elective Deferrals for
               the year bears to the total Elective Deferrals of all Non-Highly
               Compensated Participants. However, for purposes of this
               contribution, Non-Highly Compensated Participants who are not
               employed at the end of the Plan Year (or at the end of the prior
               Plan Year if the Prior Year Testing method is being used) and, if
               this is a standardized Plan, who have not completed more than 500
               Hours of Service (or three (3) consecutive calendar months if the
               Elapsed Time Method is selected in the Adoption Agreement) during
               such Plan Year, shall not be eligible to share in the allocation
               and shall be disregarded.

               (9) A Qualified Matching Contribution may be made on behalf of
               Non-Highly Compensated Participants in an amount sufficient to
               satisfy (or to prevent an anticipated failure of) one of the
               tests set forth in Section 12.4. Such contribution shall be
               allocated to the Qualified Matching Contribution Account of the
               Non-Highly Compensated Participant having the lowest Elective
               Deferrals until one of the tests set forth in Section 12.4 is
               satisfied (or is anticipated to be satisfied), or until such
               Non-Highly Compensated Participant has received the maximum
               "Annual Addition" pursuant to Section 4.4. This process shall
               continue until one of the tests set forth in Section 12.4 is
               satisfied (or is anticipated to be satisfied).

               (10) A Qualified Matching Contribution may be made on behalf of
               Non-Highly Compensated Participants in an amount sufficient to
               satisfy (or to prevent an anticipated failure of) one of the
               tests set forth in Section 12.4. Such contribution shall be
               allocated to the Qualified Matching Contribution Account of the
               Non-Highly Compensated Participant having the lowest Elective
               Deferrals until one of the tests set forth in Section 12.4 is
               satisfied (or is anticipated to be satisfied), or until such
               Non-Highly Compensated Participant has received the maximum
               "Annual Addition" pursuant to Section 4.4. This process shall
               continue until one of the tests set forth in Section 12.4 is
               satisfied (or is anticipated to be satisfied). However, for
               purposes of this contribution, Non-Highly Compensated
               Participants who are not employed at the end of the Plan Year (or
               at the end of the prior Plan Year if the Prior Year Testing
               method is being used) and, if this is a standardized Plan, who
               have not completed more than 500 Hours of Service (or three (3)
               consecutive calendar months if the Elapsed Time Method is
               selected in the Adoption Agreement) during such Plan Year, shall
               not be eligible to share in the allocation and shall be
               disregarded.

               (d) Any Excess Contributions (and "Income") which are distributed
         on or after 2 1/2 months after the end of the Plan Year shall be
         subject to the ten percent (10%) Employer excise tax imposed by Code
         Section 4979.

12.6     ACTUAL CONTRIBUTION PERCENTAGE TESTS

               (a) Except as otherwise provided herein, this subsection applies
         if the Prior Year Testing method is elected in the Adoption Agreement.
         The "Actual Contribution Percentage" (hereinafter "ACP") for
         Participants who are Highly Compensated Employees (hereinafter "HCEs")
         for each Plan Year and the prior year's ACP for Participants who were
         Non-Highly Compensated Employees (hereinafter "NHCEs") for the prior
         Plan Year must satisfy one of the following tests:

               (1) The ACP for a Plan Year for Participants who are HCEs for the
               Plan Year shall not exceed the prior year's ACP for Participants
               who were NHCEs for the prior Plan Year multiplied by 1.25; or

               (2) The ACP for a Plan Year for Participants who are HCEs for the
               Plan Year shall not exceed the prior year's ACP for Participants
               who were NHCEs for the prior Plan Year multiplied by 2.0,
               provided that the ACP for Participants who are HCEs does not
               exceed the prior year's ACP for Participants who were NHCEs in
               the prior Plan Year by more than two (2) percentage points.

               Notwithstanding the above, for purposes of applying the foregoing
               tests with respect to the first Plan Year in which the Plan
               permits any Participant to make Employee contributions, provides
               for matching contributions, or both, the ACP for the prior year's
               NHCEs shall be deemed to be three percent (3%) unless the
               Employer has elected in the Adoption Agreement to use the current
               Plan Year's ACP for these Participants. However, the provisions
               of this paragraph may not be used if the Plan is a successor plan
               or is otherwise prohibited from using such provisions pursuant to
               IRS Notice 98-1 (or superseding guidance).

               (b) Notwithstanding the preceding, if the Current Year Testing
         method is elected in the Adoption Agreement, the ACP tests in (a)(1)
         and (a)(2), above shall be applied by comparing the current Plan Year's
         ACP for Participants who are HCEs with the current Plan Year's ACP
         (rather than the prior Plan Year's ACP) for Participants who are NHCEs
         for the current Plan Year. Once made, this election can only be changed
         if the Plan meets the requirements for changing to the Prior Year
         Testing method set forth in IRS Notice 98-1 (or superseding guidance).
         Furthermore, this Plan must use the same testing method for both the
         ADP and ACP tests for Plan Years beginning on or after the date the
         Employer adopts its GUST restated plan.



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               (c) This subsection applies to prevent the multiple use of the
         test set forth in subsection (a)(2) above. Any HCE eligible to make
         Elective Deferrals pursuant to Section 12.2 and to make after-tax
         voluntary Employee contributions or to receive matching contributions
         under this Plan or under any other plan maintained by the Employer or
         an Affiliated Employer, shall have either the actual deferral ratio
         adjusted in the manner described in Section 12.5 or the actual
         contribution ratio reduced in the manner described in Section 12.7 so
         that the "Aggregate Limit" is not exceeded pursuant to Regulation
         1.401(m)-2. The amounts in excess of the "Aggregate Limit" shall be
         treated as either an Excess Contribution or an Excess Aggregate
         Contribution. The ADP and ACP of the HCEs are determined after any
         corrections required to meet the ADP and ACP tests and are deemed to be
         the maximum permitted under such test for the Plan Year. Multiple use
         does not occur if either the ADP or ACP of the HCEs does not exceed
         1.25 multiplied by the ADP and ACP of the NHCEs.

         "Aggregate Limit" means the sum of (i) 125 percent of the greater of
         the ADP of the NHCEs for the Plan Year or the ACP of such NHCEs under
         the plan subject to Code Section 401(m) for the Plan Year beginning
         with or within the prior Plan Year of the cash or deferred arrangement
         and (ii) the lesser of 200% or two plus the lesser of such ADP or ACP.
         "Lesser" is substituted for "greater" in (i) above, and "greater" is
         substituted for "lesser" after "two plus the" in (ii) above if it would
         result in a larger Aggregate Limit. If the Employer has elected in the
         Adoption Agreement to use the Current Year Testing method, then in
         calculating the "Aggregate Limit" for a particular Plan Year, the NHCEs
         ADP and ACP for that Plan Year, instead of the prior Plan Year, is
         used.

               (d) A Participant is a Highly Compensated Employee for a
         particular Plan Year if the Participant meets the definition of a
         Highly Compensated Employee in effect for that Plan Year. Similarly, a
         Participant is a Non-highly Compensated Employee for a particular Plan
         Year if the Participant does not meet the definition of a Highly
         Compensated Employee in effect for that Plan Year.

               (e) For the purposes of this Section and Section 12.7, ACP for a
         specific group of Participants for a Plan Year means the average of the
         "Contribution Percentages" (calculated separately for each Participant
         in such group). For this purpose, "Contribution Percentage" means the
         ratio (expressed as a percentage) of the Participant's "Contribution
         Percentage Amounts" to the Participant's 414(s) Compensation. The
         actual contribution ratio for each Participant and the ACP for each
         group, shall be calculated to the nearest one-hundredth of one percent
         of the Participant's 414(s) Compensation.

               (f) "Contribution Percentage Amounts" means the sum of (i)
         after-tax voluntary Employee contributions, (ii) Employer "Matching
         Contributions" made pursuant to Section 12.1(a)(2) (including Qualified
         Matching Contributions to the extent such Qualified Matching
         Contributions are not used to satisfy the tests set forth in Section
         12.4), (iii) Excess Contributions recharacterized as nondeductible
         voluntary Employee contributions pursuant to Section 12.5, and (iv)
         Qualified Non-Elective Contributions (to the extent not used to satisfy
         the tests set forth in Section 12.4). However, "Contribution Percentage
         Amounts" shall not include "Matching Contributions" that are forfeited
         either to correct Excess Aggregate Contributions or due to Code Section
         401(a)(4) and the Regulations thereunder because the contributions to
         which they relate are Excess Deferrals, Excess Contributions, or Excess
         Aggregate Contributions. In addition, "Contribution Percentage Amounts"
         may include Elective Deferrals provided the ADP test in Section 12.4 is
         met before the Elective Deferrals are used in the ACP test and
         continues to be met following the exclusion of those Elective Deferrals
         that are used to meet the ACP test.

               (g) For purposes of determining the ACP and the amount of Excess
         Aggregate Contributions pursuant to Section 12.7, only Employer
         "Matching Contributions" (excluding "Matching Contributions" forfeited
         or distributed pursuant to Section 12.2(e), 12.5(b), or 12.7(b))
         contributed to the Plan prior to the end of the succeeding Plan Year
         shall be considered. In addition, the Administrator may elect to take
         into account, with respect to Employees eligible to have Employer
         "Matching Contributions" made pursuant to Section 12.1(a)(2) or
         after-tax voluntary Employee contributions made pursuant to Section 4.7
         allocated to their accounts, elective deferrals (as defined in
         Regulation 1.402(g)-l(b)) and qualified non-elective contributions (as
         defined in Code Section 401(m)(4)(C)) contributed to any plan
         maintained by the Employer. Such elective deferrals and qualified
         non-elective contributions shall be treated as Employer matching
         contributions subject to Regulation 1.401(m)-1(b)(2) which is
         incorporated herein by reference. The Plan Year must be the same as the
         plan year of the plan to which the elective deferrals and the qualified
         non-elective contributions are made.

               (h) In the event that this Plan satisfies the requirements of
         Code Sections 401(a)(4), 401(m), or 410(b) only if aggregated with one
         or more other plans, or if one or more other plans satisfy the
         requirements of such sections of the Code only if aggregated with this
         Plan, then this Section shall be applied by determining the ACP of
         Employees as if all such plans were a single plan. Plans may be
         aggregated in order to satisfy Code section 401(m) only if they have
         the same Plan Year.

                   Any adjustments to the NHCE ACP for the prior year will be
         made in accordance with IRS Notice 98-1 and any superseding guidance,
         unless the Employer has elected in the Adoption Agreement to use the
         Current Year Testing method. Plans may be aggregated in order to
         satisfy Code Section 401(k) only if they have the same Plan Year and
         use the same ACP testing method.

               (i) For the purposes of this Section, if an HCE is a Participant
         under two (2) or more plans (other than an employee stock ownership
         plan as defined in Code Section 4975(e)(7)) which are maintained by the
         Employer or an



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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

         Affiliated Employer to which "Matching Contributions," nondeductible
         voluntary Employee contributions, or both, are made, all such
         contributions on behalf of such HCE shall be aggregated for purposes of
         determining such HCP's actual contribution ratio. However, if the plans
         have different plan years, this paragraph shall be applied by treating
         all plans ending with or within the same calendar year as a single
         plan.

               (j) For purposes of this Section and Section 12.7, a Highly
         Compensated Participant and a Non-Highly Compensated Participant shall
         include any Employee eligible to have "Matching Contributions" made
         pursuant to Section 12.1(a)(2) (whether or not a deferral election was
         made or suspended pursuant to Section 12.2(g)) allocated to such
         Participant's account for the Plan Year or to make salary deferrals
         pursuant to Section 12.2 (if the Employer uses salary deferrals to
         satisfy the provisions of this Section) or after-tax voluntary Employee
         contributions pursuant to Section 4.7 (whether or not nondeductible
         voluntary Employee contributions are made) allocated to the
         Participant's account for the Plan Year.

               (k) For purposes of this Section and Section 12.7, "Matching
         Contribution" means an Employer contribution made to the Plan, or to a
         contract described in Code Section 403(b), on behalf of a Participant
         on account of a nondeductible voluntary Employee contribution made by
         such Participant, or on account of a Participant's elective deferrals
         under a plan maintained by the Employer.

               (l) For purposes of determining the ACP and the amount of Excess
         Aggregate Contributions pursuant to Section 12.7, only Elective
         Deferrals, Qualified Non-Elective Contributions, "Matching
         Contributions" and Qualified Matching Contributions contributed to the
         Plan prior to the end of the twelve (12) month period immediately
         following the Plan Year to which the contributions relate shall be
         considered.

               (m) Notwithstanding anything in this Section to the contrary, the
         provisions of this Section and Section 12.7 may be applied separately
         (or will be applied separately to the extent required by Regulations)
         to each "plan" within the meaning of Regulation 1.401(k)-1(g)(11).
         Furthermore, for Plan Years beginning after December 31, 1998, the
         provisions of Code Section 401(k)(3)(F) may be used to exclude from
         consideration all Non-Highly Compensated Employees who have not
         satisfied the minimum age and service requirements of Code Section
         410(a)(1)(A).

12.7     ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

               (a) In the event (or, with respect to subsection (g) below when
         the Prior Year Testing method is being used, if it is anticipated) that
         for Plan Years beginning after December 31, 1996, the Plan does not
         satisfy one of the tests set forth in Section 12.6, the Administrator
         shall adjust Excess Aggregate Contributions or the Employer shall make
         contributions pursuant to the options set forth below or any
         combination thereof. However, if the Prior Year testing method is being
         used and it is anticipated that the Plan might not satisfy one of such
         tests, then the Employer may make contributions pursuant to the options
         set forth in subsection (c) below.

               (b) On or before the fifteenth day of the third month following
         the end of the Plan Year, but in no event later than the close of the
         following Plan Year the Highly Compensated Participant having the
         largest allocation of "Contribution Percentage Amounts" shall have a
         portion of such "Contribution Percentage Amounts" (and "Income"
         allocable to such amounts) distributed or, if non-Vested, Forfeited
         (including "Income" allocable to such Forfeitures) until the total
         amount of Excess Aggregate Contributions has been distributed, or until
         the amount of the Participant's "Contribution Percentage Amounts"
         equals the "Contribution Percentage Amounts" of the Highly Compensated
         Participant having the next largest amount of "Contribution Percentage
         Amounts." This process shall continue until the total amount of Excess
         Aggregate Contributions has been distributed or forfeited. Any
         distribution and/or Forfeiture of "Contribution Percentage Amounts"
         shall be made in the following order:

               (1) Employer matching contributions distributed and/or forfeited
               pursuant to Section 12.5(b)(1);

               (2) After-tax voluntary Employee contributions including Excess
               Contributions recharacterized as after-tax voluntary Employee
               contributions pursuant to Section 12.5(b)(2);

               (3) Remaining Employer matching contributions.

               (c) Any distribution or Forfeiture of less than the entire amount
         of Excess Aggregate Contributions (and "Income") shall be treated as a
         pro rata distribution of Excess Aggregate Contributions and "Income."
         Distribution of Excess Aggregate Contributions shall be designated by
         the Employer as a distribution of Excess Aggregate Contributions (and
         "Income"). Forfeitures of Excess Aggregate Contributions shall be
         treated in accordance with Section 4.3. However, no such Forfeiture may
         be allocated to a Highly Compensated Participant whose contributions
         are reduced pursuant to this Section.

               (d) For the purpose of this Section, "Income" means the income or
         losses allocable to Excess Aggregate Contributions, which amount shall
         be allocated at the same time and in the same manner as income or
         losses are allocated pursuant to Section 4.3(c). However, "Income" for
         the period between the end of the Plan Year and the date of the
         distribution (the "gap period") is not required to be distributed.



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               (e) Excess Aggregate Contributions attributable to amounts other
         than nondeductible voluntary Employee contributions, including
         forfeited matching contributions, shall be treated as Employer
         contributions for purposes of Code Sections 404 and 415 even if
         distributed from the Plan.

               (f) The determination of the amount of Excess Aggregate
         Contributions with respect to any Plan Year shall be made after first
         determining the Excess Contributions, if any, to be treated as
         nondeductible voluntary Employee contributions due to
         recharacterization for the plan year of any other qualified cash or
         deferred arrangement (as defined in Code Section 401(k)) maintained by
         the Employer that ends with or within the Plan Year or which are
         treated as after-tax voluntary Employee contributions due to
         recharacterization pursuant to Section 12.5.

               (g) Notwithstanding the above, within twelve (12) months after
         the end of the Plan Year (or, if the Prior Year Testing method is used,
         within twelve (12) months after the end of the prior Plan Year), the
         Employer may make a special Qualified Non-Elective Contribution or
         Qualified Matching Contribution in accordance with one of the following
         provisions which contribution shall be allocated to the Qualified
         Non-Elective Contribution Account or Qualified Matching Contribution
         Account of each Non-Highly Compensated eligible to share in the
         allocation in accordance with such provision. The Employer shall
         provide the Administrator with written notification of the amount of
         the contribution being made and for which provision it is being made
         pursuant to.

               (1) A Qualified Non-Elective Contribution may be made on behalf
               of Non-Highly Compensated Participants in an amount sufficient to
               satisfy (or to prevent an anticipated failure of) one of the
               tests set forth in Section 12.6. Such contribution shall be
               allocated in the same proportion that each Non-Highly Compensated
               Participant's 414(s) Compensation for the year (or prior year if
               the Prior Year Testing method is being used) bears to the total
               414(s) Compensation of all Non-Highly Compensated Participants
               for such year.

               (2) A Qualified Non-Elective Contribution may be made on behalf
               of Non-Highly Compensated participants in an amount sufficient to
               satisfy (or to prevent an anticipated failure of) one of the
               tests set forth in Section 12.6. Such contribution shall be
               allocated in the same proportion that each Non-Highly Compensated
               Participant's 414(s) Compensation for the year (or prior year if
               the Prior Year Testing method is being used) bears to the total
               414(s) Compensation of all Non-Highly Compensated Participants
               for such year. However, for purposes of this contribution,
               Non-Highly Compensated Participants who are not employed at the
               end of the Plan Year (or at the end of the prior Plan Year if the
               Prior Year Testing method is being used) and, if this is a
               standardized Plan, who have not completed more than 500 Hours of
               Service (or three (3) consecutive calendar months if the Elapsed
               Time Method is selected in the Adoption Agreement) during such
               Plan Year, shall not be eligible to share in the allocation and
               shall be disregarded.

               (3) A Qualified Non-Elective Contribution may be made on behalf
               of Non-Highly Compensated Participants in an amount sufficient to
               satisfy (or to prevent an anticipated failure of) one of the
               tests set forth in Section 12.6. Such contribution shall be
               allocated in equal amounts (per capita).

               (4) A Qualified Non-Elective Contribution may be made on behalf
               of Non-Highly Compensated Participants in an amount sufficient to
               satisfy (or to prevent an anticipated failure of) one of the
               tests set forth in Section 12.6. Such contribution shall be
               allocated in equal amounts (per capita). However, for purposes of
               this contribution, Non-Highly Compensated Participants who are
               not employed at the end of the Plan Year (or at the end of the
               prior Plan Year if the Prior Year Testing method is being used)
               and, if this is a standardized Plan, who have not completed more
               than 500 Hours of Service (or three (3) consecutive calendar
               months if the Elapsed Time Method is selected in the Adoption
               Agreement) during such Plan Year, shall not be eligible to share
               in the allocation and shall be disregarded.

               (5) A Qualified Non-Elective Contribution may be made on behalf
               of Non-Highly Compensated Participants in an amount sufficient to
               satisfy (or to prevent an anticipated failure of) one of the
               tests set forth in Section 12.6. Such contribution shall be
               allocated to the Qualified Non-Elective Contribution Account of
               the Non-Highly Compensated Participant having the lowest 414(s)
               Compensation, until one of the tests set forth in Section 12.6 is
               satisfied (or is anticipated to be satisfied), or until such
               Non-Highly Compensated Participant has received the maximum
               "Annual Addition" pursuant to Section 4.4. This process shall
               continue until one of the tests set forth in Section 12.6 is
               satisfied (or is anticipated to be satisfied).

               (6) A Qualified Non-Elective Contribution may be made on behalf
               of Non-Highly Compensated Participants in an amount sufficient to
               satisfy (or to prevent an anticipated failure of) one of the
               tests set forth in Section 12.6. Such contribution shall be
               allocated to the Qualified Non-Elective Contribution Account of
               the Non-Highly Compensated Participant having the lowest 414(s)
               Compensation, until one of the tests set forth in Section 12.6 is
               satisfied (or is anticipated to be satisfied), or until such
               Non-Highly Compensated Participant has received the maximum
               "Annual Addition" pursuant to Section 4.4. This process shall
               continue until one of the tests set forth in Section 12.6 is
               satisfied (or is anticipated to be satisfied). However, for
               purposes of this contribution, Non-Highly Compensated Employees
               who are not employed at the end of the Plan Year (or at the end
               of the prior Plan Year if the Prior Year Testing method is being
               used) and, if this is a standardized Plan, who have not completed
               more than 500 Hours of Service (or three (3) consecutive



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               calendar months if the Elapsed Time Method is selected in the
               Adoption Agreement) during such Plan Year, shall not be eligible
               to share in the allocation and shall be disregarded.

               (7) A "Matching Contribution" may be made on behalf of Non-Highly
               Compensated Participants in an amount sufficient to satisfy (or
               to prevent an anticipated failure of) one of the tests set forth
               in Section 12.6. Such contribution shall be allocated on behalf
               of each Non-Highly Compensated Participant in the same proportion
               that each Non-Highly Compensated Participant's Elective Deferrals
               for the year bears to the total Elective Deferrals of all
               Non-Highly Compensated Participants. The Employer shall
               designate, at the time the contribution is made, whether the
               contribution made pursuant to this provision shall be a Qualified
               Matching Contribution allocated to a Participant's Qualified
               Matching Contribution Account or an Employer Non-Elective
               Contribution allocated to a Participant's Non-Elective Account.

               (8) A "Matching Contribution" may be made on behalf of Non-Highly
               Compensated Participants in an amount sufficient to satisfy (or
               to prevent an anticipated failure of) one of the tests set forth
               in Section 12.6. Such contribution shall be allocated on behalf
               of each Non-Highly Compensated Participant in the same proportion
               that each Non-Highly Compensated Participant's Elective Deferrals
               for the year bears to the total Elective Deferrals of all
               Non-Highly Compensated Participants. The Employer shall
               designate, at the time the contribution is made, whether the
               contribution made pursuant to this provision shall be a Qualified
               Matching Contribution allocated to a Participant's Qualified
               Matching Contribution Account or an Employer Non-Elective
               Contribution allocated to a Participant's Non-Elective Account.
               However, for purposes of this contribution, Non-Highly
               Compensated Participants who are not employed at the end of the
               Plan Year (or at the end of the prior Plan Year if the Prior Year
               Testing method is being used) and, if this is a standardized
               Plan, who have not completed more than 500 Hours of Service (or
               three (3) consecutive calendar months if the Elapsed Time Method
               is selected in the Adoption Agreement) during such Plan Year,
               shall not be eligible to share in the allocation and shall be
               disregarded.

               (9) A "Matching Contribution" may be made on behalf of Non-Highly
               Compensated Participants in an amount sufficient to satisfy (or
               to prevent an anticipated failure of) one of the tests set forth
               in Section 12.4. Such contribution shall be allocated on behalf
               of the Non-Highly Compensated Participant having the lowest
               Elective Deferrals until one of the tests set forth in Section
               12.4 is satisfied (or is anticipated to be satisfied), or until
               such Non-Highly Compensated Participant has received the maximum
               "Annual Addition" pursuant to Section 4.4. This process shall
               continue until one of the tests set forth in Section 12.4 is
               satisfied (or is anticipated to be satisfied). The Employer shall
               designate, at the time the contribution is made, whether the
               contribution made pursuant to this provision shall be a Qualified
               Matching Contribution allocated to a Participant's Qualified
               Matching Contribution Account or an Employer Non-Elective
               Contribution allocated to a Participant's Non-Elective Account.

               (10) A "Matching Contribution" may be made on behalf of
               Non-Highly Compensated Participants in an amount sufficient to
               satisfy (or to prevent an anticipated failure of) one of the
               tests set forth in Section 12.4. Such contribution shall be
               allocated on behalf of the Non-Highly Compensated Participant
               having the lowest Elective Deferrals until one of the tests set
               forth in Section 12.4 is satisfied (or is anticipated to be
               satisfied), or until such Non-Highly Compensated Participant has
               received the maximum "Annual Addition" pursuant to Section 4.4.
               This process shall continue until one of the tests set forth in
               Section 12.4 is satisfied (or is anticipated to be satisfied).
               The Employer shall designate, at the time the contribution is
               made, whether the contribution made pursuant to this provision
               shall be a Qualified Matching Contribution allocated to a
               Participant's Qualified Matching Contribution Account or an
               Employer Non-Elective Contribution allocated to a Participant's
               Non-Elective Account. However, for purposes of this contribution,
               Non-Highly Compensated Participants who are not employed at the
               end of the Plan Year (or at the end of the prior Plan Year if the
               Prior Year Testing method is being used) and, if this is a
               standardized Plan, who have not completed more than 500 Hours of
               Service (or three (3) consecutive calendar months if the Elapsed
               Time Method is selected in the Adoption Agreement) during such
               Plan Year, shall not be eligible to-share in the allocation and
               shall be disregarded.

               (h) Any Excess Aggregate Contributions (and "Income") which are
         distributed on or after 2 1/2 months after the end of the Plan Year
         shall be subject to the ten percent (10%) Employer excise tax imposed
         by Code Section 4979.

12.8     SAFE HARBOR PROVISIONS

               (a) The provisions of this Section will apply if the Employer has
         elected, in the Adoption Agreement, to use the "ADP Test Safe Harbor"
         or "ACP Test Safe Harbor." If the Employer has elected to use the "ADP
         Test Safe Harbor" for a Plan Year, then the provisions relating to the
         ADP test described in Section 12.4 and in Code Section 401(k)(3) do not
         apply for such Plan Year. In addition, if the Employer has also elected
         to use the "ACP Test Safe Harbor" for a Plan Year, then the provisions
         relating to the ACP test described in Section 12.6 and in Code Section
         401(m)(2) do not apply for such Plan Year. Furthermore, to the extent
         any other provision of the Plan is inconsistent with the provisions of
         this Section, the provisions of this Section will govern.



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               (b) For purposes of this Section, the following definitions
         apply:

               (1) "ACP Test Safe Harbor" means the method described in
               subsection (c) below for satisfying the ACP test of Code Section
               401(m)(2).

               (2) "ACP Test Safe Harbor Matching Contributions" means "Matching
               Contributions" described in subsection (d)(1).

               (3) "ADP Test Safe Harbor" means the method described in
               subsection (c) for satisfying the ADP test of Code Section
               401(k)(3).

               (4) "ADP Test Safe Harbor Contributions" means "Matching
               Contributions" and nonelective contributions described in
               subsection (c)(1) below.

               (5) "Compensation" means Compensation as defined in Section 1.11,
               except, for purposes of this Section, no dollar limit, other than
               the limit imposed by Code Section 401(a)(17), applies to the
               Compensation of a Non-Highly Compensated Employee. However,
               solely for purposes of determining the Compensation subject to a
               Participant's deferral election, the Employer may use an
               alternative definition to the one described in the preceding
               sentence, provided such alternative definition is a reasonable
               definition within the meaning of Regulation 1.414(s)-1(d)(2) and
               permits each Participant to elect sufficient Elective Deferrals
               to receive the maximum amount of "Matching Contributions"
               (determined using the definition of Compensation described in the
               preceding sentence) available to the Participant under the Plan.

               (6) "Eligible Participant" means a Participant who is eligible to
               make Elective Deferrals under the Plan for any part of the Plan
               Year (or who would be eligible to make Elective Deferrals but for
               a suspension due to a hardship distribution described in Section
               12.9 or to statutory limitations, such as Code Sections 402(g)
               and 415) and who is not excluded as an "Eligible Participant"
               under the 401(k) Safe Harbor elections in the Adoption Agreement.

               (7) "Matching Contributions" means contributions made by the
               Employer on account of an "Eligible Participant's" Elective
               Deferrals.

               (c) The provisions of this subsection apply for purposes of
         satisfying the "ADP Test Safe Harbor."

               (1) The "ADP Test Safe Harbor Contribution" is the contribution
               elected by the Employer in the Adoption Agreement to be used to
               satisfy the "ADP Test Safe Harbor." However, if no contribution
               is elected in the Adoption Agreement, the Employer will
               contribute to the Plan for the Plan Year a "Basic Matching
               Contribution" on behalf of each "Eligible Employee." The "Basic
               Matching Contribution" is equal to (i) one-hundred percent (100%)
               of the amount of an "Eligible Participant's" Elective Deferrals
               that do not exceed three percent (3%) of the Participant's
               "Compensation" for the Plan Year, plus (ii) fifty percent (50%)
               of the amount of the Participant's Elective Deferrals that exceed
               three percent (3%) of the Participant's "Compensation" but do not
               exceed five percent (5%) of the Participant's "Compensation."

               (2) Except as provided in subsection (e) below, for purposes of
               the Plan, a Basic Matching Contribution or an Enhanced Matching
               Contribution will be treated as a Qualified Matching Contribution
               and a Nonelective Safe Harbor Contribution will be treated as a
               Qualified Non-Elective Contribution. Accordingly, the "ADP Test
               Safe Harbor Contribution" will be fully Vested and subject to the
               distribution restrictions set forth in Section 12.2(c) (i.e., may
               generally not be distributed earlier than separation from
               service, death, disability, an event described in Section
               401(k)(1), or, in case of a profit sharing plan, the attainment
               of age 59 l/2.). In addition, such contributions must satisfy the
               "ADP Test Safe Harbor" without regard to permitted disparity
               under Code Section 401(1).

               (3) At least thirty (30) days, but not more than ninety (90)
               days, before the beginning of the Plan Year, the Employer will
               provide each "Eligible Participant" a comprehensive notice of the
               Participant's rights and obligations under the Plan, written in a
               manner calculated to be understood by the average Participant.
               However, if an Employee becomes eligible after the 90th day
               before the beginning of the Plan Year and does not receive the
               notice for that reason, the notice must be provided no more than
               ninety (90) days before the Employee becomes eligible but not
               later than the date the Employee becomes eligible.

               (4) In addition to any other election periods provided under the
               Plan, each "Eligible Participant" may make or modify a deferral
               election during the thirty (30) day period immediately following
               receipt of the notice described in subsection (3) above.
               Furthermore, if the "ADP Test Safe Harbor" is a "Matching
               Contribution" each "Eligible Employee" must be permitted to elect
               sufficient Elective Deferrals to receive the maximum amount of
               "Matching Contributions" available to the Participant under the
               Plan.

               (d) The provisions of this subsection apply if the Employer has
         elected to satisfy the "ACP Test Safe Harbor."



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               (1) In addition to the "ADP Test Safe Harbor Contributions," the
               Employer will make any "Matching Contributions" in accordance
               with elections made in the Adoption Agreement. Such additional
               "Matching Contributions" will be considered "ACP Test Safe Harbor
               Matching Contributions."

               (2) Notwithstanding any election in the Adoption Agreement to the
               contrary, an "Eligible Participant's" Elective Deferrals in
               excess of six percent (6%) of "Compensation" may not be taken
               into account in applying "ACP Test Safe Harbor Matching
               Contributions." In addition, effective with respect to Plan Years
               beginning after December 31, 1999, any portion of an "ACP Test
               Safe Harbor Matching Contribution" attributable to a
               discretionary "Matching Contribution" may not exceed four percent
               (4%) of an "Eligible Participant's" "Compensation."

               (e) The Plan is required to satisfy the ACP test of Code Section
         401(m)(2), using the current year testing method, if the Plan permits
         after-tax voluntary Employee contributions or if matching contributions
         that do not satisfy the "ACP Test Safe Harbor" may be made to the Plan.
         In such event, only "ADP Test Safe Harbor Contributions" or "ACP Test
         Safe Harbor Contributions" that exceed the amount needed to satisfy the
         "ADP Test Harbor" or "ACP Test Safe Harbor" (if the Employer has
         elected to use the "ACP Test Safe Harbor") may be treated as Qualified
         Nonelective Contributions or Qualified Matching Contributions in
         applying the ACP test. In addition, in applying the ACP test, elective
         contributions may not treated as matching contributions under Code
         Section 401(m)(3). Furthermore, in applying the ACP test, the Employer
         may elect to disregard with respect to all "Eligible Participants" (1)
         all "Matching Contributions" if the only "Matching Contributions" made
         to the Plan satisfy the "ADP Test Safe Harbor Contribution" (the "Basic
         Matching Contribution" or the "Enhanced Matching Contribution") and (2)
         if the "ACP Test Safe Harbor" is satisfied, "Matching Contributions"
         that do not exceed four percent (4%) of each Participant's
         "Compensation."

12.9       ADVANCE DISTRIBUTION FOR HARDSHIP

               (a) The Administrator, at the election of a Participant, shall
         direct the Trustee to distribute to the Participant in any one Plan
         Year up to the lesser of (1) 100% of the accounts as elected in the
         Adoption Agreement valued as of the last Valuation Date or (2) the
         amount necessary to satisfy the immediate and heavy financial need of
         the Participant. Any distribution made pursuant to this Section shall
         be deemed to be made as of the first day of the Plan Year or, if later,
         the Valuation Date immediately preceding the date of distribution, and
         the account from which the distribution is made shall be reduced
         accordingly. Withdrawal under this Section shall be authorized only if
         the distribution is for one of the following or any other item
         permitted under Regulation 1.401(k)-1(d)(2)(iv):

               (1) Medical expenses described in Code Section 213(d) incurred by
               the Participant, the Participant's spouse, or any of the
               Participant's dependents (as defined in Code Section 152) or
               necessary for these persons to obtain medical care as described
               in Code Section 213(d);

               (2) Costs directly related to the purchase (excluding mortgage
               payments) of a principal residence for the Participant;

               (3) Payment of tuition and related educational fees, and room and
               board expenses, for the next twelve (12) months of post-secondary
               education for the Participant, the Participant's spouse,
               children, or dependents (as defined in Code Section 152); or

               (4) Payments necessary to prevent the eviction of the Participant
               from the Participant's principal residence or foreclosure on the
               mortgage on that residence.

               (b) No distribution shall be made pursuant to this Section unless
         the Administrator, based upon the Participant's representation and such
         other facts as are known to the Administrator, determines that all of
         the following conditions are satisfied:

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

               (2) The Participant has obtained all distributions, other than
               hardship distributions, and all nontaxable loans currently
               available under all plans maintained by the Employer (to the
               extent the loan would not increase the hardship);

               (3) The Plan, and all other plans maintained by the Employer,
               provide that the Participant's elective deferrals and
               nondeductible voluntary Employee contributions will be suspended
               for at least twelve (12) months after receipt of the hardship
               distribution; and

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



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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

               (c) Notwithstanding the above, distributions from the
         Participant's Elective Deferral Account, Qualified Matching
         Contribution Account and Qualified Non-Elective Account pursuant to
         this Section shall be limited solely to the Participant's Elective
         Deferrals and any income attributable thereto credited to the
         Participant's Elective Deferral Account as of December 31, 1988.
         Furthermore, if a hardship distribution is permitted from more than one
         account type, the Administrator may determine any ordering of a
         Participant's hardship distribution from such accounts.

               (d) Any distribution made pursuant to this Section shall be made
         in a manner which is consistent with and satisfies the provisions of
         Section 6.5, including, but not limited to, all notice and consent
         requirements of Code Sections 411(a)(11) and 417 and the Regulations
         thereunder.

                                  ARTICLE XIII
                            SIMPLE 401(K) PROVISIONS

13.1     SIMPLE 401(K) PROVISIONS

               (a) If elected in the Adoption Agreement, this Plan is intended
         to be a SIMPLE 401(k) plan which satisfies the requirements of Code
         Sections 401(k)(11) and 401(m)(10).

               (b) The provisions of this Article apply for a "year" only if the
         following conditions are met:

               (1) The Employer adopting this Plan is an "eligible employer." An
               "eligible employer" means, with respect to any "year," an
               Employer that had no more than 100 Employees who received at
               least $5,000 of "compensation" from the Employer for the
               preceding "year." In applying the preceding sentence, all
               employees of an Affiliated Employer are taken into account.

               An "eligible employer" that has elected to use the SIMPLE 401(k)
               provisions but fails to be an "eligible employer" for any
               subsequent "year," is treated as an "eligible employer" for the
               two (2) "years" following the last "year" the Employer was an
               "eligible employer." If the failure is due to any acquisition,
               disposition, or similar transaction involving an "eligible
               employer," the preceding sentence applies only if the provisions
               of Code Section 410(b)(6)(C)(i) are satisfied.

               (2) No contributions are made, or benefits accrued for services
               during the "year," on behalf of any "eligible employee" under any
               other plan, contract, pension, or trust described in Code Section
               219(g)(5)(A) or (B), maintained by the Employer.

               (c) To the extent that any other provision of the Plan is
         inconsistent with the provisions of this Article, the provisions of
         this Article govern.

13.2     DEFINITIONS

               (a) "Compensation" means for purposes of this Article, the sum of
         the wages, tips, and other compensation from the Employer subject to
         federal income tax withholding (as described in Code Section
         6051(a)(3)) and the Employee's salary reduction contributions made
         under this or any other 401(k) plan, and, if applicable, elective
         deferrals under a Code Section 408(p) SIMPLE plan, a SARSEP, or a Code
         Section 403(b) annuity contract and compensation deferred under a Code
         Section 457 plan, required to be reported by the Employer on Form W-2
         (as described in Code Section 6051(a)(8)). For self-employed
         individuals, "compensation" means net earnings from self-employment
         determined under Code Section 1402(a) prior to subtracting any
         contributions made under this Plan on behalf of the individual. The
         provisions of the plan implementing the limit on Compensation under
         Code Section 401(a)(17) apply to the "compensation" under this Article.

               (b) "Eligible employee" means, for purposes of this Article, any
         Participant who is entitled to make elective deferrals described in
         Code Section 402(g) under the terms of the Plan.

               (c) "Year" means the calendar year.

13.3     CONTRIBUTIONS

               (a) Salary Reduction Contributions

               (1) Each "eligible employee" may make a salary reduction election
               to have "compensation" reduced for the "year" in any amount
               selected by the Employee subject to the limitation in subsection
               (c) below. The Employer will make a salary reduction contribution
               to the Plan, as an Elective Deferral, in the amount by which the
               Employee's "compensation" has been reduced.



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                                             DEFINED CONTRIBUTION PROTOTYPE PLAN

               (2) The total salary reduction contribution for the "year" cannot
               exceed $6,000 for any Employee. To the extent permitted by law,
               this amount will be adjusted to reflect any annual cost-of-living
               increases announced by the IRS.

               (b) Other Contributions

               (1) Matching Contributions. Unless (2) below is elected, each
               "year" the Employer will make a matching contribution to the Plan
               on behalf of each Employee who makes a salary reduction election
               under Section 13.3(a). The amount of the matching contribution
               will be equal to the Employee's salary reduction contribution up
               to a limit of three percent (3%) of the Employee's "compensation"
               for the full "year."

               (2) Nonelective Contributions. For any "year," instead of a
               matching contribution, the Employer may elect to contribute a
               nonelective contribution of two percent (2%) of "compensation"
               for the "year" for each "eligible employee" who received at least
               $5,000 of "compensation" from the Employer for the "year."

               (c) Limitation on Other Contributions

               No Employer or Employee contributions may be made to this Plan
               for the "year" other than salary reduction contributions
               described in Section 13.3(a), matching or nonelective
               contributions described in Section 13.3(b) and rollover
               contributions described in Regulation Section 1.402(c)-2,
               Q&A-1(a). Furthermore, the provisions of Section 4.4 which
               implement the limitations of Code Section 415 apply to
               contributions made pursuant to this Section.

13.4     ELECTION AND NOTICE REQUIREMENTS

               (a) Election Period

               (1) In addition to any other election periods provided under the
               Plan, each "eligible employee" may make or modify a salary
               reduction election during the 60-day period immediately preceding
               each January 1st.

               (2) For the "year" an Employee becomes eligible to make salary
               reduction contributions under this Article, the 60-day election
               period requirement of subsection (a)(1) is deemed satisfied if
               the Employee may make or modify a salary reduction election
               during a 60-day period that includes either the date the Employee
               becomes eligible or the day before.

               (3) Each "eligible employee" may terminate a salary reduction
               election at any time during the "year."

               (b) Notice Requirements

               (1) The Employer will notify each "eligible employee" prior to
               the 60-day election period described in Section 13.4(a) that a
               salary reduction election or a modification to a prior election
               may be made during that period.

               (2) The notification described in (1) above will indicate whether
               the Employer will provide a matching contribution described in
               Section 13.3(b)(1) or a two percent (2%) nonelective contribution
               described in section 13.3(b)(2).

13.5     VESTING REQUIREMENTS.

               All benefits attributable to contributions made pursuant to this
Article are nonforfeitable at all times, and all previous contributions made
under the Plan are nonforfeitable as of the beginning of the Plan Year that the
401(k) SIMPLE provisions apply.

13.6     TOP-HEAVY RULES

               The Plan is not treated as a top heavy plan under Code Section
416 for any year for which the provisions of this Article are effective and
satisfied.

13.7     NONDISCRIMINATION TESTS

               The Plan is treated as meeting the requirements of Code Sections
401(k)(3)(A)(ii) and 401(m)(2) for any "year" for which the provisions of this
Article are effective and satisfied. Accordingly, Sections 12.4, 12.5, 12.6 and
12.7 shall not apply to the Plan.


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