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                                                                         8/1/93









EXHIBIT 10(a)









                                         THE CORPORATEPLAN FOR RETIREMENT

                                          THE PROFIT SHARING/401(K) PLAN

                                        FIDELITY BASIC PLAN DOCUMENT NO. 07

































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                                         THE CORPORATE PLAN FOR RETIREMENT
                                            PROFIT SHARING/401(K) PLAN


ARTICLE 1
    ADOPTION AGREEMENT

ARTICLE 2
    DEFINITIONS

    2.01 - Definitions

ARTICLE 3
    PARTICIPATION

    3.01 - Date of Participation
    3.02 - Resumption of Participation Following Reemployment
    3.03 - Cessation or Resumption of Participation Following a Change in Status
    3.04 - Participation by Owner-Employee; Controlled Businesses
    3.05 - Omission of Eligible Employee

ARTICLE 4
    CONTRIBUTIONS

    4.01 - Deferral Contributions
    4.02 - Additional Limit on Deferral Contributions
    4.03 - Matching Contributions
    4.04 - Limit on Matching Contributions and Employee Contributions 4.05 -
    Special Rules 4.06 - Fixed/Discretionary Employer Contributions 4.07 - Time
    of Making Employer Contributions 4.08 - Return of Employer Contributions
    4.09 - Employee Contributions 4.10 - Rollover Contributions 4.11 -
    Deductible Voluntary Employee Contributions 4.12 - Additional Rules for
    Paired Plans

ARTICLE 5
    PARTICIPANTS' ACCOUNTS

    5.01 - Individual Accounts
    5.02 - Valuation of Accounts
    5.03 - Code Section 415 Limitations

ARTICLE 6
    INVESTMENT OF CONTRIBUTIONS

    6.01 - Manner of Investment
    6.02 - Investment Decisions
    6.03 - Participant Directions to Trustee



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ARTICLE 7
    RIGHT TO BENEFITS

    7.01 - Normal or Early Retirement 
    7.02 - Late Retirement 
    7.03 - Disability Retirement 
    7.04 - Death 
    7.05 - Other Termination of Employment 
    7.06 - Separate Account 
    7.07 - Forfeitures 
    7.08 - Adjustment for Investment Experience 
    7.09 - Participant Loans 
    7.10 - In-Service Withdrawals
    7.11 - Prior Plan In-Service Distribution Rules

ARTICLE 8
    DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE

    8.01 - Distribution of Benefits to Participants and Beneficiaries 
    8.02 - Annuity Distributions 
    8.03 - Joint and Survivor Annuities/Preretirement Survivor Annuities 
    8.04 - Installment Distributions 
    8.05 - Immediate Distributions 
    8.06 - Determination of Method of Distribution 
    8.07 - Notice to Trustee 
    8.08 - Time of Distribution 
    8.09 - Whereabouts of Participants and Beneficiaries

ARTICLE 9
    TOP-HEAVY PROVISIONS

    9.01 - Application
    9.02 - Definitions
    9.03 - Minimum Contribution
    9.04 - Adjustment to the Limitation on Contributions and Benefits 
    9.05 - Minimum Vesting

ARTICLE 10
    AMENDMENT AND TERMINATION

    10.01 - Amendment by Employer
    10.02 - Amendment by Prototype Sponsor
    10.03 - Amendments Affecting Vested and/or Accrued Benefits 
    10.04 - Retroactive Amendments 
    10.05 - Termination 
    10.06 - Distribution Upon Termination of the Plan 
    10.07 - Merger or Consolidation of Plan; Transfer of Plan Assets

ARTICLE 11
    AMENDMENT AND CONTINUATION OF PREDECESSOR PLAN; TRANSFER OF FUNDS
      TO OR FROM OTHER QUALIFIED PLANS

    11.01 - Amendment and Continuation of Predecessor Plan
    11.02 - Transfer of Funds from an Existing Plan
    11.03 - Acceptance of Assets by Trustee


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    11.04 - Transfer of Assets from Trust

ARTICLE 12
    MISCELLANEOUS

    12.01 - Communication to Participants
    12.02 - Limitation of Rights
    12.03 - Nonalienability of Benefits and Qualified Domestic Relations Orders
    12.04 - Facility of Payment
    12.05 - Information Between Employer and Trustee
    12.06 - Effect of Failure to Qualify Under Code
    12.07 - Notices
    12.08 - Governing Law

ARTICLE 13
    PLAN ADMINISTRATION

    13.01 - Powers and Responsibilities of the Administrator
    13.02 - Nondiscriminatory Exercise of Authority
    13.03 - Claims and Review Procedures
    13.04 - Named Fiduciary
    13.05 - Costs of Administration

ARTICLE 14
    TRUST AGREEMENT

    14.01 - Acceptance of Trust Responsibilities 
    14.02 - Establishment of Trust Fund 
    14.03 - Exclusive Benefit 
    14.04 - Powers of Trustee 
    14.05 - Accounts
    14.06 - Approving of Accounts 
    14.07 - Distribution from Trust Fund 
    14.08 - Transfer of Amounts from Qualified Plan 
    14.09 - Transfer of Assets from Trust 
    14.10 - Separate Trust or Fund for Existing Plan Assets 
    14.11 - Voting; Delivery of Information 
    14.12 - Compensation and Expenses of Trustee
    14.13 - Reliance by Trustee on other Persons 
    14.14 - Indemnification by  Employer 
    14.15 - Consultation by Trustee with Counsel 
    14.16 - Persons Dealing with the Trustee 
    14.17 - Resignation or Removal of Trustee 
    14.18 - Fiscal Year of the Trust 
    14.19 - Discharge of Duties by Fiduciaries 
    14.20 - Amendment 
    14.21 - Plan Termination 
    14.22 - Permitted Reversion of Funds to Employer 
    14.23 - Governing Law



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ARTICLE 1. ADOPTION AGREEMENT.

ARTICLE 2. DEFINITIONS.

2.01. DEFINITIONS.

     (a) Wherever used herein, the following terms have the meanings set forth
     below, unless a different meaning is clearly required by the context:

          (1) "Account" means an account established on the books of the Trust
          for the purpose of recording contributions made on behalf of a
          Participant and any income, expenses, gains or losses incurred
          thereon.

          (2) "Administrator" means the Employer adopting this Plan, or other
          person designated by the Employer in Section 1.01(c).

          (3) "Adoption Agreement" means Article 1, under which the Employer
          establishes and adopts, or amends, the Plan and Trust and designates
          the optional provisions selected by the Employer, and the Trustee
          accepts its responsibilities under Article 14. The provisions of the
          Adoption Agreement shall be an integral part of the Plan.

          (4) "Annuity Starting Date" means the first day of the first period
          for which an amount is payable as an annuity or in any other form.

          (5) "Beneficiary" means the person or persons entitled under Section
          7.04 to receive benefits under the Plan upon the death of a
          Participant, provided that for purposes of Section 7.04 such term
          shall be applied in accordance with Section 401(a)(9) of the Code and
          the regulations thereunder.

          (6) "Code" means the Internal Revenue Code of 1986, as amended from
          time to time.

          (7) "Compensation" shall mean

               (A) for purposes of Article 4 (Contributions), compensation as
               defined in Section 5.03(e)(2) excluding any items elected by the
               Employer in Section 1.04(a), reimbursements or other expense
               allowances, fringe benefits (cash and non-cash), moving expenses,
               deferred compensation and welfare benefits, but including amounts
               that are not includable in the gross income of the Participant
               under a salary reduction agreement by reason of the application
               of Sections 125, 402(a)(8), 402(h), or 403(b) of the Code; and

               (B) for purposes of Section 2.01(a)(16) (Highly Compensated
               Employees), Section 5.03 (Code Section 415 Limitations), and
               Section 9.03 (Top-Heavy Plan Minimum Contribution), compensation
               as defined in Section 5.03(e)(2).

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               Compensation shall generally be based on the amount actually paid
          to the Participant during the Plan Year or, for purposes of Article 4
          if so elected by the Employer in Section 1.04(b), during that portion
          of the Plan Year during which the Employee is eligible to participate.
          Notwithstanding the preceding sentence, compensation for purposes of
          Section 5.03 (Code Section 415 Limitations) shall be based on the
          amount actually paid or made available to the Participant during the
          Limitation Year. Compensation for the initial Plan Year for a new plan
          shall be based upon eligible Participant Compensation, subject to
          Section 1.04(b), from the Effective Date listed in Section 1.01(g)(1)
          through the end of the first Plan Year.

               In the case of any Self-Employed Individual, Compensation shall
          mean the Individual's Earned Income.

               For years beginning after December 31, 1988, the annual
          Compensation of each Participant taken into account for determining
          all benefits provided under the plan for any determination period
          shall not exceed $200,000. This limitation shall be adjusted by the
          Secretary at the same time and in the same manner as under Section
          415(d) of the Code, except that the dollar increase in effect on
          January 1 of any calendar year is effective for years beginning in
          such calendar year and the first adjustment to the $200,000 limitation
          is effected on January 1, 1990. If a plan determines Compensation on a
          period of time that contains fewer than 12 calendar months, then the
          annual Compensation limit is the amount equal to the annual
          Compensation limit for the calendar year in which the Compensation
          period begins multiplied by the ratio obtained by dividing the number
          of full months in the period by 12.

               If Compensation for any prior determination period is taken into
          account in determining an Employee's allocations or benefits for the
          current determination period, the Compensation for such prior year is
          subject to the applicable annual compensation limit in effect for that
          prior year. For this purpose, for years beginning before January 1,
          1990, the applicable annual compensation limit is $200,000.

               In determining the Compensation of a Participant for purposes of
          this limitation, the rules of Section 414(q)(6) of the Code shall
          apply, except that in applying such rules, the term "family" shall
          include only the spouse of the Participant and any lineal descendants
          of the Participant who have not attained age 19 before the close of
          the year. If the $200,000 limitation is exceeded as a result of the
          application of these rules, then the limitation shall be prorated
          among the affected individuals in proportion to each such individual's
          Compensation as determined under this Section prior to the application
          of this limitation.



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          (8) "Earned Income" means the net earnings of a Self-Employed
          Individual derived from the trade or business with respect to which
          the Plan is established and for which the personal services of such
          individual are a material income-providing factor, excluding any items
          not included in gross income and the deductions allocated to such
          items, except that for taxable years beginning after December 31, 1989
          net earnings shall be determined with regard to the deduction allowed
          under Section 164(f) of the Code, to the extent applicable to the
          Employer. Net earnings shall be reduced by contributions of the
          Employer to any qualified plan, to the extent a deduction is allowed
          to the Employer for such contributions under Section 404 of the Code.

          (9) "Eligibility Computation Period" means each 12-consecutive month
          period beginning with the Employment Commencement Date and each
          anniversary thereof or, in the case of an Employee who, before
          completing the eligibility requirements set forth in Section
          1.03(a)(1), incurs a break in service for participation purposes and
          thereafter returns to the employ of the Employer or Related Employer,
          each 12-consecutive month period beginning with the first day of
          reemployment and each anniversary thereof.

          A "break in service for participation purposes" shall mean an
          Eligibility Computation Period during which the participant does not
          complete more than 500 Hours of Service with the Employer.

          (10) "Employee" means any employee of the Employer, any Self-Employed
          Individual or Owner-Employee. The Employer must specify in Section
          1.03(a)(3) any Employee or class of Employees not eligible to
          participate in the Plan. If the Employer elects to exclude collective
          bargaining employees, the exclusion applies to any employee of the
          Employer included in a unit of employees covered by an agreement which
          the Secretary of Labor finds to be a collective bargaining agreement
          between employee representatives and one or more employers unless the
          collective bargaining agreement requires the employee to be included
          within the Plan. The term "employee representatives" does not include
          any organization more than half the members of which are owners,
          officers, or executives of the Employer.

               For purposes of the Plan, an individual shall be considered to
          become an Employee on the date on which he first completes an Hour of
          Service and he shall be considered to have ceased to be an Employee on
          the date on which he last completes an Hour of Service. The term also
          includes a Leased Employee, such that contributions or benefits
          provided by the leasing organization which are attributable to
          services performed for the Employer shall be treated as provided by
          the Employer. Notwithstanding the above, a Leased Employee shall not
          be considered an Employee if Leased Employees do not constitute more
          than 20 percent of the Employer's non-highly compensated work-force
          (taking into account all Related Employers) and the Leased Employee is
          covered by a money purchase pension plan maintained by the 


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          leasing organization and providing (A) a nonintegrated employer
          contribution rate of at least 10 percent of compensation, as defined
          for purposes of Section 415(c)(3) of the Code, but including amounts
          contributed pursuant to a salary reduction agreement which are
          excludable from gross income under Section 125, Section 402(a)(8),
          Section 402(h) or Section 403(b) of the Code, (B) full and immediate
          vesting, and (C) immediate participation by each employee of the
          leasing organization.

          (11) "Employer" means the employer named in Section 1.02(a) and any
          Related Employers required by this Section 2.01(a)(11). If Article 1
          of the Employer's Plan is the Standardized Adoption Agreement, the
          term "Employer" includes all Related Employers. If Article 1 of the
          Employer's Plan is the Non-standardized Adoption Agreement, the term
          "Employer" includes those Related Employers designated in Section
          1.02(b).

          (12) "Employment Commencement Date" means the date on which the
          Employee first performs an Hour of Service.

          (13) "ERISA" means the Employee Retirement Income Security Act of
          1974, as from time to time amended.

          (14) "Fidelity Fund" means any Registered Investment Company or
          Managed Income Portfolio of the Fidelity Group Trust for Employee
          Benefit Plans which is made available to plans utilizing the
          CORPORATEplan for Retirement.

          (15) "Fund Share" means the share, unit, or other evidence of
          ownership in a Fidelity Fund.

          (16) "Highly Compensated Employee" means both highly compensated
          active Employees and highly compensated former Employees.

               A highly compensated active Employee includes any Employee who
          performs service for the Employer during the determination year and
          who, during the "look-back year," (A) received compensation from the
          Employer in excess of $75,000 (as adjusted pursuant to Section 415(d)
          of the Code), (B) received compensation from the Employer in excess of
          $50,000 (as adjusted pursuant to Section 415(d) of the Code) and was a
          member of the top-paid group for such year, or (C) was an officer of
          the Employer and received compensation during such year that is
          greater than 50 percent of the dollar limitation in effect under
          Section 415(b)(1)(A) of the Code. The term "Highly Compensated
          Employee" also includes (i) Employees who are both described in the
          preceding sentence if the term "determination year" is substituted for
          the term "look-back year" and the Employee is one of the 100 Employees
          who received the most compensation from the Employer during the
          determination year, and (ii) Employees who are 5-percent owners at any
          time during the look-back year or determination year.



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

               For this purpose, the determination year shall be the Plan Year.
          The look-back year shall be the twelve-month period immediately
          preceding the determination year. The Employer may elect to make the
          look-back year calculation for a determination on the basis of the
          calendar year ending with or within the applicable determination year,
          as prescribed by Section 414(q) of the Code and the regulations issued
          thereunder.

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

               If an Employee is, during a determination year or look-back year,
          a family member of either a 5-percent owner who is an active or former
          Employee or a highly compensated Employee who is one of the 10 most
          highly compensated Employees ranked on the basis of compensation paid
          by the Employer during such year, then the family member and the
          5-percent owner or top-ten highly compensated Employee shall be
          aggregated. In such case, the family member and 5-percent owner or
          top-ten highly compensated Employee shall be treated as a single
          Employee receiving compensation and plan contributions or benefits
          equal to the sum of such compensation and contributions or benefits of
          the family member and 5-percent owner or top-ten highly compensated
          Employee. For purposes of this Section, family member includes the
          spouse, lineal ascendants and descendants of the Employee or former
          Employee and the spouses of such lineal ascendants and descendants.

               The determination of who is a highly compensated Employee,
          including the determinations of the number and identity of Employees
          in the top-paid group, the top 100 Employees, the number of Employees
          treated as officers, and the compensation that is considered, will be
          made in accordance with Section 414(q) of the Code and the regulations
          thereunder.

          (17) "Hour of Service" means, with respect to any Employee,

               (A) Each hour for which the Employee is directly or indirectly
               paid, or entitled to payment, for the performance of duties for
               the Employer or a Related Employer, each such hour to be credited
               to the Employee for the Eligibility Computation Period in which
               the duties were performed;



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               (B) Each hour for which the Employee is directly or indirectly
               paid, or entitled to payment, by the Employer or Related Employer
               (including payments made or due from a trust fund or insurer to
               which the Employer contributes or pays premiums) on account of a
               period of time during which no duties are performed (irrespective
               of whether the employment relationship has terminated) due to
               vacation, holiday, illness, incapacity, disability, layoff, jury
               duty, military duty, or leave of absence, each such hour to be
               credited to the Employee for the Eligibility Computation Period
               in which such period of time occurs, subject to the following
               rules:

                    (i) No more than 501 Hours of Service shall be credited
                    under this paragraph (B) on account of any single
                    contin-uous period during which the Employee performs no
                    duties;

                    (ii) Hours of Service shall not be credited under this
                    paragraph (B) for a payment which solely reimburses the
                    Employee for medically-related expenses, or which is made or
                    due under a plan maintained solely for the purpose of
                    complying with applicable workmen's compensation,
                    unemployment compensation or disability insurance laws; and

                    (iii) If the period during which the Employee performs no
                    duties falls within two or more Eligibility Computation
                    Periods and if the payment made on account of such period is
                    not calculated on the basis of units of time, the Hours of
                    Service credited with respect to such period shall be
                    allocated between not more than the first two such
                    Eligibility Computation Periods on any reasonable basis
                    consistently applied with respect to similarly situated
                    Employees; and

               (C) Each hour not counted under paragraph (A) or (B) for which
               back pay, irrespective of mitigation of damages, has been either
               awarded or agreed to be paid by the Employer or a Related
               Employer, shall be credited to the Employee for the Eligibility
               Computation Period to which the award or agreement pertains
               rather than the Eligibility Computation Period in which the award
               agreement or payment is made.

                    For purposes of determining Hours of Service, Employees of
               the Employer and of all Related Employers will be treated as 
               employed by a single employer. For purposes of paragraphs (B) 
               and (C) above, Hours of Service will be calculated in accordance
               with the provisions of Section 2530.200b-2(b) of the Department
               of Labor regulations, which are incorporated herein by reference.

                    Solely for purposes of determining whether a break in 
               service for participation purposes has occurred in a computation
               period, an individual who is absent from work for maternity or 
               paternity reasons shall receive credit for 



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               the hours of service which would otherwise have been credited
               to such individual but for such absence, or in any case in which
               such hours cannot be determined, 8 hours of service per day of 
               such absence. For purposes of this paragraph, an absence from 
               work for maternity or paternity reasons means an absence (i) by
               reason of the pregnancy of the individual, (ii) by reason of a 
               birth of a child of the individual, (iii) by reason of the 
               placement of a child with the individual in connection with the
               adoption of such child by such individual, or (iv) for purposes
               of caring for such child for a period beginning immediately 
               following such birth or placement. The hours of service credited
               under this paragraph shall be credited (a) in the computation 
               period in which the absence begins if the crediting is necessary
               to prevent a break in service in that period, or (b) in all 
               other cases, in the following computation period.

          (18) "Leased Employee" means any individual who provides services to
          the Employer or a Related Employer (the "recipient") but is not
          otherwise an employee of the recipient if (A) such services are
          provided pursuant to an agreement between the recipient and any other
          person (the "leasing organization"), (B) such individual has performed
          services for the recipient (or for the recipient and any related
          persons within the meaning of Section 414(n)(6) of the Code) on a
          substantially full-time basis for at least one year, and (C) such
          services are of a type historically performed by employees in the
          business field of the recipient.

          (19) "Normal Retirement Age" means the normal retirement age specified
          in Section 1.06(a) of the Adoption Agreement. If the Employer enforces
          a mandatory retirement age, the Normal Retirement Age is the lesser of
          that mandatory age or the age specified in Section 1.06(a).

          (20) "Owner-Employee" means, if the Employer is a sole proprietorship,
          the individual who is the sole proprietor, or if the Employer is a
          partnership, a partner who owns more than 10 percent of either the
          capital interest or the profits interest of the partnership.

          (21) "Participant" means any Employee who participates in the Plan in
          accordance with Article 3 hereof.

          (22) "Plan" means the plan established by the Employer in the form of
          the prototype plan, as set forth herein as a new plan or as an
          amendment to an existing plan, by executing the Adoption Agreement,
          together with any and all amendments hereto.

          (23) "Plan Year" means the 12-consecutive-month period ending on the
          date designated by the Employer in Section 1.01(f).

          (24) "Prototype Sponsor" means Fidelity Management and Research
          Company or its successor.


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          (25) "Registered Investment Company" means any one or more
          corporations, partnerships or trusts registered under the Investment
          Company Act of 1940 for which Fidelity Management and Research Company
          serves as investment advisor.

          (26) "Related Employer" means any employer other than the Employer
          named in Section 1.02(a) if the Employer and such other employer are
          members of a controlled group of corporations (as defined in Section
          414(b) of the Code) or an affiliated service group (as defined in
          Section 414(m)), or are trades or businesses (whether or not
          incorporated) which are under common control (as defined in Section
          414(c)), or such other employer is required to be aggregated with the
          Employer pursuant to regulations issued under Section 414(o).

          (27) "Self-Employed Individual" means an individual who has Earned
          Income for the taxable year from the Employer or who would have had
          Earned Income but for the fact that the trade or business had no net
          profits for the taxable year.

          (28) "Trust" means the trust created by the Employer in accordance
          with the provisions of Section 14.01.

          (29) "Trust Agreement" means the agreement between the Employer and
          the Trustee, as set forth in Article 14, under which the assets of the
          Plan are held, administered, and managed.

          (30) "Trust Fund" means the property held in Trust by the Trustee for
          the Accounts of the Participants and their Beneficiaries.

          (31) "Trustee" means the Fidelity Management Trust Company, or its
          successor.

          (32) "Year of Service for Participation" means, with respect to any
          Employee, an Eligibility Computation Period during which the Employee
          has been credited with at least 1,000 Hours of Service. If the Plan
          maintained by the Employer is the plan of a predecessor employer, an
          Employee's Years of Service for Participation shall include years of
          service with such predecessor employer. In any case in which the Plan
          maintained by the Employer is not the plan maintained by a predecessor
          employer, service for such predecessor shall be treated as service for
          the Employer, to the extent provided in Section 1.08.

          (33) "Years of Service for Vesting" means, with respect to any
          Employee, the number of whole years of his periods of service with the
          Employer or a Related Employer (the elapsed time method to compute
          vesting service), subject to any exclusions elected by the Employer in
          Section 1.07(b). An Employee will receive credit for the aggregate of
          all time period(s) commencing with the Employee's Employment
          Commencement Date and ending on the date a break in service begins,
          unless any such years are excluded by Section 1.07(b). An Employee
          will also receive credit for any period of 



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          severance of less than 12 consecutive months. Fractional periods of a
          year will be expressed in terms of days.

             In the case of a Participant who has 5 consecutive 1-year breaks
          in service, all years of service after such breaks in service will be
          disregarded for the purpose of vesting the Employer-derived account
          balance that accrued before such breaks, but both pre-break and
          post-break service will count for the purposes of vesting the
          Employer-derived account balance that accrues after such breaks. Both
          accounts will share in the earnings and losses of the fund.

             In the case of a Participant who does not have 5 consecutive
          1-year breaks in service, both the pre-break and post-break service
          will count in vesting both the pre-break and post-break
          employer-derived account balance.

             A break in service is a period of severance of at least 12
          consecutive months. Period of severance is a continuous period of time
          during which the Employee is not employed by the Employer. Such period
          begins on the date the Employee retires, quits or is discharged, or if
          earlier, the 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 12-consecutive month period beginning on 
          the first anniversary of the first date of such absence shall not 
          constitute a break in service. 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.

             If the Plan maintained by the Employer is the plan of a predecessor
          employer, an Employee's Years of Service for Vesting shall include 
          years of service with such predecessor employer. In any case in which
          the Plan maintained by the Employer is not the plan maintained by a 
          predecessor employer, service for such predecessor shall be treated as
          service for the Employer to the extent provided in Section 1.08.

     (b) Pronouns used in the Plan are in the masculine gender but include the
     feminine gender unless the context clearly indicates otherwise.


ARTICLE 3. PARTICIPATION.

3.01. DATE OF PARTICIPATION. All Employees in the eligible class (as defined in
Section 1.03(a)(3)) who are in the service of the Employer on the Effective Date
will become Participants on the date elected by the Employer in Section 1.03(c).
Any other Employee will become a


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Participant in the Plan as of the first Entry Date on which he first satisfies
the eligibility requirements set forth in Section 1.03(a). In the event that an
Employee who is not a member of an eligible class (as defined in Section
1.03(a)(3)) becomes a member of an eligible class, the individual shall
participate immediately if such individual had already satisfied the eligibility
requirements and would have otherwise previously become a Participant.

If an eligibility requirement other than one Year of Service is elected in
1.03(a)(1), an Employee may not be required to complete a minimum number of
Hours of Service before becoming a Participant. An otherwise eligible Employee
subject to a minimum months of service requirement shall become a Participant on
the first Entry Date following his completion of the required number of
consecutive months of employment measured from his Employment Commencement Date
to the coinciding date in the applicable following month. For purposes of
determining consecutive months of service, the Related Employer and predecessor
employer rules contained in Sections 2.01(a)(17) and 2.01(a)(32) shall apply.

3.02. RESUMPTION OF PARTICIPATION FOLLOWING REEMPLOYMENT. If a Participant
ceases to be an Employee and thereafter returns to the employ of the Employer he
will be treated as follows:

     (a) he will again become a Participant on the first date on which he
     completes an Hour of Service for the Employer following his reemployment
     and is in the eligible class of Employees as defined in Section 1.03(a)(3),
     and

     (b) any distribution which he is receiving under the Plan will cease except
     as otherwise required under Section 8.08.

3.03. CESSATION OR RESUMPTION OF PARTICIPATION FOLLOWING A CHANGE IN STATUS. If
any Participant continues in the employ of the Employer or Related Employer but
ceases to be a member of an eligible class as defined in Section 1.03(a)(3), the
individual shall continue to be a Participant for most purposes until the entire
amount of his benefit is distributed; however, the individual shall not be
entitled to receive an allocation of contributions or forfeitures during the
period that he is not a member of the eligible class. Such Participant shall
continue to receive credit for service completed during the period for purposes
of determining his vested interest in his Accounts. In the event that the
individual subsequently again becomes a member of an eligible class of
Employees, the individual shall resume full participation immediately upon the
date of such change in status.

3.04. PARTICIPATION BY OWNER-EMPLOYEE; CONTROLLED BUSINESSES. If the Plan
provides contributions or benefits for one or more Owner-Employees who control
both the trade or business with respect to which the Plan is established and one
or more other trades or businesses, the Plan and any plan established with
respect to such other trades or businesses must, when looked at as a single
plan, satisfy Sections 401(a) and 401(d) of the Code with respect to the
employees of this and all such other trades or businesses. If the Plan provides
contributions or benefits for one or more Owner-Employees who control one or
more 


                                   10
<PAGE>

other trades or businesses, the Employees of each such other trade or business
must be included in a plan which satisfies Sections 401(a) and 401(d) of the
Code and which provides contributions and benefits not less favorable than
provided for Owner-Employees under the Plan.

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

     For purposes of this Section, an Owner-Employee, or two or more
Owner-Employees, shall be considered to control a trade or business if such
Owner-Employee, or such Owner-Employees together, (a) own the entire interest in
an unincorporated trade or business or (b) in the case of a partnership, own
more than 50 percent of either the capital interest or the profits interest in
such partnership. For this purpose, an Owner-Employee, or two or more
Owner-Employees, shall be treated as owning any interest in a partnership which
is owned, directly or indirectly, by a partnership controlled by such
Owner-Employee or such Owner-Employees.

3.05. OMISSION OF ELIGIBLE EMPLOYEE. If any Employee who should be included as a
Participant in the Plan is erroneously omitted and discovery of such omission is
not made until after a contribution by his Employer for the year has been made,
the Employer shall make a subsequent contribution, if necessary, so that the
omitted Employee receives the total amount which the said Employee would have
received had he not been omitted. For purposes of this Section 3.05, the term
"contribution" shall not include Deferral Contributions and Matching
Contributions made pursuant to Sections 4.01 and 4.03, respectively.


ARTICLE 4. CONTRIBUTIONS.

4.01. DEFERRAL CONTRIBUTIONS.

     (a) 4.01. If so provided by the Employer in Section 1.05(b), each
     Participant may elect to execute a salary reduction agreement with the
     Employer to reduce his Compensation by a specified percentage not exceeding
     15% per payroll period, subject to any exceptions elected by the Employer
     in Section 1.05(b)(2) and 1.05(b)(3) and equal to a whole number multiple
     of one (1) percent. Such agreement shall become effective on the first day
     of the first payroll period for which the Employer can reasonably process
     the request. The Employer shall make a Deferral Contribution on behalf of
     the Participant corresponding to the amount of said reduction, subject to
     the restrictions set forth below. Under no circumstances may a salary
     reduction agreement be adopted retroactively.


                                      11
<PAGE>

     (b) A Participant may elect to change or discontinue the percentage by
     which his Compensation is reduced by notice to the Employer as provided in
     Section 1.05(b)(1).

     (c) No Participant shall be permitted to have Deferral Contributions made
     under the Plan, or any other qualified plan maintained by the Employer,
     during the taxable year, in excess of the dollar limitation contained in
     Section 402(g) of the Code in effect at the beginning of such taxable year.

          A Participant may assign to the Plan any Excess Deferrals made during
     the taxable year of the Participant by notifying the Plan Administrator on
     or before March 15 following the taxable year of the amount of the Excess
     Deferrals to be assigned to the Plan. A Participant is deemed to notify the
     Administrator of any Excess Deferrals that arise by taking into account
     only those Deferral Contributions made to the Plan and any other plan of
     the Employer. Notwithstanding any other provision of the Plan, Excess
     Deferrals, plus any income and minus any loss allocable thereto, shall be
     distributed no later than April 15 to any Participant to whose Account
     Excess Deferrals were so assigned for the preceding year and who claims
     Excess Deferrals for such taxable year.

          "Excess Deferrals" shall mean those Deferral Contributions that are
     includable in a Participant's gross income under Section 402(g) of the Code
     to the extent such Participant's Deferral Contributions for a taxable year
     exceed the dollar limitation under such Code section. For purposes of
     determining Excess Deferrals, the term "Deferral Contributions" shall
     include the sum of all Employer Contributions made on behalf of such
     Participant pursuant to an election to defer under any qualified CODA as
     described in Section 401(k) of the Code, any simplified employee pension
     cash or deferred arrangement as described in Section 402(h)(1)(B) of the
     Code, any eligible deferred compensation plan under Section 457 of the
     Code, any plan as described under Section 501(c)(18) of the Code, and any
     Employer Contributions made on the behalf of a Participant for the purchase
     of an annuity contract under Section 403(b) of the Code pursuant to a
     salary reduction agreement. Deferral Contributions shall not include any
     deferrals properly distributed as excess annual additions. Excess Deferrals
     shall be treated as annual additions under the Plan, unless such amounts
     are distributed no later than the first April 15 following the close of the
     Participant's taxable year.

          Excess Deferrals shall be adjusted for any income or loss up to the
     date of distribution. The income or loss allocable to Excess Deferrals is
     (1) income or loss allocable to the Participant's Deferral Contributions
     Account for the taxable year multiplied by a fraction, the numerator of
     which is such Participant's Excess Deferrals for the year and the
     denominator is the Participant's Account balance attributable to Deferral
     Contributions without regard to any income or loss occurring during such
     taxable year, or (2) such other amount determined under any reasonable
     method, provided that such method is used consistently for all Participants



                                       12
<PAGE>

     in calculating the distributions required under this Section 4.01(c) and
     Sections 4.02(d) and 4.04(d) for the Plan Year, and is used by the Plan in
     allocating income or loss to Participants' Accounts. Income or loss
     allocable to the period between the end of the Plan Year and the date of
     distribution shall be disregarded in determining income or loss.

     (d) In order for the Plan to comply with the requirements of Sections
     401(k), 402(g) and 415 of the Code and the regulations promulgated
     thereunder, at any time in a Plan Year the Administrator may reduce the
     rate of Deferral Contributions to be made on behalf of any Participant, or
     class of Participants, for the remainder of that Plan Year, or the
     Administrator may require that all Deferral Contributions to be made on
     behalf of a Participant be discontinued for the remainder of that Plan
     Year. Upon the close of the Plan Year or such earlier date as the
     Administrator may determine, any reduction or discontinuance in Deferral
     Contributions shall automatically cease until the Administrator again
     determines that such a reduction or discontinuance of Deferral
     Contributions is required.

4.02. ADDITIONAL LIMIT ON DEFERRAL CONTRIBUTIONS.

     (a) The Actual Deferral Percentage (hereinafter "ADP") for Participants who
     are Highly Compensated Employees for each Plan Year and the ADP for
     participants who are Non-highly Compensated Employees for the same Plan
     Year must satisfy one of the following tests:

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

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

     (b) The following special rules apply for the purposes of this Section:

          (1) The ADP for any Participant who is a Highly Compensated Employee
          for the Plan Year and who is eligible to have Deferral Contributions
          (and Qualified Discretionary Contributions if treated as Deferral
          Contributions for purposes of the ADP test) allocated to his or her
          accounts under two or more arrangements described in Section 401(k) of
          the Code that are maintained by the Employer, shall be determined as
          if such Deferral Contributions (and, if applicable, such Qualified
          Discretionary Contributions) were made under a single arrangement. If
          a 


                                      13
<PAGE>

          Highly Compensated Employee participates in two or more cash or
          deferred arrangements that have different Plan Years, all cash or
          deferred arrangements ending with or within the same calendar year
          shall be treated as a single arrangement. Notwithstanding the
          foregoing, certain plans shall be treated as separate if mandatorily
          disaggregated under regulations under Section 401(k) of the Code.

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

          (3) For purposes of determining the ADP of a Participant who is a
          5-percent owner or one of the ten most highly-paid Highly Compensated
          Employees, the Deferral Contributions (and Qualified Discretionary
          Contributions if treated as Deferral Contributions for purposes of the
          ADP test) and Compensation of such Participant shall include the
          Deferral Contributions (and, if applicable, Qualified Discretionary
          Contributions) and Compensation for the Plan Year of Family Members
          (as defined in Section 414(q)(6) of the Code). Family Members, with
          respect to between the end of the Plan Year and the date of
          distribution shall be disregarded in determining income or loss.

          Excess Contributions shall be distributed from the Participant's
     Qualified Discretionary Contribution account only to the extent that such
     Excess Contributions exceed the balance in the Participant's Deferral
     Contributions account.


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

          (5) The Employer shall maintain records sufficient to demonstrate
          satisfaction of the ADP test and the amount of Qualified Discretionary
          Contributions used in such test.

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

     (c) The following definitions shall apply for purposes of this Section:

          (1) "Actual Deferral Percentage" shall mean, for a specified group of
          Participants for a Plan Year, the average of the ratios 



                                       14
<PAGE>

          (calculated separately for each Participant in such group) of (A) the
          amount of Employer contributions actually paid over to the Trust on
          behalf of such Participant for the Plan Year to (B) the Participant's
          Compensation for such Plan Year. Employer contributions on behalf of
          any Participant shall include (i) any Deferral Contributions made
          pursuant to the Participant's deferral election, including Excess
          Deferrals of Highly Compensated Employees, but excluding (a) Excess
          Deferrals of Non-highly Compensated Employees that arise solely from
          Deferral Contributions made under the Plan or plans of the Employer
          and (b) Deferral Contributions that are taken into account in the
          Contribution Percentage test (provided the ADP test is satisfied both
          with and without exclusion of these Deferral Contributions) and (ii)
          at the election of the Employer, Qualified Discretionary
          Contributions. Matching Contributions, whether or not non-forfeitable
          when made, shall not be considered as Employer Contributions for
          purposes of this paragraph. For purposes of computing Actual Deferral
          Percentages, an Employee who would be a Participant but for the
          failure to make Deferral Contributions shall be treated as a
          Participant on whose behalf no Deferral Contributions are made.

          (2) "Excess Contributions" shall mean, with respect to any Plan Year,
          the excess of

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

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

          (3) "Qualified Discretionary Contributions" shall mean contributions
          made by the Employer as elected in Section 1.05(b)(4) and allocated to
          Participant Accounts of Non-highly Compensated Employees that such
          Participants may not elect to receive in cash until distributed from
          the Plan, that are nonforfeitable when made, and that are
          distributable only in accordance with the distribution provisions that
          are applicable to Deferral Contributions. Participants shall not be
          required to satisfy any hours of service or employment requirement in
          order to receive an allocation of such contributions.

      (d) Notwithstanding any other provision of this Plan, Excess
      Contributions, plus any income and minus any loss allocable thereto, 
      shall be distributed no later than the last day of each Plan Year to
      Participants to whose Accounts such Excess Contributions were allocated
      for the preceding Plan Year. If such excess amounts are distributed more
      than 2 1/2 months after the last day of the Plan Year in which such excess
      amounts arose, a ten- (10-) percent excise tax will be imposed on the 
      Employer maintaining the Plan with respect to such amounts. Such



                                      15
<PAGE>

          distributions shall be made to Highly Compensated Employees on the
          basis of the respective portions of the Excess Contributions
          attributable to each of such employees. Excess Contributions of
          Participants who are subject to the family member aggregation rules of
          Section 414(q)(6) of the Code shall be allocated among the family
          members in proportion to the Deferral Contributions (and amounts
          treated as Deferral Contributions) of each family member that is
          combined to determine the combined ADP.

          Excess Contributions shall be treated as annual additions under the
          Plan.

          Excess Contributions shall be adjusted for any income or loss up to
          the date of distribution. The income or loss allocable to Excess
          Contributions is (1) income or loss allocable to the Participant's
          Deferral Contribution Account (and if applicable, the Qualified
          Discretionary Contribution Account) for the Plan Year multiplied by a
          fraction, the numerator of which is such Participant's Excess
          Contributions for the year and the denominator is the Participant's
          Account balance attributable to Deferral Contributions without regard
          to any income or loss occurring during such Plan Year, or (2) an
          amount determined under any reasonable method, provided that such
          method is used consistently for all Participants in calculating any
          distributions required under Section 4.02(d) and Sections 4.01(c) and
          4.04(d) for the Plan Year, and is used by the Plan in allocating
          income or loss to the Participants' Accounts. Income or loss allocable
          to the period between the end of the Plan Year and the date of
          distibution shall be disregarded in determining income or loss.

          Excess Contributions shall be distributed from the Participant's
          Qualified Discretionary Contribution Account only to the extent that
          such Excess Contributions exceed the balance in the Participant's
          Deferral Contributions Account.

4.03 MATCHING CONTRIBUTIONS: If so provided by the Employer in Section 1.05(c),
the Employer shall make a Matching Contribution on behalf of each Participant
who had Deferral Contributions made on his behalf during the year and who meets
the requirement, if any, of Section 1.05(c)(4). The amount of the Matching
Contribution shall be determined in accordance with Section 1.05(c), subject to
the limitations set forth in Section 4.04 and Section 404 of the Code. Matching
Contributions will not be allowed to be made by the Employer on any voluntary
non-deductible Employee Contributions.

4.04 LIMIT ON MATCHING CONTRIBUTIONS AND EMPLOYEE CONTRIBUTIONS:

          (a) The Average Contribution Percentage (hereinafter "ACP") for
          Participants who are Highly Compensated Employees for each Plan Year
          and the ACP for Participants who are Non-highly Compensated Employees
          for the same Plan Year must satisfy one of the following tests:




                                          16
<PAGE>

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

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

           (b) The following special rules apply for purposes of this section:

               (1) If one or more Highly Compensated Employees participate in 
               both a qualified cash or deferred arrangement described in 
               Section 401(k) of the Code (hereafter "CODA") and a plan subject
               to the ACP test maintained by the Employer and the sum of the 
               ADP and ACP of those Highly Compensated Employees subject to 
               either or both tests exceeds the Aggregate Limit, then the ACP 
               of those Highly Compensated Employees who also participate in a
               CODA will be reduced (beginning with such Highly Compensated 
               Employee whose ACP is the highest) so that the limit is not 
               exceeded. The amount by which each Highly Compensated Employee's
               Contribution Percentage Amounts is reduced shall be treated as 
               an Excess Aggregate Contribution. The ADP and ACP of the Highly
               Compensated Employees are determined after any corrections 
               required to meet the ADP and ACP tests. Multiple use does not
               occur if either the ADP or ACP of the Highly Compensated 
               Employees does not exceed 1.25 multiplied by the ADP and ACP of
               the Non-highly Compensated Employees.

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

               (3) In the event that this Plan satisfies the requirements of 
               Sections 401(m), 401(a)(4) or 410(b) of the Code only if 
               aggregated with one or more other plans, or if one or more other
               plans satisfy the requirements of such sections of the Code only 



                                            17
<PAGE>

               if aggregated with this Plan, then this section shall be applied
               by determining the Contribution Percentage of Employees as if all
               such plans were a single plan. For plan years beginning after 
               December 31, 1989, plans may be aggregated in order to satisfy 
               Section 401(m) of the Code only if they have the same Plan Year.

               (4) For purposes of determining the Contribution percentage of a
               Participant who is a five-percent owner or one of the ten most 
               highly-paid Highly Compensated Employees, the Contribution 
               Percentage Amounts and Compensation of such Participant shall 
               include the Contribution Percentage Amounts and Compensation for
               the Plan Year of family members (as defined in Section 414(q)(6)
               of the Code). Family members, with respect to Highly Compensated
               Employees, shall be disregarded as separate Employees in 
               determining the Contribution Percentage both for Participants who
               are Non-highly Compensated Employees and for Participants who are
               Highly Compensated Employees.

               (5) For purposes of determining the Contribution Percentage test,
               Employee Contributions made pursuant to Section 1.05(d)(1) are 
               considered to have been made in the Plan Year in which 
               contributed to the Trust. Matching Contributions and Qualified
               Discretionary Contributions will be considered made for a Plan 
               Year if made no later than the end of the twelve-month period 
               beginning on the day after the close of the Plan Year.

               (6) The Employer shall maintain records sufficient to demonstrate
               satisfaction of the ACP test and the amount of Qualified 
               Discretionary Contributions used in such test.

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

           (c) The following definitions shall apply for purposes of this 
           Section:

               (1) "Aggregate Limit" shall mean the greater of (A) or (B) where
               (A) is the sum of (i) 125 percent of the greater of the ADP of 
               the Non-highly Compensated Employees for the Plan Year or the ACP
               of Non-highly Compensated Employees under the Plan subject to 
               Section 401(m) of the Code for the Plan Year beginning with or 
               within the Plan Year of the CODA and (ii) the lesser of 200% or 
               two plus the lesser of such ADP or ACP and where (B) is the sum 
               of (i) 125 percent of the lesser of the ADP of the Non-highly 
               Compensated Employees for the Plan Year or the ACP of Non-highly 
               Compensated Employees under the Plan subject to Section 401(m) of
               the Code for the Plan Year beginning with or within the Plan Year
               of the CODA and (ii) the lesser of 200% or two plus the greater 
               of such ADP or ACP.


                                             18
<PAGE>

           (2) "Average Contribution Percentage" or "ACP" shall mean the average
           of the Contribution Percentages of the Eligible Participants in a
           group.

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

           (4) "Contribution Percentage Amounts" shall mean the sum of the
           Employee Contributions and Matching Contributions made under the plan
           on behalf of the Participant for the Plan Year. Such Contribution
           Percentage Amounts shall not include Matching Contributions that are
           forfeited either to correct Excess Aggregate Contributions or because
           the contributions to which they relate are Excess Deferrals, Excess
           Contributions or Excess Aggregate Contributions. If so elected by the
           Employer in Section 1.05(b)(4), the Employer may include Qualified
           Discretionary Contributions in the Contribution Percentage Amounts.
           The Employer also may elect to use Deferral Contributions in the
           Contribution Percentage Amounts so long as the ADP test is met before
           the Deferral Contributions are used in the ACP test and continues to
           be met following the exclusion of those Deferral Contributions that
           are used to meet the ACP test.

           (5) "Deferral Contribution" shall mean any contribution made at the
           election of the Participant pursuant to a salary reduction agreement
           in accordance with Section 4.01(a).

           (6) "Eligible Participant" shall mean any Employee who is eligible to
           make an Employee Contribution, or a Deferral Contribution (if the
           Employer takes such contributions into account in the calculation of
           the Contribution Percentage), or to receive a Matching Contribution.

           (7) "Employee Contribution" shall mean any voluntary non-deductible
           contribution made to the plan by or on behalf of a Participant that
           is included in the Participant's gross income in the year in which
           made and that is maintained in a separate Account to which earnings
           and losses are allocated.

           (8) "Matching Contribution" shall mean an Employer contribution made
           to this or any other defined contribution plan on behalf of a
           Participant on account of a Participant's Deferral Contribution.

          (9) "Excess Aggregate Contributions" shall mean, with respect to any
          Plan Year, the excess of

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


                                       19

<PAGE>

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

                    Such determination shall be made after first determining
               Excess Deferrals pursuant to Section 4.01 and then determining
               Excess Contributions pursuant to Section 4.02.

     (d) Notwithstanding any other provision of the Plan, Excess Aggregate
     Contributions, plus any income and minus any loss allocable thereto, shall
     be forfeited, if forfeitable, or if not forfeitable, distributed no later
     than the last day of each Plan Year to Participants to whose Accounts such
     Excess Aggregate Contributions were allocated for the preceding Plan Year.
     Excess Aggregate Contributions of Participants who are subject to the
     family member aggregation rules of Section 414(q)(6) of the Code shall be
     allocated among the family members in proportion to the Employee and
     Matching Contributions of each family member that is combined to determine
     the combined ACP. If such Excess Aggregate Contributions are distributed
     more than 2 1/2 months after the last day of the Plan Year in which such
     excess amounts arose, a ten (10) percent excise tax will be imposed on the
     employer maintaining the Plan with respect to those amounts. Excess
     Aggregate Contributions shall be treated as annual additions under the
     Plan.

          Excess Aggregate Contributions shall be adjusted for any income or
     loss up to the date of distribution. The income or loss allocable to Excess
     Aggregate Contributions is (1) income or loss allocable to the
     Participant's Employee Contribution Account, Matching Contribution Account
     (if any, and if all amounts therein are not used in the ADP test) and if
     applicable, Qualified Non-elective Contribution Account for the Plan Year
     multiplied by a fraction, the numerator of which is such Participant's
     Excess Aggregate Contributions for the year and the denominator is the
     Participant's Account balance(s) attributable to Contribution Percentage
     Amounts without regard to income or loss occurring during such Plan Year,
     or (2) such other amount determined under any reasonable method, provided
     that such method is used consistently for all Participants in calculating
     any distributions required under Section 4.04(d) and Sections 4.01(c) and
     4.02(d) for the Plan Year, and is used by the Plan in allocating income or
     loss to the Participants' Accounts. Income or loss allocable to the period
     between the end of the Plan Year and the date of distribution shall be
     disregarded in determining income or loss.

          Forfeitures of Excess Aggregate Contributions shall be applied to
     reduce Employer contributions; the forfeitures shall be held in the money
     market fund, if any, listed in Section 1.14(b) pending such application.

          Excess Aggregate Contributions shall be forfeited, if forfeitable, or
     distributed on a PRORATA basis from the


                                        20
<PAGE>

     Participant's Employee Contribution Account, Matching Contribution Account
     and if applicable, the Participant's Deferral Contributions Account or
     Qualified Discretionary Contribution Account or both.

4.05. SPECIAL RULES. Deferral Contributions and Qualified Discretionary
Contributions and income allocable to each are not distributable to a
Participant or his or her Beneficiary or Beneficiaries, in accordance with such
Participant's or beneficiary's or beneficiaries' election, earlier than upon
separation from service, death, or disability, except as otherwise provided in
Section 7.10, 7.11 or 10.06. Such amounts may also be distributed, but after
March 31, 1988, in the form of a lump sum only, upon

                (a) Termination of the Plan without establishment of another
       defined contribution plan, other than an employee stock ownership plan
       (as defined in Section 4975(e) or Section 409 of the Code) or a
       simplified employee pension plan as defined in Section 408(k) of the
       Code.

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

                (c) The disposition by a corporation to an unrelated entity of
       such corporation's interest in a subsidiary (within the meaning of
       Section 409(d)(2) of the Code) if such corporation continues to maintain
       this Plan, but only with respect to Employees who continue employment
       with such subsidiary.

       The Participant's accrued benefit derived from Deferral Contributions, 
Qualified Discretionary Contributions and Employee Contributions (as defined 
in Section 4.09) is nonforfeitable. Separate Accounts for Deferral 
Contributions, Qualified Discretionary Contributions, Employee Contributions 
and Matching Contributions will be maintained for each Participant. Each 
Account will be credited with the applicable contributions and earnings 
thereon.


4.06. FIXED/DISCRETIONARY EMPLOYER CONTRIBUTIONS. If so provided by the Employer
in Sections 1.05(a)(1) or 1.05(a)(2), for the Plan Year in which the Plan is
adopted and for each Plan Year thereafter, the Employer will make Fixed or
Discretionary Employer contributions to the Trust in accordance with Section
1.05 to be allocated as follows:

                (a) Fixed Employer contributions shall be allocated among 
       eligible Participants (as determined in accordance with Section 
       1.05(a)(3)) in the manner specified in Section 1.05(a).

                (b) Discretionary Employer contributions shall be allocated
       among eligible Participants, as determined in accordance with 
       Section 1.05(a)(3), as follows:


                                        21
<PAGE>

               (1) If the Non-Integrated Formula is elected in Section
               1.05(a)(2)(A), such contributions shall be allocated to eligible
               Participants in the ratio that each Participant's Compensation
               bears to the total Compensation paid to all eligible Participants
               for the Plan Year; or

               (2) If the Integrated Formula is elected in Section
               1.05(a)(2)(B), such contributions shall be allocated in the
               following steps:

                    (A) First, to each eligible Participant in the same ratio
                    that the sum of the Participant's Compensation and Excess
                    Compensation for the Plan Year bears to the sum of the
                    Compensation and Excess Compensation of all Participants for
                    the Plan Year. This allocation as a percentage of the sum of
                    each Participant's Compensation and Excess Compensation
                    shall not exceed 5.7%.

                    (B) Any remaining Discretionary Employer Contribution shall
                    be allocated to each eligible Participant in the same ratio
                    that each Participant's Compensation for the Plan Year bears
                    to the total Compensation of all Participants for the Plan
                    Year.

               For purposes of this Section, "Excess Compensation" means
               Compensation in excess of the taxable wage base, as determined
               under Section 230 of the Social Security Act, in effect on the
               first day of the Plan Year. Further, this Section 4.06(b)(2)
               shall be modified as provided in Section 9.03 for years in which
               the Plan is top heavy under Article 9.

4.07. TIME OF MAKING EMPLOYER CONTRIBUTIONS. The Employer will pay its
contribution for each Plan Year not later than the time prescribed by law for
filing the Employer's federal income tax return for the fiscal (or taxable) year
with or within which such Plan Year ends (including extensions thereof). The
Trustee will have no authority to inquire into the correctness of the amounts
contributed and paid over to the Trustee, to determine whether any contribution
is payable under this Article 4, or to enforce, by suit or otherwise, the
Employer's obligation, if any, to make a contribution to the Trustee.

4.08. RETURN OF EMPLOYER CONTRIBUTIONS. The Trustee shall, upon request by the
Employer, return to the Employer the amount (if any) determined under Section
14.22. Such amount shall be reduced by amounts attributable thereto which have
been credited to the Accounts of Participants who have since received
distributions from the Trust, except to the extent such amounts continue to be
credited to such Participants' Accounts at the time the amount is returned to
the Employer. Such amount shall also be reduced by the losses of the Trust


                                    22
<PAGE>

attributable thereto, if and to the extent such losses exceed the gains and 
income attributable thereto, but will not be increased by the gains and 
income of the Trust attributable thereto, if and to the extent such gains and 
income exceed the losses attributable thereto. In no event will the return of 
a contribution hereunder cause the balance of the individual Account of any 
Participant to be reduced to less than the balance which would have been 
credited to the Account had the mistaken amount not been contributed.

4.09. EMPLOYEE CONTRIBUTIONS. If the Employer elected to permit Deferral
Contributions in Section 1.05(b) and if so provided by the Employer in Section
1.05(d), each Participant may elect to make Employee Contributions to the Plan
in accordance with the rules and procedures established by the Employer and in
an amount not less than one percent (1%) and not greater than ten percent (10%)
of such Participant's Compensation for the Plan Year. Such contributions and all
Employee Contributions for Plan Years beginning after December 31, 1986, shall
be subject to the nondiscrimination requirements of Section 401(m) of the Code
as set forth in Section 4.04.

     For purposes of this Plan, "Employee Contributions" shall mean any
voluntary non-deductible contribution made to a plan by or on behalf of a
Participant that is or was included in the Participant's gross income in the
year in which made and that is maintained under a separate account to which
applicable earnings and losses are allocated. Excess Contributions may not be
recharacterized as Employee Contributions.

     Employee Contributions shall be paid over to the Trustee not later than
thirty (30) days following the end of the month in which the Participant makes
the contribution. A Participant shall have a fully vested 100% nonforfeitable
right to his Employee Contributions and the earnings or losses allocated
thereon. Distributions of Employee Contributions shall be made in accordance
with Section 7.10.

4.10. ROLLOVER CONTRIBUTIONS.

     (a)  ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS

          (1) An Employee who is or was a distributee of an "eligible rollover
          distribution"(as defined in Section 402(c)(4) of the Code and the
          regulations issued thereunder) from a qualified plan may directly
          transfer all or any portion of such distribution to the Trust or
          transfer all or any portion of such distribution to the Trust within
          sixty (60) days of payment. The transfer shall be made in the form of
          cash or allowable Fund Shares only.

          (2) The Employer may refuse to accept rollover contributions or
          instruct the Trustee not to accept rollover contributions under the
          Plan.

     (b) TREATMENT OF ROLLOVER AMOUNT.


                                        23
<PAGE>

          (1) An account will be established for the transferring Employee under
          Article 5, the rollover amount will be credited to the account and
          such amount will be subject to the terms of the Plan, including
          Section 8.01, except as otherwise provided in this Section 4.10.

          (2) The rollover account will at all times be fully vested in and
          nonforfeitable by the Employee.

     (c) ENTRY INTO PLAN BY TRANSFERRING EMPLOYEE. Although an amount may be
     transferred to the Trust Fund under this Section 4.10 by an Employee who
     has not yet become a Participant in accordance with Article 3, and such
     amount is subject to the terms of the Plan as described in paragraph (b)
     above, the Employee will not become a Participant entitled to share in
     Employer contributions until he has satisfied such requirements.

     (d) MONITORING OF ROLLOVERS.

          (1) The Administrator shall develop such procedures and require such
          information from transferring Employees as it deems necessary to
          insure that amounts transferred under this Section 4.10 meet the
          requirements for tax-free rollovers established by such Section and by
          Section 402(c) of the Code. No such amount may be transferred until
          approved by the Administrator.

          (2) If a transfer made under this Section 4.10 is later determined by
          the Administrator not to have met the requirements of this Section or
          of the Code or Treasury regulations, the Trustee shall, within a
          reasonable time after such determination is made, and on instructions
          from the Administrator, distribute to the Employee the amounts then
          held in the Trust attributable to the transferred amount.

4.11. DEDUCTIBLE VOLUNTARY EMPLOYEE CONTRIBUTIONS. The Administrator will not
accept deductible Employee Contributions which are made for a taxable year
beginning after December 31, 1986. Contributions made prior to that date will be
maintained in a separate Account which will be nonforfeitable at all times and
which will share in the gains and losses of the trust in the same manner as
described in Section 5.02. No part of the deductible voluntary contribution
Account will be used to purchase life insurance. Subject to Article 8, the
Participant may withdraw any part of the deductible voluntary contribution
Account upon request.

4.12. ADDITIONAL RULES FOR PAIRED PLANS. If the Employer has adopted a qualified
plan under Fidelity Basic Plan Document No. 09 which is to be considered as a
paired plan with this Plan, the elections in Section 1.03 must be identical to
the Employer's corresponding elections for the other plan. When the paired plans
are top-heavy or are deemed to be top-heavy as provided in Section 9.01, the
plan paired with this Plan will provide a minimum contribution to each non-key
Employee which is equal to 3 percent (or such other percent elected by the
Employer in Section 1.12(c)) of such Employee's Compensation. Notwithstanding


                                   24
<PAGE>

the preceding sentence, the minimum contribution shall be provided by this 
Plan if contributions under the other plan paired with this Plan are frozen.


ARTICLE 5. PARTICIPANTS' ACCOUNTS.

5.01. INDIVIDUAL ACCOUNTS. The Administrator will establish and maintain an
Account for each Participant which will reflect Employer and Employee
Contributions made on behalf of the Participant and earnings, expenses, gains
and losses attributable thereto, and investments made with amounts in the
Participant's Account. The Administrator will establish and maintain such other
accounts and records as it decides in its discretion to be reasonably required
or appropriate in order to discharge its duties under the Plan.

5.02. VALUATION OF ACCOUNTS. Participant Accounts will be valued at their fair
market value at least annually as of a date specified by the Administrator in
accordance with a method consistently followed and uniformly applied, and on
such date earnings, expenses, gains and losses on investments made with amounts
in each Participant's Account will be allocated to such Account. Participants
will be furnished statements of their Account values at least once each Plan
Year.

5.03. CODE SECTION 415 LIMITATIONS. Notwithstanding any other provisions of the
Plan:

     Subsections (a)(1) through (a)(4)--(THESE SUBSECTIONS APPLY TO EMPLOYERS
WHO DO NOT MAINTAIN ANY QUALIFIED PLAN, INCLUDING A WELFARE BENEFIT FUND, AN
INDIVIDUAL MEDICAL ACCOUNT, OR A SIMPLIFIED EMPLOYEE PENSION IN ADDITION TO THIS
PLAN.)

     (a)(1) If the Participant does not participate in, and has never
     participated in any other qualified plan, Welfare Benefit Fund, Individual
     Medical Account, or a simplified employee pension, as defined in section
     408(k) of the Code, maintained by the Employer, which provides an annual
     addition as defined in Section 5.03(e)(1), the amount of Annual Additions
     to a Participant's Account for a 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 Account would cause the
     Annual Additions for the Limitation Year to exceed the Maximum Permissible
     Amount, the amount contributed or allocated will be reduced so that the
     Annual Additions for the Limitation Year will equal the Maximum Permissible
     Amount.

     (a)(2) Prior to the determination of the Participant's actual Compensation
     for a Limitation Year, the Maximum Permissible Amount may be determined on
     the basis of a reasonable estimation of the Participant's compensation for
     such Limitation Year, uniformly determined for all Participants similarly
     situated. Any Employer contributions based on estimated annual compensation
     shall be reduced by any Excess Amounts carried over from prior years.


                                     25
<PAGE>

     (a)(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 Compensation
     for such Limitation Year.

     (a)(4) If, pursuant to subsection (a)(3) or as a result of the allocation
     of forfeitures or a reasonable error in determining the total Elective
     Deferrals there is an Excess Amount with respect to a Participant for a
     Limitation Year, such Excess Amount shall be disposed of as follows:

          (A) Any nondeductible voluntary employee contributions ("employee
     contributions") or Elective Deferrals, to the extent they would reduce the
     Excess Amount, will be returned to the Participant. Any gains attributable
     to returned employee contributions will also be returned or will be treated
     as additional employee contributions for the Limitation Year in which the
     employee contributions were made.

          (B) If after the application of paragraph (A) an Excess amount still
     exists and the Participant is in the service of the Employer which is
     covered by the Plan at the end of the Limitation Year, then such Excess
     Amount shall be reapplied to reduce future Employer contributions under
     this Plan for the next Limitation Year (and for each succeeding year, as
     necessary) for such Participant, so that in each such Year the sum of
     actual Employer contributions plus the reapplied amount shall equal the
     amount of Employer contributions which would otherwise be made to such
     Participant's Account.

          (C) If after the application of paragraph (A) an Excess Amount still
     exists and the Participant is not in the service of the Employer which is
     covered by the Plan at the end of a Limitation Year, then such Excess
     Amount will be held unallocated in a suspense account. The suspense account
     will be applied to reduce future Employer contributions for all remaining
     Participants in the next Limitation Year and each succeeding Limitation
     Year if necessary.

          (D) If a suspense account is in existence at any time during the
     Limitation Year pursuant to this subsection, it will not participate in the
     allocation of the Trust Fund's investment gains and losses. All amounts in
     the suspense account must be allocated to the Accounts of Participants
     before any Employer contribution may be made for the Limitation Year.
     Except as provided in paragraph (A), Excess Amounts may not be distributed
     to Participants or former Participants.

     Subsections (b)(1) through (b)(6)--(THESE SUBSECTIONS APPLY TO EMPLOYERS
WHO, IN ADDITION TO THIS PLAN, MAINTAIN ONE OR MORE PLANS, ALL OF WHICH ARE
QUALIFIED MASTER OR PROTOTYPE DEFINED CONTRIBUTION PLANS, ANY WELFARE BENEFIT
FUND, ANY INDIVIDUAL MEDICAL ACCOUNT, OR ANY SIMPLIFIED EMPLOYEE PENSION.)


                                    26
<PAGE>

     (b)(1) If, in addition to this Plan, the Participant is covered under any
     other qualified defined contribution plans (all of which are qualified
     Master or Prototype Plans), Welfare Benefit Funds, Individual Medical
     Accounts, or simplified employee pension Plans, maintained by the Employer,
     that provide an annual addition as defined in Section 5.03(e)(1), the
     amount of Annual Additions to a Participant's Account for a Limitation Year
     shall not exceed the lesser of

          (A) the Maximum Permissible Amount, reduced by the sum of any Annual
     Additions to the Participant's accounts for the same Limitation Year under
     such other qualified Master or Prototype defined contribution plans, and
     Welfare Benefit Funds, Individual Medical Accounts, and simplified employee
     pensions, or

          (B) any other limitation contained in this Plan.

     If the annual additions with respect to the Participant under other
     qualified Master or Prototype defined contribution Plans, Welfare Benefit
     Funds, Individual Medical Accounts, and simplified employee pensions
     maintained by the Employer are less than the maximum permissible amount and
     the Employer contribution that would otherwise be contributed or allocated
     to the Participant's account under this plan would cause the annual
     additions for the limitation year to exceed this limitation, the amount
     contributed or allocated will be reduced so that the annual additions under
     all such plans and funds for the limitation year will equal the maximum
     permissible amount. If the annual additions with respect to the Participant
     under such other qualified Master or Prototype 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.

     (b)(2) Prior to the determination of the Participant's actual Compensation
     for the Limitation Year, the amounts referred to in (b)(1)(A) above may be
     determined on the basis of a reasonable estimation of the Participant's
     compensation for such Limitation Year, uniformly determined for all
     Participants similarly situated. Any Employer contribution based on
     estimated annual compensation shall be reduced by any Excess Amounts
     carried over from prior years.

     (b)(3) As soon as is administratively feasible after the end of the
     Limitation Year, the amounts referred to in (b)(1)(A) shall be determined
     on the basis of the Participant's actual Compensation for such Limitation
     Year.

     (b)(4) If a Participant's Annual Additions under this Plan and all such
     other plans result in an Excess Amount, such Excess Amount shall be deemed
     to consist of the Annual Additions last allocated, except that Annual
     Additions attributable to a simplified employee 



                                   27
<PAGE>

     pension will be deemed to have been allocated first, followed by Annual
     Additions to a Welfare Benefit Fund or Individual Medical Account
     regardless of the actual allocation date.

     (b)(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

          (A) the total Excess Amount allocated as of such date (including any
          amount which would have been allocated but for the limitations of
          Section 415 of the Code), and

          (B) the ratio of (i) the Annual Additions allocated to the Participant
          as of such date under this Plan, and (ii) the Annual Additions
          allocated as of such date under all qualified defined contribution
          plans (determined without regard to the limitations of Section 415 of
          the Code).

     (b)(6) Any Excess Amounts attributed to this Plan shall be disposed of as
     provided in subsection (a)(4).

     Subsection (c)--(THIS SUBSECTION APPLIES ONLY TO EMPLOYERS WHO, IN ADDITION
TO THIS PLAN, MAINTAIN ONE OR MORE QUALIFIED PLANS WHICH ARE QUALIFIED DEFINED
CONTRIBUTION PLANS OTHER THAN MASTER OR PROTOTYPE PLANS.)

     (c) If the Employer also maintains another plan which is a qualified
     defined contribution plan other than a Master or Prototype Plan, Annual
     Additions allocated under this Plan on behalf of any Participant shall be
     limited in accordance with the provisions of (b)(1) through (b)(6), as
     though the other plan were a Master or Prototype Plan, unless the Employer
     provides other limitations in the Adoption Agreement.

     Subsection (d)--(THIS SUBSECTION APPLIES ONLY TO EMPLOYERS WHO, IN ADDITION
TO THIS PLAN, MAINTAIN OR AT ANY TIME MAINTAINED A QUALIFIED DEFINED BENEFIT
PLAN.)

     (d) If the Employer maintains, or at any time maintained, a qualified
     defined benefit plan, the sum of any Participant's Defined Benefit Fraction
     and Defined Contribution Fraction shall not exceed the combined plan
     limitation of 1.0 in any Limitation Year. The combined plan limitation will
     be met as provided by the Employer in the Adoption Agreement.

     SUBSECTIONS (e)(1) THROUGH (e)(11)--(DEFINITIONS.)

     (e)(1) "Annual Additions" means the sum of the following amounts credited
     to a Participant for a Limitation Year:

          (A) all Employer contributions,

          (B) all Employee Contributions,




                                        28
<PAGE>

          (C) all forfeitures,

          (D) amounts allocated, after March 31, 1984, to an Individual Medical
          Account which is part of a pension or annuity plan maintained by the
          Employer are treated as Annual Additions to a defined contribution
          plan. Also, amounts derived from contributions paid or accrued after
          December 31, 1985, in taxable years ending after such date, which are
          attributable to post-retirement medical benefits allocated to the
          separate account of a key employee, as defined in Section 419A(d)(3)
          of the Code, under a Welfare Benefit Fund maintained by the Employer
          are treated as Annual Additions to a defined contribution plan, and

          (E) allocations under a simplified employee pension.

          For purposes of this Section 5.03, amounts reapplied to reduce
     Employer contributions under subsection (a)(4) shall also be included as
     Annual Additions.

     (e)(2) "Compensation" means wages as defined in Section 3401(a) of the Code
     and all other payments of compensation to an employee by the employer (in
     the course of the employer's trade or business) for which the employer is
     required to furnish the employee a written statement under Sections 6041(d)
     and 6051(a)(3) of the Code. Compensation must be determined without regard
     to any rules under Section 3401(a) of the Code that limit the remuneration
     included in wages based on the nature or location of the employment or the
     services performed (such as the exception for agricultural labor in Section
     3401(a)(2) of the Code.)

     For any Self-Employed Individual compensation will mean Earned Income.

     For limitation years beginning after December 31, 1991, for purposes of
     applying the limitations of this article, compensation for a limitation
     year is the compensation actually paid or made available during such
     limitation year.


     (e)(3) "Defined Benefit Fraction" means a fraction, the numerator of which
     is the sum of the Participant's annual benefits (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)
     under all the defined benefit plans (whether or not terminated) maintained
     by the Employer, each such annual benefit computed on the assumptions that
     the Participant will remain in employment until the normal retirement age
     under each such plan (or the Participant's current age, if later) and that
     all other factors used to determine benefits under such plan will remain
     constant for all future Limitation Years, and the denominator of which is
     the lesser of 125 percent of the dollar limitation determined for the
     Limitation Year under Sections 


                                         29
<PAGE>

     415(b)(1)(A) and 415(d) of the Code or 140 percent of the Participant's
     highest average Compensation for 3 consecutive calendar years of service
     during which the Participant was active in each such plan, including any
     adjustments under Section 415(b) of the Code. However, 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 then the
     denominator of the Defined Benefit Fraction shall not be less than 125
     percent of the Participant's total accrued benefit as of the close of the
     last Limitation Year beginning before January 1, 1987, disregarding any
     changes in the terms and conditions of the plan after May 5, 1986, under
     all such defined benefit plans that met, individually and in the aggregate,
     the requirements of Section 415 of the Code for all Limitation Years
     beginning before January 1, 1987.

     (e)(4) "Defined Contribution Fraction" means a fraction, the numerator of
     which is the sum for the current and all prior Limitation Years of (A) all
     Annual Additions (if any) to the Participant's accounts under each defined
     contribution plan (whether or not terminated) maintained by the Employer
     and (B) all Annual Additions attributable to the Participant's
     nondeductible Employee Contributions to all defined benefit plans (whether
     or not terminated) maintained by the Employer, and the Participant's Annual
     Additions attributable to all Welfare Benefit Funds, Individual Medical
     Accounts, and simplified employee pensions, maintained by the Employer, and
     the denominator of which is the sum of the maximum aggregate amounts for
     the current and all prior Limitation Years during which the Participant was
     an Employee (regardless of whether the Employer maintained a defined
     contribution plan in any such year).

          The maximum aggregate amount in any Limitation Year is the lesser of
     125 percent of the dollar limitation in effect under Section 415(c)(1)(A)
     of the Code for each such year or 35 percent of the Participant's
     Compensation for each such year.

          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
     contribution plans maintained by the Employer which were in existence on
     May 6, 1986, then the numerator of the Defined Contribution Fraction shall
     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 (i) the excess of the sum of
     the fractions over 1.0 and (ii) the denominator of this fraction will be
     permanently subtracted from the numerator of this fraction. The adjustment
     is calculated using the fractions as they would be computed as of the end
     of the last Limitation Year beginning before January 1, 1987, and
     disregarding any changes in the terms and conditions of the plan made after
     May 6, 1986, but using the Section 415 limitation applicable to the first
     Limitation Year beginning on or after January 1, 1987.



                                       30
<PAGE>

          The annual addition for any limitation year beginning before January
     1, 1987 shall not be recomputed to treat all employee contributions as
     annual additions.

     (e)(5) "Employer" means the Employer and any Related Employer that adopts
     this Plan. In the case of a group of employers which constitutes a
     controlled group of corporations (as defined in Section 414(b) of the Code
     as modified by Section 415(h)) or which constitutes trades or businesses
     (whether or not incorporated) which are under common control (as defined in
     Section 414(c) of the Code as modified by Section 415(h) of the Code) or
     which constitutes an affiliated service group (as defined in Section
     414(m)of the Code) and any other entity required to be aggregated with the
     Employer pursuant to regulations issued under Section 414(o) of the Code,
     all such employers shall be considered a single employer for purposes of
     applying the limitations of this Section 5.03.

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

     (e)(7) "Individual Medical Account" means an individual medical account as
     defined in Section 415(l)(2) of the Code.

     (e)(8) "Limitation Year" means the Plan Year. All qualified plans of the
     Employer must use the same Limitation Year. If the Limitation Year is
     amended to a different 12-consecutive month period, the new Limitation Year
     must begin on a date within the Limitation Year in which the amendment is
     made.

     (e)(9) "Master or Prototype Plan" means a plan the form of which is the
     subject of a favorable opinion letter from the Internal Revenue Service.

     (e)(10) "Maximum Permissible Amount" means for a Limitation Year with
     respect to any Participant the lesser of (A) $30,000 or, if greater, 25
     percent of the dollar limitation set forth in Section 415(b)(1) of the
     Code, as in effect for the Limitation Year, or (B) 25 percent of the
     Participant's Compensation for the Limitation Year. If a short Limitation
     Year is created because of an amendment changing the Limitation Year to a
     different 12-consecutive-month period, the Maximum Permissible Amount will
     not exceed the limitation in (e)(10)(A) multiplied by a fraction whose
     numerator is the number of months in the short Limitation Year and whose
     denominator is 12.

          The compensation limitation referred to in subsection (e)(10)(B) shall
     not apply to any contribution for medical benefits within the meaning of
     Section 401(h) or Section 419A(f)(2) of the Code after separation from
     service which is otherwise treated as an Annual Addition under Section
     419A(d)(2) or Section 415(l)(1) of the Code.


                                        31
<PAGE>

     (e)(11) "Welfare Benefit Fund" means a welfare benefit fund as defined in
     Section 419(e) of the Code.


ARTICLE 6. INVESTMENT OF CONTRIBUTIONS.

6.01. MANNER OF INVESTMENT. All contributions made to the Accounts of
Participants shall be held for investment by the Trustee. The Accounts of
Participants shall be invested and reinvested only in eligible investments
selected by the Employer in Section 1.14(b), subject to Section 14.10.

6.02. INVESTMENT DECISIONS. Investments shall be directed by the Employer or by
each Participant or both, in accordance with the Employer's election in Section
1.14(a). Pursuant to Section 14.04, the Trustee shall have no discretion or
authority with respect to the investment of the Trust Fund.

     (a) With respect to those Participant Accounts for which Employer
     investment direction is elected, the Employer has the right to direct the
     Trustee in writing with respect to the investment and reinvestment of
     assets comprising the Trust Fund in the Fidelity Fund(s) designated in
     Section 1.14(b) and as allowed by the Trustee.

     (b) If Participant investment direction is elected, each Participant shall
     direct the investment of his Account among the Fidelity Funds listed in
     Section 1.14(b). The Participant shall file initial investment instructions
     with the Administrator, on such form as the Administrator may provide,
     selecting the Funds in which amounts credited to his Account will be
     invested.

          (1) Except as provided in this Section 6.02, only authorized Plan
          contacts and the Participant shall have access to a Participant's
          Account. While any balance remains in the Account of a Participant
          after his death, the Beneficiary of the Participant shall make
          decisions as to the investment of the Account as though the
          Beneficiary were the Participant. To the extent required by a
          qualified domestic relations order as defined in Section 414(p) of the
          Code, an alternate payee shall make investment decisions with respect
          to a Participant's Account as though such alternate payee were the
          Participant.

          (2) If the Trustee receives any contribution under the Plan as to
          which investment instructions have not been provided, the Trustee
          shall promptly notify the Administrator and the Administrator shall
          take steps to elicit instructions from the Participant. The Trustee
          shall credit any such contribution to the Participant's Account and
          such amount shall be invested in the Fidelity Fund selected by the
          Employer for such purposes or, absent Employer selection, in the most
          conservative Fidelity Fund listed in Section 1.14(b), until investment
          instructions have been received by the Trustee.



                                        32
<PAGE>

     (c) All dividends, interest, gains and distributions of any nature received
     in respect of Fund Shares shall be reinvested in additional shares of that
     Fidelity Fund.


     (d) Expenses attributable to the acquisition of investments shall be
     charged to the Account of the Participant for which such investment is
     made.

6.03. PARTICIPANT DIRECTIONS TO TRUSTEE. All Participant initial investment
instructions filed with the Administrator pursuant to the provisions of Section
6.02 shall be promptly transmitted by the Administrator to the Trustee. A
Participant shall transmit subsequent investment instructions directly to the
Trustee by means of the telephone exchange system maintained by the Trustee for
such purposes. The method and frequency for change of investments will be
determined under the (a) rules applicable to the investments selected by the
Employer in Section 1.14(b) and (b) the additional rules of the Employer, if
any, limiting the frequency of investment changes, which are included in a
separate written administrative procedure adopted by the Employer and accepted
by the Trustee. The Trustee shall have no duty to inquire into the investment
decisions of a Participant or to advise him regarding the purchase, retention or
sale of assets credited to his Account.



ARTICLE 7. RIGHT TO BENEFITS.

7.01. NORMAL OR EARLY RETIREMENT. Each Participant who attains his Normal
Retirement Age or, if so provided by the Employer in Section 1.06(b), Early
Retirement Age, will have a 100-percent nonforfeitable interest in his Account
regardless of any vesting schedule elected in Section 1.07. If a Participant
retires upon the attainment of Normal or Early Retirement Age, such retirement
is referred to as a normal retirement. Upon his normal retirement the balance of
the Participant's Account, plus any amounts thereafter credited to his Account,
subject to the provisions of Section 7.08, will be distributed to him in
accordance with Article 8.

     If a Participant separates from service before satisfying the age
requirements for early retirement, but has satisfied the service requirement,
the Participant will be entitled to elect an early retirement distribution upon
satisfaction of such age requirement.

7.02. LATE RETIREMENT. If a Participant continues in the service of the Employer
after attainment of Normal Retirement Age, he will continue to have a
100-percent nonforfeitable interest in his Account and will continue to
participate in the Plan until the date he establishes with the Employer for his
late retirement. Until he retires, he has a continuing election to receive all
or any portion of his Account. Upon the earlier of his late retirement or the
distribution date required under Section 8.08, the balance of his Account, plus
any amounts 



                                       33
<PAGE>

thereafter credited to his Account, subject to the provisions of Section 7.08,
will be distributed to him in accordance with Article 8 below.

7.03. DISABILITY RETIREMENT. If so provided by the Employer in Section 1.06(c),
a Participant who becomes disabled will have a 100-percent nonforfeitable
interest in his Account, the balance of which Account, plus any amounts
thereafter credited to his Account, subject to the provisions of Section 7.08,
will be distributed to him in accordance with Article 8 below. A Participant is
considered disabled if he cannot engage in any substantial, gainful activity
because of a medically determinable physical or mental impairment likely to
result in death or to be of a continuous period of not less than 12 months, and
terminates his employment with the Employer. Such termination of employment is
referred to as a disability retirement. Determinations with respect to
disability shall be made by the Administrator who may rely on the criteria set
forth in Section 1.06(c) as evidence that the Participant is disabled.

7.04. DEATH. Subject, if applicable, to Section 8.04, if a Participant dies
before the distribution of his Account has commenced, or before such
distribution has been completed, his Account shall become 100 percent vested and
his designated Beneficiary or Beneficiaries will be entitled to receive the
balance or remaining balance of his Account, plus any amounts thereafter
credited to his Account, subject to the provisions of Section 7.08. Distribution
to the Beneficiary or Beneficiaries will be made in accordance with Article 8.

     A Participant may designate a Beneficiary or Beneficiaries, or change any
prior designation of Beneficiary or Beneficiaries by giving notice to the
Administrator on a form designated by the Administrator. If more than one person
is designated as the Beneficiary, their respective interests shall be as
indicated on the designation form. In the case of a married Participant, the
Participant's spouse shall be deemed to be the designated Beneficiary unless the
Participant's spouse has consented to another designation in the manner
described in Section 8.03(d).

     A copy of the death notice or other sufficient documentation must be filed
with and approved by the Administrator. If upon the death of the Participant
there is, in the opinion of the Administrator, no designated Beneficiary for
part or all of the Participant's Account, such amount will be paid to his
surviving spouse or, if none, to his estate (such spouse or estate shall be
deemed to be the Beneficiary for purposes of the Plan). If a Beneficiary dies
after benefits to such Beneficiary have commenced, but before they have been
completed, and, in the opinion of the Administrator, no person has been
designated to receive such remaining benefits, then such benefits shall be paid
in a lump sum to the deceased Beneficiary's estate.

7.05. OTHER TERMINATION OF EMPLOYMENT. If a Participant terminates his
employment for any reason other than death or normal, late, or disability
retirement, he will be entitled to a termination benefit equal to the sum of (a)
the vested percentage(s) of the value of the Matching and/or Fixed/Discretionary
Contributions to his Account, as 


                                     34
<PAGE>

adjusted for income, expense, gain, or loss, such percentage(s) determined in
accordance with the vesting schedule(s) selected by the Employer in Section
1.07, and (b) the value of the Deferral, Employee, Qualified Discretionary and
Rollover Contributions to his Account as adjusted for income, expense, gain or
loss. The amount payable under this Section 7.05 will be subject to the
provisions of Section 7.08 and will be distributed in accordance with Article 8
below.

7.06. SEPARATE ACCOUNT. If a distribution from a Participant's Account has been
made to him at a time when he has a nonforfeitable right to less than 100
percent of his Account, the vesting schedule in Section 1.07 will thereafter
apply only to amounts in his Account attributable to Employer contributions
allocated after such distribution. The balance of his Account immediately after
such distribution will be transferred to a separate account which will be
maintained for the purpose of determining his interest therein according to the
following provisions.

     At any relevant time prior to a forfeiture of any portion thereof under
Section 7.07, a Participant's nonforfeitable interest in his Account held in a
separate account described in the preceding paragraph will be equal to P(AB +
(RxD))-(RxD), where P is the nonforfeitable percentage at the relevant time
determined under Section 7.05; AB is the account balance of the separate account
at the relevant time; D is the amount of the distribution; and R is the ratio of
the account balance at the relevant time to the account balance after
distribution. Following a forfeiture of any portion of such separate account
under Section 7.07 below, any balance in the Participant's separate account will
remain fully vested and nonforfeitable.

7.07. FORFEITURES. If a Participant terminates his employment, any portion of
his Account (including any amounts credited after his termination of employment)
not payable to him under Section 7.05 will be forfeited by him upon the complete
distribution to him of the vested portion of his Account, if any, subject to the
possibility of reinstatement as described in the following paragraph. For
purposes of this paragraph, if the value of an Employee's vested Account balance
is zero, the Employee shall be deemed to have received a distribution of his
vested interest immediately following termination of employment. Such
forfeitures will be applied to reduce the contributions of the Employer next
payable under the Plan (or administrative expenses of the Plan); the forfeitures
shall be held in a money market fund pending such application.

     If a Participant forfeits any portion of his Account under the preceding
paragraph but again becomes an Employee after such date, then the amount so
forfeited, without any adjustment for the earnings, expenses, or losses or gains
of the assets credited to his Account since the date forfeited, will be
recredited to his Account (or to a separate account as described in Section
7.06, if applicable) but only if he repays to the Plan before the earlier of
five years after the date of his reemployment or the date he incurs 5
consecutive 1-year breaks in service following the date of the distribution the
amount previously distributed to him, without interest, under Section 7.05. If
an 



                                     35
<PAGE>

Employee is deemed to receive a distribution pursuant to this Section 7.07, and
the Employee resumes employment before 5 consecutive 1-year breaks in service,
the Employee shall be deemed to have repaid such distribution on the date of his
reemployment. Upon such an actual or deemed repayment, the provisions of the
Plan (including Section 7.06) will thereafter apply as if no forfeiture had
occurred. The amount to be recredited pursuant to this paragraph will be derived
first from the forfeitures, if any, which as of the date of recrediting have yet
to be applied as provided in the preceding paragraph and, to the extent such
forfeitures are insufficient, from a special Employer contribution to be made by
the Employer.

     If a Participant elects not to receive the nonforfeitable portion of his
Account following his termination of employment, the non-vested portion of his
Account shall be forfeited after the Participant has incurred five consecutive
1-year breaks in service as defined in Section 2.01(a)(33).

     No forfeitures will occur solely as a result of a Participant's withdrawal
of Employee contributions.

7.08. ADJUSTMENT FOR INVESTMENT EXPERIENCE. If any distribution under this
Article 7 is not made in a single payment, the amount retained by the Trustee
after the distribution will be subject to adjustment until distributed to
reflect the income and gain or loss on the investments in which such amount is
invested and any expenses properly charged under the Plan and Trust to such
amounts.

7.09. PARTICIPANT LOANS. If permitted under Section 1.09, the Administrator
shall allow Participants to apply for a loan from the Plan, subject to the
following:

     (a) Loan Application. All Plan loans shall be administered by the
     Administrator. Applications for loans shall be made to the Administrator on
     forms available from the Administrator. Loans shall be made available to
     all Participants on a reasonably equivalent basis. For this purpose, the
     term "Participant" means any Participant or Beneficiary, including an
     alternate payee under a qualified domestic relations order, as defined in
     Section 414(p) of the Code, who is a party-in-interest (as determined under
     ERISA Section 3(14)) with respect to the Plan except no loans will be made
     to (1) an Employee who makes a rollover contribution in accordance with
     Section 4.10 who has not satisfied the requirements of Section 3.01 or (2)
     a shareholder-employee or Owner-Employee. For purposes of this requirement,
     a shareholder-employee means an employee or officer of an electing small
     business (Subchapter S) corporation who owns (or is considered as owning
     within the meaning of Section 318(a)(1) of the Code), on any day during the
     taxable year of such corporation, more than 5% of the outstanding stock of
     the corporation.

          A Participant with an existing loan may not apply for another loan
     until the existing loan is paid in full and may not refinance an existing
     loan or attain a second loan for the purpose of paying



                                    36
<PAGE>

     off the existing loan. A Participant may not apply for more than one loan
     during each Plan Year.

     (b) Limitation of Loan Amount/Purpose of Loan. Loans shall not be made
     available to Highly Compensated Employees in an amount greater than the
     amount made available to other Employees. No loan to any Participant or
     Beneficiary can be made to the extent that such loan when added to the
     outstanding balance of all other loans to the Participant or Beneficiary
     would exceed the lesser of (1) $50,000 reduced by the excess (if any) of
     the highest outstanding balance of loans during the one-year period ending
     on the day before the loan is made over the outstanding balance of loans
     from the plan on the date the loan is made, or (2) one-half the present
     value of the nonforfeitable Account of the Participant. For the purpose of
     the above limitation, all loans from all plans of the Employer and Related
     Employers are aggregated. A Participant may not request a loan for less
     than $1,000. The Employer may provide that loans only be made from certain
     contribution sources within Participant Account(s) by notifying the Trustee
     in writing of the restricted source.

          Loans may be made for any purpose or if elected by the Employer in
     Section 1.09(a), on account of hardship only. A loan will be considered to
     be made on account of hardship only if made on account of an immediate and
     heavy financial need described in Section 7.10(b)(1).

     (c) Terms of Loan. All loans shall bear a reasonable rate of interest as
     determined by the Administrator based on the prevailing interest rates
     charged by persons in the business of lending money for loans which would
     be made under similar circumstances. The determination of a reasonable rate
     of interest must be based on appropriate regional factors unless the Plan
     is administered on a national basis in which case the Administrator may
     establish a uniform reasonable rate of interest applicable to all regions.

          All loans shall by their terms require that repayment (principal and
     interest) be amortized in level payments, not less than quarterly, over a
     period not extending beyond five years from the date of the loan unless
     such loan is for the purchase of a Participant's primary residence, in
     which case the repayment period may not extend beyond ten years from the
     date of the loan. A Participant may prepay the outstanding loan balance
     prior to maturity without penalty.

     (d) Security. Loans must be secured by the Participant's Accounts not to
     exceed 50 percent of the Participant's vested Account. A Participant must
     obtain the consent of his or her spouse, if any, to use a Participant
     Account as security for the loan, if the provisions of Section 8.03 apply
     to the Participant. Spousal consent shall be obtained no earlier than the
     beginning of the 90-day period that ends on the date on which the loan is
     to be so secured. The consent must be in writing, must acknowledge the
     effect of the loan, and must be witnessed by a Plan representative 



                                     37
<PAGE>

     or notary public. Such consent shall thereafter be binding with respect to
     the consenting spouse or any subsequent spouse with respect to that loan.

     (e) Default. The Administrator shall treat a loan in default if

          (1) any scheduled repayment remains unpaid more than 90 days or

          (2) there is an outstanding principal balance existing on a loan after
          the last scheduled repayment date.

          Upon default or termination of employment, the entire outstanding
     principal and accrued interest shall be immediately due and payable. If a
     distributable event (as defined by the Code) has occurred, the
     Administrator shall direct the Trustee to foreclose on the promissory note
     and offset the Participant's vested Account by the outstanding balance of
     the loan. If a distributable event has not occurred, the Administrator
     shall direct the Trustee to foreclose on the promissory note and offset the
     Participant's vested Account as soon as a distributable event occurs.

     (f) Pre-existing loans. The provision in paragraph (a) of this Section 7.09
     limiting a Participant to one outstanding loan shall not apply to loans
     made before the Employer adopted this prototype plan document. A
     Participant may not apply for a new loan until all outstanding loans made
     before the Employer adopted this prototype plan have been paid in full. The
     Trustee may accept any loans made before the Employer adopted this
     prototype plan document except such loans which require the Trustee to hold
     as security for the loan property other than the Participant's vested
     Account.

          As of the effective date of amendment of this Plan in Section
     1.01(g)(2), the Trustee shall have the right to reamortize the outstanding
     principal balance of any Participant loan that is delinquent. Such
     reamortization shall be based upon the remaining life of the loan and the
     original maturity date may not be extended.

          Notwithstanding any other provision of this Plan, the portion of the
     Participant's vested Account used as a security interest held by the plan
     by reason of a loan outstanding to the Participant shall be taken into
     account for purposes of determining the amount of the Account payable at
     the time of death or distribution, but only if the reduction is used as
     repayment of the loan. If less than 100% of the Participant's vested
     Account (determined without regard to the preceding sentence) is payable to
     the surviving spouse, then the Account shall be adjusted by first reducing
     the vested Account by the amount of the security used as repayment of the
     loan, and then determining the benefit payable to the surviving spouse.

          No loan to any Participant or Beneficiary can be made to the extent
     that such loan when added to the outstanding balance of all 



                                     38
<PAGE>

     other loans to the Participant or Beneficiary would exceed the lesser of
     (1) $50,000 reduced by the excess (if any) of the highest outstanding
     balance of loans during the one-year period ending on the day before the
     loan is made over the outstanding balance of loans from the plan on the
     date the loan is made or (2) one-half the present value of the
     nonforfeitable Account of the Participant. For the purpose of the above
     limitation, all loans from all plans of the Employer and Related Employers
     are aggregated.

7.10. IN-SERVICE/HARDSHIP WITHDRAWALS. Subject to the provisions of Article 8, a
Participant shall not be permitted to withdraw any Employer or Employee
Contributions (and earnings thereon) prior to retirement or termination of
employment, except as follows:

     (a) AGE 59 1/2. If permitted under Section 1.11(b), a Participant who has
attained the age of 59 1/2 is permitted to withdraw upon request all or any
portion of the Accounts specified by the Employer in 1.11(b).

     (b) HARDSHIP. If permitted under Section 1.10, a Participant may apply to
the Administrator to withdraw some or all of his Deferral Contributions (and
earnings thereon accrued as of December 31, 1988) and, if applicable, Rollover
Contributions and such other amounts allowed by a predecessor plan, if such
withdrawal is made on account of a hardship. For purposes of this Section, a
distribution is made on account of hardship if made on account of an immediate
and heavy financial need of the Employee where such Employee lacks other
available resources. Determinations with respect to hardship shall be made by
the Administrator and shall be conclusive for purposes of the Plan, and shall be
based on the following special rules:

          (1) The following are the only financial needs considered immediate
          and heavy: expenses incurred or necessary for medical care (within the
          meaning of Section 213(d) of the Code) of the Employee, the Employee's
          spouse, children, or dependents; the purchase (excluding mortgage
          payments) of a principal residence for the Employee; payment of
          tuition and related educational fees for the next twelve (12) months
          of post-secondary education for the Employee, the Employee's spouse,
          children or dependents; or the need to prevent the eviction of the
          Employee from, or a foreclosure on the mortgage of, the Employee's
          principal residence.

          (2) A distribution will be considered as necessary to satisfy an
          immediate and heavy financial need of the Employee only if:

               (i) The Employee has obtained all distributions, other than the
               hardship distributions, and all nontaxable (at the time of the
               loan) loans currently available under all plans maintained by the
               Employer;

               (ii) The Employee suspends Deferral Contributions and Employee
               Contributions to the Plan for the 12-month period



                                       39
<PAGE>

               following the date of his hardship distribution. The suspension
               must also apply to all elective contributions and Employee
               Contributions to all other qualified plans and non-qualified
               plans maintained by the Employer, other than any mandatory
               employer contribution portion of a defined benefit plan,
               including stock option, stock purchase and other similar plans,
               but not including health and welfare benefit plans (other than
               the cash or deferred arrangement portion of a cafeteria plan);

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

               (iv) The Employee agrees to limit Deferral Contributions
               (elective contributions)to the Plan and any other qualified plan
               maintained by the Employer for the Employee's taxable year
               immediately following the taxable year of the hardship
               distribution to the applicable limit under Section 402(g) of the
               Code for such taxable year less the amount of such Employee's
               Deferral Contributions for the taxable year of the hardship
               distribution.

          (3) A Participant must obtain the consent of his or her spouse, if
          any, to obtain a hardship withdrawal, if the provisions of Section
          8.03 apply to the Participant.

     (c) EMPLOYEE CONTRIBUTIONS. A Participant may elect to withdraw, in cash,
     up to one hundred percent of the amount then credited to his Employee
     Contribution Account. Such withdrawals shall be limited to one (1) per Plan
     Year unless this prototype plan document is an amendment of a prior plan
     document, in which case the rules and restrictions governing Employee
     Contribution withdrawals, if any, are incorporated herein by reference.

7.11. PRIOR PLAN IN-SERVICE DISTRIBUTION RULES. If designated by the Employer in
Section 1.11(b), a Participant shall be entitled to withdraw at anytime prior to
his termination of employment, subject to the provisions of Article 8 and the
prior plan, any vested Employer Contributions maintained in a Participant's
Account for the specified period of time.


ARTICLE 8. DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE.

8.01. DISTRIBUTION OF BENEFITS TO PARTICIPANTS AND BENEFICIARIES.

     (a) Distributions from the Trust to a Participant or to the Beneficiary of
     the Participant shall be made in a lump sum in cash or, if elected by the
     Employer in Section 1.11, under a systematic withdrawal plan
     (installment(s)) upon retirement, death, 



                                   40
<PAGE>

     disability, or other termination of employment, unless another form of
     distribution is required or permitted in accordance with paragraph (d) of
     this Section 8.01 or Sections 1.11(c), 8.02, 8.03, 8.04 or 11.02. A
     distribution may be made in Fund Shares, at the election of the
     Participant, pursuant to the qualifying rollover of such distribution to a
     Fidelity Investments individual retirement account.


     (b) Distributions under a systematic withdrawal plan must be made in
     substantially equal annual, or more frequent, installments, in cash, over a
     period certain which does not extend beyond the life expectancy of the
     Participant or the joint life expectancies of the Participant and his
     Beneficiary, or, if the Participant dies prior to the commencement of his
     benefits the life expectancy of the Participant's Beneficiary, as further
     described in Section 8.04.

     (c) Notwithstanding the provisions of Section 8.01(b) above, if a
     Participant's Account is, and at the time of any prior distribution(s) was,
     $3,500 or less, the balance of such Account shall be distributed in a lump
     sum as soon as practicable following retirement, disability, death or other
     termination of employment.

     (d) This paragraph (d) applies to distributions made on or after January 1,
     1993. Notwithstanding any provision of the Plan to the contrary that would
     otherwise limit a distributee's election under this Article 8, a
     distributee may elect, at the time and in the manner prescribed by the
     Administrator, to have any portion of an eligible rollover distribution
     paid directly to an eligible retirement plan specified by the distributee
     in a direct rollover. The following definitions shall apply for purposes of
     this paragraph (d):

          (1) Eligible rollover distribution: An eligible rollover distribution
          is any distribution of all or any portion of the balance to the credit
          of the distributee, except that an eligible rollover distribution does
          not include: any distribution that is one of a series of substantially
          equal periodic payments (not less frequently than annually) made for
          the life (or life expectancy) of the distributee or the joint lives
          (or joint life expectancies) of the distributee and the distributee's
          designated beneficiary, or for a specified period of ten years or
          more; any distribution to the extent such distribution is required
          under Section 401(a)(9) of the Code; and the portion of any
          distribution that is not includable in gross income (determined
          without regard to the exclusion for net unrealized appreciation with
          respect to employer securities).

          (2) Eligible retirement plan: An eligible retirement plan is an
          individual retirement account described in Section 408(a) of the Code,
          an individual retirement annuity described in Section 408(b) of the
          Code, an annuity plan described in Section 403(a) of the Code, or a
          qualified trust described in Section 401(a) of the Code, that accepts
          the distributee's eligible rollover 



                                         41
<PAGE>

          distribution. However, in the case of an eligible rollover
          distribution to a surviving spouse, an eligible retirement plan is an
          individual retirement account or individual retirement annuity.

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

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

8.02. ANNUITY DISTRIBUTIONS. If so provided in Section 1.11(c), a Participant
may elect distributions made in whole or in part in the form of an annuity
contract subject to the provisions of Section 8.03.

     (a)An annuity contract distributed under the Plan must be purchased from an
     insurance company and must be nontransferable. The terms of an annuity
     contract shall comply with the requirements of the Plan and distributions
     under such contract shall be made in accordance with Section 401(a)(9) of
     the Code and the regulations thereunder.

     (b)The payment period of an annuity contract distributed to the Participant
     pursuant to this Section may be as long as the Participant lives. If the
     annuity is payable to the Participant and his spouse or designated
     Beneficiary, the payment period of an annuity contract may be for as long
     as either the Participant or his spouse or designated Beneficiary lives.
     Such an annuity may provide for an annuity certain feature for a period not
     exceeding the life expectancy of the Participant. If the annuity is payable
     to the Participant and his spouse such period may not exceed the joint life
     and last survivor expectancy of the Participant and his spouse, or, if the
     annuity is payable to the Participant and a designated Beneficiary, the
     joint life and last survivor expectancy of the Participant and such
     Beneficiary. If the Participant dies prior to the commencement of his
     benefits, the payment period of an annuity contract distributed to the
     Beneficiary of the Participant may be as long as the Participant's
     Beneficiary lives, and may provide for an annuity certain feature for a
     period not exceeding the life expectancy of the Beneficiary. Any annuity
     contract distributed under the Plan must provide for nonincreasing
     payments.

8.03. JOINT AND SURVIVOR ANNUITIES/PRERETIREMENT SURVIVOR ANNUITIES.

     (a) APPLICATION. The provisions of this Section supersede any conflicting
     provisions of the Plan; however, paragraph (b) of this Section shall not
     apply if the Participant's Account does not exceed or at the time of any 
     prior distribution did not exceed 



                                     42
<PAGE>

     $3,500. A Participant is described in this Section only if (i) the
     Participant has elected distribution of his Account in the form of an
     Annuity Contract in accordance with Section 8.02, or (ii) the Trustee has
     directly or indirectly received a transfer of assets from another plan
     (including a predecessor plan) to which Section 401(a)(11) of the Code
     applies with respect to such Participant.

     (b) RETIREMENT ANNUITY. Unless the Participant elects to waive the
     application of this subsection in a manner satisfying the requirements of
     subsection (d) below, to the extent applicable to the Participant, within
     the 90-day period preceding his Annuity Starting Date (which election may
     be revoked, and if revoked, remade, at any time in such period), the vested
     Account due any Participant to whom this subsection (b) applies will be
     paid to him by the purchase and delivery to him of an annuity contract
     described in Section 8.02 providing a life annuity only form of benefit or,
     if the Participant is married as of his Annuity Starting Date, providing an
     immediate annuity for the life of the Participant with a survivor annuity
     for the life of the Participant's spouse (determined as of the date of
     distribution of the contract) which is 50 percent of the amount of the
     annuity which is payable during the joint lives of the Participant and such
     spouse. The Participant may elect to receive distribution of his benefits
     in the form of such annuity as of the earliest date on which he could elect
     to receive retirement benefits under the Plan. Within the period beginning
     90 days prior to the Participant's Annuity Starting Date and ending 30 days
     prior to such Date, the Administrator will provide such Participant with a
     written explanation of (1) the terms and conditions of the annuity contract
     described herein, (2) the Participant's to make, and the effect of, an
     election to waive application of this subsection, (3) the rights of the
     Participant's spouse under subsection (d), and (4) the right to revoke and
     the period of time necessary to revoke the election to waive application of
     this subsection.

     (c) ANNUITY DEATH BENEFIT. Unless the Participant elects to waive the
     application of this subsection in a manner satisfying the requirements of
     subsection (d) below at any time within the applicable election period
     (which election may be revoked, and if revoked, remade, at any time in such
     period), if a married Participant to whom this Section applies dies before
     his Annuity Starting Date, then notwithstanding any designation of a
     Beneficiary to the contrary, 50 percent of his vested Account will be
     applied to purchase an annuity contract described in Section 8.02 providing
     an annuity for the life of the Participant's surviving spouse, which
     contract will then be promptly distributed to such spouse. In lieu of the
     purchase of such an annuity contract, the spouse may elect in writing to
     receive distributions under the Plan as if he or she had been designated by
     the Participant as his Beneficiary with respect to 50 percent of his
     Account. For purposes of this subsection, the applicable election period
     will commence on the first day of the Plan Year in which the Participant
     attains age 35 and will end on the date of the 


                                   43
<PAGE>

     Participant's death, provided that in the case of a Participant who
     terminates his employment the applicable election period with respect to
     benefits accrued prior to the date of such termination will in no event
     commence later than the date of his termination of employment. A
     Participant may elect to waive the application of this subsection prior to
     the Plan Year in which he attains age 35, provided that any such waiver
     will cease to be effective as of the first day of the Plan Year in which
     the Participant attains age 35.

          The Administrator will provide a Participant to whom this subsection
     applies with a written explanation with respect to the annuity death
     benefit described in this subsection (c) comparable to that required under
     subsection (b) above. Such explanation shall be furnished within whichever
     of the following periods ends last: (1) the period beginning with the first
     day of the Plan Year in which the Participant reaches age 32 and ending
     with the end of the Plan Year preceding the Plan Year in which he reaches
     age 35, (2) a reasonable period ending after the Employee becomes a
     Participant, (3) a reasonable period ending after this Section 8.04 first
     becomes applicable to the Participant in accordance with Section 8.04(a),
     (4) in the case of a Participant who separates from service before age 35,
     a reasonable period of time ending after separation from service. For
     purposes of the preceding sentence, the two-year period beginning one year
     prior to the date of the event described in clause (2), (3) or (4),
     whichever is applicable, and ending one year after such date shall be
     considered reasonable, provided, that in the case of a Participant who
     separates from service under (4) above and subsequently recommences
     employment with the Employer, the applicable period for such Participant
     shall be redetermined in accordance with this subsection.

     (d) REQUIREMENTS OF ELECTIONS. This subsection will be satisfied with
     respect to a waiver or designation which is required to satisfy this
     subsection if such waiver or designation is in writing and either

          (1) the Participant's spouse consents thereto in writing, which
          consent must acknowledge the effect of such waiver or designation and
          be witnessed by a notary public or Plan representative, or

          (2) the Participant establishes to the satisfaction of the
          Administrator that the consent of the Participant's spouse cannot be
          obtained because there is no spouse, because the spouse cannot be
          located, or because of such other circumstances as the Secretary of
          Treasury may prescribe.

               Any consent by a spouse, or establishment that the consent of a
          spouse may not be obtained, will be effective only with respect to a
          specific Beneficiary (including any class of Beneficiaries or any
          contingent Beneficiaries) or form of benefits identified in the
          Participant's waiver or designation, unless the consent of the spouse
          expressly permits designations 



                                       44
<PAGE>

          by the Participant without any requirement of further consent by the
          spouse. A consent which permits such designations by the Participant
          shall acknowledge that the spouse has the right to limit consent to a
          specific Beneficiary and form of benefits and that the spouse
          voluntarily elects to relinquish both such rights. A consent by a
          spouse shall be irrevocable once made. Any such consent, or
          establishment that such consent may not be obtained, will be effective
          only with respect to such spouse. For purposes of subsections (b) and
          (c) above, no consent of a spouse shall be valid unless the notice
          required by whichever subsection is applicable has been provided to
          the Participant.

     (e) FORMER SPOUSE. For purposes of this Section 8.03, a former spouse of a
     Participant will be treated as the spouse or surviving spouse of the
     Participant, and a current spouse will not be so treated, to the extent
     required under a qualified domestic relations order, as defined in Section
     414(p) of the Code.

     (f) VESTED ACCOUNT BALANCE. For purposes of this Section, vested Account
     shall include the aggregate value of the Participant's vested Account
     derived from Employer and Employee Contributions (including rollovers),
     whether vested before or upon death. The provisions of this Section shall
     apply to a Participant who is vested in amounts attributable to Employer
     contributions, Employee Contributions, or both, upon death or at the time
     of distribution.

8.04 INSTALLMENT DISTRIBUTIONS. This Section shall be interpreted and applied in
accordance with the regulations under Section 401(a)(9) of the Code, including
the minimum distribution incidental benefit requirement of Section 1.401(a)(9)-2
of the Proposed Treasury Regulations, or any successor regulations of similar
import.

     (a)IN GENERAL. If a Participant's benefit may be distributed in accordance
     with Section 8.01(b), the amount to be distributed for each calendar year
     for which a minimum distribution is required shall be at least an amount
     equal to the quotient obtained by dividing the Participant's interest in
     his Account by the life expectancy of the Participant or Beneficiary or the
     joint life and last survivor expectancy of the Participant and his
     Beneficiary, whichever is applicable. For calendar years beginning before
     January 1, 1989, if a Participant's Beneficiary is not his spouse, the
     method of distribution selected must insure that at least 50 percent of the
     present value of the amount available for distribution is paid within the
     life expectancy of the Participant. For calendar years beginning after
     December 31, 1988, the amount to be distributed for each calendar year
     shall not be less than an amount equal to the quotient obtained by dividing
     the Participant's interest in his Account by the lesser of (1) the
     applicable life expectancy under Section 8.01(b), or (2) if a Participant's
     Beneficiary is not his spouse, the applicable divisor determined under
     Section 1.401(a)(9)-2, Q&A 4 of the Proposed Treasury Regulations, or any
     successor regulations of similar import. Distributions after the death of
     the Participant shall be made 



                                       45
<PAGE>

     using the applicable life expectancy under (1) above, without regard to
     Section 1.401(a)(9)-2 of such regulations.

          The minimum distribution required under this subsection (a) for the
     calendar year immediately preceding the calendar year in which the
     Participant's required beginning date, as determined under Section 8.08(b),
     occurs shall be made on or before the Participant's required beginning
     date, as so determined. Minimum distributions for other calendar years
     shall be made on or before the close of such calendar year.

     (b)ADDITIONAL REQUIREMENTS FOR DISTRIBUTIONS AFTER DEATH OF PARTICIPANT.

          (1) DISTRIBUTION BEGINNING BEFORE DEATH. If the Participant dies
          before distribution of his benefits has begun, distributions shall be
          made in accordance with the provisions of this paragraph.
          Distributions under Section 8.01(a) shall be completed by the close of
          the calendar year in which the fifth anniversary of the death of the
          Participant occurs. Distributions under Section 8.01(b) shall
          commence, if the Beneficiary is not the Participant's spouse, not
          later than the close of the calendar year immediately following the
          calendar year in which the death of the Participant occurs.
          Distributions under Section 8.01(b) to a Beneficiary who is the
          Participant's surviving spouse shall commence not later than the close
          of the calendar year in which the Participant would have attained age
          70 1/2 or, if later, the close of the calendar year immediately
          following the calendar year in which the death of the Participant
          occurs. In the event such spouse dies prior to the date distribution
          to him or her commences, he or she will be treated for purposes of
          this subsection (other than the preceding sentence) as if he or she
          were the Participant. If the Participant has not designated a
          Beneficiary, or the Participant or Beneficiary has not effectively
          selected a method of distribution, distribution of the Participant's
          benefit shall be completed by the close of the calendar year in which
          the fifth anniversary of the death of the Participant occurs.

          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.

          For purposes of this subsection (b)(1), the life expectancy of a
          Beneficiary who is the Participant's surviving spouse shall be
          recalculated annually unless the Participant's spouse irrevocably
          elects otherwise prior to the time distributions are required to
          begin. Life expectancy shall be computed in accordance with the
          provisions of subsection (a) above.

          (2) DISTRIBUTION BEGINNING AFTER DEATH. If the Participant dies after
          distribution of his benefits has begun, distributions to the
          Participant's Beneficiary will be made at least as 



                                     46
<PAGE>

          rapidly as under the method of distribution being used as of the date
          of the Participant's death.

          For purposes of this Section 8.04(b), distribution of a Participant's
     interest in his Account will be considered to begin as of the Participant's
     required beginning date, as determined under Section 8.08(b). If
     distribution in the form of an annuity irrevocably commences prior to such
     date, distribution will be considered to begin as of the actual date
     distribution commences.

     (c) LIFE EXPECTANCY. For purposes of this Section, life expectancy shall be
     recalculated annually in the case of the Participant or a Beneficiary who
     is the Participant's spouse unless the Participant or Beneficiary
     irrevocably elects otherwise prior to the time distributions are required
     to begin. If not recalculated in accordance with the foregoing, life
     expectancy shall be calculated using the attained age of the Participant or
     Beneficiary, whichever is applicable, as of such individual's birth date in
     the first year for which a minimum distribution is required reduced by one
     for each elapsed calendar year since the date life expectancy was first
     calculated. For purposes of this Section, life expectancy and joint life
     and last survivor expectancy shall be computed by use of the expected
     return multiples in Table V and VI of section 1.72-9 of the income tax
     Regulations.

          A Participant's interest in his Account for purposes of this Section
     8.04 shall be determined as of the last valuation date in the calendar year
     immediately preceding the calendar year for which a minimum distribution is
     required, increased by the amount of any contributions allocated to, and
     decreased by any distributions from, such Account after the valuation date.
     Any distribution for the first year for which a minimum distribution is
     required made after the close of such year shall be treated as if made
     prior to the close of such year.

8.05. IMMEDIATE DISTRIBUTIONS. If the Account distributable to a Participant
exceeds, or at the time of any prior distribution exceeded, $3,500, no
distribution will be made to the Participant before he reaches his Normal
Retirement Age (or age 62, if later), unless the written consent of the
Participant has been obtained. Such consent shall be made in writing within the
90-day period ending on the Participant's Annuity Starting Date. Within the
period beginning 90 days before the Participant's Annuity Starting Date and
ending 30 days before such Date, the Administrator will provide such Participant
with written notice comparable to the notice described in Section 8.03(b)
containing a general description of the material features and an explanation of
the relative values of the optional forms of benefit available under the Plan
and informing the Participant of his right to defer receipt of the distribution
until his Normal Retirement Age (or age 62, if later).

     The consent of the Participant's spouse must also be obtained if the
Participant is subject to the provisions of Section 8.03(a), unless the
distribution will be made in the form of the applicable retirement 



                                  47
<PAGE>

annuity contract described in Section 8.03(b). A spouse's consent to early
distribution, if required, must satisfy the requirements of Section 8.03(d).

     Neither the consent of the Participant nor the Participant's spouse shall
be required to the extent that a distribution is required to satisfy Section
401(a)(9) or Section 415 of the Code. In addition, upon termination of the Plan
if it does not offer an annuity option (purchased from a commercial provider)
and if the Employer or any Related Employer does not maintain another defined
contribution plan (other than an employee stock ownership plan as defined in
Code Section 4975(e)(7)) the Participant's Account will, without the
Participant's consent, be distributed to the Participant. However, if any
Related Employer maintains another defined contribution plan (other than an
employee stock ownership plan as defined in Section 4975(e)(7) of the Code) then
the Participant's Account will be transferred, without the Participant's
consent, to the other plan if the Participant does not consent to an immediate
distribution.

8.06. DETERMINATION OF METHOD OF DISTRIBUTION. The Participant will determine
the method of distribution of benefits to himself and may determine the method
of distribution to his Beneficiary. Such determination will be made prior to the
time benefits become payable under the Plan. If the Participant does not
determine the method of distribution to his Beneficiary or if the Participant
permits his Beneficiary to override his determination, the Beneficiary, in the
event of the Participant's death, will determine the method of distribution of
benefits to himself as if he were the Participant. A determination by the
Beneficiary must be made no later than the close of the calendar year in which
distribution would be required to begin under Section 8.04(b) or, if earlier,
the close of the calendar year in which the fifth anniversary of the death of
the Participant occurs.

8.07. NOTICE TO TRUSTEE. The Administrator will notify the Trustee in writing
whenever any Participant or Beneficiary is entitled to receive benefits under
the Plan. The Administrator's notice shall indicate the form of benefits that
such Participant or Beneficiary shall receive and (in the case of distributions
to a Participant) the name of any designated Beneficiary or Beneficiaries.

8.08. TIME OF DISTRIBUTION. In no event will distribution to a Participant be
made latest than the earlier of the dates described in (a) and (b) below:

     (a) Absent the consent of the Participant (and his spouse, if appropriate),
     the 60th day after the close of the Plan Year in which occurs the later of
     the date on which the Participant attains age 65, the date on which the
     Participant ceases to be employed by the Employer, or the 10th anniversary
     of the year in which the Participant commenced participation in the Plan;
     and

     (b) April 1 of the calendar year first following the calendar year in which
     the Participant attains age 70 1/2 or, in the case of a Participant who had
     attained age 70 1/2 before January 1, 1988, 



                                    48
<PAGE>

     the required beginning date determined in accordance with (1) or (2) below:

          (1) The required beginning date of a Participant who is not a
          5-percent owner is the first day of April of the calendar year
          following the calendar year in which the later of retirement or
          attainment of age 70 1/2 occurs.

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

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

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

     Notwithstanding the foregoing, in the case of a Participant who attained 
age 70 1/2 during 1988 and who had not retired prior to January 1, 1989, the 
required beginning date described in this paragraph shall be April 1, 1990.

     Notwithstanding (a) above, the failure of a Participant (and spouse) to 
consent to a distribution while a benefit is immediately distributable, 
within the meaning of Section 8.05, shall be deemed to be an election to 
defer commencement of payment of any benefit sufficient to satisfy (a) above. 

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

     For purposes of (b) above, a Participant is treated as a 5-percent owner 
if such Participant is a 5-percent owner as defined in Section 416(i) of the 
Code (determined in accordance with Section 416 but without regard to whether 
the Plan is top-heavy) at any time during the Plan Year ending with or within 
the calendar year in which such owner attains age 66 1/2 or any subsequent 
Plan Year.

     The Administrator shall notify the Trustee in writing whenever a 
distribution is necessary in order to comply with the minimum distribution 
rules set forth in this Section.

8.09. WHEREABOUTS OF PARTICIPANTS AND BENEFICIARIES. The Administrator will at
all times be responsible for determining the whereabouts of each Participant or
Beneficiary who may be entitled to benefits under the Plan and will at all times
be responsible for instructing the Trustee in writing as to the current address
of each such Participant or Beneficiary. The Trustee will be entitled to rely on
the latest written statement received from the Administrator as to such
addresses. The Trustee will be under no duty to make any distributions under the
Plan 



                                   49
<PAGE>

unless and until it has received written instructions from the Administrator
satisfactory to the Trustee containing the name and address of the distributee,
the time when the distribution is to occur, and the form which the distribution
will take. Notwithstanding the foregoing, if the Trustee attempts to make a
distribution in accordance with the Administrator's instructions but is unable
to make such distribution because the whereabouts of the distributee is unknown,
the Trustee will notify the Administrator of such situation and thereafter the
Trustee will be under no duty to make any further distributions to such
distributee until it receives further written instructions from the
Administrator. If a benefit is forfeited because the Administrator determines
that the Participant or Beneficiary cannot be found, such benefit will be
reinstated by the Sponsor if a claim is filed by the Participant or Beneficiary
with the Administrator and the Administrator confirms the claim to the Sponsor.


ARTICLE 9. TOP-HEAVY PROVISIONS.

9.01 APPLICATION. If the Plan is or becomes a Top-Heavy Plan in any Plan Year or
is automatically deemed to be Top-Heavy in accordance with the Employer's
election in Section 1.12(a)(1) of the Adoption Agreement, the provisions of this
Article 9 shall supersede any conflicting provision in the Plan.

9.02 DEFINITIONS. For purposes of this Article 9, the following terms have the
meanings set forth below:

     (a) KEY EMPLOYEE. Any Employee or former Employee (and the Beneficiary of
     any such Employee) who at any time during the determination period was (1)
     an officer of the Employer whose annual Compensation exceeds 50 percent of
     the dollar limitation under Section 415(b)(1)(A) of the Code, (2) an owner
     (or considered an owner under Section 318 of the Code) of one of the ten
     largest interests in the Employer if such individual's annual Compensation
     exceeds the dollar limitation under Section 415(c)(1)(A) of the Code, (3) a
     5-percent owner of the Employer, or (4) a 1-percent owner of the Employer
     who has annual Compensation of more than $150,000. For purposes of this
     paragraph, the determination period is the Plan Year containing the
     Determination Date and the four preceding Plan Years. The determination of
     who is a Key Employee shall be made in accordance with Section 416(i)(1) of
     the Code and the regulations thereunder. Annual Compensation means
     compensation as defined in Section 5.03(e)(2), but including amounts
     contributed by the Employer pursuant to a salary reduction agreement which
     are excludable from the employee's gross income under Section 125, Section
     402(a)(8), and Section 403(b) of the Code.

     (b) TOP-HEAVY PLAN. The Plan is a Top-Heavy Plan if any of the following
     conditions exists:

          (1) the Top-Heavy Ratio for the Plan exceeds 60 percent and the Plan
          is not part of any Required Aggregation Group or Permissive
          Aggregation Group,



                                   50
<PAGE>

          (2) the Plan is a part of a Required Aggregation Group but not part of
          a Permissive Aggregation Group and the Top-Heavy Ratio for the
          Required Aggregation Group exceeds 60 percent, or

          (3) the Plan is a part of a Required Aggregation Group and a
          Permissive Aggregation Group and the Top-Heavy Ratio for both Groups
          exceeds 60 percent.

     (c) TOP-HEAVY RATIO.

          (1) With respect to this Plan, or with respect to any Required
          Aggregation Group or Permissive Aggregation Group that consists solely
          of defined contribution plans (including any simplified employee
          pension plans) and the Employer has not maintained any defined benefit
          plan which during the 5-year period ending on the determination
          date(s) has or has had accrued benefits, the Top-Heavy Ratio is a
          fraction, the numerator of which is the sum of the account balances of
          all Key Employees under the plans 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) of all participants under the plans as of the Determination
          Date. Both the numerator and denominator of the Top-Heavy Ratio shall
          be increased, to the extent required by Section 416 of the Code, to
          reflect any contribution which is due but unpaid as of the
          Determination Date.

          (2) With respect to any Required Aggregation Group or Permissive
          Aggregation Group that includes one or more defined benefit plans
          which, during the 5-year period ending on the Determination Date, has
          covered or could cover a Participant in this Plan, the Top-Heavy Ratio
          is a fraction, the numerator of which is the sum of the account
          balances under the defined contribution plans for all Key Employees
          and the present value of accrued benefits under the defined benefit
          plans for all Key Employees, and the denominator of which is the sum
          of the account balances under the defined contribution plans for all
          participants and the present value of accrued benefits under the
          defined benefit plans for all participants. Both the numerator and
          denominator of the Top-Heavy Ratio shall be increased for any
          distribution of an account balance or an accrued benefit made in the
          5-year period ending on the Determination Date and any contribution
          due but unpaid as of the Determination Date.

          (3) For purposes of (1) and (2) above, the value of Accounts 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 Section
          416 of the Code and the regulations thereunder for the first and
          second plan years of a defined benefit plan. The Account and accrued
          benefits of a Participant 



                                         51
<PAGE>

          (A) who is not a Key Employee but who was a Key Employee in a prior
          year, or (B) who has not been credited with at least one Hour of
          Service with the Employer 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, shall be made in accordance with
          Section 416 of the Code and the regulations thereunder. Deductible
          employee contributions shall not be taken into account for purposes of
          computing the Top-Heavy Ratio. When aggregating plans, the value of
          Accounts and accrued benefits shall be calculated with reference to
          the Determination Dates that fall within the same calendar year.

               For purposes of determining if the Plan, or any other plan
          included in a Required Aggregation Group of which this Plan is a part,
          is a Top-Heavy Plan, the accrued benefit in a defined benefit plan of
          an Employee other than a Key Employee shall be determined under (i)
          the method, if any, that uniformly applies for accrual purposes under
          all 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 accrual rate of Section
          411(b)(1)(C) of the Code.

     (d) PERMISSIVE AGGREGATION GROUP. The Required Aggregation Group plus any
     other qualified plans of the Employer or a Related Employer which, when
     considered as a group with the Required Aggregation Group, would continue
     to satisfy the requirements of Sections 401(a)(4) and 410 of the Code.

     (e) REQUIRED AGGREGATION GROUP.

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

          (2) any other qualified plan of the Employer or Related Employer which
          enables a plan described in (1) above to meet the requirements of
          Sections 401(a)(4) or 410 of the Code.

     (f) DETERMINATION DATE. For any Plan Year of the Plan subsequent to the
     first Plan Year, the last day of the preceding Plan Year. For the first
     Plan Year of the Plan, the last day of that Plan Year.

     (g) VALUATION DATE. The Determination Date.

     (h) PRESENT VALUE. Present value shall be based only on the interest rate
     and mortality table specified in the Adoption Agreement.


9.03. MINIMUM CONTRIBUTION.



                                   52
<PAGE>

     (a) Except as otherwise provided in (b) and (c) below, the
     Fixed/Discretionary Contributions made on behalf of any Participant who is
     not a Key Employee shall not be less than the lesser of 3 percent (or such
     other percent elected by the Employer in Section 1.12(c)) of such
     Participant's Compensation or, in the case where the Employer has no
     defined benefit plan which designates this Plan to satisfy Section 401 of
     the Code, the largest percentage of Employer contributions, as a percentage
     of the first $200,000 of the Key Employee's Compensation, made on behalf of
     any Key Employee for that year. If the Employer selected the Integrated
     Formula in Section 1.05(a)(2), the minimum contribution shall be determined
     under paragraph (e) of this Section 9.03. Further, the minimum contribution
     under this Section 9.03 shall be made even though, under other Plan
     provisions, the Participant would not otherwise be entitled to receive a
     contribution, or would have received a lesser contribution for the year,
     because (1) the Participant failed to complete 1,000 Hours of Service or
     any equivalent service requirement provided in the Adoption Agreement; or
     (2) the Participant's Compensation was less than a stated amount.

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

     (c) The Employer contributions for the Plan Year made on behalf of each
     Participant who is not a Key Employee and who is a participant in a defined
     benefit plan maintained by the Employer shall not be less than 5 percent of
     such Participant's Compensation, unless the Employer has provided in
     Section 1.12(c) that the minimum contribution requirement will be met in
     the other plan or plans of the Employer.

     (d) The minimum contribution required under (a) above (to the extent
     required to be nonforfeitable under Section 416(b) of the Code) may not be
     forfeited under Section 411(a)(3)(B) or 411(a)(3)(D) of the Code.

     (e) If the Employer elected an Integrated Formula in Section 1.05(a)(2),
     the allocation steps in Section 4.06(b)(2) shall be preceded by the
     following steps:

          (1) The Discretionary Employer Contributions will be allocated to each
          eligible Participant (as determined under this Section 9.03) in the
          ratio that the Participant's Compensation bears to all Participants'
          Compensation, but not in excess of 3%(or such other percent elected by
          the Employer in Section 1.12(c).

          (2) Any Discretionary Employer Contributions remaining after (e)(1)
          above will be allocated to each eligible Participant in the ratio that
          the Participant's Excess Compensation for the Plan Year bears to the
          Excess Compensation of all eligible Participants, but not in excess of
          3%(or such other percent elected by the Employer in Section 1.12(c)).



                                    53


<PAGE>


9.04. ADJUSTMENT TO THE LIMITATION ON CONTRIBUTIONS AND BENEFITS. If this Plan
is in Top-Heavy status, the number 100 shall be substituted for the number 125
in subsections (e)(3) and (e)(4) of Section 5.03. However, this substitution
shall not take effect with respect to this Plan in any Plan Year in which the
following requirements are satisfied:

     (a)The Employer contributions for such Plan Year made on behalf of each
     Participant who is not a Key Employee and who is a participant in a defined
     benefit plan maintained by the Employer is not less than 7 1/2 percent of
     such Participant's Compensation.

     (b)The sum of the present value as of the Determination Date of (1) the
     aggregate accounts of all Key Employees under all defined contribution
     plans of the Employer and (2) the cumulative accrued benefits of all Key
     Employees under all defined benefit plans of the Employer does not exceed
     90 percent of the same amounts determined for all Participants under all
     plans of the Employer that are Top-Heavy Plans, excluding Accounts and
     accrued benefits for Employees who formerly were but are no longer Key
     Employees.

     The substitutions of the number 100 for 125 shall not take effect in any
     Limitation Year with respect to any Participant for whom no benefits are
     accrued or contributions made for such Year.

9.05. MINIMUM VESTING. For any Plan Year in which the Plan is a Top-Heavy Plan
and all Plan Years thereafter, the Top-Heavy vesting schedule elected in Section
1.12(d) will automatically apply to the Plan. The Top-Heavy vesting schedule
applies to all benefits within the meaning of Section 411(a)(7) of the Code
except those attributable to Employee Contributions or those already subject to
a vesting schedule which vests at least as rapidly in all cases as the schedule
elected in Section 1.12(d), including benefits accrued before the Plan becomes a
Top-Heavy Plan. Further, no decrease in a Participant's nonforfeitable
percentage may occur in the event the Plan's status as a Top-Heavy Plan changes
for any Plan Year. However, this Section 9.05 does not apply to the Account of
any Employee who does not have an Hour of Service after the Plan has initially
become a Top-Heavy Plan and such Employee's Account attributable to Employer
Contributions will be determined without regard to this Section 9.05.

ARTICLE 10. AMENDMENT AND TERMINATION.

10.01 AMENDMENT BY EMPLOYER. The Employer reserves the authority, subject to the
provisions of Article 1 and Section 10.03, to amend the Plan:


     (a) CHANGES TO ELECTIONS CONTAINED IN THE ADOPTION AGREEMENT. By filing
     with the Trustee an amended Adoption Agreement, executed by the Employer
     only, on which said Employer has indicated a change or changes in
     provisions previously elected by it. Such changes are to be effective on
     the effective date of such amended Adoption 



                                   54

<PAGE>


     Agreement except that retroactive changes to a previous election or
     elections pursuant to the regulations issued under Section 401(a)(4) of the
     Code shall be permitted. Any such change notwithstanding, no Participant's
     Account shall be reduced by such change below the amount to which the
     Participant would have been entitled if he had voluntarily left the employ
     of the Employer immediately prior to the date of the change. The Employer
     may from time to time make any amendment to the Plan that may be necessary
     to satisfy Sections 415 or 416 of the Code because of the required
     aggregation of multiple plans by completing overridingplan language in the
     Adoption Agreement. The Employer may also 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; or

     (b) OTHER CHANGES. By amending any provision of the Plan for any reason
     other than those specified in (a) above. However, upon making such
     amendment, including a waiver of the minimum funding requirement under
     Section 412(d) of the Code, the Employer may no longer participate in this
     prototype plan arrangement and will be deemed to have an individually
     designed plan. Following such amendment, the Trustee may transfer the
     assets of the Trust to the trust forming part of such newly adopted plan
     upon receipt of sufficient evidence (such as a determination letter or
     opinion letter from the Internal Revenue Service or an opinion of counsel
     satisfactory to the Trustee) that such trust will be a qualified trust
     under the Code.

10.02. AMENDMENT BY PROTOTYPE SPONSOR. The Prototype Sponsor may in its
discretion amend the Plan or the Adoption Agreement at any time, subject to the
provisions of Article 1 and Section 10.03, and provided that the Prototype
Sponsor mails a copy of such amendment to the Employer at its last known address
as shown on the books of the Prototype Sponsor.

10.03. AMENDMENTS AFFECTING VESTED AND/OR ACCRUED BENEFITS.

     (a)Except as permitted by Section 10.04, no amendment to the Plan shall be
     effective to the extent that it has the effect of decreasing a
     Participant's Account or eliminating an optional form of benefit with
     respect to benefits attributable to service before the amendment.
     Furthermore, if the vesting schedule of the Plan is amended, the
     nonforfeitable interest of a Participant in his Account, determined as of
     the later of the date the amendment is adopted or the date it becomes
     effective, will not be less than the Participant's nonforfeitable interest
     in his Account determined without regard to such amendment.

     (b)If the Plan's vesting schedule is amended, including any amendment
     resulting from a change to or from Top-Heavy Plan status, or the Plan is
     amended in any way that directly or indirectly affects the computation of a
     Participant's nonforfeitable interest in his Account, each Participant with
     at least three (3) Years of Service for Vesting with the Employer may
     elect, within a 



                                      55
<PAGE>

     reasonable period after the adoption of the amendment, to have the
     nonforfeitable percentage of his Account computed under the Plan without
     regard to such amendment. The Participant's election may be made within 60
     days from the latest of (1) the date the amendment is adopted, (2) the date
     the amendment becomes effective, or (3) the date the Participant is issued
     written notice of the amendment by the Employer or the Administrator.

10.04. RETROACTIVE AMENDMENTS. An amendment made by the Prototype Sponsor in
accordance with Section 10.02 may be made effective on a date prior to the first
day of the Plan Year in which it is adopted if such amendment is necessary or
appropriate to enable the Plan and Trust to satisfy the applicable requirements
of the Code or to conform the Plan to any change in federal law, or to any
regulations or ruling thereunder. Any retroactive amendment by the Employer
shall be subject to the provisions of Section 10.01.

10.05. TERMINATION. The Employer has adopted the Plan with the intention and
expectation that contributions will be continued indefinitely. However, said
Employer has no obligation or liability whatsoever to maintain the Plan for any
length of time and may discontinue contributions under the Plan or terminate the
Plan at any time by written notice delivered to the Trustee without any
liability hereunder for any such discontinuance or termination.

10.06. DISTRIBUTION UPON TERMINATION OF THE PLAN. Upon termination or partial
termination of the Plan or complete discontinuance of contributions thereunder,
each Participant (including a terminated Participant with respect to amounts not
previously forfeited by him) who is affected by such termination or partial
termination or discontinuance will have a fully vested interest in his Account,
and, subject to Section 4.05 and Article 8, the Trustee will distribute to each
Participant or other person entitled to distribution the balance of the
Participant's Account in a single lump sum payment. In the absence of such
instructions, the Trustee will notify the Administrator of such situation and
the Trustee will be under no duty to make any distributions under the Plan until
it receives written instructions from the Administrator. Upon the completion of
such distributions, the Trust will terminate, the Trustee will be relieved from
all liability under the Trust, and no Participant or other person will have any
claims thereunder, except as required by applicable law.

10.07. MERGER OR CONSOLIDATION OF PLAN; TRANSFER OF PLAN ASSETS. In case of any
merger or consolidation of the Plan with, or transfer of assets and liabilities
of the Plan to, any other plan, provision must be made so that each Participant
would, if the Plan then terminated, receive a benefit immediately after the
merger, consolidation or transfer which is equal to or greater than the benefit
he would have been entitled to receive immediately before the merger,
consolidation or transfer if the Plan had then terminated.



                                56
<PAGE>

ARTICLE 11. AMENDMENT AND CONTINUATION OF PREDECESSOR PLAN; TRANSFER OF FUNDS TO
OR FROM OTHER QUALIFIED PLANS.

11.01. AMENDMENT AND CONTINUATION OF PREDECESSOR PLAN. In the event the Employer
has previously established a plan (the "predecessor plan") which is a defined
contribution plan under the Code and which on the date of adoption of the Plan
meets the applicable requirements of section 401(a) of the Code, the Employer
may, in accordance with the provisions of the predecessor plan, amend and
continue the predecessor plan in the form of the Plan and become the Employer
hereunder, subject to the following:

     (a) Subject to the provisions of the Plan, each individual who was a
     Participant or former Participant in the predecessor plan immediately prior
     to the effective date of such amendment and continuation will become a
     Participant or former Participant in the Plan;

     (b) No election may be made under the vesting provisions of the Adoption
     Agreement if such election would reduce the benefits of a Participant under
     the Plan to less than the benefits to which he would have been entitled if
     he voluntarily separated from the service of the Employer immediately prior
     to such amendment and continuation;

     (c) No amendment to the Plan shall decrease a Participant's accrued benefit
     or eliminate an optional form of benefit and if the amendment of the
     predecessor plan in the form of the Plan results in a change in the method
     of crediting service for vesting purposes between the general method set
     forth in Section 2530.200b-2 of the Department of Labor Regulations and the
     elapsed-time method in Section 2.01(a)(33) of the Plan, each Participant
     with respect to whom the method of crediting vesting service is changed
     shall be treated in the manner set forth by the provisions of Section
     1.410(a)-7(f)(1) of the Treasury Regulations which are incorporated herein
     by reference;

     (d) The amounts standing to the credit of a Participant's Account
     immediately prior to such amendment and continuation which represent the
     amounts properly attributable to (1) contributions by the Participant and
     (2) contributions by the Employer and forfeitures will constitute the
     opening balance of his Account or Accounts under the Plan;

     (e) Amounts being paid to a former Participant or to a Beneficiary in
     accordance with the provisions of the predecessor plan will continue to be
     paid in accordance with such provisions;

     (f) Any election and waiver of the qualified pre-retirement annuity in
     effect after August 23, 1984, under the predecessor plan immediately before
     such amendment and continuation will be deemed a valid election and waiver
     of Beneficiary under Section 8.04 if such designation satisfies the
     requirements of Section 8.04(d), unless 



                                   57
<PAGE>

     and until the Participant revokes such election and waiver under the Plan;
     and

     (g) Unless the Employer and the Trustee agree otherwise, all assets of the
     predecessor trust will be deemed to be assets of the Trust as of the
     effective date of such amendment. Such assets will be invested by the
     Trustee as soon as reasonably practicable pursuant to Article 6. The
     Employer agrees to assist the Trustee in any way requested by the Trustee
     in order to facilitate the transfer of assets from the predecessor trust to
     the Trust Fund.

11.02. TRANSFER OF FUNDS FROM AN EXISTING PLAN. The Employer may from time to
time direct the Trustee, in accordance with such rules as the Trustee may
establish, to accept cash, allowable Fund Shares or participant loan promissory
notes transferred for the benefit of Participants from a trust forming part of
another qualified plan under the Code, provided such plan is a defined
contribution plan. Such transferred assets will become assets of the Trust as of
the date they are received by the Trustee. Such transferred assets will be
credited to Participants' Accounts in accordance with their respective interests
immediately upon receipt by the Trustee. A Participant's interest under the Plan
in transferred assets which were fully vested and nonforfeitable under the
transferring plan will be fully vested and nonforfeitable at all times. Such
transferred assets will be invested by the Trustee in accordance with the
provisions of paragraph (g) of Section 11.01 as if such assets were transferred
from a predecessor plan. No transfer of assets in accordance with this Section
may cause a loss of an accrued or optional form of benefit protected by Section
411(d)(6) of the Code.

11.03. ACCEPTANCE OF ASSETS BY TRUSTEE. The Trustee will not accept assets which
are not either in a medium proper for investment under the Plan, as set forth in
Section 1.14(b), or in cash. Such assets shall be accompanied by written
instructions showing separately the respective contributions by the prior
employer and by the Employee, and identifying the assets attributable to such
contributions. The Trustee shall establish such accounts as may be necessary or
appropriate to reflect such contributions under the Plan. The Trustee shall hold
such assets for investment in accordance with the provisions of Article 6, and
shall in accordance with the written instructions of the Employer make
appropriate credits to the Accounts of the Participants for whose benefit assets
have been transferred.

11.04. TRANSFER OF ASSETS FROM TRUST. The Employer may direct the Trustee to
transfer all or a specified portion of the Trust assets to any other plan or
plans maintained by the Employer or the employer or employers of a former
Participant or Participants, provided that the Trustee has received evidence
satisfactory to it that such other plan meets all applicable requirements of the
Code. The assets so transferred shall be accompanied by written instructions
from the Employer naming the persons for whose benefit such assets have been
transferred, showing separately the respective contributions by the Employer and
by each Participant, if any, and identifying the assets 



                                  58
<PAGE>

attributable to the various contributions. The Trustee shall have no further
liabilities with respect to assets so transferred.















                                     59
<PAGE>

ARTICLE 12. MISCELLANEOUS.

12.01. COMMUNICATION TO PARTICIPANTS. The Plan will be communicated to all
Participants by the Employer promptly after the Plan is adopted.

12.02. LIMITATION OF RIGHTS. Neither the establishment of the Plan and the
Trust, nor any amendment thereof, nor the creation of any fund or account, nor
the payment of any benefits, will be construed as giving to any Participant or
other person any legal or equitable right against the Employer, Administrator or
Trustee, except as provided herein; and in no event will the terms of employment
or service of any Participant be modified or in any way affected hereby. It is a
condition of the Plan, and each Participant expressly agrees by his
participation herein, that each Participant will look solely to the assets held
in the Trust for the payment of any benefit to which he is entitled under the
Plan.

12.03. NONALIENABILITY OF BENEFITS AND QUALIFIED DOMESTIC RELATIONS ORDERS. The
benefits provided hereunder will not be subject to alienation, assignment,
garnishment, attachment, execution or levy of any kind, either voluntarily or
involuntarily, and any attempt to cause such benefits to be so subjected will
not be recognized, except to such extent as may be required by law. The
preceding sentence shall also apply to the creation, assignment, or recognition
of a right to any benefit payable with respect to a Participant pursuant to a
domestic relations order, unless such order is determined by the Plan
Administrator to be a qualified domestic relations order, as defined in Section
414(p) of the Code, or any domestic relations order entered before January 1,
1985. The Administrator must establish reasonable procedures to determine the
qualified status of a domestic relations order. Upon receiving a domestic
relations order, the Administrator will promptly notify the Participant and any
alternate payee named in the order, in writing, of the receipt of the order and
the Plan's procedures for determining the qualified status of the order. Within
a reasonable period of time after receiving the domestic relations order, the
Administrator must determine the qualified status of the order and must notify
the Participant and each alternate payee, in writing, of its determination. The
Administrator must provide notice under this paragraph by mailing to the
individual's address specified in the domestic relations order, or in a manner
consistent with the Department of Labor regulations.

     If any portion of the Participant's Account is payable during the period
the Administrator is making its determination of the qualified status of the
domestic relations order, the Administrator must make a separate accounting of
the amounts payable. If the Administrator determines the order is a qualified
domestic relations order within 18 months of the date amounts first are payable
following receipt of the order, the Administrator will direct the Trustee to
distribute the payable amounts in accordance with the order. If the
Administrator does not make his determination of the qualified status of the
order within the 18-month determination period, the Administrator will direct
the Trustee to distribute the payable amounts in the manner the Plan would
distribute if the order did not exist and will apply the order 



                                60
<PAGE>

prospectively if the Administrator later determines the order is a qualified
domestic relations order.

     A domestic relations order will not fail to be deemed a qualified domestic
relations order merely because it requires the distribution or segregation of
all or part of a Participant's Account with respect to an alternate payee prior
to the Participant's earliest retirement age (as defined in Section 414(p) of
the Code) under the Plan. A distribution to an alternate payee prior to the
Participant's attainment of the earliest retirement age is available only if (a)
the order specifies distribution at that time and (b) if the present value of
the alternate payee's benefits under the Plan exceeds $3,500, and the order
requires, and the alternate payee consents to, a distribution occurring prior to
the Participant's attainment of earliest retirement age.

12.04. FACILITY OF PAYMENT. In the event the Administrator determines, on the
basis of medical reports or other evidence satisfactory to the Administrator,
that the recipient of any benefit payments under the Plan is incapable of
handling his affairs by reason of minority, illness, infirmity or other
incapacity, the Administrator may direct the Trustee to disburse such payments
to a person or institution designated by a court which has jurisdiction over
such recipient or a person or institution otherwise having the legal authority
under state law for the care and control of such recipient. The receipt by such
person or institution of any such payments shall be complete acquittance
therefore, and any such payment to the extent thereof, shall discharge the
liability of the Trust for the payment of benefits hereunder to such recipient.

12.05. INFORMATION BETWEEN EMPLOYER AND TRUSTEE. The Employer agrees to furnish
the Trustee, and the Trustee agrees to furnish the Employer, with such
information relating to the Plan and Trust as may be required by the other in
order to carry out their respective duties hereunder, including without
limitation information required under the Code and any regulations issued or
forms adopted by the Treasury Department thereunder or under the provisions of
ERISA and any regulations issued or forms adopted by the Labor Department
thereunder.

12.06. EFFECT OF FAILURE TO QUALIFY UNDER CODE. Notwithstanding any other
provision contained herein, if the Employer fails to obtain or retain approval
of the Plan by the Internal Revenue Service as a qualified Plan under the Code,
the Employer may no longer participate in this prototype Plan arrangement and
will be deemed to have an individually designed plan.

12.07. NOTICES. Any notice or other communication in connection with this Plan
shall be deemed delivered in writing if addressed as provided below and if
either actually delivered at said address or, in the case of a letter, three
business days shall have elapsed after the same shall have been deposited in the
United States mails, first-class postage prepaid and registered or certified:



                                   61


<PAGE>


     (a) If to the Employer or Administrator, to it at the address set forth in
     the Adoption Agreement, to the attention of the person specified to receive
     notice in the Adoption Agreement;

     (b) If to the Trustee, to it at the address set forth in the Adoption
     Agreement;

or, in each case at such other address as the addressee shall have specified by
written notice delivered in accordance with the foregoing to the addressor's
then effective notice address.

12.08. GOVERNING LAW. The Plan and the accompanying Adoption Agreement will be
construed, administered and enforced according to ERISA, and to the extent not
preempted thereby, the laws of the Commonwealth of Massachusetts.

ARTICLE 13. PLAN ADMINISTRATION.

13.01. POWERS AND RESPONSIBILITIES OF THE ADMINISTRATOR. The Administrator has
the full power and the full responsibility to administer the Plan in all of its
details, subject, however, to the requirements of ERISA. The Administrator's
powers and responsibilities include, but are not limited to, the following:

     (a) To make and enforce such rules and regulations as it deems necessary or
     proper for the efficient administration of the Plan;

     (b) To interpret the Plan, its interpretation thereof in good faith to be
     final and conclusive on all persons claiming benefits under the Plan;

     (c) To decide all questions concerning the Plan and the eligibility of any
     person to participate in the Plan;

     (d) To administer the claims and review procedures specified in Section
     13.03;

     (e) To compute the amount of benefits which will be payable to any
     Participant, former Participant or Beneficiary in accordance with the
     provisions of the Plan;

     (f) To determine the person or persons to whom such benefits will be paid;

     (g) To authorize the payment of benefits and provide for the distribution
     of Code Section 402(f) notices;

     (h) To comply with the reporting and disclosure requirements of Part 1 of
     Subtitle B of Title I of ERISA;

     (i) To appoint such agents, counsel, accountants, and consultants as may be
     required to assist in administering the Plan;



                                        62
<PAGE>

     (j) By written instrument, to allocate and delegate its fiduciary
     responsibilities in accordance with Section 405 of ERISA including the
     formation of an Administrative Committee to administer the Plan;

     (k) To provide bonding coverage as required under Section 412 of ERISA.

13.02. NONDISCRIMINATORY EXERCISE OF AUTHORITY. Whenever, in the administration
of the Plan, any discretionary action by the Administrator is required, the
Administrator shall exercise its authority in a nondiscriminatory manner so that
all persons similarly situated will receive substantially the same treatment.

13.03. CLAIMS AND REVIEW PROCEDURES.

     (a) CLAIMS PROCEDURE. If any person believes he is being denied any rights
     or benefits under the Plan, such person may file a claim in writing with
     the Administrator. If any such claim is wholly or partially denied, the
     Administrator will notify such person of its decision in writing. Such
     notification will contain (1) specific reasons for the denial, (2) specific
     reference to pertinent Plan provisions, (3) a description of any additional
     material or information necessary for such person to perfect such claim and
     an explanation of why such material or information is necessary, and (4)
     information as to the steps to be taken if the person wishes to submit a
     request for review. Such notification will be given within 90 days after
     the claim is received by the Administrator (or within 180 days, if special
     circumstances require an extension of time for processing the claim, and if
     written notice of such extension and circumstances is given to such person
     within the initial 90-day period). If such notification is not given within
     such period, the claim will be considered denied as of the last day of such
     period and such person may request a review of his claim.

     (b) REVIEW PROCEDURE. Within 60 days after the date on which a person
     receives a written notice of a denied claim (or, if applicable, within 60
     days after the date on which such denial is considered to have occurred),
     such person (or his duly authorized representative) may (1) file a written
     request with the Administrator for a review of his denied claim and of
     pertinent documents and (2) submit written issues and comments to the
     Administrator. The Administrator will notify such person of its decision in
     writing. Such notification will be written in a manner calculated to be
     understood by such person and will contain specific reasons for the
     decision as well as specific references to pertinent Plan provisions. The
     decision on review will be made within 60 days after the request for review
     is received by the Administrator (or within 120 days, if special
     circumstances require an extension of time for processing the request, such
     as an election by the Administrator to hold a hearing, and if written
     notice of such extension and circumstances is given to such person within
     the initial 60-day period). If the decision on review is not made within
     such period, the claim will be considered denied.



                                  63
<PAGE>

13.04. NAMED FIDUCIARY. The Administrator is a "named fiduciary" for purposes of
Section 402(a)(1) of ERISA and has the powers and responsibilities with respect
to the management and operation of the Plan described herein.

13.05. COSTS OF ADMINISTRATION. Unless some or all are paid by the Employer, all
reasonable costs and expenses (including legal, accounting, and employee
communication fees) incurred by the Administrator and the Trustee in
administering the Plan and Trust will be paid first from the forfeitures (if
any) resulting under Section 7.07, then from the remaining Trust Fund. All such
costs and expenses paid from the Trust Fund will, unless allocable to the
Accounts of particular Participants, be charged against the Accounts of all
Participants on a PRORATA basis or in such other reasonable manner as may be
directed by the Employer.


ARTICLE 14. TRUST AGREEMENT.

14.01. ACCEPTANCE OF TRUST RESPONSIBILITIES. By executing the Adoption
Agreement, the Employer establishes a trust to hold the assets of the Plan. By
executing the Adoption Agreement, the Trustee agrees to accept the rights,
duties and responsibilities set forth in this Article 14.

14.02. ESTABLISHMENT OF TRUST FUND. A trust is hereby established under the Plan
and the Trustee will open and maintain a trust account for the Plan and, as part
thereof, Participants' Accounts for such individuals as the Employer shall from
time to time give written notice to the Trustee are Participants in the Plan.
The Trustee will accept and hold in the Trust Fund such contributions on behalf
of Participants as it may receive from time to time from the Employer. The Trust
Fund shall be fully invested and reinvested in accordance with the applicable
provisions of the Plan in Fund Shares or as otherwise provided in Section 14.10.

14.03. EXCLUSIVE BENEFIT. The Trustee shall hold the assets of the Trust Fund
for the exclusive purpose of providing benefits to Participants and
Beneficiaries and defraying the reasonable expenses of administering the Plan.
No assets of the Plan shall revert to the Employer except as specifically
permitted by the terms of the Plan.

14.04. POWERS OF TRUSTEE. The Trustee shall have no discretion or authority with
respect to the investment of the Trust Fund but shall act solely as a directed
trustee of the funds contributed to it. In addition to and not in limitation of
such powers as the Trustee has by law or under any other provisions of the Plan,
the Trustee will have the following powers, each of which the Trustee exercises
solely as directed Trustee in accordance with the written direction of the
Employer except to the extent a Plan asset is subject to Participant direction
of investment and provided that no such power shall be exercised in any manner
inconsistent with the provisions of ERlSA:



                                       64
<PAGE>

     (a)to deal with all or any part of the Trust Fund and to invest all or a
part of the Trust Fund in investments available under the Plan, without regard
to the law of any state regarding proper investment;

     (b)to retain uninvested such cash as it may deem necessary or advisable,
without liability for interest thereon, for the administration of the Trust;

     (c)to sell, convert, redeem, exchange, or otherwise dispose of all or any
part of the assets constituting the Trust Fund;

     (d)to enforce by suit or otherwise, or to waive, its rights on behalf of
the Trust, and to defend claims asserted against it or the Trust, provided that
the Trustee is indemnified to its satisfaction against liability and expenses;

     (e)to employ such agents and counsel as may be reasonably necessary in
collecting, managing, administering, investing, distributing and protecting the
Trust Fund or the assets thereof and to pay them reasonable compensation;

     (f)to compromise, adjust and settle any and all claims against or in favor
of it or the Trust;

     (g)to oppose, or participate in and consent to the reorganization, merger,
consolidation, or readjustment of the finances of any enterprise, to pay
assessments and expenses in connection therewith, and to deposit securities
under deposit agreements;

     (h)to apply for or purchase annuity contracts in accordance with Section
8.02;

     (i)to hold securities unregistered, or to register them in its own name or
in the name of nominees;

     (j)to appoint custodians to hold investments within the jurisdiction of the
district courts of the United States and to deposit securities with stock
clearing corporations or depositories or similar organizations;

     (k)to make, execute, acknowledge and deliver any and all instruments that
it deems necessary or appropriate to carry out the powers herein granted; and

     (l)generally to exercise any of the powers of an owner with respect to all
or any part of the Trust Fund.

     The Employer specifically acknowledges and authorizes that affiliates of
the Trustee may act as its agent in the performance of ministerial, nonfiduciary
duties under the Trust. The expenses and compensation of such agent shall be
paid by the Trustee.

     The Trustee shall provide the Employer with reasonable notice of any claim
filed against the Plan or Trust or with regard to any related 



                                  65
<PAGE>

matter, or of any claim filed by the Trustee on behalf of the Plan or Trust or
with regard to any related matter.

14.05. ACCOUNTS. The Trustee will keep full accounts of all receipts and
disbursements and other transactions hereunder. Within 60 days after the close
of each Plan Year, within 60 days after termination of the Trust, and at such
other times as may be appropriate, the Trustee will determine the then net fair
market value of the Trust Fund as of the close of the Plan Year, as of the
termination of the Trust, or as of such other time, whichever is applicable, and
will render to the Employer and Administrator an account of its administration
of the Trust during the period since the last such accounting, including all
allocations made by it during such period.

14.06. APPROVING OF ACCOUNTS. To the extent permitted by law, the written
approval of any account by the Employer or Administrator will be final and
binding, as to all matters and transactions stated or shown therein, upon the
Employer, Administrator, Participants and all persons who then are or thereafter
become interested in the Trust. The failure of the Employer or Administrator to
notify the Trustee within six (6) months after the receipt of any account of its
objection to the account will, to the extent permitted by law, be the equivalent
of written approval. If the Employer or Administrator files any objections
within such six (6) month period with respect to any matters or transactions
stated or shown in the account, and the Employer or Administrator and the
Trustee cannot amicably settle the question raised by such objections, the
Trustee will have the right to have such questions settled by judicial
proceedings. Nothing herein contained will be construed so as to deprive the
Trustee of the right to have judicial settlement of its accounts. In any
proceeding for a judicial settlement of any account or for instructions, the
only necessary parties will be the Trustee, the Employer and the Administrator.

14.07. DISTRIBUTION FROM TRUST FUND. The Trustee shall make such distribution
from the Trust Fund as the Employer or Administrator may in writing direct, as
provided by the terms of the Plan, upon certification by the Employer or
Administrator that the same is for the exclusive benefit of Participants or
their Beneficiaries, or for the payment of expenses of administering the Plan.

14.08. TRANSFER OF AMOUNTS FROM QUALIFIED PLAN. If the Plan provides that
amounts may be transferred to the Plan from another qualified plan or trust
under Section 401(a) of the Code, such transfer shall be made in accordance with
the provisions of the Plan and with such rules as may be established by the
Trustee. The Trustee will only accept assets which are in a medium proper for
investment under this agreement or in cash. Such amounts shall be accompanied by
written instructions showing separately the respective contributions by the
prior employer and the transferring Employee, and identifying the assets
attributable to such contributions. The Trustee shall hold such assets for
investment in accordance with the provisions of this agreement.

14.09. TRANSFER OF ASSETS FROM TRUST. Subject to the provisions of the Plan, the
Employer may direct the Trustee to transfer all or a specified 



                                   66
<PAGE>

portion of the Trust assets to any other plan or plans maintained by the
Employer or the employer or employers of a former Participant or Participants,
provided that the Trustee has received evidence satisfactory to it that such
other plan meets all applicable requirements of the Code. The assets so
transferred shall be accompanied by written instructions from the Employer
naming the persons for whose benefit such assets have been transferred, showing
separately the respective contributions by the Employer and by each Participant,
if any, and identifying the assets attributable to the various contributions.
The Trustee shall have no further liabilities with respect to assets so
transferred.

14.10. SEPARATE TRUST OR FUND FOR EXISTING PLAN ASSETS. With the consent of the
Trustee, the Employer may maintain a trust or fund (including a group annuity
contract) under this prototype plan document separate from the Trust Fund for
Plan assets purchased prior to the adoption of this prototype plan document
which are not Fidelity Funds listed in Section 1.14(b). The Trustee shall have
no authority and no responsibility for the Plan assets held in such separate
trust or fund. The duties and responsibilities of the trustee of a separate
trust shall be provided by a separate trust agreement, between the Employer and
the trustee.

     Notwithstanding the preceding paragraph, the Trustee or an affiliate of the
Trustee may agree in writing to provide ministerial recordkeeping services for
guaranteed investment contracts held in the separate trust or fund. The
guaranteed investment contract(s) shall be valued as directed by the Employer or
the Trustee of the separate trust.

     The trustee of the separate trust (hereafter referred to as "trustee") will
be the owner of any insurance contract purchased prior to the adoption of this
prototype plan document. The insurance contract(s) must provide that proceeds
will be payable to the trustee; however the trustee shall be required to pay
over all proceeds of the contract(s) to the Participant's designated Beneficiary
in accordance with the distribution provisions of this plan. A Participant's
spouse will be the designated Beneficiary of the proceeds in all circumstances
unless a qualified election has been made in accordance with Article 8. Under no
circumstances shall the trust retain any part of the proceeds. 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.

     Any life insurance contracts held in the Trust Fund or in the separate
trust are subject to the following limits:

     (a) Ordinary life - For purposes of these incidental insurance provisions,
     ordinary life insurance contracts are contracts with both nondecreasing
     death benefits and nonincreasing premiums. If such contracts are held, less
     than 1/2 of the aggregate employer contributions allocated to any
     Participant will be used to pay the premiums attributable to them.



                                   67
<PAGE>

     (b) Term and universal life - No more than 1/4 of the aggregate employer
     contributions allocated to any participant will be used to pay the premiums
     on term life insurance contracts, universal life insurance contracts, and
     all other life insurance contracts which are not ordinary life.

     (c) Combination - The sum of 1/2 of the ordinary life insurance premiums
     and all other life insurance premiums will not exceed 1/4 of the aggregate
     employer contributions allocated to any Participant.

14.11. VOTING; DELIVERY OF INFORMATION. The Trustee shall deliver, or cause to
be executed and delivered, to the Employer or Plan Administrator all notices,
prospectuses, financial statements, proxies and proxy soliciting materials
received by the Trustee relating to securities held by the Trust or, if
applicable, deliver these materials to the appropriate Participant or the
Beneficiary of a deceased Participant. The Trustee shall not vote any securities
held by the Trust except in accordance with the written instructions of the
Employer, Participant or the Beneficiary of the Participant, if the Participant
is deceased; however, the Trustee may, in the absence of instructions, vote
"present" for the sole purpose of allowing such shares to be counted for
establishment of a quorum at a shareholders' meeting. The Trustee shall have no
duty to solicit instructions from Participants, Beneficiaries, or the Employer.

14.12. COMPENSATION AND EXPENSES OF TRUSTEE. The Trustee's fee for performing
its duties hereunder will be such reasonable amounts as the Trustee may from
time to time specify by written agreement with the Employer. Such fee, any taxes
of any kind which may be levied or assessed upon or with respect to the Trust
Fund, and any and all expenses, including without limitation legal fees and
expenses of administrative and judicial proceedings, reasonably incurred by the
Trustee in connection with its duties and responsibilities hereunder will,
unless some or all have been paid by said Employer, be paid first from
forfeitures resulting under Section 7.07, then from the remaining Trust Fund and
will, unless allocable to the Accounts of particular Participants, be charged
against the respective Accounts of all Participants, in such reasonable manner
as the Trustee may determine.

14.13. RELIANCE BY TRUSTEE ON OTHER PERSONS. The Trustee may rely upon and act
upon any writing from any person authorized by the Employer or Administrator to
give instructions concerning the Plan and may conclusively rely upon and be
protected in acting upon any written order from the Employer or Administrator or
upon any other notice, request, consent, certificate, or other instructions or
paper reasonably believed by it to have been executed by a duly authorized
person, so long as it acts in good faith in taking or omitting to take any such
action. The Trustee need not inquire as to the basis in fact of any statement in
writing received from the Employer or Administrator.

     The Trustee will be entitled to rely on the latest certificate it has
received from the Employer or Administrator as to any person or persons
authorized to act for the Employer or Administrator hereunder 



                                68
<PAGE>

and to sign on behalf of the Employer or Administrator any directions or
instructions, until it receives from the Employer or Administrator written
notice that such authority has been revoked.

     Notwithstanding any provision contained herein, the Trustee will be under
no duty to take any action with respect to any Participant's Account (other than
as specified herein) unless and until the Employer or Administrator furnishes
the Trustee with written instructions on a form acceptable to the Trustee, and
the Trustee agrees thereto in writing. The Trustee will not be liable for any
action taken pursuant to the Employer's or Administrator's written instructions
(nor for the collection of contributions under the Plan, nor the purpose or
propriety of any distribution made thereunder).

14.14. INDEMNIFICATION BY EMPLOYER. The Employer shall indemnify and save
harmless the Trustee from and against any and all liability to which the Trustee
may be subjected by reason of any act or conduct (except willful misconduct or
negligence) in its capacity as Trustee, including all expenses reasonably
incurred in its defense.

14.15. CONSULTATION BY TRUSTEE WITH COUNSEL. The Trustee may consult with legal
counsel (who may be but need not be counsel for the Employer or the
Administrator) concerning any question which may arise with respect to its
rights and duties under the Plan and Trust, and the opinion of such counsel
will, to the extent permitted by law, be full and complete protection in respect
of any action taken or omitted by the Trustee hereunder in good faith and in
accordance with the opinion of such counsel.

14.16. PERSONS DEALING WITH THE TRUSTEE. No person dealing with the Trustee will
be bound to see to the application of any money or property paid or delivered to
the Trustee or to inquire into the validity or propriety of any transactions.

14.17. RESIGNATION OR REMOVAL OF TRUSTEE. The Trustee may resign at any time by
written notice to the Employer, which resignation shall be effective 60 days
after delivery to the Employer. The Trustee may be removed by the Employer by
written notice to the Trustee, which removal shall be effective 60 days after
delivery to the Trustee.

     Upon resignation or removal of the Trustee, the Employer may appoint a
successor trustee. Any such successor trustee will, upon written acceptance of
his appointment, become vested with the estate, rights, powers, discretion,
duties and obligations of the Trustee hereunder as if he had been originally
named as Trustee in this Agreement.

     Upon resignation or removal of the Trustee, the Employer will no longer
participate in this prototype plan and will be deemed to have adopted an
individually designed plan. In such event, the Employer shall appoint a
successor trustee within said 60-day period and the Trustee will transfer the
assets of the Trust to the successor trustee upon receipt of sufficient evidence
(such as a determination letter or opinion letter from the Internal Revenue
Service or an opinion of 



                                  69
<PAGE>

counsel satisfactory to the Trustee) that such trust will be a qualified trust
under the Code.

     The appointment of a successor trustee shall be accomplished by delivery to
the Trustee of written notice that the Employer has appointed such successor
trustee, and written acceptance of such appointment by the successor trustee.
The Trustee may, upon transfer and delivery of the Trust Fund to a successor
trustee, reserve such reasonable amount as it shall deem necessary to provide
for its fees, compensation, costs and expenses, or for the payment of any other
liabilities chargeable against the Trust Fund for which it may be liable. The
Trustee shall not be liable for the acts or omissions of any successor trustee.

14.18. FISCAL YEAR OF THE TRUST. The fiscal year of the Trust will coincide with
the Plan Year.

14.19. DISCHARGE OF DUTIES BY FIDUCIARIES. The Trustee and the Employer and any
other fiduciary shall discharge their duties under the Plan and this Trust
Agreement solely in the interests of Participants and their Beneficiaries in
accordance with the requirements of ERISA.

14.20. AMENDMENT. In accordance with provisions of the Plan, and subject to the
limitations set forth therein, this Trust Agreement may be amended by an
instrument in writing signed by the Employer and the Trustee. No amendment to
this Trust Agreement shall divert any part of the Trust Fund to any purpose
other than as provided in Section 2 hereof.

14.21. PLAN TERMINATION. Upon termination or partial termination of the Plan or
complete discontinuance of contributions thereunder, the Trustee will make
distributions to the Participants or other persons entitled to distributions as
the Employer or Administrator directs in accordance with the provisions of the
Plan. In the absence of such instructions and unless the Plan otherwise
provides, the Trustee will notify the Employer or Administrator of such
situation and the Trustee will be under no duty to make any distributions under
the Plan until it receives written instructions from the Employer or
Administrator. Upon the completion of such distributions, the Trust will
terminate, the Trustee will be relieved from all liability under the Trust, and
no Participant or other person will have any claims thereunder, except as
required by applicable law.

14.22. PERMITTED REVERSION OF FUNDS TO EMPLOYER. If it is determined by the
Internal Revenue Service that the Plan does not initially qualify under Section
401 of the Code, all assets then held under the Plan will be returned by the
Trustee, as directed by the Administrator, to the Employer, but only if the
application for determination is made by the time prescribed by law for filing
the Employer's return for the taxable year in which the Plan was adopted or such
later date as may be prescribed by regulations. Such distribution will be made
within one year after the date the initial qualification is denied. Upon such
distribution the Plan will be considered to be rescinded and to be of no force
or effect.



                                  70
<PAGE>

     Contributions under the Plan are conditioned upon their deductibility under
Section 404 of the Code. In the event the deduction of a contribution made by
the Employer is disallowed under Section 404 of the Code, such contribution (to
the extent disallowed) must be returned to the Employer within one year of the
disallowance of the deduction.

     Any contribution made by the Employer because of a mistake of fact must be
returned to the Employer within one year of the contribution.

14.23. GOVERNING LAW. This Trust Agreement will be construed, administered and
enforced according to ERISA and, to the extent not preempted thereby, the laws
of the Commonwealth of Massachusetts.














                                       71
<PAGE>

                                                                          8/1/93
                                    ADDENDUM
                                       TO
                          CORPORATEPLAN FOR RETIREMENT
                         THE PROFIT SHARING/401(K) PLAN
                       FIDELITY BASIC PLAN DOCUMENT NO. 07

                         RE: RETROACTIVE EFFECTIVE DATES

This Addendum is intended to clarify and set forth the effective dates of
certain provisions of the Plan with respect to the adopting Employer. This
Addendum applies only to the extent that the Employer has not amended the Plan
with respect to the applicable provisions of the Tax Reform Act of 1986 ("TRA
'86"). Unless otherwise specifically provided by the terms of the Plan, this
amendment and restatement is effective with respect to each change made to
satisfy the provisions of (i) TRA '86, (ii) any other change in the Code or
ERISA, or (iii) regulations, rulings, or other published guidance issued under
the Code, ERISA, or TRA '86, the first day of the first period (which may or may
not be the first day of a Plan year) with respect to which such change became
required because of such provision (including any day that became such as a
result of an election or waiver by an Employer or a waiver or exemption issued
under the Code, ERISA, or TRA `86), including, but not limited to, the
following:

(a) The following changes as required by TRA '86 are effective for Plan Years
beginning after December 31, 1986, unless a delayed effective date applies
because the Plan is collectively-bargained or because of an applicable exemption
or waiver:

     (1)  Changes in the definition of Employee in Section 2.01(a)(10) to
          reflect changes in the safe harbor exclusion for Leased Employees;

     (2)  Changes in the definition of Highly Compensated Employee in Section
          2.01(a)(16)

     (3)  Addition of the aggregate deferral limit under Section 402(g) of the
          Code in Section 4.01(c);

     (4)  Changes to the Code Section 401(k) discrimination test in Section
          4.02;

     (5)  Addition of the Code Section 401(m) discrimination test and
          application of the Aggregate Limit in Section 4.04;

     (6)  Compliance with the Code Section 414(s) compensation definition
          requirements in Sections 5.03 and 9.03;

     (7)  Changes in the Participant Loan provisions in Section 7.09; if
          applicable, to reflect new dollar limitations, repayment requirements,
          and restrictions applicable to Highly Compensated Employees under
          Section 72(p) of the Code;

     (8)  Changes in the definition of Key Employee in Section 9.02(a); and

     (9)  Changes in the definition of Top-Heavy Ratio in Section 9.02(c)(3) to
          provide for ratable accrual.

<PAGE>

(b) Changes in the 415 limitations in Section 5.03 as required by TRA '86 are
effective for limitation years beginning after December 31, 1986, unless a
delayed effective date applies because the Plan is collectively-bargained or
because of an applicable waiver or exemption; provided, however, that Annual
Additions shall not be recalculated to take into account all Employee
contributions for limitation years beginning before the effective date.

(c) The following changes as required by TRA '86 are effective for Plan years
beginning After December 31, 1987, unless a delayed effective date applies
because the Plan is collectively-bargained or because of an applicable waiver or
exemption:

     (1)  Changes required to provide that allocations shall not be decreased or
          discontinued because of attainment of any age, if any; and

     (2)  Changes in the definition of Normal Retirement Age in Section 1.06(a),
          if any, to reflect the five years of participation rule.

(d) The following changes as required by TRA '86 are effective for Plan Years
beginning after December 31, 1988, unless a delayed effective date applies
because the Plan is collectively-bargained or because of an applicable waiver or
exemption:

     (1)  Changes in the vesting schedule specified in Section 1.07, if
          applicable;

     (2)  Changes in the permitted disparity rules in Section 4.06(b0(2), if
          applicable; and

     (3)  Changes in the requirements for electing a former vesting schedule in
          Section 10.03, if applicable.

Notwithstanding the foregoing and subject to applicable law, with respect to
Plan years beginning after December 31, 1986, and before the date of this
restatement of the Plan, the Employer may elect to operate the Plan in
accordance with any transitional rule published by the Internal Revenue Service
or a reasonable, good faith interpretation of TRA '86 and related applicable
law, in which event such transitional rule or good faith interpretation shall
prevail over the provisions in this restatement of the Plan with respect to such
Plan Year.

Each other change made under the Plan is effective as of the date specified in
Section 1.01(g) of the Adoption Agreement, unless otherwise specifically
provided by the terms of the Plan.




                                    2
<PAGE>


                         CORPORATEPLAN FOR RETIREMENT-SM-
                           PROFIT SHARING/401(k) PLAN

                       FIDELITY BASIC PLAN DOCUMENT NO. 07
                                  AMENDMENT ONE

SECTION 2.01(a)(7) "COMPENSATION" is amended to include:

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

     For plan years beginning on or after January 1, 1994, any reference in this
plan to the limitation under section 401(a)(17) of the Code shall mean the OBRA
'93 annual compensation limit set forth in this provision. Notwithstanding
2.01(a)(7)(A), for purpose of Section 4.02 (Additional Limit on Deferral
Contributions) and Section 4.04 (Limit on Matching Contributions), the Employer
may use Compensation as defined in Section 5.03(e)(2) excluding reimbursements
or other expense allowances, fringe benefits (cash and non-cash), moving
expenses, deferred compensation and welfare benefits, but including amounts that
are not includable in the gross income of the Participant under a salary
reduction agreement by reason of the application of Section 125, 402(a)(8),
402(h) or 403(b) of the Code.

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

SECTION 8.01(d) "DISTRIBUTION OF BENEFITS TO PARTICIPANTS AND BENEFICIARIES" is
amended to include:

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

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



                                      3
<PAGE>

          the Participant, after receiving the notice, affirmatively elects a
          distribution.














                                       4
<PAGE>



                               MODEL AMENDMENT TO
                       THE CORPORATEPLAN FOR RETIREMENT-SM-

                          PROFIT SHARING / 401 (k) PLAN
                                (DOCUMENT NO. 07)


     This amendment is effective for plan years beginning after December 11,
1994.

     Notwithstanding any provision of this plan to the contrary, to the extent
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 
Section 414 (1) of the Internal Revenue Code, to this plan from a money 
purchase pension plan qualified under Section 401(a) of the Internal Revenue 
Code (other than any portion of those assets and liabilities attributable to 
voluntary employee contributions).








                                     5

<PAGE>



                         CORPORATEPLAN FOR RETIREMENT-SM-
                           PROFIT SHARING/401(k) PLAN

                       FIDELITY BASIC PLAN DOCUMENT NO. 07
                                  AMENDMENT TWO


Effective December 1, 1996, Section 2.01(a)(25) shall be amended to read as
follows:


(25) "Registered Investment Company" means any one or more corporations,
     partnerships or trusts registered under the Investment Company Act of 1940.










                       THE CORPORATEPLAN FOR RETIREMENT-SM-

                          (PROFIT SHARING/401(K) PLAN)

                            A FIDELITY PROTOTYPE PLAN


                     NON-STANDARDIZED ADOPTION AGREEMENT 002
                                BASIC PLAN NO. 07
















                                      6



<PAGE>



                               ADOPTION AGREEMENT
                                    ARTICLE 1
                      NON-STANDARDIZED PROFIT SHARING PLAN


1.01 PLAN INFORMATION


     (a)  NAME OF PLAN:

          This is the LAWTER INTERNATIONAL 401(k) PROFIT SHARING PLAN AND TRUST
          (the "Plan").

     (b)  TYPE OF PLAN:

          (1) /x/ 401(k) and Profit Sharing

          (2) / / Profit Sharing Only

          (3) / / 401(k) Only


     (c)  NAME OF PLAN ADMINISTRATOR, IF NOT THE EMPLOYER:


               Name: 
                        ----------------------------------------------

               Address: 
                         ---------------------------------------------

               Phone Number: 
                         ---------------------------------------------

               The Plan Administrator is the agent for service of legal process
               for the Plan.


     (d)  LIMITATION YEAR (check one):

          (1)  /X/ Calendar Year

          (2)  / / Plan Year

          (3)  / / Other:

     (e)  THREE DIGIT PLAN NUMBER: 001

     (f)  PLAN YEAR END (month/day):DECEMBER 31

     (g)  PLAN STATUS (check one):

          (1)  / / Effective Date of new Plan: ______________

          (2)  /X/ Amendment Effective Date: 1/1/98 . This is (check one):

               (A)  / / an amendment of The CORPORATEplan for Retirement-SM-
                    Adoption Agreement previously executed by the Employer; or

<PAGE>

               (B)  /X/ conversion from another plan document into The
                    CORPORATEplan for RetirementSM.

                    The original effective date of the Plan: 1/1/1962

                    The substantive provisions of the Plan shall apply prior to
                    the Effective Date to the extent required by the Tax Reform
                    Act of 1986 or other applicable laws.


1.02 EMPLOYER

     (a)  THE EMPLOYER IS:                  LAWTER INTERNATIONAL, INC.

          Address:                          ONE TERRA WAY
                                            8601 95TH STREET
                                            KENOSHA, WI  53142

          Contact's Name:                   MS. TINA LENNERTZ

          Telephone Number:                 (414) 947-7300

          (1)  Employer's Tax Identification Number: 36-1370818

          (2)  Business form of Employer (check one):

<TABLE>
               <S>                                    <C>
               (A) /X/ Corporation                    (D) / / Governmental 
               (B) / / Sole proprietor or partnership (E) / / Tax exempt organization 
               (C) / / Subchapter S Corporation       (F) / / Rural Electric Cooperative
</TABLE>

          (3)  Employer's fiscal year end: 12/31 

          (4)  Date business commenced: APRIL 1, 1940






                                      2
<PAGE>


     (b)  THE TERM "EMPLOYER" INCLUDES THE FOLLOWING RELATED EMPLOYER(S) (as
          defined in Section 2.01(a)(26)):




1.03 COVERAGE


     (a)  ALL EMPLOYEES WHO MEET THE CONDITIONS SPECIFIED BELOW WILL BE ELIGIBLE
          TO PARTICIPATE IN THE Plan:


          (1)  SERVICE REQUIREMENT (check one):

               (A)  / / no service requirement.

               (B)  / / three consecutive months of service (no minimum number
                    Hours of Service can be required).

               (C)  / / six consecutive months of service (no minimum number
                    Hours of Service can be required).

               (D)  /X/ one Year of Service (1,000 Hours of Service is required
                    during the Eligibility Computation Period.)


          (2)  AGE REQUIREMENT (check one):

               (A)  / / no age requirement.

               (B)  /X/ must have attained age 21.0 (not to exceed 21).







                                      3
<PAGE>


          (3)  THE CLASS OF EMPLOYEES ELIGIBLE TO PARTICIPATE IN THE PLAN (check
               one):

               (A)  / / includes all Employees of the Employer.

               (B)  /X/ includes all Employees of the Employer except for (check
                    the appropriate box(es)):

                    (i)  /X/ Employees covered by a collective bargaining
                         agreement.

                    (ii) / / Highly Compensated Employees as defined in Code
                         Section 414(q).

                    (iii) /X/ Leased Employees as defined in Section
                         2.01(a)(18).

                    (iv) / / Nonresident aliens who do not receive any earned
                         income from the Employer which constitutes United
                         States source income.

                    (v)  / / Other


               NOTE: No exclusion in this section may create a discriminatory
                     class of employees. An Employer's Plan must still pass 
                     the Internal Revenue Code coverage and participation 
                     requirements if one or more of the above groups of 
                     Employees have been excluded from the Plan.


               (b)  THE ENTRY DATE(S) SHALL BE (check one):

                    (1)  / / the first day of each Plan Year (do not select if
                         Section 1.03 (a)(1)(D) is elected or if there is an age
                         requirement of greater than 20 1/2 in Section
                         1.03(a)(2)(B)).

                    (2)  /X/ the first day of each Plan Year and the date six
                         months later.

                    (3)  / / the first day of each Plan Year and the first day
                         of the fourth, seventh, and tenth months.

                    (4)  / / the first day of each month.




                                   4
<PAGE>



               (c)  DATE OF INITIAL PARTICIPATION - AN EMPLOYEE WILL BECOME A
                    PARTICIPANT UNLESS EXCLUDED BY SECTION 1.03(a)(3) ABOVE ON
                    THE ENTRY DATE IMMEDIATELY FOLLOWING THE DATE THE EMPLOYEE
                    COMPLETES THE SERVICE AND AGE REQUIREMENT(S) IN SECTION
                    1.03(a), IF ANY, EXCEPT (check one):

                    (1)  / / No exceptions.

                    (2)  /X/ Employees employed on the Effective Date in Section
                         1.01(g) will become Participants on that date.

                    (3)  / / Employees who meet the age and service
                         requirement(s) of Section 1.03(a) on the Effective Date
                         in Section 1.01(g) will become Participants on that
                         date.



1.04 COMPENSATION

     (a)  FOR PURPOSES OF DETERMINING CONTRIBUTIONS UNDER THE PLAN, COMPENSATION
          SHALL BE AS DEFINED IN SECTION 2.01(a)(7), BUT EXCLUDING (check the
          appropriate box(es)):

          (1)  /X/ Overtime Pay.

          (2)  /X/ Bonuses.

          (3)  /X/ Commissions.

          (4)  /X/ The value of a qualified or a non-qualified stock option
               granted to an Employee by the Employer to the extent such value
               is includable in the Employee's taxable income.

          NOTE: These exclusions shall not apply for purposes of the "Top Heavy"
                requirements in Section 9.03 or for allocating Discretionary
                Employer Contributions if an Integrated Formula is elected in
                Section 1.05(a)(2).

          (5)  / / No exclusions.





                                         5
<PAGE>



     (b)  COMPENSATION FOR THE FIRST YEAR OF PARTICIPATION

          Contributions for the Plan Year in which an Employee first becomes a
          Participant shall be determined based on the Employee's Compensation
          (check one):

          (1)  / / For the entire Plan Year.

          (2)  /X/ For the portion of the Plan Year in which the Employee is
               eligible to participate in the Plan.


1.05 CONTRIBUTIONS

     (a)  /X/ EMPLOYER CONTRIBUTIONS :

          (1)  /X/ FIXED FORMULA - NONINTEGRATED FORMULA (check (A) or (B)):

               (A)  /X/ FIXED PERCENTAGE EMPLOYER CONTRIBUTION:

                    For each Plan Year, the Employer will contribute for each
                    eligible Participant an amount equal to 3.00% (not to exceed
                    15%) of such Participant's Compensation.

               (B)  / / FIXED FLAT DOLLAR EMPLOYER CONTRIBUTION:

                    For each Plan Year, the Employer will contribute for each
                    eligible Participant an amount equal to $ ____ .

          (2)  /X/ DISCRETIONARY FORMULA

                    The Employer may decide each Plan Year whether to make a
                    discretionary Employer contribution on behalf of eligible
                    Participants in accordance with Section 4.06. Such
                    contributions shall be allocated to eligible Participants
                    based upon the following (check (A) or (B)):

               (A)  /X/ Nonintegrated Allocation Formula: In the ratio that each
                    eligible Participant's Compensation bears to the total
                    Compensation paid to all eligible Participants for the Plan
                    Year.

               (B)  / / Integrated Allocation Formula: In accordance with
                    Section 4.06.

               NOTE: An Employer who maintains any other plan that provides for
                    Social Security Integration (permitted disparity) may not
                    elect (2)(B).





                                         6
<PAGE>


          (3)  ELIGIBILITY REQUIREMENT(S)

               A Participant shall be entitled to Employer Contributions for a
               Plan Year under this Subsection (a) if the Participant satisfies
               the following requirement(s) (Check the appropriate box(es) -
               Options (B) and (C) may not be elected together):

               (A)  /X/ is employed by the Employer on the last day of the Plan
                    Year.

               (B)  / / earns at least 500 Hours of Service during the Plan
                    Year.

               (C)  /X/ earns at least 1,000 Hours of Service during the Plan
                    Year.

               (D)  / / no requirements.

               NOTE: If option (A), (B) or (C) above is selected then Employer
                     contributions can only be FUNDED by the Employer AFTER Plan
                     Year end. Employer contributions funded during the Plan 
                     Year shall not be subject to the eligibility requirements 
                     of this Section 1.05(a)(3).

     (b)  |X| DEFERRAL CONTRIBUTIONS

          (1)  REGULAR CONTRIBUTIONS

               The Employer shall make a Deferral Contribution in accordance
               with Section 4.01 on behalf of each Participant who has an
               executed salary reduction agreement in effect with the Employer
               for the payroll period in question, not to exceed 15.00 % (NO
               MORE THAN 15%) of Compensation for that period.

               (A)  A Participant may increase or decrease, on a prospective
                    basis, his salary reduction agreement percentage (check
                    one):

                    (i)  / / As of the beginning of each payroll period.

                    (ii) / / As of the first day of each month.

                    (iii) /X/ As of the next Entry Date.

                    (iv) / / (Specify, but must be at least once per Plan Year)

               (B)  A Participant may revoke, on a prospective basis, a salary
                    reduction agreement at any time upon proper notice to the
                    Administrator but in such case may not file a new salary
                    reduction agreement until (check one):

                    (i)   / / The first day of the next Plan Year.
                    (ii)  /X/ Any subsequent Plan Entry Date.
                    (iii) / / (Specify, but must be at least once per Plan Year)





                                        7
<PAGE>



          (2)  / / CATCH-UP CONTRIBUTIONS

               The Employer may allow Participants upon proper notice and
               approval to enter into a special salary reduction agreement to
               make additional Deferral Contributions in an amount up to 100% of
               their Compensation for the payroll period(s) in the final month
               of the Plan Year.


          (3)  / / BONUS CONTRIBUTIONS

               The Employer may allow Participants upon proper notice and
               approval to enter into a special salary reduction agreement to
               make Deferral Contributions in an amount up to 100% of any
               Employer paid cash bonuses made for such Participants during the
               Plan Year. The Compensation definition elected by the Employer in
               Section 1.04(a) must include bonuses if bonus contributions are
               permitted.


               NOTE: A Participant's contributions under (2) and/or (3) may not
                     cause the Participant to exceed the percentage limit 
                     specified by the Employer in (1) after the Plan Year. The 
                     Employer has the right to restrict a Participant's right to
                     make Deferral Contributions if they will adversely affect 
                     the Plan's ability to pass the actual deferral percentage 
                     and/or the actual contribution percentage test.




          (4)  /X/ QUALIFIED DISCRETIONARY CONTRIBUTIONS

               The Employer may contribute an amount which it designates as a
               Qualified Discretionary Contribution to be included in the actual
               deferral percentage or actual contribution percentage test.
               Qualified Discretionary Contributions shall be allocated to
               Non-highly Compensated Employees (check one):

               (A)  /X/ in the ratio which each such Participant's Compensation
                    for the Plan Year bears to the total of all such
                    Participants' Compensation for the Plan Year.

               (B)  / / as a flat dollar amount for each such Participant for
                    the Plan Year.





                                        8
<PAGE>


     (c)  /X/ MATCHING CONTRIBUTIONS (only if Section 1.05(b) is checked)

          (1)  THE EMPLOYER SHALL MAKE A MATCHING CONTRIBUTION ON BEHALF OF EACH
               PARTICIPANT IN AN AMOUNT EQUAL TO THE FOLLOWING PERCENTAGE OF A
               PARTICIPANT'S DEFERRAL CONTRIBUTIONS DURING THE PLAN YEAR (check
               one):

               (A)  /X/ 50%

               (B)  / / 100%

               (C)  / / ___%

               (D)  / / (Tiered Match) 

                        ___% of the first ______________% of the Participant's 
                        Compensation contributed to the Plan,

                        ___% of the next _______________% of the Participant's 
                        Compensation contributed to the Plan,

                        ___% of the next _______________% of the Participant's 
                        Compensation contributed to the Plan.

                    NOTE: THE PERCENTAGES SPECIFIED ABOVE FOR MATCHING
                    CONTRIBUTIONS MAY NOT INCREASE AS THE PERCENTAGE OF
                    COMPENSATION CONTRIBUTED INCREASES.

               (E)  / / The percentage declared for the year, if any, by a Board
                    of Directors' Resolution (or by a Letter of Intent for a
                    Sole Proprietor or Partnership).

          (2)  / / THE EMPLOYER MAY AT PLAN YEAR END MAKE AN ADDITIONAL MATCHING
               CONTRIBUTION EQUAL TO A PERCENTAGE DECLARED BY THE EMPLOYER,
               THROUGH A BOARD OF DIRECTORS' RESOLUTION (OR BY A LETTER OF
               INTENT FOR A SOLE PROPRIETOR OR PARTNERSHIP), OF THE DEFERRAL
               CONTRIBUTIONS MADE BY EACH PARTICIPANT DURING THE PLAN YEAR (ONLY
               IF AN OPTION IS CHECKED UNDER SECTION 1.05(C)(1)).

          (3)  /X/ MATCHING CONTRIBUTION LIMITS (check the appropriate box):

               (A)  |X| Deferral Contributions in excess of 6.0% of the
                    Participant's Compensation for the period in question shall
                    not be considered for Matching Contributions.

                    Note: If the Employer elects a percentage limit in (A) above
                          and requests the Trustee to account separately for
                          matched and unmatched Deferral Contributions, the
                          Matching Contributions allocated to each Participant
                          must be computed, and the percentage limit applied,
                          based upon each payroll period.

               (B)  / / Matching Contributions for each Participant for each
                    Plan Year shall be limited to $                   .


                    (4)  ELIGIBILITY REQUIREMENT(S)

                    A Participant who makes Deferral Contributions during the
                    Plan Year under Section 1.05(b) shall be entitled to
                    Matching Contributions for that Plan Year if the Participant
                    satisfies the following requirement(s) (Check the
                    appropriate box(es). Options (B) and (C) may not be elected
                    together):

                    (A)  / / Is employed by the Employer on the last day of the
                         Plan Year.

                                              9
<PAGE>

                    (B)  / / Earns at least 500 Hours of Service during the Plan
                         Year.

                    (C)  / / Earns at least 1,000 Hours of Service during the
                         Plan Year.

                    (D)  / / Is not a Highly Compensated Employee for the Plan
                         Year.

                    (E)  / / Is not a Partner of the Employer, if the Employer
                         is a Partnership.

                    (F)  /X/ No requirements.

                    NOTE: If option (A), (B) or (C) above is selected then
                          Matching Contributions can only be FUNDED by the
                          Employer AFTER the Plan Year ends. Any Matching
                          Contribution funded before Plan Year end shall not be
                          subject to the eligibility requirements of this 
                          Section 1.05(c)(4)). If option (A), (B), or (C) is
                          adopted during a Plan Year, such option shall not 
                          become effective until the first day of the next 
                          Plan Year.

          (d)  /X/ EMPLOYEE AFTER-TAX CONTRIBUTIONS (check one):

               (1)  / / Future Contributions

                    Participants may make voluntary non-deductible Employee
                    Contributions pursuant to Section 4.09 of the Plan. This
                    option may only be elected if the Employer has elected to
                    permit Deferral Contributions under Section 1.05(b).
                    Matching Contributions by the Employer are not allowed on
                    any voluntary non-deductible Employee Contributions.
                    Withdrawals are limited to one per year unless Employee
                    Contributions were allowed under a previous plan document
                    which authorized more frequent withdrawals.

               (2)  /X/ Frozen Contributions

                    Participants may not make voluntary non-deductible Employee
                    Contributions, but the Employer does maintain frozen
                    Participant voluntary non-deductible Employee Contribution
                    Accounts.



                                          10
<PAGE>



1.06 RETIREMENT AGE(S)


     (a)  THE NORMAL RETIREMENT AGE UNDER THE PLAN IS (check one):

          (1)  / / age 65.

          (2)  / / age ___ (specify between 55 and 64). 

          (3)  / / later of the age ___ (can not exceed 65) or the fifth 
               anniversary of the Participant's Employment Commencement
               Date.




     (b)  / / THE EARLY RETIREMENT AGE IS THE FIRST DAY OF THE MONTH AFTER THE
          PARTICIPANT ATTAINS AGE _____ (SPECIFY 55 OR GREATER) AND COMPLETES
          _____ YEARS OF SERVICE FOR VESTING.




     (c)  /X/ A PARTICIPANT IS ELIGIBLE FOR DISABILITY RETIREMENT IF HE/SHE
          (check the appropriate box(es)):

          (1)  /X/ satisfies the requirements for benefits under the Employer's
               Long-Term Disability Plan.

          (2)  / / satisfies the requirements for Social Security disability
               benefits.

          (3)  / / is determined to be disabled by a physician approved by the
               Employer.


                                      11

<PAGE>


1.07 VESTING SCHEDULE

     (a)  THE PARTICIPANT'S VESTED PERCENTAGE IN EMPLOYER CONTRIBUTIONS (FIXED
          OR DISCRETIONARY) ELECTED IN SECTION 1.05(a) AND/OR MATCHING
          CONTRIBUTIONS ELECTED IN SECTION 1.05(c) SHALL BE BASED UPON THE
          SCHEDULE(S) SELECTED BELOW, EXCEPT WITH RESPECT TO ANY PLAN YEAR
          DURING WHICH THE PLAN IS TOP-HEAVY. THE SCHEDULE ELECTED IN SECTION
          1.12(d) SHALL AUTOMATICALLY APPLY FOR A TOP-HEAVY PLAN YEAR AND ALL
          PLAN YEARS THEREAFTER UNLESS THE EMPLOYER HAS ALREADY ELECTED A MORE
          FAVORABLE VESTING SCHEDULE BELOW.

<TABLE>
<CAPTION>

      <S>    <C>                                                 <C>       <C>                     
      (1)      EMPLOYER CONTRIBUTIONS                             (2)      MATCHING CONTRIBUTIONS
                      (check one):                                                (check one):
      (A)    / /  N/A - No Employer Contributions                 (A)      / /  N/A - No Matching Contributions
      (B)    / /  100% Vesting immediately                        (B)      /X/  100% Vesting immediately
      (C)    / /  3 year cliff (see C below)                      (C)      / /  3 year cliff (see C below)
      (D)    / /  5 year cliff (see D below)                      (D)      / /  5 year cliff (see D below)
      (E)    / /  6 year graduated (see E below)                  (E)      / /  6 year graduated (see E below)
      (F)    / /  7 year graduated (see F below)                  (F)      / /  7 year graduated (see E below)
      (G)    /X/  OTHER VESTING (complete G1 below)               (G)      / /  OTHER VESTING (COMPLETE G2 below)

</TABLE>

<TABLE>
<CAPTION>

            Years of                                        Vesting Schedule
           Service for
             Vesting              C               D                E                F                G1                G2

                <S>                  <C>           <C>               <C>              <C>           <C>              <C>  
                0                    0%            0%                0%               0%             0.00%           100.00%
                1                    0%            0%                0%               0%            10.00%           100.00%
                2                    0%            0%               20%               0%            20.00%           100.00%
                3                  100%            0%               40%              20%            30.00%           100.00%
                4                  100%            0%               60%              40%            40.00%           100.00%
                5                  100%          100%               80%              60%            60.00%           100.00%
                6                  100%          100%              100%              80%            80.00%           100.00%
                7                  100%          100%              100%             100%            00.00%           100.00%

</TABLE>


          NOTE: A schedule elected under G1 or G2 above must be at least as
                favorable as one of the schedules in C, D, E or F above.

     (b)  / / Years of Service for Vesting shall exclude:

          (1)  / / for new plans, service prior to the Effective Date as defined
               in Section 1.01(g)(1).

          (2)  / / for existing plans converting from another plan document,
               service prior to the original Effective Date as defined in
               Section 1.01(g)(2).



                                               12
<PAGE>


1.08 PREDECESSOR EMPLOYER SERVICE

          / /  SERVICE FOR PURPOSES OF ELIGIBILITY IN SECTION 1.03(A)(1) AND
               VESTING IN SECTION 1.07(A) OF THIS PLAN SHALL INCLUDE SERVICE
               WITH THE FOLLOWING EMPLOYER(S):


1.09 PARTICIPANT LOANS

     PARTICIPANT LOANS (check (a) or (b)):

     (a)  /X/ will be allowed in accordance with Section 7.09, subject to a
          $1,000 minimum amount and will be granted (check (1) or (2)):

          (1)  /X/ for any purpose. 
          (2)  / / for hardship withdrawal (as defined in Section 7.10) purposes
               only.

     (b)  / / will not be allowed.


1.10 HARDSHIP WITHDRAWALS

     Participant withdrawals for hardship prior to termination of employment
     (check one):

     (a)  / / will be allowed in accordance with Section 7.10, subject to a
          $1,000 minimum amount.

     (b)  /X/ will not be allowed.







                                     13
<PAGE>


1.11 DISTRIBUTIONS

     (a)  SUBJECT TO ARTICLES 7 AND 8 AND (B) BELOW, DISTRIBUTIONS UNDER THE
          PLAN WILL BE PAID (check the appropriate box(es)):

          (1)  /X/ as a lump sum.

          (2)  / / under a systematic withdrawal plan (installments).


     (b)  / / CHECK IF A PARTICIPANT WILL BE ENTITLED TO RECEIVE A DISTRIBUTION
          OF ALL OR ANY PORTION OF THE FOLLOWING ACCOUNTS WITHOUT TERMINATING
          EMPLOYMENT UPON ATTAINMENT OF AGE 59 1/2 (check one):

          (1)  / / Deferral Contribution Account

          (2)  / / All Accounts


     (c)  / / CHECK IF THE PLAN WAS CONVERTED (BY PLAN AMENDMENT) FROM ANOTHER
          DEFINED CONTRIBUTION PLAN, AND THE BENEFITS WERE PAYABLE AS (check the
          appropriate box(es)):

          (1)  / / a form of single or joint and survivor life annuity.

          (2)  / / an in-service withdrawal of vested Employer Contributions
               maintained in a Participant's Account (check (A) and/or (B)):

               (A)  / / for at least (24 or more) months.

               (B)  / / after the Participant has at least 60 months of
                    participation.

          (3)  / / another distribution option that is a "protected benefit"
               under Section 411(d)(6) of the Internal Revenue Code. Please
               attach a separate page identifying the distribution option(s).

          These additional forms of benefit may be provided for such plans under
          Articles 7 or 8.


          NOTE: Under Federal Law, distributions to Participants must generally
               begin no later than April 1 following the year in which the
               Participant attains age 70 1/2.





                                        14
<PAGE>


1.12 TOP HEAVY STATUS

     (a)  THE PLAN SHALL BE SUBJECT TO THE TOP-HEAVY PLAN REQUIREMENTS OF
          ARTICLE 9 (check one):

          (1)  / / for each Plan Year.

          (2)  /X/ for each Plan Year, if any, for which the Plan is Top-Heavy
               as defined in Section 9.02.

          (3)  / / Not applicable. (This option is available for plans covering
               only employees subject to a collective bargaining agreement and
               there are no Employer or Matching Contributions elected in
               Section 1.05.)


     (b)  IN DETERMINING TOP-HEAVY STATUS, IF NECESSARY, FOR AN EMPLOYER WITH AT
          LEAST ONE DEFINED BENEFIT PLAN, THE FOLLOWING ASSUMPTIONS SHALL APPLY:

          (1)  Interest rate: 3.00% per annum

          (2)  Mortality table:
                                -----------
          (3)  / / Not Applicable.

     (c)  IN THE EVENT THAT THE PLAN IS TREATED AS TOP-HEAVY FOR A PLAN YEAR,
          EACH NON-KEY EMPLOYEE SHALL RECEIVE AN EMPLOYER CONTRIBUTION OF AT
          LEAST 3 (3, 4, 5, OR 7 1/2) % OF COMPENSATION FOR THE PLAN YEAR IN
          ACCORDANCE WITH SECTION 9.03 (check one):

          (1)  /X/ under this Plan in any event.

          (2)  / / under this Plan only if the Participant is not entitled to
               such contribution under another qualified plan of the Employer.

          (3)  / / Not applicable. (This option is available for plans covering
               only employees subject to a collective bargaining agreement and
               there are no Employer or Matching Contributions elected in
               Section 1.05.)

               NOTE: Such minimum Employer contribution may be less than the
                     percentage indicated in (c) above to the extent provided 
                     in Section 9.03(a).




                                     15
<PAGE>


     (d)  IN THE EVENT THAT THE PLAN IS TREATED AS TOP-HEAVY FOR A PLAN YEAR,
          THE FOLLOWING VESTING SCHEDULE SHALL APPLY INSTEAD OF THE SCHEDULE(S)
          ELECTED IN SECTION 1.07(a) FOR SUCH PLAN YEAR AND EACH PLAN YEAR
          THEREAFTER (check one):

          (1)  / / 100% vested after _____ (not in excess of 3) years of service
               for vesting.

<TABLE>
<CAPTION>

          (2)  /X/ YEARS OF SERVICE FOR VESTING          VESTING PERCENTAGE            MUST BE AT LEAST
                         <S>                                  <C>                           <C>
                           0                                    0.00%                         0%
                                                                -----                           
                           1                                   10.00%                         0%
                                                               ------                           
                           2                                   20.00%                        20%
                                                               ------                           
                           3                                   30.00%                        40%
                                                               ------                           
                           4                                   50.00%                        60%
                                                               ------                           
                           5                                   60.00%                        80%
                                                               ------                           
                           6                                   100.00%                      100%
                                                               -------                          
</TABLE>


          Note: If the schedule(s) elected in Section 1.07(a) is(are) more
                favorable in all cases than the schedule elected in (d) above,
                then the schedule(s) in Section 1.07(a) will continue to apply
                even in Plan Years in which the Plan is Top-Heavy.





1.13 TWO OR MORE PLANS - Code Section 415 limitation on annual additions

     If the Employer maintains or ever maintained another qualified plan in
     which any Participant in this Plan is (or was) a participant or could
     become a participant, the Employer must complete this section. The Employer
     must also complete this section if it maintains a welfare benefit fund, as
     defined in Section 419(e) of the Code, or an individual medical account, as
     defined in Section 415(l)(2) of the Code, under which amounts are treated
     as annual additions with respect to any Participant in this Plan.

     (a)  IF THE EMPLOYER MAINTAINS, OR MAINTAINED, ANY OTHER DEFINED
          CONTRIBUTION PLAN WHICH IS NOT A MASTER OR PROTOTYPE PLAN, ANNUAL
          ADDITIONS FOR ANY LIMITATION YEAR TO THIS PLAN WILL BE LIMITED (check
          one):

          (1)  /X/ in accordance with Section 5.03 of this Plan.

          (2)  / / in accordance with another method set forth on an attached
               separate sheet. 

          (3)  / / Not Applicable.





                                     16
<PAGE>


     (b)  IF THE EMPLOYER MAINTAINS, OR MAINTAINED, ANY DEFINED BENEFIT PLAN(S),
          THE SUM OF THE DEFINED CONTRIBUTION FRACTION AND DEFINED BENEFIT
          FRACTION FOR A LIMITATION YEAR MAY NOT EXCEED THE LIMITATION SPECIFIED
          IN CODE SECTION 415(E), MODIFIED BY SECTION 416(H)(1) OF THE CODE.
          THIS COMBINED PLAN LIMIT WILL BE MET AS FOLLOWS (check one):

          (1)  /X/ Annual Additions to this Plan are limited so that the sum of
               the Defined Contribution Fraction and the Defined Benefit
               Fraction does not exceed 1.0.

          (2)  / / another method of limiting Annual Additions or reducing
               projected annual benefits is set forth on an attached schedule.

          (3)  / / Not Applicable.




1.14 ESTABLISHMENT OF TRUST AND INVESTMENT DECISIONS

     (a)  INVESTMENT DIRECTIONS

          Participant Accounts will be invested (check one):

          (1)  / / in accordance with investment directions provided to the
               Trustee by the Employer for allocating all Participant Accounts
               among the options listed in (b) below.

          (2)  /X/ in accordance with investment directions provided to the
               Trustee by each Participant for allocating his entire Account
               among the options listed in (b) below.

          (3)  / / in accordance with investment directions provided to the
               Trustee by each Participant for all contribution sources in a
               Participant's Account except the following sources shall be
               invested as directed by the Employer (check (A) and/or (B)):

                    (A)  / / Fixed or Discretionary Employer Contributions
                    (B)  / / Employer Matching Contributions

               The Employer must direct the applicable sources among the same
               investment options made available for Participant directed
               sources listed in (b) below.



                                        17
<PAGE>


     (b)  PLAN INVESTMENT OPTIONS

          The Employer hereby establishes a Trust under the Plan in accordance
          with the provisions of Article 14, and the Trustee signifies
          acceptance of its duties under Article 14 by its signature below.
          Participant Accounts under the Trust will be invested among the
          Fidelity Funds listed below pursuant to Participant and/or Employer
          directions.

<TABLE>
<CAPTION>

                               FUND NAME                                                      FUND NUMBER
                   <S>         <C>                                                           <C> 
                    1          Fidelity Growth & Income Portfolio                             0027
                    2          Fidelity Intermediate Bond Fund                                0032
                    3          Fidelity Low-Priced Stock Fund                                 0316
                    4          Fidelity Managed Income Portfolio                              0632
                    5          Spartan(R)U.S. Equity Index Fund                               0650
                    6          Janus Worldwide Fund                                           OF1J
                    7          PBHG Growth Fund                                               OFGF
                    8          Fidelity Retirement Money Market Portfolio                     0630

</TABLE>

     NOTE: An additional annual recordkeeping fee will be charged for each fund
           in excess of seven funds.

           To the extent that the Employer selects as an investment option the
           Managed Income Portfolio of the Fidelity Group Trust for Employee
           Benefit Plans (the "Group Trust"), the Employer hereby (A) agrees to
           the terms of the Group Trust and adopts said terms as a part of this
           Agreement and (B) acknowledges that it has received from the Trustee
           a copy of the Group Trust, the Declaration of Separate Fund for the
           Managed Income Portfolio of the Group Trust, and the Circular for 
           the Managed Income Portfolio.


     NOTE: The method and frequency for change of investments will be determined
           under the rules applicable to the selected funds or, if applicable,
           the rules of the Employer adopted in accordance with Section 6.03.
           Information will be provided regarding expenses, if any, for changes
           in investment options.




                                       18
<PAGE>


1.15 RELIANCE ON OPINION LETTER

     An adopting Employer may not rely on the opinion letter issued by the
     National Office of the Internal Revenue Service as evidence that this Plan
     is qualified under Section 401 of the Code. If the Employer wishes to
     obtain reliance that his or her Plan(s) are qualified, application for a
     determination letter should be made to the appropriate Key District
     Director of the Internal Revenue Service. Failure to fill out the Adoption
     Agreement properly may result in disqualification of the Plan.

     This Adoption Agreement may be used only in conjunction with Fidelity
     Prototype Plan Basic Plan Document No. 07. The Prototype Sponsor shall
     inform the adopting Employer of any amendments made to the Plan or of the
     discontinuance or abandonment of the prototype plan document.




1.16 PROTOTYPE INFORMATION:

     Name of Prototype Sponsor:              Fidelity Management & Research Co.
     Address of Prototype Sponsor:           82 Devonshire Street
                                             Boston, MA 02109

     Questions regarding this prototype document may be directed to the
     following telephone number: 1-(800) 343-9184.








                                   19

<PAGE>







                                 EXECUTION PAGE
                                (FIDELITY'S COPY)



IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this ________day of _______________, 19_______.


                                    Employer
                                            -----------------------------------

                                    By
                                            -----------------------------------

                                    Title
                                            -----------------------------------

                                    Employer
                                            -----------------------------------

                                    By
                                            -----------------------------------

                                    Title
                                            -----------------------------------

Accepted by

Fidelity Management Trust Company, as Trustee

By                                       Date
  --------------------------------           ----------------------------------
Title
     -----------------------------







                                     20
<PAGE>






                                 EXECUTION PAGE
                                (EMPLOYER'S COPY)



IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this ________day of _______________, 19_______.


                                    Employer
                                            -----------------------------------

                                    By
                                           ------------------------------------

                                    Title
                                           ------------------------------------


                                    Employer
                                           ------------------------------------
                                    By
                                           ------------------------------------
                                    Title
                                           ------------------------------------



Accepted by

Fidelity Management Trust Company, as Trustee

By                                        Date
  ---------------------------------           -------------------------------

Title
     -----------------------------






                                        21