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                                                                 Exhibit 10.40

                                THE CORPORATEPLAN
                               FOR RETIREMENT(SM)

                          (PROFIT SHARING/401(K) PLAN)

                            A FIDELITY PROTOTYPE PLAN

                   Non-Standardized Adoption Agreement No. 001
                                  For use With
                       Fidelity Basic Plan Document No. 07

The CORPORATEplan for Retirement(SM), Basic Plan Document No. 07, and related
Adoption Agreement has not yet received approval from the Internal Revenue
Service for use as a prototype plan. The CORPORATEplan for Retirement(SM) was
asubmitted in April of 1998 to the Internal Revenue Service as a minor modifier
to Fidelity Basic Plan Document No. 14. The document is considered an
individually designed plan until it is approved by the Internal Revenue Service.
Revisions to the Basic Plan Document and/or Adoption Agreement may be required
by the Internal Revenue Service as part of the approval process. If revisions
are required, the approved document will be distributed to adopting employers
and must be executed by them within a specified time period.


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                               ADOPTION AGREEMENT
                                    ARTICLE I
                   NON-STANDARDIZED PROFIT SHARING/401(K) PLAN

1.01  PLAN INFORMATION

      (a)   Name of Plan:

            This is the DIGITAS LLC Employee Savings Plan (the "Plan")

      (b)   Type of Plan:

            (1)   |X|   401(k) Only

            (2)   |_|   401(k) and Profit Sharing

            (3)   |_|   Profit Sharing Only

      (c)   Administrator Name (if not the Employer):

            ____________________________________________________________________
            Address:
                     ___________________________________________________________

                     ___________________________________________________________

            Telephone Number: __________________________________________________

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

      (d)   Plan Year End (month/day): 12/31

      (e)   Three Digit Plan Number: 001


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      (f)   Limitation Year (check one):

            (1)   |_|   Calendar Year

            (2)   |X|   Plan Year

            (3)   |_|   Other: ___________________________

      (g)   Plan Status (check appropriate box(es)):

            (1)   |_|   New Plan Effective Date: _____________________

            (2)   |X|   Amendment Effective Date: 2/1/2000

            This is (check one):

                  (A)   |_|   an amendment of The CORPORATEplan for
                              Retirement(SM) Basic Plan Document No. 07 Adoption
                              Agreement previously executed by the Employer; or

                  (B)    |X|  a conversion to The CORPORATEplan for
                              Retirement(SM) Basic Plan Document No. 07.

                  The original effective date of the Plan: 3/1/1987

                  The substantive provisions of the Plan shall apply prior to
                  the Amendment Effective Date to the extent required by the
                  Internal Revenue Code, as specifically provided in the Basic
                  Plan Document.

            (3)   |_|   Special Effective Dates - Certain provisions of the Plan
                        shall be effective as of a date other than the date
                        specified above. Please complete the Special Effective
                        Dates Addendum to the Adoption Agreement indicating the
                        affected provisions and their effective dates.

            (4)   |_|   Plan Merger Effective Dates. Please complete the Special
                        Effective Dates Addendum to the Adoption Agreement
                        indicating the plan(s) that have merged into the Plan
                        and the effective date(s) of such merger(s).


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1.02  EMPLOYER

      (a)   Employer Name:    DIGITAS, LLC
                             ---------------------------------------------------
            Address:          800 Boylston Street
                             ---------------------------------------------------
                              Boston, MA 02199
                             ---------------------------------------------------
            Contact's Name:   Eric Raichle
                             ---------------------------------------------------
            Telephone Number: (617) 867-1478
                             ---------------------------------------------------

            (1)   Employer's Tax Identification Number: 04-2712533
                                                       -------------------------
            (2)   Employer's fiscal year end: 12/31
                                             --------------------------
            (3)   Date business commenced: 1980
                                          -----------------------------

      (b)   The term "Employer" includes the following Related Employer(s) (as
            defined in Subsection 2.01 (rr)) (list each participating Related
            Employer and its Employer Tax Identification Number):

            Employer:                  Tax ID:      Designation:

            Sansome, Inc.               --          Related (controlled group)
            Bronnercom (UK), Inc.       --          Related (controlled group)

1.03  TRUSTEE

      (a)   Trustee Name:     Fidelity Management Trust Company
            Address:          82 Devonshire Street
                              Boston, MA 02109


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1.04  COVERAGE

      All Employees who meet the conditions specified below shall be eligible to
      participate in the Plan:

      (a)   Age Requirement (check one):

            (1)   |X|   no age requirement

            (2)   |_|   must have attained age: _____ (not to exceed 21).

      (b)   Eligibility Service Requirement

            (1)   Eligibility to Participate in Plan (check one):

                  (A)   |X|   no Eligibility Service requirement. For "regular"
                              Employees (as defined in addendum). [phrase in
                              bold italics added to prototype provision]

                  (B)   |_|   _______ (not to exceed 11) months of Eligibility
                              Service requirement (no minimum number Hours of
                              Service can be required).

                  (C)   |X|   one year of Eligibility Service requirement (at
                              least 1,000 Hours of Service are required during
                              the Eligibility Computation Period). For "special
                              arrangement" Employees (as defined in addendum).
                              [phrase in bold italics added to prototype
                              provision]

                  (D)   |_|   two years of Eligibility Service requirement (at
                              least 1,000 Hours of Service are required during
                              each Eligibility Computation Period) (Do not
                              select if Option 1.01(b)(1), 401(k) Only, is
                              checked, unless a different Eligibility Service
                              requirement applies to Deferral Contributions
                              under Option 1.04(b)(2)).

                        Note: If the Employer selects the two year Eligibility
                        Service requirement, then contributions subject to such
                        Eligibility Service requirement must be 100% vested when
                        made.

            (2)   |_|   Special Eligibility Service requirement for Deferral
                        Contributions and/or Matching Employer Contributions:

                  (A)   The special Eligibility Service requirement applies to
                        (check the appropriate box(es)):

                        (i)   |_|   Deferral Contributions.

                        (ii)  |_|   Matching Employer Contributions.


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                  (B)   The special Eligibility Service requirement is: _____
                        (Fill in (A), (B), or (C) from Subsection l.04(b)(1)
                        above).

      (c)   Eligible Class of Employees (check one):

            Note: The Plan may not cover employees who are citizens of Puerto
            Rico. These employees are automatically excluded from the eligible
            class, regardless of the Employer's selection under this Subsection
            1.04(c).

            (1)   |_|   includes all Employees of the Employer.

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

                  (A)   |_|   employees covered by a collective bargaining
                              agreement.

                  (B)   |_|   Highly Compensated Employees as defined in Code
                              Section 414(q).

                  (C)   |X|   Leased Employees as defined in Subsection
                              2.01(cc).

                  (D)   |X|   nonresident aliens who do not receive any earned
                              income from the Employer which constitutes United
                              States source income.

                  (E)   |X|   other: Any individual who is characterized by the
            Employer for a period as other than a common law employee,
            including, but not limited to, an independent contractor, leased
            employee, or other similar category, even if such individual is, for
            any reason, retroactively reclassified for such period as a common
            law employee.

                        Note: No exclusion in this Subsection 1.04(c) may create
                        a discriminatory class of employees. An Employer's Plan
                        must still pass the Internal Revenue Code coverage
                        requirements if one or more of the above groups of
                        Employees have been excluded from the Plan.

      (d)   The Entry Dates shall be (check one):

            (1)   |_|   immediate upon meeting the eligibility requirements
                        specified in Subsections 1.04(a), (b), and (c).


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            (2)   |X|   the first day of each Plan Year and the first day of the
                        seventh month of each Plan Year. For "special
                        arrangement" Employees (as defined in addendum [phrase
                        in bold italics added to prototype provision]

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

            (4)   |X|   the first day of each month. For "regular" Employees (as
                        defined in addendum). [phrase in bold italics added to
                        prototype provision]

            (5)   |_|   the first day of each Plan Year (do not select if there
                        is an Eligibility Service requirement of more than six
                        months in Subsection 1.04(b) or if there is an age
                        requirement of more than 20 1/2 in Subsection 1.04(a)).

      (e)   |_|   Special Entry Date(s) - In addition to the Entry Dates
                  specified in Subsection 1.04(d) above, the following special
                  Entry Date(s) apply for Nonelective and/or Matching Employer
                  Contributions. (Special Entry Dates may only be selected if
                  Option 1.04(b)(2), special Eligibility Service requirement, is
                  checked. The same Entry Dates must be selected for
                  contributions that are subject to the same Eligibility Service
                  requirements.)

            (1)   The special Entry Date(s) shall apply to (check the
                  appropriate box(es)):

                  (A)   |_|   Nonelective Employer Contributions

                  (B)   |_|   Matching Employer Contributions

            (2)   The special Entry Date(s) shall be: _______ (Fill in (2), (3),
                  (4), or (5) from Subsection 1.04(d) above).

      (f)   Date of Initial Participation - An Employee shall become a
            Participant unless excluded by Subsection 1.04(c) above on the Entry
            Date immediately following the date the Employee completes the
            service and age requirement(s) in Subsections 1.04(a) and (b), if
            any, except (check one):

            (1)   |X|   no exceptions.

            (2)   |_|   Employees employed on the Effective Date in Subsection
                        1.01(g) shall become Participants on that date.


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            (3)   |_| Employees who meet the age and service requirement(s) of
                  Subsections 1.04(a) and (b) on the Effective Date in
                  Subsection 1.01(g) shall become Participants on that date.

1.05  COMPENSATION

      Compensation for purposes of determining contributions shall be as defined
      in Subsection 2.01(j), modified as provided below.

      (a)   Compensation Exclusions: Compensation shall exclude the item(s)
            listed below for purposes of determining Deferral Contributions,
            Employee Contributions, if any, and Qualified Nonelective Employer
            Contributions, or if Subsection 1.01(b)(3), Profit Sharing Only, is
            selected, Nonelective Employer Contributions. Unless otherwise
            indicated in Subsection 1.05(b), these exclusions shall also apply
            in determining all other Employer-provided contributions. (Check the
            appropriate box(es); Options (2), (3), (4), (5), and (6) may not be
            elected with respect to Deferral Contributions if Option 1.10(a)(3),
            Safe Harbor Matching Employer Contributions is checked):

            (1)   |_|   No exclusions.

            (2)   |_|   Overtime Pay.

            (3)   |_|   Bonuses.

            (4)   |_|   Commissions.

            (5)   |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.

            (6)   |X|   Severance Pay.

      (b)   Special Compensation Exclusions for Determining Employer-Provided
            Contributions in Article 5 (either (1) or (2) may be selected, but
            not both):

            (1)   |_|   Compensation for purposes of determining Matching,
                        Qualified Matching, and Nonelective Employer
                        Contributions shall exclude: _______________ (Fill in
                        number(s) for item(s) from Subsection 1.05(a) above that
                        apply.)


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            (2)   |_|   Compensation for purposes of determining Nonelective
                        Employer Contributions only shall exclude:
                        _____________________ ____ (Fill in number(s) for
                        item(s) from Subsection 1.05(a) above that apply.)

                  Note: If the Employer selects Option (2), (3), (4), (5), or
                  (6) with respect to Nonelective Employer Contributions,
                  Compensation must be tested to show that it meets the
                  requirements of Code Section 414(s) or 401(a)(4). These
                  exclusions shall not apply for purposes of the "Top Heavy"
                  requirements in Section 15.03, or for allocating safe harbor
                  Matching Employer Contributions if Subsection 1.10(a)(3) is
                  selected, for allocating safe harbor Nonelective Employer
                  Contributions if Subsection 1.11(a)(3) is selected, or for
                  allocating non-safe harbor Nonelective Employer Contributions
                  if the Integrated Formula is elected in Subsection 1.11(b)(2).

      (c)   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.

                  Note: If the initial Plan Year of a new Plan consists of fewer
                  than 12 months from the Effective Date in Subsection
                  1.01(g)(1) through the end of the initial Plan Year,
                  Compensation for purposes of determining the amount of
                  contributions, other than non-safe harbor Nonelective Employer
                  Contributions, under the Plan shall be the period from such
                  Effective Date through the end of the initial year. However,
                  for purposes of determining the amount of non-safe harbor
                  Nonelective Employer Contributions and for other Plan
                  purposes, where appropriate, the full 12-consecutive-month
                  period ending on the last day of the initial Plan Year shall
                  be used.

1.06  TESTING RULES

      (a)   ADP/ACP Present Testing Method - The testing method for purposes of
            applying the "ADP" and "ACP" tests described in Sections 6.03 and
            6.06 of the Plan shall be the (check one):

            (1)   |_|   Current Year Testing Method - The ADP or ACP of Highly
                        Compensated Employees for the Plan Year shall be
                        compared to the ADP or ACP of Non-Highly Compensated
                        Employees for the same Plan Year. (Must choose if Option
                        1.01(a)(3), Safe Harbor Matching Employer Contributions,
                        or Option 1.11(a)(3), Safe Harbor Formula, with respect
                        to Nonelective Employer Contributions is checked.)


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            (2)   |X|   Prior Year Testing Method - The ADP or ACP of Highly
                        Compensated Employees for the Plan Year shall be
                        compared to the ADP or ACP of Non-Highly Compensated
                        Employees for the immediately preceding Plan Year. (Do
                        not choose if Option 1.10(a)(3), Safe Harbor Matching
                        Employer Contributions, or Option 1.11(a)(3), Safe
                        Harbor Formula, with respect to Nonelective Employer
                        Contributions is checked.)

            (3)   |_|   Not applicable. (Only if Option 1.01(b)(3), Profit
                        Sharing Only, is checked.)

      (b)   |X|   ADP/ACP Testing Methods Used in Prior Years - For Plan Years
                  prior to the effective date of this amendment, the "ADP" and
                  "ACP" tests were applied using a different testing method as
                  shown in the ADP/ACP Testing Methods History Addendum to the
                  Adoption Agreement. (Choose if there has been a change in the
                  testing method used under the Plan.)

      (c)   |_|   Initial Year Testing Method - For the initial Plan Year of a
                  new Plan, other than a successor plan, the ADP and ACP tests
                  shall be applied (check one):

            (1)   |_|   assuming a 3% ADP and ACP for Non-Highly Compensated
                        Employees.

            (2)   |_|   using the actual ADP and ACP of Non-Highly Compensated
                        Employees for the initial Plan Year.

      (d)   HCE Determinations: Look Back Year - The look back year for purposes
            of determining which Employees are Highly Compensated Employees
            shall be the 12-consecutive-month period preceding the Plan Year,
            unless otherwise provided below.

            (1)   |_|   Calendar Year Determination - The look back year shall
                        be the calendar year beginning within the preceding Plan
                        Year. (Do not choose if the Plan Year is the calendar
                        year.)

            (2)   |_|   Prior Plan Years - For Plan Years prior to the effective
                        date of this amendment, the Plan was operated in
                        accordance with a different look back year election as
                        shown in the Special Effective Dates Addendum to the
                        Adoption Agreement. (Choose if there has been a change
                        in the look back year used under the Plan.)


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      (e)   HCE Determinations: Top Paid Group - Employees with Compensation
            exceeding $80,000 (as indexed) shall be considered Highly
            Compensated Employees only if they are in the top paid group (the
            top 20% of Employees ranked by Compensation), unless otherwise
            provided below.

            (1)   |X|   No Top Paid Group Election Current Plan Year - All
                        Employees with Compensation exceeding $80,000 (as
                        indexed) shall be considered Highly Compensated
                        Employees.

            (2)   |X|   Prior Plan Years - For Plan Years prior to the effective
                        date of this amendment, the Plan was operated in
                        accordance with a different top paid group election as
                        shown in the Special Effective Dates Addendum to the
                        Adoption Agreement. (Choose if the Plan has used the top
                        paid group election in since prior Plan Years, but not
                        in others.)

            Note: Effective for determination years beginning on or after
            January 1, 1998, if the Employer elects Option 1.06(d)(1) and/or
            applies the top paid group election described in Subsection 1.06(e),
            such election must apply consistently to all retirement plans of the
            Employer for determination years that begin with or within the same
            calendar year (except that Option 1.06(d)(1), Calendar Year
            Determination, shall not apply to calendar year plans). Effective
            for determination years beginning on or after January 1, 2000, any
            such election must apply consistently to all plans of the Employer,
            including non-retirement plans.

1.07  DEFERRAL CONTRIBUTIONS

      (a)   |X|   Deferral Contributions - Participants may elect to have a
                  portion of their Compensation contributed to the Plan on a
                  before-tax basis pursuant to Code Section 401(k).

            (1)   Regular Contributions - The Employer shall make a Deferral
                  Contribution in accordance with Section 5.03 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 18.00% (not to exceed 25%) of Compensation for
                  that period.

                  Note: The percentage elected above must be less than 25% in
                  order to satisfy the limitation on annual additions under Code
                  Section 415 if other types of contributions are provided under
                  the Plan.


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                  (A)   |X|   Instead of specifying a percentage of
                              Compensation, a Participant's salary reduction
                              agreement may specify a dollar amount to be
                              contributed each payroll period, provided such
                              dollar amount does not exceed the maximum
                              percentage of Compensation specified in Subsection
                              1.07(a)(1) above.

                  (B)   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)  |X|   as of the first day of each month.

                        (iii) |_|   as of the next Entry Date. (Do not select if
                                    Option 1.04(d)(1), immediate entry, is
                                    checked.)

                        (iv)  |_|   other. (Specify, but must be at least once
                                    per Plan Year)

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

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

                        Note: Notwithstanding the Employer's election hereunder,
                        if Option 1.10(a)(3), Safe Harbor Matching Employer
                        Contributions, or 1.11(a)(3), Safe Harbor Formula, with
                        respect to Nonelective Employer Contributions is
                        checked, the Plan provides that an Active Participant
                        may change his salary reduction agreement percentage for
                        the Plan Year within a reasonable period (not fewer than
                        30 days) of receiving the notice described in Section
                        6.10.

                  (C)   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)  |_|   any subsequent Entry Date. (Do not select if
                                    Option 1.04(d)(1), immediate entry, is
                                    checked.)

                        (iii) |X|   other. (Specify, but must be at least once
                                    per Plan Year)

                                    As of the first day of each month


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            (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)
                        designated by the Employer.

            (3)   |X|   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 designated by the Employer on
                        a uniform and non-discriminatory basis that are made for
                        such Participants during the Plan Year. The Compensation
                        definition elected by the Employer in Subsection 1.05(a)
                        must include bonuses if bonus contributions are
                        permitted.

                  Note: A Participant's contributions under Subsection
                  1.07(a)(2) and/or (3) may not cause the Participant to exceed
                  the percentage limit specified by the Employer in Subsection
                  1.07(a)(1) for the full 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 "ADP" and/or the "ACP" test.

1.08  EMPLOYEE CONTRIBUTIONS

      (a)   |X|   Employee Contributions - Participants either currently are or
                  previously were permitted to contribute amounts to the Plan on
                  an after-tax basis. (check one):

            (1)   |X|   Future Employee Contributions - Participants may make
                        voluntary, nondeductible, after-tax Employee
                        Contributions pursuant to Section 5.08 of the Plan. A
                        Participant's Employee Contributions for the Plan Year
                        may not exceed 10% of his Compensation for the Plan
                        Year. (Only if Option 1.07(a), Deferral Contributions,
                        is checked.)

            (2)   |_|   Frozen Employee Contributions - Participants may not
                        currently make after-tax Employee Contributions to the
                        Plan, but the Employer does maintain frozen Employee
                        Contributions Accounts.


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1.09  QUALIFIED NONELECTIVE CONTRIBUTIONS

(a)   Qualified Nonelective Employer Contributions - If Option 1.07(a), Deferral
      Contributions, is checked, the Employer may contribute an amount which it
      designates as a Qualified Nonelective Employer Contribution to be included
      in the "ADP" or "ACP" test. Qualified Nonelective Employer Contributions
      shall be allocated to Participants who were eligible to participate in the
      Plan at any time during the Plan Year and are Non-Highly Compensated
      Employees (check one):

            (1)   |_|   either (A) in the ratio which each Participant's
                        "testing compensation", as defined in Subsection
                        6.01(t), for the Plan Year bears to the total of all
                        Participant's "testing compensation" for the Plan Year
                        or (B) as a flat dollar amount.

            (2)   |X|   as a percentage of the lowest paid Participant's
                        "testing compensation", as defined in Subsection
                        6.01(t), for the Plan Year up to the lower of (A) the
                        maximum amount contributable under the Plan or (B) the
                        amount necessary to satisfy the "ADP" or "ACP" test. If
                        any Qualified Nonelective Employer Contribution remains,
                        allocation shall continue in the same manner to the next
                        lowest paid Participants until the Qualified Nonelective
                        Employer Contribution is exhausted.

            (3)   |_|   not applicable. (Only if Option 1.01(b)(3), Profit
                        Sharing Only, is checked.)

1.10  MATCHING EMPLOYER CONTRIBUTIONS (Only if Option 1.07(a), Deferral
      Contributions is checked)

      (a)   |X|   Basic Matching Employer Contributions (check one):

            (1)   |X|   Non-Discretionary Matching Employer Contributions - The
                        Employer shall make a basic Matching Employer
                        Contribution on behalf of each Participant in an amount
                        equal to the following percentage of a Participant's
                        Deferral Contributions during the Contribution Period
                        (check (A) or (B) and, if applicable, (C)):

                  Note: Effective for Plan Years beginning on or after January
                  1, 1999, if the Employer elected Option 1.11(a)(3), Safe
                  Harbor Formula, with respect to Nonelective Employer
                  Contributions and meets the requirements for deemed
                  satisfaction of the "ADP" test in Subsection 6.10 for a Plan
                  Year, the Plan will also be deemed to satisfy the "ACP" test
                  for such Plan Year with respect to Matching Employer
                  Contributions if Matching Employer Contributions hereunder
                  meet the requirements in Section 6.11.


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                  (A)   |X|   Single Percentage Match: 100.00%

                  (B)   |_|   Tiered Match:

                        ______% of the first ______% of the Active Participant's
                        Compensation contributed to the Plan,

                        ______% of the next ______% of the Active Participant's
                        Compensation contributed to the Plan,

                        ______% of the next ______% of the Active Participant's
                        Compensation contributed to the Plan.

                        Note: The percentages specified above for basic Matching
                        Employer Contributions may not increase as the
                        percentage of Compensation contributed increases.

                  (C)   |X|   Limit on Non-Discretionary Matching Employer
                              Contributions (check the appropriate box(es)):

                        (i)   |X|   Deferral Contributions in excess of 4.00% of
                                    the Participant's Compensation for the
                                    period in question shall not be considered
                                    for non-discretionary Matching Employer
                                    Contributions.

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

                        (ii)  |_|   Matching Employer Contributions for each
                                    Participant for each Plan Year shall be
                                    limited to $_____.

            (2)   |_|   Discretionary Matching Employer Contributions - The
                        Employer may make a basic Matching Employer Contribution
                        on behalf of each Participant in an amount equal to the
                        percentage declared for the Contribution Period, if any,
                        by 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 Contribution Period. The Board of Directors'
                        Resolution (or Letter of Intent, if applicable) may
                        limit the Deferral Contributions matched to a specified
                        percentage of Compensation or limit the amount of the
                        match to a specified dollar amount.


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            (A)   |_|   4% Limitation on Discretionary Matching Employer
                        Contributions for Deemed Satisfaction of "ACP" Test -
                        Effective only for Plan Years beginning on or after
                        January 1, 2000, in no event may the dollar amount of
                        the discretionary Matching Employer Contribution made on
                        a Participants behalf for the Plan Year exceed 4% of the
                        Participant's Compensation for the Plan Year. (Only if
                        Option 1.11(a)(3), Safe Harbor Formula, with respect to
                        Nonelective Employer Contributions is checked.)

            (3)   |_|   Safe Harbor Matching Employer Contributions - Effective
                        only for Plan Years beginning on or after January 1,
                        1999, if the Employer elects one of the safe harbor
                        formula Options provided in the Safe Harbor Matching
                        Employer Contribution Addendum to the Adoption Agreement
                        and provides written notice each Plan Year to all Active
                        Participants of their rights and obligations under the
                        Plan, the Plan shall be deemed to satisfy the "ADP" test
                        and, in certain circumstances, the "ACP" test.

      (b)   |_|   Additional Matching Employer Contributions - The Employer may
                  at Plan Year end make an additional Matching Employer
                  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 Option 1.10(a)(1) or (3) is checked.) The Board of
                  Directors' Resolution (or Letter of Intent, if applicable) may
                  limit the Deferral Contributions matched to a specified
                  percentage of Compensation or limit the amount of the match to
                  a specified dollar amount.

            (1)   |_|   4% Limitation on Discretionary Matching Employer
                        Contributions for Deemed Satisfaction of "ACP" Test -
                        Effective only for Plan Years beginning on or after
                        January 1, 2000, in no event may the dollar amount of
                        the additional Matching Employer Contribution made on a
                        Participant's behalf for the Plan Year exceed 4% of the
                        Participant's Compensation for the Plan Year. (Only if
                        Option 1.10(a)(3), Safe Harbor Matching Employer
                        Contributions, or Option 1.11(a)(3), Safe Harbor
                        Formula, with respect to Nonelective Employer
                        Contributions is checked.)


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            Note: If the Employer elected Option 1.10(a)(3), Safe Harbor
            Matching Employer Contributions, above and wants to be deemed to
            have satisfied the "ADP" test for Plan Years beginning on or after
            January 1, 1999, the additional Matching Employer Contribution must
            meet the requirements of Section 6.10. In addition to the foregoing
            requirements, if the Employer elected either Option 1.10(a)(3), Safe
            Harbor Matching Employer Contributions, or Option 1.11(a)(3), Safe
            Harbor Formula, with respect to Nonelective Employer Contributions,
            and wants to be deemed to have satisfied the "ACP" test with respect
            to Matching Employer Contributions for the Plan Year, the Deferral
            Contributions matched may not exceed the limitations in Section
            6.11.

      (c)   Contribution Period for Matching Employer Contributions - The
            Contribution Period for purposes of calculating the amount of basic
            Matching Employer Contributions described in Subsection 1.10(a)(l)
            or (2) is:

           (1)    |_|   each calendar month.

           (2)    |_|   each Plan Year quarter.

           (3)    |X|   each Plan Year.

           (4)    |_|   each payroll period.

            The Contribution Period for safe harbor Matching Employer
            Contributions described in Subsection 1.10(a)(3) and additional
            Matching Employer Contributions described in Subsection 1.10(b) is
            the Plan Year.

      (d)   Continuing Eligibility Requirement(s) - A Participant who makes
            Deferral Contributions during a Contribution Period shall only be
            entitled to receive Matching Employer Contributions under Section
            1.10 for that Contribution Period if the Participant satisfies the
            following requirement(s) (Check the appropriate box(es). Options (3)
            and (4) may not be elected together; Option (5) may not be elected
            with Option (2), (3), or (4); Options (2), (3), (4), (5) and (7) may
            not be elected with respect to basic Matching Employer Contributions
            if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions,
            is checked):

            (1)   |X|   No requirements.

            (2)   |_|   Is employed by the Employer or a Related Employer on
                        the last day of the Contribution Period.


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            (3)   |_|   Earns at least 501 Hours of Service during the Plan
                        Year. (Only if the Contribution Period is the Plan
                        Year.)

            (4)   |_|   Earns at least 1,000 Hours of Service during the Plan
                        Year. (Only if the Contribution Period is the Plan
                        Year.)

            (5)   |_|   Either earns at least 501 Hours of Service during the
                        Plan Year or is employed by the Employer or a Related
                        Employer on the last day of the Plan Year. (Only if the
                        Contribution Period is the Plan Year.)

            (6)   |_|   Is not a Highly Compensated Employee for the Plan Year.

            (7)   |_|   Is not a partner or a member of the Employer, if the
                        Employer is a partnership or an entity taxed as a
                        partnership.

            (8)   |_|   Special continuing eligibility requirement(s) for
                        additional Matching Employer Contributions. (Only if
                        Options 1.10(b), Additional Matching Employer
                        Contributions, is checked.)

                  (A)   The continuing eligibility requirement(s) for additional
                        Matching Employer Contributions is/are: ___________
                        (Fill in number of applicable eligibility requirement(s)
                        from above.)

            Note: If Option (2), (3), (4), or (5) above is selected, then
            Matching Employer Contributions can only be funded by the Employer
            after the Contribution Period or Plan Year ends. Matching Employer
            Contributions funded during the Contribution Period or Plan Year
            shall not be subject to the eligibility requirements of Option (2),
            (3), (4), or (5). If Option (2), (3), (4), or (5) is adopted during
            a Contribution Period or Plan Year, as applicable, such Option shall
            not become effective until the first day of the next Contribution
            Period or Plan Year.

      (e)   |X|   Qualified Matching Employer Contributions - Prior to
                  making any Matching Employer Contribution hereunder (other
                  than a safe harbor Matching Employer Contribution), the
                  Employer may designate all or a portion of such Matching
                  Employer Contribution as a Qualified Matching Employer
                  Contribution that may be used to satisfy the "ADP" test on
                  Deferral Contributions and excluded in applying the "ACP" test
                  on Employee and Matching Employer Contributions.

            Note: Qualified Matching Contributions may not be excluded in
            applying the "ACP" test for a Plan Year if the Employer elected
            Option 1.10(a)(3), Safe Harbor Matching Contributions, or Option
            1.11(a)(3), Safe Harbor Formula, with respect to Nonelective
            Employer Contributions, and the "ADP" test is deemed satisfied under
            Section 6.10 for such Plan Year.


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            (1)   Qualified Matching Employer Contributions shall be allocated
                  to Participants who meet the continuing eligibility
                  requirement(s) described in Subsection 1.10(d) above for the
                  type of Matching Employer Contribution being characterized as
                  a Qualified Matching Employer Contribution and who (check
                  one):

                  (A)   |_|   are Non-Highly Compensated Employees for the Plan
                              Year.

                  (B)   |X|   are either Non-Highly Compensated or Highly
                              Compensated Employees for the Plan Year.

1.11  NONELECTIVE EMPLOYER CONTRIBUTIONS

      Note: An Employer may elect both a fixed formula and a discretionary
      formula. If both are selected, the discretionary formula shall be treated
      as an additional Nonelective Employer Contribution and allocated
      separately in accordance with the allocation formula selected by the
      Employer.

      (a)   |_|   Fixed Formula (check one):

            (1)   |_|   Fixed Percentage Employer Contribution - For each Plan
                        Year, the Employer shall contribute for each eligible
                        Active Participant an amount equal to ______ (not to
                        exceed 15%) of such Active Participant's Compensation.

            (2)   |_|   Fixed Flat Dollar Employer Contribution - The Employer
                        shall contribute for each eligible Active Participant an
                        amount equal to $_____.

                  The contribution amount is based on an Active Participant's
                  service for the following period:

                  (A)   |_|   Each paid hour.

                  (B)   |_|   Each payroll period.

                  (C)   |_|   Each Plan Year.

                  (D)   |_|   Other: ___________________________________________


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            (3)   |_|   Safe Harbor Formula - Effective only with respect to
                        Plan Years that begin on or after January 1, 1999, the
                        Nonelective Employer Contribution is intended to satisfy
                        the safe harbor contribution requirements under the Code
                        such that the "ADP" test is deemed satisfied. Please
                        complete the Safe Harbor Nonelective Employer
                        Contribution Addendum to the Adoption Agreement. (Choose
                        only if Option 1.07(a), Deferral Contributions, is
                        checked.)

      (b)   |_|   Discretionary Formula - The Employer may decide each Plan Year
                  whether to make a discretionary Nonelective Employer
                  Contribution on behalf of eligible Active Participants in
                  accordance with Section 5.10. Such contributions shall be
                  allocated to eligible Active Participants based upon the
                  following (check (1) or (2)):

            (1)   |_|   Non-integrated Allocation Formula - In the ratio that
                        each eligible Active Participant's Compensation bears to
                        the total Compensation paid to all eligible Active
                        Participants for the Plan Year.

            (2)   |_|   Integrated Allocation Formula - As (A) a percentage of
                        each eligible Active Participant's Compensation plus (B)
                        a percentage of each eligible Active Participant's
                        Compensation in excess of the "integration level" as
                        defined below. The percentage of Compensation in excess
                        of the "integration level" shall be equal to the lesser
                        of the percentage of the Active Participant's
                        Compensation allocated under (A) above or the "permitted
                        disparity limit" as defined below.

                  Note: An Employer that has elected the Safe Harbor formula in
                  Subsection 1.11(a)(3) above may not take Nonelective Employer
                  Contributions made to satisfy the safe harbor into account in
                  applying the integrated allocation formula described above.

                  "Integration level" means the Social Security taxable wage
                  base for the Plan Year, unless the Employer elects a lesser
                  amount in (A) or (B) below.

                  (A)   ______% (not to exceed 100%) of the Social Security
                        taxable wage base for the Plan Year, or

                  (B)   $_____ (not to exceed the Social Security taxable wage
                        base).

                  "Permitted disparity limit" means the percentage provided by
                  the following table:


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                  ==============================================================
                  If the "Integration Level"     But Less Than    The "Permitted
                   is at least ____% of the      ____% of the        Disparity
                     Taxable Wage Base         Taxable Wage Base       Limit" is
                  --------------------------------------------------------------
                                0%                     20%             5.7%
                  --------------------------------------------------------------
                               20%                     80%             4.3%
                  --------------------------------------------------------------
                               80%                    100%             5.4%
                  --------------------------------------------------------------
                              100%                    N/A              5.7%
                  ==============================================================

                  Note: An Employer who maintains any other plan that provides
                  for Social Security Integration (permitted disparity) may not
                  elect 1.11(b)(2).

      (c)   Continuing Eligibility Requirement(s) - A Participant shall only be
            entitled to receive Nonelective Employer Contributions for a Plan
            Year under this Section 1.11 if the Participant satisfies the
            following requirement(s) (Check the appropriate box(es) - Options
            (3) and (4) may not be elected together; Option (5) may not be
            elected with Option (2), (3), or (4); Options (2), (3), (4), (5) and
            (7) may not be elected with respect to Nonelective Employer
            Contributions under the fixed formula if Option 1.11(a)(3), Safe
            Harbor Formula, is checked):

            (1)   |_|   No requirements.

            (2)   |_|   Is employed by the Employer or a Related Employer on the
                        last day of the Plan Year.

            (3)   |_|   Earns at least 501 Hours of Service during the Plan
                        Year.

            (4)   |_|   Earns at least 1,000 Hours of Service during the Plan
                        Year.

            (5)   |_|   Either earns at least 501 Hours of Service during the
                        Plan Year or is employed by the Employer or a Related
                        Employer on the last day of the Plan Year.

            (6)   |_|   Is not a Highly Compensated Employee for the Plan Year.

            (7)   |_|   Is not a partner or a member of the Employer, if the
                        Employer is a partnership or an entity taxed as a
                        partnership.

            (8)   |_|   Special continuing eligibility requirement(s) for
                        discretionary Nonelective Employer Contributions. (Only
                        if both Options 1.11(a) and (b) are checked.)


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                  (A)   The continuing eligibility requirement(s) for additional
                        discretionary Nonelective Employer Contributions is/are:
                        __________ (Fill in number of applicable eligibility
                        requirement(s) from above.)

            Note: If Option (2), (3), (4), or (5) above is selected then
            Nonelective Employer Contributions can only be funded by the
            Employer after the Plan Year ends. Nonelective Employer
            Contributions funded during the Plan Year shall not be subject to
            the eligibility requirements of Option (2), (3), (4), or (5). If
            Option (2), (3), (4), or (5) is adopted during a Plan Year, such
            Option shall not become effective until the first day of the next
            Plan Year.

1.12  EXCEPTIONS TO CONTINUING ELIGIBILITY REQUIREMENTS

      |_|   Death, Disability, and Retirement Exception to Eligibility
            Requirements - Active Participants who do not meet any last day or
            Hours of Service requirement under Subsection 1.10(d) or 1.11(c)
            because they become disabled, as defined in Section 1.14, retire, as
            provided in Subsection 1.13(a), (b), or (c), or die shall
            nevertheless receive an allocation of Nonelective Employer and/or
            Matching Employer Contributions. No Compensation shall be imputed to
            Active Participants who become disabled for the period following
            their disability.

1.13  RETIREMENT

      (a)   The Normal Retirement Age under the Plan is (check one);

            (1)   |X|   age 65.

            (2)   |_|   age _____ (specify between 55 and 64).

            (3)   |_|   later of age ______ (not to exceed 65) or the fifth
                        anniversary of the Participant's Employment Commencement
                        Date.

      (b)   |X|   The Early Retirement Age is the first day of the month after
                  the Participant attains age 55.0 (specify 55 or greater) and
                  completes _____ years of Vesting Service.

            Note: If this Option is elected, Participants who are employed by
            the Employer or a Related Employer on the date they reach Early
            Retirement Age shall be 100% vested in their Accounts under the
            Plan.


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      (c)   |_|   A Participant who becomes disabled, as defined in Section
                  1.14, is eligible for disability retirement.

            Note: If this Option is elected. Participants who are employed by
            the Employer or a Related Employer on the date they become disabled
            shall be 100% vested in their Accounts under the Plan.

1.14  DEFINITION OF DISABLED

      A Participant is disabled if he/she (check the appropriate box(es)):

      (a)   |_|   satisfies the requirements for benefits under the Employer's
                  Long-Term Disability Plan.

      (b)   |X|   satisfies the requirements for Social Security disability
                  benefits.

      (c)   |_|   is determined to be disabled by a physician approved by the
                  Employer.

1.15  VESTING

      A Participant's vested interest in Matching Employer Contributions and/or
      Nonelective Employer Contributions, other than Safe Harbor Matching
      Employer and/or Nonelective Employer Contributions elected in Subsection
      1.10(a)(3) or 1.11(a)(3), shall be based upon his years of Vesting
      Service and the schedule(s) selected below, except as provided in
      Subsection 1.21(d) or in the Grandfathered Vesting Schedule Addendum to
      the Adoption Agreement.

      (a)   |_|   Years of Vesting Service shall exclude:

            (1)   |_|   for new plans, service prior to the Effective Date as
                        defined in Subsection 1.01(g)(1).

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


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      (b)   Vesting Schedule(s)

            (1)   Nonelective Employer Contributions (check one):

                  (A)   |X|   N/A - No Nonelective Employer Contributions

                  (B)   |_|   100% Vesting immediately

                  (C)   |_|   3 year cliff (see C below)

                  (D)   |_|   5 year cliff (see D below)

                  (E)   |_|   6 year graduated (see E below)

                  (F)   |_|   7 year graduated (see F below)

                  (G)   |_|   Other vesting (complete G1 below)

            (2)   Matching Employer Contributions (check one):

                  (A)   |_|   N/A - No Matching Employer Contributions

                  (B)   |X|   100% Vesting immediately

                  (C)   |_|   3 year cliff (see C below)

                  (D)   |_|   5 year cliff (see D below)

                  (E)   |_|   6 year graduated (see E below)

                  (F)   |_|   7 year graduated (see F below)

                  (G)   |_|   Other vesting (complete G2 below)

           Years of
       Vesting Service                   Applicable Vesting Schedule(s)
      ==========================================================================
                         C         D         E         F         G1        G2
      ==========================================================================
            0            0%        0%        0%        0%        ___%      ___%
      --------------------------------------------------------------------------
            1            0%        0%        0%        0%        ___%      ___%
      --------------------------------------------------------------------------
            2            0%        0%       20%        0%        ___%      ___%
      --------------------------------------------------------------------------
            3          100%        0%       40%       20%        ___%      ___%
      --------------------------------------------------------------------------
            4          100%        0%       60%       40%        ___%      ___%
      --------------------------------------------------------------------------
            5          100%      100%       80%       60%        ___%      ___%
      --------------------------------------------------------------------------
            6          100%      100%      100%       80%        ___%      ___%
      --------------------------------------------------------------------------
        7 or more      100%      100%      100%      100%     100.00%   100.00%
      ==========================================================================

            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.


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            Note: If the Plan is being amended to provide a more restrictive
            vesting schedule, the more favorable vesting schedule shall continue
            to apply to Participants who are Active Participants immediately
            prior to the later of (1) the effective date of the amendment or (2)
            the date the amendment is adopted. Grandfathered vesting schedules
            are reflected in the Grandfathered Vesting Schedule Addendum to the
            Adoption Agreement.

      (c)   |_|   A vesting schedule different from the vesting schedule(s)
                  selected above applies to certain persons employed prior to
                  the effective date of this amendment. Please complete the
                  Grandfathered Vesting Schedule Addendum to the Adoption
                  Agreement.

      (d)   |_|   Application of Forfeitures - If a participant forfeits any
                  portion of his non-vested Account balance as provided in
                  Section 6.04, 6.07, or 11.08, such forfeitures shall be used
                  to reduce administrative expenses under the Plan, if any. Any
                  forfeitures remaining after administrative expenses have been
                  paid shall be (check one):

            (1)   |X|   N/A - Either (A) there are no Matching Employer
                        Contributions under the Plan and all other Employer
                        Contributions are 100% vested when made or (B) there are
                        no Employer Contributions under the Plan.

            (2)   |_|   applied to reduce Employer contributions.

            (3)   |_|   allocated among the Accounts of eligible Participants in
                        the manner provided in Section 1.11. (Only if Option
                        1.11(a) or (b) is checked.)

1.16  PREDECESSOR EMPLOYER SERVICE

      |_|   Service for purposes of eligibility in Subsection 1.04(b) and
            vesting in Subsection 1.15(b) of this Plan shall include service
            with the following predecessor employer(s):

      (a)   ______________________________________________________________

      (b)   ______________________________________________________________

      (c)   ______________________________________________________________

      (d)   ______________________________________________________________


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1.17  PARTICIPANT LOANS

      Participant loans (check one):

      (a)   |X|   are allowed in accordance with Article 9 and loan procedures
                  outlined in the Service Agreement.

      (b)   |_|   are not allowed.

1.18  IN-SERVICE WITHDRAWALS

      Participants may make withdrawals prior to termination of employment under
      the following circumstances (check the appropriate box(es)):

      (a)   |X|   Hardship Withdrawals - Hardship withdrawals from a
                  Participant's Deferral Contributions Account shall be allowed
                  in accordance with Section 10.05, subject to a $500 minimum
                  amount.

      (b)   |X|   Age 59 1/2 - Participants shall be entitled to receive a
                  distribution of all or any portion of the following Accounts
                  upon attainment of age 59 1/2 (check one):

                (1)   |_|  Deferral Contributions Account

                (2)   |X|  All Accounts

      (c)   Withdrawal of Employee Contributions and Rollover Contributions -
            The Plan provides for in-service withdrawals of Rollover
            Contributions at any time. Employee Contributions may be withdrawn
            in accordance with Section 10.02 subject to the following (check if
            applicable):

            (1)   |_|   Employees may not make such withdrawals more frequently
                        than:

            Note: If Option 1.18(c)(1) is not selected, withdrawals of Employee
            Contributions shall be permitted at any time.

      (d)   |X|   Protected In-Service Withdrawal Provisions - Check if the Plan
                  was converted by plan amendment or received transfer
                  contributions from another defined contribution plan, and
                  benefits under the other defined contribution plan were
                  payable as (check the appropriate box(es)):


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            (1)   |_|   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.

                        (i)   |_|   Special restrictions applied to such
                                    in-service withdrawals under the prior plan
                                    that the Employer wishes to continue under
                                    the Plan as restated hereunder. Please
                                    complete the Protected In-Service
                                    Withdrawals Addendum to the Adoption
                                    Agreement identifying the restrictions.

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

                        (i)   |_|   Special restrictions applied to such
                                    in-service withdrawals under the prior plan
                                    that the Employer wishes to continue under
                                    the Plan as restated hereunder. Please
                                    complete the Protected In-Service
                                    Withdrawals Addendum to the Adoption
                                    Agreement identifying the restrictions.

            (2)   |X|   another in-service withdrawal option that is a
                        "protected benefit" under Code Section 411(d)(6). Please
                        complete the Protected In-Service Withdrawals Addendum
                        to the Adoption Agreement identifying the in-service
                        withdrawal option(s).

1.19  FORM OF DISTRIBUTIONS

      Subject to Article 14, distributions under the Plan shall be paid as
      (check the appropriate box(es) with respect to optional forms):

      (a)   Lump Sum Payments - Lump sum payments are always available under the
            Plan. If a Participant's account balance is less than or equal to
            the "cashout limit", distribution shall be made to the Participant
            as soon as reasonably practicable following his termination of
            employment in a lump sum payment. Effective the first day of the
            first Plan Year beginning on or after August 5, 1997 (or the date
            the Plan is first operated in compliance with the increase, if
            later, but not later than the effective date specified in Subsection
            1.01(g)(1) or (2)), the "cashout limit" is $5,000 (increased from
            $3,500).


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      (b)   |X|   Installments Payments - In lieu of a lump sum, Participants
                  may elect distribution under a systematic withdrawal plan
                  (installments).

      (c)   |X|   Protected Benefit Forms - Check if the Plan was converted by
                  plan amendment or received transfer contributions from another
                  defined contribution plan, and benefits under the other
                  defined contribution plan were payable in any other form
                  (check the appropriate box(es)):

            (1)   |X|   The protected benefit forms apply to the Accounts of all
                        Participants (check the appropriate box(es)):

                  (A)   |X|   The prior plan provided a life annuity form of
                              payment.

                        (i)   The normal annuity form for unmarried Participants
                              is a single life annuity.

                              The normal annuity form for married Participants
                              is a 50.00% (must be at least 50%, but not more
                              than 100%) "qualified joint and survivor annuity".

                        (ii)  The normal form of distribution under the Plan is:

                              (I)   |X|   A lump sum payment.

                              (II)  |_|   A "qualified joint and survivor
                                          annuity".

                        (iii) The qualified preretirement survivor annuity
                              provided to a Participant's spouse is purchased
                              with __________% (must be at least 50%) of the
                              Participant's Account.

                  (B)   |_|   The prior plan provided other optional annuity
                              forms. The other optional annuity forms available
                              under the Plan are:

                              __________________________________________________

                              __________________________________________________

                              __________________________________________________

                              __________________________________________________


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                  (C)   |_|   The prior plan provided other forms of
                              distribution that are protected benefits. The
                              other forms of distribution available under the
                              Plan are:

                              __________________________________________________

                              __________________________________________________

                              __________________________________________________

                              __________________________________________________

            (2)   |_|   The protected benefit forms apply only to the Accounts
                        of a specified class of Participants. Please complete
                        the Protected Benefit Forms Addendum describing each
                        protected benefit and the class of Participants whose
                        Accounts are subject to distribution in the protected
                        benefit form.

1.20  TIMING OF DISTRIBUTIONS

      Except as provided in Subsection 1.20(b) and the Postponed Distribution
      Addendum to the Adoption Agreement, distribution shall be made to an
      eligible Participant from his vested interest in his Account as soon as
      reasonably practicable following the date the Participant's application
      for distribution is received by the Administrator, but in no event later
      than his Required Beginning Date, as defined in Subsection 2.01(ss).

      (a)   Required Beginning Date - The Required Beginning Date of a
            Participant who is not a five percent owner shall be determined
            under Code Section 401(a)(9) as amended by the Small Business Job
            Protection Act.

            (1)   |_|   If a Participant attained age 70 1/2 before January 1,
                        1999 (or such later date as may be specified below), he
                        may elect to have his Required Beginning Date determined
                        under Code Section 401(a)(9) as in effect prior to the
                        amendment. (Choose only if the Plan was originally
                        effective before January 1, 1997.)

                  (A)   |_|   A later effective date applies for grandfathering
                              the prior Code Section 401(a)(9) rules. Please
                              complete Section (d) of the Special Effective
                              Dates Addendum to the Adoption Agreement
                              indicating the late effective date.


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      (b)   |_|   Postponed Distributions - Check if the Plan was converted by
                  plan amendment from another defined contribution plan that
                  provided for the postponement of certain distributions from
                  the Plan to eligible Participants and the Employer wants to
                  continue to administer the Plan using the postponed
                  distribution provisions. Please complete the Postponed
                  Distribution Addendum to the Adoption Agreement indicating the
                  types of distributions that are subject to postponement and
                  the period of postponement.

      Note: An Employer may not provide for postponement of distribution to a
      Participant beyond the 60th day following the close of the Plan Year in
      which (1) the Participant attains Normal Retirement Age under the Plan,
      (2) the Participant's 10th anniversary of participation in the Plan
      occurs, or (3) the Participant's employment terminates, whichever is
      latest.

1.21  TOP HEAVY STATUS

      (a)   The Plan shall be subject to the Top-Heavy Plan requirements of
            Article 15 (check one):

            (1)   |_|   for each Plan Year, whether or not the Plan is a
                        "top-heavy plan" as defined in Subsection 15.01(f).

            (2)   |X|   for each Plan Year, if any, for which the Plan is a
                        "top-heavy plan" as defined in Subsection 15.01(f).

            (3)   |_|   Not applicable. (Choose only if Plan covers only
                        employees subject to a collective bargaining agreement.)

      (b)   In determining whether the Plan is a "top-heavy plan" for an
            Employer with at least one defined benefit plan, the following
            assumptions shall apply:

            (1)   |_|   Interest rate: ______% per annum.

            (2)   |_|   Mortality table: ______________________________________.

            (3)   |X|   Not applicable. (Choose only if either (A) Plan covers
                        only employees subject to a collective bargaining
                        agreement or (B) Employer does not maintain and has
                        never maintained any defined benefit plans.)


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      (c)   If the Plan is or is treated as a "top-heavy plan "for a Plan Year,
            each non-key Employee shall receive an Employer Contribution of at
            least 3.0 (3, 4, 5, or 7 1/2)% of Compensation for the Plan Year in
            accordance with Section 15.03. The minimum Employer Contribution
            provided in this Subsection 1.21(c) shall be made under this Plan
            only if the Participant is not entitled to such contribution under
            another qualified plan of the Employer, unless the Employer elects
            otherwise in (1) or (2) below:

            (1)   |X|   The minimum Employer Contribution shall be paid under
                        this Plan in any event.

            (2)   |_|   Not applicable. (Choose only if Plan covers only
                        employees subject to a collective bargaining agreement.)

            Note: The minimum Employer contribution may be less than the
            percentage indicated in Subsection 1.21(c) above to the extent
            provided in Section 15.03.

      (d)   If the Plan is or is treated as a "top-heavy plan" for a Plan Year,
            the following vesting schedule shall apply instead of the
            schedule(s) elected in Subsection 1.15(b) for such Plan Year and
            each Plan Year thereafter (check one):

            (1)   |_|   Not applicable. (Choose only if either (A) the
                        schedule(s) elected in Subsection 1.15(b) is/are more
                        favorable in all cases than the schedules available
                        below or

                        (B) Plan covers only employees subject to a collective
                        bargaining agreement.)

            (2)   |X|   100% vested after 0 (not in excess of 3) years of
                        Vesting Service.


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            (3)   |_|   Graded vesting:

                  ==============================================================
                   Years of Vesting            Vesting             Must be
                        Service              Percentage            at Least
                  --------------------------------------------------------------
                            0                                           0%
                  --------------------------------------------------------------
                            1                                           0%
                  --------------------------------------------------------------
                            2                                          20%
                  --------------------------------------------------------------
                            3                                          40%
                  --------------------------------------------------------------
                            4                                          60%
                  --------------------------------------------------------------
                            5                                          80%
                  --------------------------------------------------------------
                            6                                         100%
                  ==============================================================

                  Note: If the schedule(s) elected in Subsection 1.15(b) is/are
                  more favorable in all cases than the schedule elected in
                  Subsection 1.21(d) above, then the schedule(s) in Subsection
                  1.15(b) shall continue to apply even in Plan Years in which
                  the Plan is a "top-heavy plan".

1.22  CORRECTION TO MEET 415 REQUIREMENTS UNDER MULTIPLE DEFINED CONTRIBUTION
      PLANS

      If the Employer maintains other defined contribution plans, annual
      additions to a Participant's Account shall be limited as provided in
      Section 6.11 of the Plan to meet the requirements of Code Section 415,
      unless the Employer elects otherwise below and completes the 415
      Correction Addendum describing the order in which annual additions shall
      be limited among the plans.

      (a)   |_|   Other Order for Limiting Annual Additions


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1.23  INVESTMENT DIRECTION

      (a)   Investment Directions - Participant Accounts shall 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 the Service
                        Agreement.

            (2)   |X|   in accordance with investment directions provided to the
                        Trustee by each Participant for allocating his entire
                        Account among the Options listed in the Service
                        Agreement.

            (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)   |_|   Nonelective Employer Contributions

                  (B)   |_|   Matching Employer Contributions

                  The Employer must direct the applicable sources among the same
                  investment options made available for Participant directed
                  sources listed in the Service Agreement.

      (b)   |X|   404(c) Election (only if Option 1.23(a)(2) or 1.23(a)(3) is
                  checked) - The Administrator intends to treat this Plan as
                  being subject to ERISA Section 404(c).

1.24  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 Code Section 401. If the Employer wishes to obtain
      reliance that its Plan is 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
      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.


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<PAGE>

1.25  PROTOTYPE INFORMATION:
      Name of Prototype Sponsor:         Fidelity Management & Research Company
      Address of Prototype Sponsor:      82 Devonshire Street
                                         Boston, MA 02109

      Questions regarding this prototype document may be directed to the
      following telephone number: 1-800-684-5254.


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<PAGE>

                                 EXECUTION PAGE
                           (Prototype Sponsor's Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this ______ day of________________ ,_______.

                  Employer:
                              -----------------------------------------

                  By:         [ILLEGIBLE]
                              -----------------------------------------

                  Title:      CHIEF OPERATING OFFICER
                              -----------------------------------------


                  Employer:
                              -----------------------------------------

                  By:
                              -----------------------------------------

                  Title:
                              -----------------------------------------


Accepted by:

Fidelity Management Trust Company, as Trustee

By:                                                      Date:
       -----------------------------------------------         -----------------

Title:
       -----------------------------------------------


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<PAGE>

                                 EXECUTION PAGE
                                (Employer's Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this ______ day of________________ ,_______.

                  Employer:
                              -----------------------------------------

                  By:         [ILLEGIBLE]
                              -----------------------------------------

                  Title:      CHIEF OPERATING OFFICER
                              -----------------------------------------


                  Employer:
                              -----------------------------------------

                  By:
                              -----------------------------------------

                  Title:
                              -----------------------------------------


Accepted by:

Fidelity Management Trust Company, as Trustee

By:                                                      Date:
       -----------------------------------------------         -----------------

Title:
       -----------------------------------------------


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<PAGE>

                                    ADDENDUM

                           Re: SPECIAL EFFECTIVE DATES
                                       for

      Plan Name:  Digitas LLC Employee Savings Plan

      (a)   |_|   Special Effective Dates for Other Provisions - The following
                  provisions (e.g., new eligibility requirements, new
                  contribution formula, etc.) shall be effective as of the dates
                  specified herein:

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

      (b)   |_|   Plan Merger Effective Dates - The following plan(s) were
                  merged into the Plan after the Effective Date indicated in
                  Subsection 1.01(g)(1) or (2), as applicable. The provisions of
                  the Plan are effective with respect to the merged plan(s) as
                  of the date(s) indicated below:

            (1)   Name of merged plan: _________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  Effective
                  date:       __________________________________


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            (2)   Name of merged plan: _________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  Effective
                  date:       __________________________________

            (3)   Name of merged plan: _________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  Effective
                  date:       __________________________________

            (4)   Name of merged plan: _________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  Effective
                  date:       __________________________________

            (5)   Name of merged plan: _________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  Effective
                  date:       __________________________________


      (c)   HCE Determination - HCE determinations for prior Plan Years shall be
            made applying the following rules:

            (1)   |_|   HCE Determination: Look Back Year Elections - For Plan
                        Years prior to the effective date of this amendment, the
                        Plan was administered in accordance with the following
                        look back year election(s):


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                  (A)   |_|   No calendar year election - For the following Plan
                              Years, the look back year was the
                              12-consecutive-month period immediately preceding
                              the Plan Year:

                        ________________________________________________________

                        ________________________________________________________

                        ________________________________________________________

                  (B)   |_|   Calendar year election - For the following Plan
                              Years, the look back year was the calendar year
                              beginning within the preceding Plan Year:

                        ________________________________________________________

                        ________________________________________________________

                        ________________________________________________________

            (2)   |X| HCE Determination: Top Paid Group Elections - For Plan
                  Years prior to the effective date of this amendment, the Plan
                  was administered in accordance with the following top paid
                  group election(s):

                  (A)   |X|   For the following Plan Years, Highly Compensated
                              Employees included only the top 20% of Employees
                              ranked by Compensation:

                        1996, 1997, 1998, and 1999 plan years
                        ________________________________________________________

                        ________________________________________________________

                        ________________________________________________________


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                  (B)   |_|   For the following Plan Years, Highly Compensated
                              Employees included all Employees with Compensation
                              exceeding $80,000 (as indexed):

                        ________________________________________________________

                        ________________________________________________________

                        ________________________________________________________

            (d)   |_|   Late Effective Date for Grandfathering Prior Required
                        Beginning Date Rules

                  Effective date: January 1, __________ (Must be first day of
                  the calendar year beginning after the date the Plan was first
                  amended to comply with the new Required Beginning Date rules,
                  but not later than the first day of the calendar year
                  beginning after the end of the Employer's remedial amendment
                  period for making changes to comply with the Small Business
                  Job Protection Act.)


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<PAGE>

                                    ADDENDUM

                       Re: ADP/ACP TESTING METHODS HISTORY
                                       for

      Plan Name: Digitas LLC Employee Savings Plan

      (a)   For Plan Years prior to the date of this amendment, the Plan applied
            the following testing methods:

            (1)   |X|   Current Year Testing Method - The ADP/ACP tests for the
                        following Plan Years were applied using the current year
                        testing method described in Subsection 1.06(a)(1):

                  1996 plan years and earlier
                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

            (2)   |X|   Prior Year Testing Method - The ADP/ACP tests for the
                        following Plan Years were applied using the prior year
                        testing method described in Subsection 1.06(a)(2):

                  1997, 1998 and 1999 plan years
                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________


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<PAGE>

                                    ADDENDUM

                 Re: SAFE HARBOR MATCHING EMPLOYER CONTRIBUTION
                                       for

      Plan Name: Digitas LLC Employee Savings Plan

      (a)   Safe Harbor Matching Employer Contribution Formula

            Note: Matching Employer Contributions made under this Option must be
            100% vested when made and may only be distributed because of death,
            disability, separation from service, age 59 1/2, or termination of
            the Plan without the establishment of a successor plan. In addition,
            each Plan Year, the Employer must provide written notice to all
            Active Participants of their rights and obligations under the Plan.

            (1)   |_|   100% of the first 3% of the Active Participant's
                        Compensation contributed to the Plan and 50% of the next
                        2% of the Active Participant's Compensation contributed
                        to the Plan.

                  (A)   |_|   Safe harbor Matching Employer Contributions shall
                              not be made on behalf of Highly Compensated
                              Employees.

                  Note: If the Employer selects this formula and does not elect
                  Option 1.10(b), Additional Matching Employer Contributions,
                  Matching Employer Contributions will automatically meet the
                  safe harbor contribution requirements for deemed satisfaction
                  of the "ACP" test. (Employee Contributions must still be
                  tested.)

            (2)   |_|   Other Tiered Match:

                  _____% of the first _____% of the Active Participant's
                  Compensation contributed to the plan,

                  _____% of the next _____% of the Active Participant's
                  Compensation contributed to the plan,

                  _____% of the next _____% of the Active Participant's
                  Compensation contributed to the plan.

                  Note: To satisfy the safe harbor contribution requirement for
                  the "ADP" test, the percentages specified above for Matching
                  Employer Contributions may not increase as the percentage of
                  Compensation contributed increases, and the aggregate amount
                  of Matching Employer Contributions at such rates must at least
                  equal the aggregate amount of Matching Employer Contributions
                  which would be made under the percentages described in (a)(1)
                  of this Addendum.


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<PAGE>

                  (A)   |_|   Safe harbor Matching Employer Contributions shall
                              not be made on behalf of Highly Compensated
                              Employees.

                  (B)   |_|   The formula specified above is also intended to
                              satisfy the safe harbor contribution requirement
                              for deemed satisfaction of the "ACP" test with
                              respect to Matching Employer Contributions.
                              (Employee Contributions must still be tested.)

                        Note: To satisfy the safe harbor contribution
                        requirement for the "ACP" test, the Deferral
                        Contributions and/or Employee Contributions matched
                        cannot exceed 6% of a Participant's Compensation.


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<PAGE>

                                    ADDENDUM

                Re: SAFE HARBOR NONELECTIVE EMPLOYER CONTRIBUTION
                                       for

      Plan Name: Digitas LLC Employee Savings Plan

      (a)   For each Plan Year, the Employer shall contribute for each eligible
            Active Participant an amount equal to ________% (not less than 3%
            nor more than 15%) of such Active Participant's Compensation.

            Note: Contributions that are intended to satisfy the safe harbor
            contribution requirement must be 100% vested when made and may only
            be distributed because of death, disability, separation from
            service, age 59 1/2, or termination of the Plan without the
            establishment of a successor plan. In addition, each Plan Year, the
            Employer must provide written notice to all Active Participants of
            their rights and obligations under the Plan.

            (1)   |_|   Safe harbor Nonelective Employer Contributions shall not
                        be made on behalf of Highly Compensated Employees.

            (2)   |_|   In conjunction with its election of the safe harbor
                        described above, the Employer has elected to make
                        Matching Employer Contributions under Subsection 1.10
                        that are intended to meet the requirements for deemed
                        satisfaction of the "ACP" test with respect to Matching
                        Employer Contributions (i.e. (1) the percentage of
                        Deferral Contributions matched does not increase as the
                        percentage of Compensation contributed increases; (2)
                        Highly Compensated Employees are not provided a greater
                        percentage match than Non-Highly Compensated Employees;
                        (3) Deferral Contributions matched do not exceed 6% of a
                        Participant's Compensation; and (4) for Plan Years
                        beginning on or after January 1, 2000, the dollar amount
                        of any discretionary Matching Employer Contributions
                        made on a Participant's behalf for the Plan Year shall
                        not exceed 4% of the Participant's Compensation for the
                        Plan Year).


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<PAGE>

                                    ADDENDUM

                      Re: PROTECTED IN-SERVICE WITHDRAWALS
                                       for

      Plan Name: Digitas LLC Employee Savings Plan

      (a)   |_|   Restrictions on In-Service Withdrawals of Amounts Held for
                  Specified Period - The following restrictions apply to
                  in-service withdrawals made in accordance with Subsection
                  1.18(d)(1)(A) (cannot include any mandatory suspension of
                  contributions restriction):

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

      (b)   |_|   Restrictions on In-Service Withdrawals Because of
                  Participation in Plan for 60 or More Months - The following
                  restrictions apply to in-service withdrawals made in
                  accordance with Subsection 1.18(d)(1)(B) (cannot include any
                  mandatory suspension of contributions restriction):

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

      (c)   Other In-Service Withdrawal Provisions - In-service withdrawals from
            a Participant's Accounts specified below shall be available to
            Participants who satisfy the requirements also specified below:


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<PAGE>


            A Participant may withdrawal employer contributions as part of a
            hardship withdrawal.
            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            (1)   |_|   The following restrictions apply to a Participant's
                        Account following an in-service withdrawal made pursuant
                        to (c) above (cannot include any mandatory suspension of
                        contributions restriction):

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________


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<PAGE>

                                    ADDENDUM

                           Re: PROTECTED BENEFIT FORMS
                                       for

      Plan Name: Digitas LLC Employee Savings Plan

      (a)   |_| Prior Plan Provided Life Annuity Form - The normal annuity form
            for unmarried Participants is a ___________________________________.

            The normal annuity form for married Participants is a ______% (must
            be at least 50%, but no more than 100%) "qualified joint and
            survivor annuity".

      (1)   Class of Participants whose Accounts are subject to distribution in
            the normal annuity form:

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

      (2)   The normal form of distribution under the Plan is:

            (A)   |_|   A lump sum payment.

            (B)   |_|   A "qualified joint and survivor annuity".

      (3)   The qualified preretirement survivor annuity provided to a
            Participant's spouse is purchased with _____% (must be at least 50%)
            of the Participant's Account.


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<PAGE>

      (b)   |_|   Prior Plan Provided Other Optional Annuity Form(s) - The other
                  optional annuity forms available under the Plan are:

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

            (1)   Class of Participants whose Accounts are subject to
                  distribution in the optional annuity forms:

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

      (c)   |_|   Prior Plan Provided Other Protected Form(s) - The other forms
                  of distribution available under the Plan are:

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

            (1)   Class of Participants whose Accounts are subject to
                  distribution in the other forms:

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________


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<PAGE>

                                    ADDENDUM

                       Re: GRANDFATHERED VESTING SCHEDULES
                                       for

      Plan Name: Digitas LLC Employee Savings Plan

      (a)   Grandfather of More Favorable Vesting Schedule

            (1)   Prior vesting schedule:

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________


            (2)   Prior vesting schedule applies to Participants initially hired
                  prior to:

                  ______________________________________________________________

      (b)   |_| Additional Grandfather of More Favorable Vesting Schedule

            (1)   Prior vesting schedule:

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________


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<PAGE>

            (2)   Prior vesting schedule applies to Participants initially hired
                  prior to:

                  ______________________________________________________________

      (c)   |_| Additional Grandfather of More Favorable Vesting Schedule

            (1)   Prior vesting schedule:

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

            (2)   Prior vesting schedule applies to Participants initially hired
                  prior to:

                  ______________________________________________________________


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<PAGE>

                                    ADDENDUM

                           Re: POSTPONED DISTRIBUTIONS
                                       for

Plan Name: Digitas LLC Employee Savings Plan

Postponement of Certain Distributions to Eligible Participants - The types of
distributions specified below to eligible Participants of their vested interests
in their Accounts shall be postponed for the period also specified below:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Notwithstanding the foregoing, if the Employer selected an Early Retirement Age
in Subsection 1.14(b) that is later of an attained age or completion of a
specified number of years of Vesting Service, any Participant who terminates
employment on or after completing the required number of years of Vesting
Service, but before attaining the required age shall be eligible to commence
distribution of his vested interest in his Account upon attaining the required
age.


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<PAGE>

                                    ADDENDUM

                               Re: 415 CORRECTION
                                       for

      Plan Name: Digitas LLC Employee Savings Plan

      (a)   Other Formula for Limiting Annual Additions to Meet 415 - If the
            Employer, or any employer required to be aggregated with the
            Employer under Code Section 415, maintain any other qualified
            defined contribution plans or any "welfare benefit fund",
            "individual medical account", or "simplified medical account",
            annual additions to such plans shall be limited as follows to meet
            the requirements of Code Section 415:

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________


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<PAGE>

                                    ADDENDUM

Re:   DEFINITION OF REGULAR EMPLOYEE AND SPECIAL ARRANGEMENT EMPLOYEE FOR
      PURPOSES OF SECTION 1.04(b) AND SECTION 1.04(d)

      For purposes of Sections 1.04(b) and 1.04(d) of the Plan Adoption
Agreement, a Regular Employee shall mean any Employee who is classified by the
Employer as a regular full-time employee. A Special Arrangement Employee shall
mean any Employee other than a Regular Employee, including, without limitation,
any individual who is classified by the Employer as a freelance employee,
temporary employee, on-call employee, part-time employee, or casual employee.

      Notwithstanding any other provision of the Plan to the contrary, any
Employee who is a Special Arrangement Employee who met the definition of
Employee eligible to participate in the Plan prior to January 1, 1999 shall be
eligible to participate in the Plan on and after January 1, 1999 only if he
satisfies the eligibility requirements for Special Arrangement Employees set
forth in Section 1.04(b).
<PAGE>

                                THE CORPORATEPLAN
                               FOR RETIREMENT(SM)

                       FIDELITY BASIC PLAN DOCUMENT No. 07

The CORPORATEplan for Retirement(SM)                      Basic Plan Document 07
                                                                        02/01/99

                 (C) 1999 Fidelity Management & Research Company
<PAGE>

                                THE CORPORATEPLAN
                               FOR RETIREMENT(SM)

                                    Preamble.

                         Article 1. Adoption Agreement.

                             Article 2. Definitions.

    2.01.  Definitions....................................................... 1
    2.02.  Pronouns..........................................................13
    2.03.  Special Effective Dates...........................................13

                               Article 3. Service.

    3.01.  Crediting of Eligibility Service..................................14
    3.02.  Re-Crediting of Eligibility Service Following Termination of
              Employment.....................................................14
    3.03.  Crediting of Vesting Service......................................14
    3.04.  Application of Vesting Service to a Participant's Account
              Following a Break in Vesting Service...........................14
    3.05.  Service with Predecessor Employer.................................15
    3.06.  Change in Service Crediting.......................................15

                            Article 4. Participation.

    4.01.  Date of Participation.............................................15
    4.02.  Transfers Out of Covered Employment...............................16
    4.03.  Transfers Into Covered Employment.................................16
    4.04.  Resumption of Participation Following Reemployment................16
    4.05.  Omission of Eligible Employee.....................................17

                            Article 5. Contributions.

    5.01.  Contributions Subject to Limitations..............................17
    5.02.  Compensation Taken into Account in Determining Contributions......17
    5.03.  Deferral Contributions............................................18
    5.04.  Employee Contributions............................................19
    5.05.  No Deductible Employee Contributions..............................19
    5.06.  Rollover Contributions............................................19
    5.07.  Qualified Nonelective Employer Contributions......................20
    5.08.  Matching Employer Contributions...................................22
    5.09.  Qualified Hatching Employer Contributions.........................22
    5.10.  Nonelective Employer Contributions................................23
    5.11.  Vested Interest in Contributions..................................24

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    5.12.  Time for Making Employer Contributions............................25
    5.13.  Return of Employer Contributions..................................26

                    Article 6. Limitations on Contributions.

    6.01.  Special Definitions...............................................26
    6.02.  Code Section 402(g) Limit on Deferral Contributions...............34
    6.03.  Additional Limit on Deferral Contributions ("ADP" Test). . .......34
    6.04.  Allocation and Distribution of "Excess Contributions".............35
    6.05.  Reductions in Deferral Contributions to Meet Code Requirements....36
    6.06.  Limit on Matching Employer Contributions and Employee
              Contributions ("ACP" Test).....................................36
    6.07.  Allocation, Distribution, and Forfeiture of "Excess Aggregate
              Contributions".................................................37
    6.08.  Aggregate Limit on "Contribution Percentage Amounts" and
              "Includable Contributions".....................................38
    6.09.  Income or Loss on Distributable Contributions.....................38
    6.10.  Deemed Satisfaction of "ADP" Test.................................39
    6.11.  Deemed Satisfaction of "ACP" Test With Respect to Matching
              Employer Contributions.........................................40
    6.12.  Code Section 415 Limitations......................................40

                       Article 7. Participants' Accounts.

    7.01.  Individual Accounts...............................................44
    7.02.  Valuation of Accounts.............................................44

                     Article 8. Investment of Contributions.

    8.01.  Manner of Investment..............................................44
    8.02.  Investment Decisions..............................................44
    8.03.  Participant Directions to Trustee.................................45

                          Article 9. Participant Loans.

    9.01.  Special Definitions...............................................46
    9.02.  Participant Loans.................................................46
    9.03.  Separate Loan Procedures..........................................46
    9.04.  Availability of Loans.............................................46
    9.05.  Limitation on Loan Amount.........................................46
    9.06.  Interest Rate.....................................................47
    9.07.  Level Amortization................................................47
    9.08.  Security..........................................................47
    9.09.  Transfer and Distribution of Loan Amounts from Permissible
              Investments....................................................47
    9.10.  Default...........................................................47
    9.11.  Effect of Termination Where Participant has Outstanding Loan
              Balance........................................................48
    9.12.  Deemed Distributions Under Code Section 72(p).....................48
    9.13.  Determination of Account Value Upon Distribution Where Plan

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           Loan is Outstanding...............................................49

                       Article 10. In-Service Withdrawals.

    10.01. Availability of In-Service Withdrawals............................49
    10.02. Withdrawal of Employee Contributions..............................49
    10.03. Withdrawal of Rollover Contributions..............................49
    10.04. Age 59 1/2 Withdrawals............................................50
    10.05. Hardship Withdrawals..............................................50
    10.06. Preservation of Prior Plan In-Service Withdrawal Rules............51
    10.07. Restrictions on In-Service Withdrawals............................52
    10.08. Distribution of Withdrawal Amounts................................53

                         Article 11. Right to Benefits.

    11.01. Normal or Early Retirement........................................53
    11.02. Late Retirement...................................................53
    11.03. Disability Retirement.............................................53
    11.04. Death.............................................................53
    11.05. Other Termination of Employment...................................54
    11.06. Application for Distribution......................................54
    11.07. Application of Vesting Schedule Following Partial
              Distribution...................................................54
    11.08. Forfeitures.......................................................55
    11.09. Application of Forfeitures........................................55
    11.10. Reinstatement of Forfeitures......................................56
    11.11. Adjustment for Investment Experience..............................56

                           Article 12. Distributions.

    12.01. Restrictions on Distributions.....................................56
    12.02. Timing of Distribution Following Retirement or Termination of
              Employment.....................................................57
    12.03. Participant Consent to Distribution...............................57
    12.04. Required Commencement of Distribution to Participants.............58
    12.05. Required Commencement of Distribution to Beneficiaries............59
    12.06. Whereabouts of Participants and Beneficiaries.....................60

                        Article 13. Form of Distribution.

    13.01. Normal Form of Distribution Under Profit Sharing Plan.............60
    13.02. Mandatory Cash Out................................................61
    13.03. Minimum Distributions.............................................61
    13.04. Direct Rollovers..................................................62
    13.05. Notice Regarding Timing and Form of Distribution..................63
    13.06. Determination of Method of Distribution...........................64
    13.07. Notice to Trustee.................................................64

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            Article 14. Superseding Annuity Distribution Provisions.

    14.01. Special Definitions...............................................64
    14.02. Applicability.....................................................65
    14.03. Annuity Form of Payment...........................................65
    14.04. "Qualified Joint and Survivor Annuity" and "Qualified
              Preretirement Survivor Annuity" Requirements...................66
    14.05. Waiver of the "Qualified Joint and Survivor Annuity" and/or
              "Qualified Preretirement Survivor Annuity" Rights..............66
    14.06. Spouse's Consent to Waiver........................................67
    14.07. Notice Regarding "Qualified Joint and Survivor Annuity"...........67
    14.08. Notice Regarding "Qualified Preretirement Survivor Annuity".......68
    14.09. Former Spouse.....................................................68

                        Article 15. Top-Heavy Provisions.

    15.01. Definitions.......................................................68
    15.02. Application.......................................................71
    15.03. Minimum Contribution..............................................71
    15.04. Modification of Allocation Provisions to Meet Minimum
           Contribution Requirements.........................................72
    15.05. Adjustment to the Limitation on Contributions and Benefits........73
    15.06. Accelerated Vesting...............................................74
    15.07. Exclusion of Collectively-Bargained Employees.....................74

                     Article 16. Amendment and Termination.

    16.01. Amendments by the Employer that do Not Affect Prototype
              Status.........................................................74
    16.02. Amendments by the Employer that Affect Prototype Status...........75
    16.03. Amendment by the Mass Submitter Sponsor and the Prototype
              Sponsor........................................................75
    16.04. Amendments Affecting Vested and/or Accrued Benefits...............76
    16.05. Retroactive Amendments............................................76
    16.06. Termination.......................................................76
    16.07. Distribution upon Termination of the Plan.........................76
    16.08. Merger or Consolidation of Plans Transfer of Plan Assets..........77

  Article 17. Amendment and Continuation of Prior Plan; Transfer of Funds to or
                           from Other Qualified Plans.

    17.01. Amendment and Continuation of Prior Plan..........................77
    17.02. Transfer of Funds from an Existing Plan...........................78
    17.03. Acceptance of Assets by Trustee...................................78
    17.04. Transfer of Assets from Trust.....................................79

                           Article 18. Miscellaneous.

    18.01. Communication to Participants.....................................79
    18.02. Limitation of Rights..............................................79

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    18.03. Nonalienability of Benefits.......................................79
    18.04. Qualified Domestic Relations Orders Procedures....................80
    18.05. Additional Rules for Paired Plans.................................81
    18.06. Application of Plan Provisions in Multiple Employer Plans.........81
    18.07. Veterans Reemployment Rights......................................81
    18.08. Effect of Scrivener's Error.......................................81
    18.09. Facility of Payment...............................................82
    18.10. Information between Employer and Trustee..........................82
    18.11. Effect of Failure to Qualify Under Code...........................82
    18.12. Notices...........................................................82
    18.13. Governing Law.....................................................83

                        Article 19. Plan Administration.

    19.01. Powers and Responsibilities of the Administrator..................83
    19.02. Nondiscriminatory Exercise of Authority...........................83
    19.03. Claims and Review Procedures......................................83
    19.04. Named Fiduciary...................................................84
    19.05. Costs of Administration...........................................84

                          Article 20. Trust Agreement.

    20.01. Acceptance of Trust Responsibilities..............................84
    20.02. Establishment of Trust Fund.......................................85
    20.03. Exclusive Benefit.................................................85
    20.04. Powers of Trustee.................................................85
    20.05. Accounts..........................................................87
    20.06. Approval of Accounts..............................................87
    20.07. Distribution from Trust Fund......................................87
    20.08. Transfer of Amounts from Qualified Plan...........................87
    20.09. Transfer of Assets from Trust.....................................87
    20.10. Separate Trust or Fund for Existing Plan Assets...................88
    20.11. Self-Directed Brokerage Option....................................89
    20.12. Employer Stock Option.............................................90
    20.13. Voting; Delivery of Information...................................95
    20.14. Compensation and Expenses of Trustee..............................95
    20.15. Reliance by Trustee on Other Persons..............................95
    20.16. Indemnification by Employer.......................................96
    20.17. Consultation by Trustee with Counsel..............................96
    20.18. Persons Dealing with the Trustee..................................96
    20.19. Resignation or Removal of Trustee.................................96
    20.20. Fiscal Year of the Trust..........................................97
    20.21. Discharge of Duties by Fiduciaries................................97
    20.22. Amendment.........................................................97
    20.23. Plan Termination..................................................97
    20.24. Permitted Reversion of Funds to Employer..........................97
    20.25. Governing Law.....................................................98

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<PAGE>

Preamble.

This prototype plan consists of three parts: (1) an Adoption Agreement that is a
separate document incorporated by reference into this Basic Plan Document; (2)
this Basic Plan Document; and (3) a Trust Agreement that is a part of this Basic
Plan Document and is found in Article 20. Each part of the prototype plan
contains substantive provisions that are integral to the operation of the plan.
The Adoption Agreement is the means by which an adopting Employer elects the
optional provisions that shall apply under its plan. The Basic Plan Document
describes the standard provisions elected in the Adoption Agreement. The Trust
Agreement describes the powers and duties of the Trustee with respect to plan
assets.

The prototype plan is intended to qualify under Code Section 401(a). Depending
upon the Adoption Agreement completed by an adopting Employer, the prototype
plan may be used to implement a money purchase pension plan, a profit sharing
plan, or a profit sharing plan with a cash or deferred arrangement intended to
qualify under Code Section 401(k).

Article 1. Adoption Agreement.

Article 2. Definitions.

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

      (a) "Account" means an account established for the purpose of recording
      any contributions made on behalf of a Participant and any income,
      expenses, gains, or losses incurred thereon. The Administrator shall
      establish and maintain sub-accounts within a Participant's Account as
      necessary to depict accurately a Participant's interest under the Plan.

      (b) "Active Participant" means any Eligible Employee who has met the
      requirements of Article 4 to participate in the Plan and who may be
      entitled to receive allocations under the Plan.

      (c) "Administrator" means the Employer adopting this Plan, as listed in
      Subsection 1.02(a) of the Adoption Agreement, or any other person
      designated by the Employer in Subsection 1.01(c) of the Adoption
      Agreement.

      (d) "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 20. The provisions of the Adoption
      Agreement shall be an integral part of the Plan.

      (e) "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 permitted
      under the Plan.

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      (f) "Basic Plan Document" means this Fidelity prototype plan document,
      qualified with the National Office of the Internal Revenue Service as
      Basic Plan Document No. 07.

      (g) "Beneficiary" means the person or persons entitled under Section 11.04
      or 14.04 to receive benefits under the Plan upon the death of a
      Participant; provided, however, that for purposes of Section 13.03 such
      term shall be applied in accordance with Code Section 401(a) (9) and the
      regulations thereunder.

      (h) "Break in Vesting Service" means a 12-consecutive-month period
      beginning on an Employee's Severance Date or any anniversary thereof in
      which the Employee is not credited with an Hour of Service.

            Notwithstanding the foregoing, the following special rules apply in
      determining whether an Employee who is on leave has incurred a Break in
      Vesting Service:

            (1) If an individual is absent from work because of "maternity/
            paternity leave" beyond the first anniversary of his Severance Date,
            the l2-consecutive-month period beginning on the individual's
            Severance Date shall not constitute a Break in Vesting Service. For
            purposes of this paragraph, "maternity/paternity leave" means a
            leave of 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 the individual, or (D) for
            purposes of caring for a child for the period beginning immediately
            following such birth or placement.

            (2) If an individual is absent from work because of "FMLA leave" and
            returns to employment with the Employer or a Related Employer
            following such "FMLA leave", he shall not incur a Break in Vesting
            Service during any 12-consecutive-month period beginning on his
            Severance Date or anniversaries thereof in which he is absent
            because of such "FMLA leave". For purposes of this paragraph, "FMLA
            leave" means an approved leave of absence pursuant to the Family and
            Medical Leave Act of 1993.

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

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

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            For any Self-Employed Individual, Compensation means Earned Income;
      provided, however, that if the Employer elects to exclude specified items
      from Compensation, such Earned Income shall be adjusted in a similar
      manner so that it is equivalent under regulations issued under Code
      Section 414(s) to Compensation for Participants who are not Self-Employed
      Individuals.

            Compensation shall generally be based on the amount actually paid to
      the Eligible Employee during the Plan Year or, for purposes of Articles 5
      and Article 15 if so elected by the Employer in Subsection 1.05(c) of the
      Adoption Agreement, during that portion of the Plan Year during which the
      Eligible Employee is an Active Participant. Notwithstanding the preceding
      sentence, Compensation for purposes of Section 6.12 (Code Section 415
      Limitations) shall be based on the amount actually paid or made available
      to the Participant during the Limitation Year.

            If the initial Plan Year of a new plan consists of fewer than 12
      months, calculated from the Effective Date listed in Subsection 1.01(g)
      (1) of the Adoption Agreement through the end of such initial Plan Year,
      Compensation for such initial Plan Year shall be determined as follows:

            (1) For purposes of allocating Nonelective Employer Contributions
            under Section 1.11 of the Adoption Agreement (other than Nonelective
            Employer Contributions made in accordance with the Safe Harbor
            Nonelective Employer Contributions Addendum to the Adoption
            Agreement) and determining Highly Compensated Employees under
            Subsection 2.01(z), the initial Plan Year shall be the 12-month
            period ending on the last day of the Plan Year.

            (2) For purposes of Section 6.12 (Code Section 415 Limitations)
            where the Limitation Year is based on the Plan Year, the Limitation
            Year shall be the 12-month period ending on the last day of the Plan
            Year.

            (3) For all other purposes, the initial Plan Year shall be the
            period from the Effective Date listed in Subsection 1.01(g) (1) of
            the Adoption Agreement through the end of the initial Plan Year.

            The annual Compensation of each Active Participant taken into
      account for determining benefits provided under the Plan for any
      determination period shall not exceed the annual Compensation limit under
      Code Section 401(a) (17) as in effect on the first day of the
      determination period. This limit shall be adjusted by the Secretary to
      reflect increases in the cost of living, as provided in Code Section 401
      (a) (17) (B); provided, however, that the dollar increase in effect on
      January 1 of any calendar year is effective for determination periods
      beginning in such calendar year. If a Plan determines Compensation over a
      determination period that contains fewer than 12 calendar months (a "short
      determination period"), then the Compensation limit for such "short
      determination period" is equal to the Compensation limit for the calendar
      year in which the "short determination period" begins multiplied by the
      ratio obtained by dividing the number of full months in the "short
      determination period" by 12; provided, however, that such proration shall
      not apply if there is a "short determination period" because (i) the
      Employer

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<PAGE>

      elected in Subsection 1.05(c) of the Adoption Agreement to determine
      contributions based only on Compensation paid during the portion of the
      Plan Year during which an individual was an Active Participant, (ii) an
      Employee is covered under the Plan less than a full Plan Year, or (iii)
      Deferral Contributions and/or Matching Employer Contributions are
      contributed for each pay period during the Plan Year and are based on
      Compensation for that pay period.

      (k) "Contribution Period" means the period for which Matching Employer and
      Nonelective Employer Contributions are made and calculated. The
      Contribution Period for safe harbor Matching Employer Contributions, as
      described in Subsection 1.10(a)(3) of the Adoption Agreement, additional
      Matching Employer Contributions, as described in Subsection 1.10(b) of the
      Adoption Agreement, and Nonelective Employer Contributions is the Plan
      Year. The Contribution Period for basic Matching Employer Contributions,
      as described in Subsection 1.10(a) (1) or (2) of the Adoption Agreement,
      is the period specified by the Employer in Subsection 1.10(c) of the
      Adoption Agreement.

      (l) "Deferral Contribution" means any contribution made to the Plan by the
      Employer in accordance with the provisions of Section 5.03.

      (m) "Early Retirement Age" means the early retirement age specified in
      Subsection 1.13(b) of the Adoption Agreement, if any.

      (n) "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 net
      earnings shall be determined with regard to the deduction allowed under
      Code Section 164 (f), 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 Code Section 404.

      (o) "Effective Date" means the effective date specified by the Employer in
      Subsection 1.01(g) (1) or (2) of the Adoption Agreement with respect to
      the Plan, if this is a new plan, or with respect to the amendment and
      restatement, if this is an amendment and restatement of a prior plan. The
      Employer may select special Effective Dates with respect to specified Plan
      provisions, as set forth in Section (a) of the Special Effective Dates
      Addendum to the Adoption Agreement. In the event that another plan is
      merged into and made a part of the Plan, the effective date of the merger
      shall be reflected in Section (b) of the Special Effective Dates Addendum
      to the Adoption Agreement.

      Notwithstanding any other provision of the Plan to the contrary, the
      following special Effective Dates shall apply:

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            (1) The definition of "Required Beginning Date" in Subsection
            2.0l(ss) is effective January 1, 1997; provided, however, that
            Participants who attain age 70 1/2 before January 1, 1999, or such
            later effective date as may be provided in Section (d) of the
            Special Effective Dates Addendum to the Adoption Agreement, may
            elect to commence benefits under Code Section 401(a) (9) as in
            effect prior to January 1, 1997.

            (2) The following provisions are effective for Plan Years beginning
            on or after January 1, 1997:

                  (i) The definition of "Highly Compensated Employee" in
                  Subsection 2.01(z), including elimination of the family
                  aggregation rules.

                  (ii) The definition of "Leased Employee" in Subsection
                  2.0l(cc).

                  (iii) The rules for applying the "ADP" test, described in
                  Section 6.03,and the "ACP" test, described in Section 6.06.

                  (iv) The rules for allocating and distributing "excess
                  contributions", as provided in Section 6.04, and the rules for
                  allocation, distribution and forfeiture of "excess aggregate
                  contributions", as provided in Section 6.07.

            (3) The change in the "maximum permissible amount", as defined in
            Subsection 6.01(r), to $30,000 adjusted for cost of living
            increases, is effective for Limitation Years beginning on or after
            January 1, 1995.

            (4) The inclusion in Compensation for purposes of Code Section 415
            of amounts excluded from gross income under a salary reduction
            agreement by reason of the application of Code Sections 125, 402(a)
            (8), 402(h), or 403(b), as provided in Subsection 6.12(d), is
            effective for Limitation Years beginning on or after January 1,
            1998.

            (5) The increase in the cash out limitation from $3,500 to $5,000 is
            effective the first day of the Plan Year beginning after August 5,
            1997, or the date the Plan is first operated in compliance with such
            rule, if later, but in no event later than the date specified in
            Subsection 1.01(g) (1) or (2) of the Adoption Agreement.

            (6) The elimination of the "look back year" requirement for
            mandatory cashouts with respect to Participants whose Accounts are
            not subject to the requirements of Section 14.04 shall be effective
            with respect to distributions made on or after the first day of the
            Plan Year beginning after August 5, 1997, or the date the Plan is
            first operated in compliance with such rule, if later, but in no
            event later than the date specified in Subsection 1.01(g) (1) or (2)
            of the Adoption Agreement.

            (7) The provisions of Section 18.03, regarding the Code Section
            401(a) (13) (C) and (D) exceptions to the nonalienability of
            benefits rules, are effective August 5, 1997.

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            (8) The exclusion from the definition of "eligible rollover
            distribution" in Subsection 13.04(c) of hardship withdrawals of
            Deferral Contributions made in accordance with the provisions of
            Section 10.05 or the Protected In-Service Withdrawal Addendum to the
            Adoption Agreement is effective for distributions made on or after
            the earlier of (i) the date the Plan is first operated in compliance
            with such rule or (ii) January 1, 2000, but in no event later than
            the date specified in Subsection 1.01(g) (1) or (2) of the Adoption
            Agreement.

      (p) "Eligibility Computation Period" means each 12-consecutive-month
      period beginning with an Employee's Employment Commencement Date and each
      anniversary thereof or, in the case of an Employee who terminates
      employment with the Employer and all Related Employers before completing
      the eligibility requirements set forth in Subsection 1.04(b) of the
      Adoption Agreement and thereafter returns to the employ of the Employer or
      a Related Employer, each 12-consecutive-month period beginning with his
      Reemployment Commencement Date and each anniversary thereof.

      (q) "Eligibility Service" means an Employee's service that is taken into
      account in determining his eligibility to participate in the Plan as may
      be required under Subsection 1.04(b) of the Adoption Agreement.
      Eligibility Service shall be credited in accordance with Article 3.

      (r) "Eligible Employee" means any Employee of the Employer who is in the
      class of Employees eligible to participate in the Plan. The Employer must
      specify in Subsection 1.04(c) of the Adoption Agreement any Employee or
      class of Employees not eligible to participate in the Plan. If Article 1
      of the Employer's Plan is a Non-Standardized Adoption Agreement,
      regardless of the Employer's selection in Subsection 1.04(c) of the
      Adoption Agreement, the following Employees are automatically excluded
      from eligibility to participate in the Plan:

            (1) any individual who is a signatory to a contract, letter of
            agreement, or other document that acknowledges his status as an
            independent contractor not entitled to benefits under the Plan or
            who is not otherwise classified by the Employer as a common law
            employee and with respect to whom the Employer does not withhold
            income taxes and file Form W-2 (or any replacement Form), with the
            Internal Revenue Service and does not remit Social Security payments
            to the Federal government, even if such individual is later
            adjudicated to be a common law employee; and

            (2) any Employee who is a citizen of Puerto Rico.

            If the Employer elects to exclude collective bargaining employees
      from the eligible class, 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 covered under the Plan.
      The term

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      "employee representatives" does not include any organization more than
      half the members of which are owners, officers, or executives of the
      Employer.

            If the Employer does not elect to exclude Leased Employees from the
      eligible class, 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 and there shall be no
      duplication of benefits under this Plan.

      (s) "Employee" means any common law employee of the Employer or a Related
      Employer, any Self-Employed Individual, and any Leased Employee.
      Notwithstanding the foregoing, 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 leasing organization and providing (1) a
      nonintegrated employer contribution rate of at least 10-percent of
      compensation, as defined for purposes of Code Section 415 (c) (3), but
      including amounts contributed pursuant to a salary reduction agreement
      which are excludable from gross income under Code Section 125, 402(a) (8),
      402(h) or 403(b), (2) full and immediate vesting, and (3) immediate
      participation by each employee of the leasing organization.

      (t) "Employee Contribution" means any after-tax contribution made by an
      Active Participant to the Plan.

      (u) "Employer" means the employer named in Subsection 1.02(a) of the
      Adoption Agreement and any Related Employer included as an Employer under
      this Subsection 2.01(u). If Article 1 of the Employer's Plan is a
      Standardized Adoption Agreement, the term "Employer" includes all Related
      Employers. If Article 1 of the Employer's Plan is a Non-Standardized
      Adoption Agreement, the term "Employer" includes only those Related
      Employers designated in Subsection 1.02(b) of the Adoption Agreement.

            If the organization or other entity named in the Adoption Agreement
      is a sole proprietor or a professional corporation and the sole proprietor
      of such proprietorship or the sole shareholder of the professional
      corporation dies, then the legal representative of such sole proprietor or
      shareholder shall be deemed to be the Employer until such time as, through
      the disposition of such sole proprietor's or sole shareholder's estate or
      otherwise, any organization or other entity succeeds to the interests of
      the sole proprietor in the proprietorship or the sole shareholder in the
      professional corporation. The legal representative of a sole proprietor or
      shareholder shall be (1) the person appointed as such by the sole
      proprietor or shareholder prior to his death under a legally enforceable
      power of attorney, or, if none, (2) the executor or administrator of the
      sole proprietor's or shareholder's estate.

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            If one of the Employers designated in Subsection 1.02(b) of the
      Adoption Agreement is not a Related Employer, the term "Employer" includes
      such unRelated Employer and the provisions of Section 18.06 shall apply.

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

      (w) "Entry Date" means the date specified by the Employer in Subsection
      1.04(d) or (e) of the Adoption Agreement as of which an Eligible Employee
      who has met the applicable eligibility requirements begins to participate
      in the Plan. The Employer may specify different Entry Dates for purposes
      of eligibility to participate in the Plan by (1) making Deferral
      Contributions and (2) receiving allocations of Matching and/or Nonelective
      Employer Contributions.

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

      (y) "Fund Share" means the share, unit, or other evidence of ownership in
      a Permissible Investment.

      (z) "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
      (1) at any time during the "determination year" or the "look-back year"
      was a five-percent owner or (2) received Compensation from the Employer
      during the "look-back year" in excess of $80,000 (as adjusted pursuant to
      Code Section 415(d)) and, unless otherwise provided by the Employer in
      Section 1.06 of the Adoption Agreement, was a member of the top-paid group
      for such year.

            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", unless the Employer has elected in
      Section 1.06 of the Adoption Agreement to make the "look-back year" the
      calendar year beginning within the preceding Plan Year.

            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, as determined under the rules in effect for
      determining Highly Compensated Employees for such separation year or
      "determination year".

            The determination of who is a Highly Compensated Employee, including
      the determinations of the number and identity of Employees in the top-paid
      group, shall be made in accordance with Code Section 414(q) and the
      Treasury Regulations issued thereunder.

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            For purposes of this Subsection 2.01(z), Compensation shall include
      amounts that are not includable in the gross income of an Employee under a
      salary reduction agreement by reason of the application of Code Section
      125, 402(a) (8), 402(h), or 403(b).

      (aa) "Hour of Service", with respect to any individual, means:

            (1) Each hour for which the individual 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
            individual for the Eligibility Computation Period in which the
            duties were performed;

            (2) Each hour for which the individual is directly or indirectly
            paid, or entitled to payment, by the Employer or a 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 individual for the Eligibility Computation Period in which such
            period of time occurs, subject to the following rules:

                  (A) No more than 501 Hours of Service shall be credited under
                  this paragraph (2) on account of any single continuous period
                  during which the individual performs no duties, unless the
                  individual performs no duties because of military duty, the
                  individual's employment rights are protected by law, and the
                  individual returns to employment with the Employer or a
                  Related Employer during the period that his employment rights
                  are protected under Federal law;

                  (B) Hours of Service shall not be credited under this
                  paragraph (2) for a payment which solely reimburses the
                  individual for medically-related expenses, or which is made or
                  due under a plan maintained solely for the purpose of
                  complying with applicable worker's compensation, unemployment
                  compensation or disability insurance laws; and

                  (C) If the period during which the individual 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 individuals;

            (3) Each hour not counted under paragraph (1) or (2) for which he
            would have been scheduled to work for the Employer or a Related
            Employer during

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            the period that he is absent from work because of military duty,
            provided the individual's employment rights are protected under
            Federal law and the individual returns to work with the Employer or
            a Related Company during the period that his employment rights are
            protected, each such hour to be credited to the individual for the
            Eligibility Computation Period for which he would have been
            scheduled to work; and

            (4) Each hour not counted under paragraph (1), (2), or (3) 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 individual 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 paragraphs (2) and (4) above, Hours of Service shall
      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.

            Notwithstanding any other provision of this Subsection to the
      contrary, the Employer may elect to credit Hours of Service in accordance
      with any of the equivalencies set forth in paragraphs (d), (e), or (f) of
      Department of Labor Regulations Section 2530.200b-3.

      (bb) "Inactive Participant" means any individual who was an Active
      Participant, but is no longer an Eligible Employee and who has an Account
      under the Plan.

      (cc) "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 (1) such services are provided pursuant to an
      agreement between the recipient and any other person (the "leasing
      organization"), (2) such individual has performed services for the
      recipient (or for the recipient and any related persons within the meaning
      of Code Section 414 (n) (6)) on a substantially full-time basis for at
      least one year, and (3) such services are performed under primary
      direction of or control by the recipient. The determination of who is a
      Leased Employee shall be made in accordance with any rules and regulations
      issued by the Secretary of the Treasury or his delegate.

      (dd) "Limitation Year" means the 12-consecutive-month period designated by
      the Employer in Subsection 1.01(f) of the Adoption Agreement. If no other
      Limitation Year is designated by the Employer, the Limitation Year shall
      be the Plan Year. All qualified plans of the Employer and any Related
      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.

      (ee) "Matching Employer Contribution" means any contribution made by the
      Employer to the Plan in accordance with Section 5.08 or 5.09 on account of
      an Active Participant's Deferral Contributions.

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      (ff) "Mass Submitter Sponsor" means Fidelity Management & Research Company
      or its successor.

      (gg) "Nonelective Employer Contribution" means any contribution made by
      the Employer to the Plan in accordance with Section 5.10.

      (hh) "Non-Highly Compensated Employee" means any Employee who is not a
      Highly Compensated Employee.

      (ii) "Normal Retirement Age" means the normal retirement age specified in
      Subsection 1.13(a) of the Adoption Agreement. If the Employer enforces a
      mandatory retirement age in accordance with Federal law, the Normal
      Retirement Age is the lesser of that mandatory age or the age specified in
      Subsection 1.13(a) of the Adoption Agreement.

      (jj) "Participant" means any individual who is either an Active
      Participant or an Inactive Participant.

      (kk) "Permissible Investment" means the investments specified by the
      Employer as available for investment of assets of the Trust and agreed to
      by the Trustee and the Prototype Sponsor. The Permissible Investments
      under the Plan shall be listed in the Service Agreement.

      (ll) "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.

      (mm) "Plan Year" means the 12-consecutive-month period ending on the date
      designated by the Employer in Subsection 1.01(d) of the Adoption
      Agreement, except that the initial Plan Year of a new Plan may consist of
      fewer than 12 months, calculated from the Effective Date listed in
      Subsection 1.01(g) (1) of the Adoption Agreement through the end of such
      initial Plan Year, in which event Compensation for such initial Plan Year
      shall be treated as provided in Subsection 2.01(j).

      (nn) "Prototype Sponsor" means Fidelity Management & Research Company or
      its successor.

      (oo) "Qualified Matching Employer Contribution" means any contribution
      made by the Employer to the Plan on account of Deferral Contributions or
      Employee Contributions made by or on behalf of Active Participants in
      accordance with Section 5.09, that may be included in determining whether
      the Plan meets the "ADP" test described in Section 6.03.

      (pp) "Qualified Nonelective Employer Contribution" means any contribution
      made by the Employer to the Plan on behalf of Non-Highly Compensated
      Employees in accordance with Section 5.07. that may be included in
      determining whether the Plan meets the "ADP" test described in Section
      6.03 or the "ACP" test described in Section 6.06.

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      (qq) "Reemployment Commencement Date" means the date on which an Employee
      who terminates employment with the Employer and all Related Employers
      first performs an Hour of Service following such termination of
      employment.

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

      (ss) "Required Beginning Date" means:

            (1) for a Participant who is not a five-percent owner, April 1 of
            the calendar year following the calendar year in which occurs the
            later of (i) the Participant's retirement or (ii) the Participant's
            attainment of age 70 1/2 provided, however, that any such
            Participant who attains age 70 1/2 prior to January 1, 1999, or such
            later date as may be specified by the Employer in Section (e) of the
            Special Effective Dates Addendum to the Adoption Agreement, may
            elect to have his Required Beginning Date determined without regard
            to the provisions of clause (i).

            (2) for a Participant who is a five-percent owner, April 1 of the
            calendar year following the calendar year in which the Participant
            attains age 70 1/2.

                  Once a five-percent owner's Required Beginning Date has
      occurred, it shall not be re-determined, even if the Participant ceases to
      be a five-percent owner in a subsequent year.

            For purposes of this Subsection 2.01(ss), a Participant is treated
      as a five-percent owner if such Participant is a five-percent owner as
      defined in Code Section 416(i) (determined in accordance with Code Section
      416 but without regard to whether the Plan is top-heavy) at any time
      during the Plan Year ending with or within the calendar year in which such
      owner attains age 70 1/2.

      (tt) "Rollover Contribution" means any distribution from a qualified plan
      (or an individual retirement account holding only assets allocable to a
      distribution from a qualified plan) that an Employee elects to contribute
      to the Plan in accordance with the provisions of Section 5.06.

      (uu) "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, including, but not limited to, a partner in a partnership, a
      sole proprietor, or a shareholder in a limited liability company or
      subchapter S corporation.

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      (vv) "Service Agreement" means the agreement between the Employer and the
      Prototype Sponsor (or an agent or affiliate of the Prototype Sponsor)
      relating to the provision of investment and other services to the Plan and
      shall include any addendum to the agreement and any other separate written
      agreement between the Employer and the Prototype Sponsor (or an agent or
      affiliate of the Prototype Sponsor) relating to the provision of services
      to the Plan.

      (ww) "Severance Date" means the earlier of (i) the date an Employee
      retires, dies, quits, or is discharged from employment with the Employer
      and all Related Employers or (ii) the 12-month anniversary of the date on
      which the Employee was otherwise first absent from employment; provided,
      however, that if an individual terminates or is absent from employment
      with the Employer and all Related Employers because of military duty, such
      individual shall not incur a Severance Date if his employment rights are
      protected under Federal law and he returns to employment with the Employer
      or a Related Employer within the period during which he retains such
      employment rights, but, if he does not return to such employment within
      such period, his Severance Date shall be the earlier of (1) the
      anniversary of the date his absence commenced or (2) the last day of the
      period during which he retains such employment rights.

      (xx) "Trust" means the trust created by the Employer in accordance with
      the provisions of Section 20.01.

      (yy) "Trust Agreement" means the agreement between the Employer and the
      Trustee, as set forth in Article 20, under which the assets of the Plan
      are held, administered, and managed.

      (zz) "Trustee" means Fidelity Management Trust Company or its successor.
      The term Trustee shall include any delegate of the Trustee as may be
      provided in the Trust Agreement.

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

      (bbb) "Vesting Service" means an Employee's service that is taken into
      account in determining his vested interest in his Matching Employer and
      Nonelective Employer Contributions Accounts as may be required under
      Section 1.15 of the Adoption Agreement. Vesting Service shall be credited
      in accordance with Article 3.

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

2.03. Special Effective Dates. Some provisions of the Plan are only effective
beginning as of a specified date or until a specified date. Special effective
dates are only specified within Plan text if they are prospective from the date
the Prototype Sponsor submits the Basic Plan Document to the National Office of
the Internal Revenue Service for approval or if the dates serve a continuing

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function in making Plan determinations. Special effective dates that serve no
continuing Plan function have been removed from Plan text.

Article 3. Service.

3.01. Crediting of Eligibility Service. If the Employer has selected an
Eligibility Service requirement in Subsection 1.04(b) of the Adoption Agreement
for an Eligible Employee to become an Active Participant, Eligibility Service
shall be credited to an Employee as follows:

      (a) If the Employer has selected the one or two year(s) of Eligibility
      Service requirement described in Subsection 1.04(b) (1) (C) or (D) of the
      Adoption Agreement, an Employee shall be credited with a year of
      Eligibility Service for each Eligibility Computation Period during which
      the Employee has been credited with at least 1,000 Hours of Service.

      (b) If the Employer has selected the months of Eligibility Service
      requirement described in Subsection 1.04(b) (1) (B) of the Adoption
      Agreement, an Employee shall be credited with Eligibility Service for the
      aggregate of the periods beginning with the Employee's Employment
      Commencement Date (or Reemployment Commencement Date) and ending on his
      subsequent Severance Date; provided, however, that an Employee who has a
      Reemployment Date within the 12-consecutive-month period following the
      earlier of the first date of his absence or his Severance Date shall be
      credited with Eligibility Service for the period between his Severance
      Date and his Reemployment Date. Months of Eligibility Service shall be
      measured from the Employee's Employment Commencement Date or Reemployment
      Commencement Date to the coinciding date in the applicable following
      month.

3.02. Re-Crediting of Eligibility Service Following Termination of Employment.
An Employee whose employment with the Employer and all Related Employers
terminates and who is subsequently reemployed by the Employer or a Related
Employer shall be re-credited upon reemployment with his Eligibility Service
earned prior to his termination of employment.

3.03. Crediting of Vesting Service. If the Plan provides for Matching Employer
and/or Nonelective Employer Contributions that are not 100-percent vested when
made, Vesting Service shall be credited to an Employee for the aggregate of the
periods beginning with the Employee's Employment Commencement Date (or
Reemployment Commencement Date) and ending on his subsequent Severance Date;
provided, however, that an Employee who has a Reemployment Date within the
12-consecutive-month period following the earlier of the first date of his
absence or his Severance Date shall be credited with Eligibility Service for the
period between his Severance Date and his Reemployment Date. Fractional periods
of a year shall be expressed in terms of days.

3.04. Application of Vesting Service to a Participant's Account Following a
Break in Vesting Service. The following rules describe how Vesting Service
earned before and after a Break in Vesting Service shall be applied for purposes

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of determining a Participant's vested interest in his Matching Employer and
Nonelective Employer Contributions Accounts.

      (a) If a Participant incurs five-consecutive Breaks in Vesting Service,
      all years of Vesting Service earned by the Employee after such Breaks in
      Service shall be disregarded in determining the Participant's vested
      interest in his Matching Employer and Nonelective Employer Contributions
      Account balances attributable to employment before such Breaks in Vesting
      Service. However, Vesting Service earned both before and after such Breaks
      in Vesting Service shall be included in determining the Participant's
      vested interest in his Matching Employer and Nonelective Employer
      Contributions Account balances attributable to employment after such
      Breaks in Vesting Service.

      (b) If a Participant incurs fewer than five-consecutive Breaks in Vesting
      Service, Vesting Service earned both before and after such Breaks in
      Vesting Service shall be included in determining the Participant's vested
      interest in his Matching Employer and Nonelective Employer Contributions
      Account balances attributable to employment both before and after such
      Breaks in Vesting Service.

3.05. Service with Predecessor Employer. If the Plan is the plan of a
predecessor employer, an Employee's Eligibility and Vesting Service shall
include years of service with such predecessor employer. In any case in which
the Plan is not the plan maintained by a predecessor employer, service for such
predecessor employer shall be treated as Eligibility and Vesting Service if so
specified in Section 1.16 of the Adoption Agreement.

3.06. Change in Service Crediting. If an amendment to the Plan or a transfer
from employment as an Employee covered under another qualified plan maintained
by the Employer or a Related Employer results in a change in the method of
crediting Eligibility and/or Vesting Service with respect to a Participant
between the Hours of Service crediting method set forth in Section 2530.200b-2
of the Department of Labor Regulations and the elapsed-time crediting method set
forth in Section l.4l0(a)-7 of the Treasury Regulations, each Participant with
respect to whom the method of crediting Eligibility and/or Vesting Service is
changed shall be treated in the manner set forth in Section 1.410(a)-7(f) (1) of
the Treasury Regulations which are incorporated herein by reference.

Article 4. Participation.

4.01. Date of Participation. If the Plan is an amendment and restatement of a
prior plan, all Eligible Employees who were active participants in the Plan
immediately prior to the Effective Date shall continue as Active Participants on
the Effective Date. All Eligible Employees who are in the service of the
Employer on the Effective Date (and, if this is an amendment and restatement of
a prior plan, were not active participants in the prior plan immediately prior
to the Effective Date) shall become Active Participants on the date elected by
the Employer in Subsection 1.04(f) of the Adoption Agreement. Any other Eligible
Employee shall become an Active Participant in the Plan on the Entry Date

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coinciding with or immediately following the date on which he first satisfies
the eligibility requirements set forth in Subsections 1.04(a) and 1.04(b) of the
Adoption Agreement.

      The Employer may elect different Eligibility Service requirements for
purposes of eligibility (a) to make Deferral Contributions and (b) to receive
Nonelective and/or Matching Employer Contributions. Any Eligibility Service
requirement that the Employer elects to apply in determining an Eligible
Employee's eligibility to make Deferral Contributions shall also apply in
determining an Eligible Employee's eligibility to make Employee Contributions,
if Employee Contributions are permitted under the Plan, and to receive Qualified
Nonelective Employer Contributions. If an Employer elects to have different
Eligibility Service requirements apply, an Eligible Employee who has met the
eligibility requirements with respect to certain contributions, but who has not
met the eligibility requirements with respect to other contributions, shall
become an Active Participant in accordance with the provisions of the preceding
paragraph, but only with respect to the contributions for which he has met the
eligibility requirements.

4.02. Transfers Out of Covered Employment. If any Active Participant ceases to
be an Eligible Employee, but continues in the employ of the Employer or a
Related Employer, such Employee shall cease to be an Active Participant, but
shall continue as an Inactive Participant until his entire Account balance is
forfeited or distributed. An Inactive Participant shall not be entitled to
receive an allocation of contributions or forfeitures under the Plan for the
period that he is not an Eligible Employee and wages and other payments made to
him by the Employer or a Related Employer for services other than as an Eligible
Employee shall not be included in Compensation for purposes of determining the
amount and allocation of any contributions to the Account of such Inactive
Participant. Such Inactive Participant shall continue to receive credit for
Vesting Service completed during the period that he continues in the employ of
the Employer or a Related Employer.

4.03. Transfers Into Covered Employment. If an Employee who is not an Eligible
Employee becomes an Eligible Employee, such Eligible Employee shall become an
Active Participant immediately as of his transfer date if such Eligible Employee
has already satisfied the eligibility requirements and would have otherwise
previously become an Active Participant in accordance with Section 4.01.
Otherwise, such Eligible Employee shall become an Active Participant in
accordance with Section 4.01.

      Wages and other payments made to an Employee prior to his becoming an
Eligible Employee by the Employer or a Related Employer for services other than
as an Eligible Employee shall not be included in Compensation for purposes of
determining the amount and allocation of any contributions to the Account of
such Eligible Employee.

4.04. Resumption of Participation Following Reemployment. If a Participant who
terminates employment with the Employer and all Related Employers is reemployed
as an Eligible Employee, he shall again become an Active Participant on his

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Reemployment Date. Any other Employee who terminates employment with the
Employer and all Related Employers and is reemployed by the Employer or a
Related Employer shall become an Active Participant as provided in Section 4.01
or 4.03. Any distribution which a Participant is receiving under the Plan at the
time he is reemployed by the Employer or a Related Employer shall cease except
as otherwise required under Section 12.04.

4.05. Omission of Eligible Employee. If any Eligible Employee who should be
included as an Active Participant in the Plan is erroneously omitted and
discovery of such omission is not made until after a Nonelective Employer
Contribution has been made by his Employer for the year, the Employer shall make
a subsequent Nonelective Employer Contribution, if necessary, so that the
omitted Eligible Employee receives the total amount which such Eligible Employee
would have received as a Nonelective Employer Contribution had he not been
omitted.

      In addition, if such Employee would have been eligible to make Deferral
Contributions to the Plan for such year, the Employer shall make a special
Qualified Nonelective Employer Contribution to the Account of the omitted
Eligible Employee in an amount equal to the average of the "deferral ratios", as
defined in Subsection 6.01(e), for the year of the Employee group (Highly
Compensated or Non-Highly Compensated Employees, as applicable) of which the
omitted Eligible Employee is a member. If the omitted Eligible Employee would
have been eligible to receive Matching Employer Contributions with respect to
his Deferral Contributions, the Employer shall make an additional special
Qualified Nonelective Employer Contribution to the Account of the omitted
Eligible Employee in an amount equal to the average of the "contribution
percentages", as defined in Subsection 6.01(c), for the year of the Employee
group (Highly Compensated or Non-Highly Compensated Employees, as applicable) of
which the omitted Eligible Employee is a member. Contributions made in
accordance with the provisions of this Section 4.05 shall be treated as "annual
additions", as defined in Subsection 6.01(b), for the year for which they were
made.

Article 5. Contributions.

5.01. Contributions Subject to Limitations. All contributions made to the Plan
under this Article 5 shall be subject to the limitations contained in Article 6.

5.02. Compensation Taken into Account in Determining Contributions. In
determining the amount or allocation of any contribution that is based on a
percentage of Compensation, only Compensation paid to a Participant for services
rendered to the Employer while employed as an Eligible Employee shall be taken
into account. Except as otherwise specifically provided in this Article 5, for
purposes of, determining the amount and allocation of contributions under this
Article 5, Compensation shall not include reimbursements or other expense
allowances; fringe benefits (cash and non-cash), moving expenses, deferred
compensation, welfare benefits, and any items elected by the Employer with
respect to such contributions in Subsection 1.05(a) or (b), as applicable, of
the Adoption Agreement, but shall include amounts that are not includable in the


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gross income of the Participant under a salary reduction agreement by reason of
the application of Code Section 125, 402(a)(8), 402(h), or 403(b).

      If the initial Plan Year of a new plan consists of fewer than 12 months,
calculated from the Effective Date listed in Subsection 1.01(g)(1) of the
Adoption Agreement through the end of such initial Plan Year, Compensation for
purposes of determining the amount and allocation of contributions, other than
non-safe harbor Nonelective Employer Contributions, under this Article 5 for
such initial Plan Year shall include only Compensation for services during the
period beginning on the Effective Date listed in Subsection 1.01(g)(1) of the
Adoption Agreement and ending on the last day of the initial Plan Year.
Compensation for purposes of determining the amount and allocation of non-safe
harbor Nonelective Employer Contributions under this Article 5 for such initial
Plan Year shall include Compensation for the full 12-consecutive-month period
ending on the last day of the initial Plan Year.

5.03. Deferral Contributions. If so provided by the Employer in Subsection
1.07(a) of the Adoption Agreement, each Active Participant may elect to execute
a salary reduction agreement with the Employer to reduce his Compensation by a
specified percentage, not exceeding the percentage specified by the Employer in
Subsection 1.07(a)(1) of the Adoption Agreement, per payroll period, subject to
any exceptions elected by the Employer in Subsections 1.07(a)(2) and (3) of the
Adoption Agreement, and equal to a whole number multiple of one-percent. If
elected by the Employer in Subsection 1.07(a)(1)(A) of the Adoption Agreement,
in lieu of specifying a percentage of Compensation reduction, an Active
Participant may elect to reduce his Compensation by a specified dollar amount
per payroll period, provided that such dollar amount may not exceed the
percentage of Compensation specified by the Employer in Subsection 1.07(a)(1) of
the Adoption Agreement, subject to any exceptions elected by the Employer in
Subsections 1.07(a)(2) and (3) of the Adoption Agreement.

      An Active Participants salary reduction agreement shall become effective
on the first day of the first payroll period for which the Employer can
reasonably process the request, but not earlier than the later of (a) the
effective date of the provisions permitting Deferral Contributions or (b) the
date the Employer adopts such provisions. The Employer shall make a Deferral
Contribution on behalf of the Participant corresponding to the amount of said
reduction. Under no circumstances may a salary reduction agreement be adopted
retroactively.

      An Active Participant may elect to change or discontinue the percentage or
dollar amount by which his Compensation is reduced by notice to the Employer as
provided in Subsection 1.07(a)(1)(B) or (C) of the Adoption Agreement.
Notwithstanding the Employer's election in Subsection 1.07(a)(1)(B) or (C) of
the Adoption Agreement, if the Employer has elected one of the safe harbor
contributions in Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption Agreement,
an Active Participant may elect to change or discontinue the percentage or
dollar amount by which his Compensation is reduced by notice to the Employer
within a reasonable period, as specified by the Employer (but not less than 30
days), of receiving the notice described in Section 6.10.


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      If elected by the Employer in Subsection 1.07(a)(4) of the Adoption
Agreement, if at the time that an Eligible Employee becomes an Active
Participant, such Eligible Employee does not affirmatively elect in accordance
with the preceding provisions of this Section 5.03 to reduce his Compensation by
an alternative percentage or dollar amount, if applicable, his Compensation
shall be reduced by the percentage specified by the Employer in Subsection
1.07(a)(4) of the Adoption Agreement, which amount shall be contributed to the
Plan on his behalf as a Deferral Contribution. Such Active Participant's
Compensation shall continue to be reduced and Deferral Contributions made to the
Plan on his behalf until the Active Participant elects to change or discontinue
the percentage by which his Compensation is reduced by notice to the Employer
as provided in Subsection 1.07(a)(1)(B) or (C) of the Adoption Agreement.

      As of the date he becomes an Active Participant, an Eligible Employee may
affirmatively elect not to have his Compensation reduced in accordance with the
preceding paragraph by notice filed with his Employer prior to the date he
becomes an Active Participant or within a reasonable period following such date
that ends no later than the date Compensation subject to reduction hereunder
becomes available to the Active Participant. At the time an Eligible Employee
becomes an Active Participant, the Employer shall provide such Eligible Employee
with a notice explaining the automatic reduction in his Compensation and his
right to elect either a different reduction amount or no reduction. The notice
shall describe the procedures for making such an election and the period in
which such an election must be made. In addition, the Employer shall provide
annual notices to Active Participants regarding the percentage or dollar amount
by which their Compensation is being reduced, if any, and their right to change
such percentage or dollar amount by notice to the Employer as provided in
Subsection 1.07(a)(1)(B) or (C) of the Adoption Agreement.

5.04. Employee Contributions. If the Employer elected to permit Deferral
Contributions in Subsection 1.07(a) of the Adoption Agreement and if so provided
by the Employer in Subsection 1.08(a)(1) of the Adoption Agreement, each Active
Participant may elect to make non-deductible 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 and not greater than ten-percent of such
Participant's Compensation for the Plan Year.

5.05. No Deductible Employee Contributions. No deductible Employee Contributions
may be made to the Plan. Deductible Employee Contributions made prior to January
1, 1987 shall be maintained in a separate Account. No part of the deductible
Employee Contributions Account shall be used to purchase life insurance.

5.06. Rollover Contributions. An Eligible Employee who is or was entitled to
receive an eligible rollover distribution, as defined in Code Section 402(c)(4)
and Treasury Regulations issued thereunder, from a qualified plan (or an
individual retirement account holding only assets attributable to a distribution
from a qualified plan) may elect to contribute all or any portion of such
distribution to the Trust directly from such qualified plan or individual
retirement account or within 60 days of payment of such distribution to the


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Eligible Employee. Rollover Contributions shall only be made in the form of
cash, allowable Fund Shares, or, if and to the extent permitted by the Employer
with the consent of the Trustee, promissory notes evidencing a plan loan to the
Eligible Employee; provided, however, that Rollover Contributions shall only be
permitted in the form of promissory notes if the Plan otherwise provides for
loans.

      An Eligible Employee who has not yet become an Active Participant in the
Plan in accordance with the provisions of Article 3 may make a Rollover
Contribution to the Plan. Such Eligible Employee shall be treated as a
Participant under the Plan for all purposes of the Plan, except eligibility to
have Deferral Contributions made on his behalf and to receive an allocation of
Matching Employer or Nonelective Employer Contributions.

      The Administrator shall develop such procedures and require such
information from Eligible Employees as it deems necessary to insure that amounts
contributed under this Section 5.06 meet the requirements for tax-free rollovers
established by this Section 5.06 and by Code Section 402(c). No Rollover
Contributions may be made to the Plan until approved by the Administrator.

      If a Rollover Contribution made under this Section 5.06 is later
determined by the Administrator not to have met the requirements of this Section
5.06 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 such Rollover Contribution.

      A Participant's Rollover Contributions Account shall be subject to the
terms of the Plan, including Article 14, except as otherwise provided in this
Section 5.06.

      Notwithstanding any other provision of this Section 5.06, the Employer may
direct the Trustee not to accept Rollover Contributions.

5.07. Qualified Nonelective Employer Contributions. The Employer may, in its
discretion, make a Qualified Nonelective Employer Contribution for the Plan Year
in any amount necessary to satisfy or help to satisfy the "ADP" test, described
in Section 6.03, and/or the "ACP" test, described in Section 6.06. Qualified
Nonelective Employer Contributions shall be made and allocated based on
Participants' "testing compensation", as defined in Subsection 6.01(t), rather
than Compensation, as defined in Subsection 2.01(j). Any Qualified Nonelective
Employer Contribution shall be allocated among the Accounts of Non-Highly
Compensated Employees who are Active Participants at any time during the Plan
Year as follows:

      (a) Unless the Employer elects the allocation formula in Subsection
      1.09(a)(2) of the Adoption Agreement, the Qualified Nonelective Employer
      Contribution shall be allocated at the election of the Employer either


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            (1) in the ratio that each eligible Active Participant's "testing
            compensation", as defined in Subsection 6.01(t), for the Plan Year
            bears to the total "testing compensation" paid to all eligible
            Active Participants for the Plan Year; or

            (2) as a uniform flat dollar amount for each eligible Active
            Participant for the Plan Year.

      (b) If the Employer elects the allocation formula in Subsection 1.09(a)(2)
      of the Adoption Agreement, the Qualified Nonelective Employer Contribution
      shall be allocated as follows:

            (1) The eligible Active Participant with the least "testing
            compensation", as defined in Subsection 6.01(t), for the Plan Year
            shall receive an allocation equal to the lowest of:

                  (A) the product of the maximum rate of Deferral Contributions
                  specified by the Employer in Subsection 1.07(a)(1) of the
                  Adoption Agreement multiplied by the eligible Active
                  Participant's "testing compensation" for the Plan Year;

                  (B) the maximum amount that may be contributed on the eligible
                  Active Participant's behalf under Code Section 415, taking
                  into account all other contributions made by or on behalf of
                  the eligible Active Participant to plans maintained by the
                  Employer or a Related Employer that are includable as "annual
                  additions", as defined in Subsection 6.01(b); or

                  (C) the full amount of the Qualified Nonelective Employer
                  Contribution.

            (2) The eligible Active Participant with the next lowest "testing
            compensation", as defined in Subsection 6.01(t), for the Plan Year
            shall receive an allocation equal to the lowest of:

                  (A) the product of the maximum rate of Deferral Contributions
                  specified by the Employer in Subsection 1.07(a)(1) of the
                  Adoption Agreement multiplied by the eligible Active
                  Participant's "testing compensation" for the Plan Year;

                  (B) the maximum amount that may be contributed on the eligible
                  Active Participant's behalf under Code Section 415, taking
                  into account all other contributions made by or on behalf of
                  the eligible Active Participant to plans maintained by the
                  Employer or a Related Employer that are includable as "annual
                  additions", as defined in Subsection 6.01(b); or

                  (C) the balance of any Qualified Nonelective Employer
                  Contribution remaining after allocation is made as provided in
                  Subsection 5.07(b)(1) above.


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            (3) The allocation in Subsection 5.07(b)(2) shall be applied
            individually to each remaining eligible Active Participant, in
            ascending order of "testing compensation", until the Qualified
            Nonelective Employer Contribution is fully allocated. Once the
            Qualified Nonelective Employer Contribution is fully allocated, no
            further allocation shall be made to the remaining eligible Active
            Participants.

      Active Participants shall not be required to satisfy any Hours of Service
or employment requirement for the Plan Year in order to receive an allocation of
Qualified Nonelective Employer Contributions.

      Qualified Nonelective Employer Contributions shall be distributable only
in accordance with the distribution provisions that are applicable to Deferral
Contributions; provided, however, that a Participant shall not be permitted to
take a hardship withdrawal of amounts credited to his Qualified Nonelective
Employer Contributions Account after the later of December 31, 1988 or the last
day of the Plan Year ending before July 1, 1989.

5.08. Matching Employer Contributions. If so provided by the Employer in Section
1.10 of the Adoption Agreement, the Employer shall make a Matching Employer
Contribution on behalf of each eligible Active Participant, as determined in
accordance with Subsection 1.10(d) and Section 1.12 of the Adoption Agreement,
who had Deferral Contributions made on his behalf during the Contribution Period
The amount of the Matching Employer Contribution shall be determined in
accordance with Subsection 1.10(a) and/or (b) and/or the Safe Harbor Matching
Employer Contribution Addendum to the Adoption Agreement, as applicable.

5.09. Qualified Matching Employer Contributions. If so provided by the Employer
in Subsection 1.10(e) of the Adoption Agreement, prior to making its Matching
Employer Contribution (other than any safe harbor Matching Employer
Contribution) to the Plan, the Employer may designate all or a portion of such
Matching Employer Contribution as a Qualified Matching Employer Contribution.
The Employer shall notify the Trustee of such designation at the time it makes
its Matching Employer Contribution. Qualified Matching Employer Contributions
shall be distributable only in accordance with the distribution provisions that
are applicable to Deferral Contributions; provided, however, that a Participant
shall not be permitted to take a hardship withdrawal of amounts credited to his
Qualified Matching Employer Contributions Account after the later of December
31, 1988 or the last day of the Plan Year ending before July 1, 1989.

If the amount of an Employer's Qualified Matching Employer Contribution is
determined based on a Participant's compensation, and the Qualified Matching
Employer Contribution is necessary to satisfy the "ADP" test described in
Section 6.03, the compensation used in determining the amount of the Qualified
Matching Employer Contribution shall be "testing compensation", as defined in
Subsection 6.01(t). If the Qualified Matching Employer Contribution is not
necessary to satisfy the "ADP" test described in Section 6.03, the compensation
used to determine the amount of the Qualified Matching Employer Contribution
shall be


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Compensation as defined in Subsection 2.01(j), modified as provided in Section
5.01.

5.10. Nonelective Employer Contributions. If so provided by the Employer in
Section 1.11 of the Adoption Agreement, the Employer shall make Nonelective
Employer Contributions to the Trust in accordance with Subsection 1.11(a) and/or
(b) of the Adoption Agreement to be allocated as follows:

      (a) If the Plan is a money purchase pension plan or the Employer has
      elected a fixed contribution formula, Nonelective Employer Contributions
      shall be allocated among eligible Active Participants, as determined in
      accordance with Subsection 1.11(c) and Section 1.12 of the Adoption
      Agreement, in the manner specified in Subsection 1.11(a) or the Safe
      Harbor Nonelective Employer Contribution Addendum to the Adoption
      Agreement, as applicable.

      (b) If the Employer has elected a discretionary contribution amount,
      Nonelective Employer Contributions shall be allocated among eligible
      Active Participants, as determined in accordance with Subsection 1.11(c)
      and Section 1.12 of the Adoption Agreement, as follows:

            (1) If the non-integrated formula is elected in Subsection
            1.11(b)(1) of the Adoption Agreement, Nonelective Employer
            Contributions shall be allocated to eligible Active Participants in
            the ratio that each eligible Active Participant's Compensation bears
            to the total Compensation paid to all eligible Active Participants
            for the Plan Year; provided, however, that if the Plan is or is
            deemed to be a "top-heavy plan", as defined in Subsection 15.01(f),
            for any Plan Year, these allocation provisions shall be modified as
            provided in Section 15.04; or

            (2) If the integrated formula is elected in Subsection 1.11(b)(2) of
            the Adoption Agreement, Nonelective Employer Contributions shall be
            allocated in the following steps:

                        (A) First, to each eligible Active Participant in the
                  same ratio that the sum of the eligible Active Participant's
                  Compensation and "excess Compensation" for the Plan Year bears
                  to the sum of the Compensation and "excess Compensation" of
                  all eligible Active Participants for the Plan Year. This
                  allocation as a percentage of the sum of each eligible Active
                  Participant's Compensation and "excess Compensation" shall not
                  exceed the "permitted disparity limit", as defined in Section
                  1.11 of the Adoption Agreement.

                        Notwithstanding the foregoing, if in any Plan Year an
                  eligible Active Participant has reached the "cumulative
                  permitted disparity limit", such eligible Active Participant
                  shall receive an allocation under this Subsection
                  5.10(b)(2)(A) based on two times his Compensation for the Plan
                  Year, rather than the sum of his Compensation and "excess
                  Compensation" for the Plan Year. If an Active Participant did
                  not benefit under a qualified defined benefit plan or target
                  benefit plan for any Plan Year beginning on or after


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                  January 1, 1995, the Active Participant shall have no
                  "cumulative disparity limit".

                  (B) Second, if any Nonelective Employer Contributions remain
                  after the allocation in Subsection 5.10(b)(2)(A), the
                  remaining Nonelective Employer Contributions shall be
                  allocated to each eligible Active Participant in the same
                  ratio that the eligible Active Participant's Compensation for
                  the Plan Year bears to the total Compensation of all eligible
                  Active Participants for the Plan Year.

                  Notwithstanding the provisions of Subsections 5.10(b)(2)(A)
            and (B) above, if in any Plan Year an eligible Active Participant
            benefits under another qualified plan or simplified employee
            pension, as defined in Code Section 408(k), that provides for or
            imputes permitted disparity, the Nonelective Employer Contributions
            for the Plan Year allocated to such eligible Active Participant
            shall be in the ratio that his Compensation for the Plan Year bears
            to the total Compensation paid to all eligible Active Participants.

                  If the Plan is or is deemed to be a "top-heavy plan", as
            defined in Subsection 15.01(f), for any Plan Year, the allocation
            steps in Subsections 5.10(b)(2)(A) and (B) shall be modified as
            provided in Section 15.04.

                  For purposes of this Subsection 5.10(b)(2), the following
            definitions shall apply:

                  (C) "Cumulative permitted disparity limit" means 35 multiplied
                  by the sum of an Active Participant's annual permitted
                  disparity fractions, as defined in Sections l.401(l)-5(b)(3)
                  through (b)(7) of the Treasury Regulations, attributable to
                  the Active Participant's total years of service under the Plan
                  and any other qualified plan or simplified employee pension,
                  as defined in Code Section 408(k), maintained by the Employer
                  or a Related Employer. For each Plan Year commencing prior to
                  January 1, 1989, the annual permitted disparity fraction shall
                  be deemed to be one, unless the Participant never accrued a
                  benefit under any qualified plan or simplified employee
                  pension maintained by the Employer or a Related Employer
                  during any such Plan Year. In determining the annual permitted
                  disparity fraction for any Plan Year, the Employer may elect
                  to assume that the full disparity limit has been used for such
                  Plan Year.

                  (D) "Excess Compensation" means Compensation in excess of the
                  "integration level" specified by the Employer in Subsection
                  1.11(b)(2) of the Adoption Agreement.

5.11. Vested Interest in Contributions. A Participant's vested interest in the
following sub-accounts shall be 100-percent:


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      (a) his Deferral Contributions Account;

      (b) his Qualified Nonelective Contributions Account;

      (c) his Qualified Matching Employer Contributions Account;

      (d) his Nonelective Employer Contributions Account attributable to
      Nonelective Employer Contributions made in accordance with the Safe Harbor
      Nonelective Employer Contribution Addendum to the Adoption Agreement that
      are intended to satisfy the safe harbor contribution requirement for
      deemed satisfaction of the "ADP" test described in Section 6.03;

      (e) his Matching Employer Contributions Account attributable to Matching
      Employer Contributions made in accordance with the Safe Harbor Matching
      Employer Contribution Addendum to the Adoption Agreement that are intended
      to satisfy the safe harbor contribution requirement for deemed
      satisfaction of the "ADP" test described in Section 6.03;

      (f) his Rollover Contributions Account;

      (g) his Employee Contributions Account; and

      (h) his deductible Employee Contributions Account.

      A Participant's vested interest in his Nonelective Employer Contributions
Account attributable to Nonelective Employer Contributions other than those
described in Subsection 5.11(d) above, shall be determined in accordance with
the vesting schedule elected by the Employer in Subsection 1.15(c)(1) of the
Adoption Agreement. A Participant's vested interest in his Matching Employer
Contributions Account attributable to Matching Employer Contributions other than
those described in Subsection 5.11(e) above, shall be determined in accordance
with the vesting schedule elected by the Employer in Subsection 1.15(c)(2) of
the Adoption Agreement.

5.12. Time for Making Employer Contributions. The Employer shall 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). If the
Employer has elected an Hours of Service and/or last day requirement for
eligibility to receive an allocation of Matching Employer and/or Nonelective
Employer Contributions, the Employer may not fund such contributions prior to
the date as of which such eligibility requirements must be met.

      The Trustee shall 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 5, or to enforce, by suit or
otherwise, the Employer's obligation, if any, to make a contribution to the
Trustee.


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5.13. Return of Employer Contributions. The Trustee shall, upon request by the
Employer, return to the Employer the amount (if any) determined under Section
20.24. 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
attributable thereto, if and to the extent such losses exceed the gains and
income attributable thereto, but shall 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. To the extent such gains exceed losses,
the gains shall be forfeited and applied as provided in Section 11.09. In no
event shall 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.

Article 6. Limitations on Contributions.

6.01. Special Definitions. For purposes of this Article, the following
definitions shall apply:

      (a) "Aggregate limit" means the greater of (1) or (2) where (1) is the sum
      of (A) 125-percent of the greater of the average "deferral ratio" of the
      Active Participants who are Non-Highly Compensated Employees for the
      "testing year" or the average "contribution percentage" of Active
      Participants who are Non-Highly Compensated Employees for the "testing
      year" beginning with or within the "testing year" of the cash or deferred
      arrangement and (B) the lesser of 200-percent or two plus the lesser of
      such average "deferral ratio" or average "contribution percentage" and
      where (2) is the sum of (A) 125-percent of the lesser of the average
      "deferral ratio" of the Active Participants who are Non-Highly Compensated
      Employees for the "testing year" or the average "contribution percentage"
      of the Active Participants who are Non-Highly Compensated Employees for
      the "testing year" beginning with or within the "testing year" of the cash
      or deferred arrangement and (B) the lesser of 200-percent or two plus the
      greater of such average "deferral ratio" or average "contribution
      percentage".

      (b) "Annual additions" mean the sum of the following amounts allocated to
      an Active Participant for a Limitation Year:

            (1) all employer contributions allocated to an Active Participant's
            account under qualified defined contribution plans maintained by the
            "415 employer", including amounts applied to reduce employer
            contributions as provided under Section 11.09;

            (2) all employee contributions allocated to an Active Participant's
            account under a qualified defined contribution plan or a qualified
            defined benefit plan maintained by the "415 employer" if separate


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            accounts are maintained with respect to such Active Participant
            under the defined benefit plan;

            (3) all forfeitures allocated to an Active Participant's account
            under a qualified defined contribution plan maintained by the "415
            employer";

            (4) all amounts allocated, after March 31, 1984, to an "individual
            medical account" which is part of a pension or annuity plan
            maintained by the "415 employer";

            (5) all amounts derived from contributions paid or accrued after
            December 31, 1985, in taxable years ending after such date, which
            are attributable to post-retirement medical benefits allocated to
            the separate account of a key employee, as defined in Code Section
            419A(d)(3), under a "welfare benefit fund" maintained by the "415
            employer"; and

            (6) all allocations to an Active Participant under a "simplified
            employee pension".

      (c) "Contribution percentage" means the ratio (expressed as a percentage)
      of (1) the "contribution percentage amounts" allocated to an "eligible
      participant's" accounts for the Plan Year to (2) the "eligible
      participant's" "testing compensation" for the Plan Year.

      (d) "Contribution percentage amounts" mean:

            (1) any Employee Contributions made by an "eligible participant" to
            the Plan;

            (2) any Matching Employer Contributions, but excluding (A) Qualified
            Matching Employer Contributions that are taken into account in
            satisfying the "ADP" test described in Section 6.03 (except that
            such exclusion shall not apply for any Plan Year in which the "ADP"
            test described in Section 6.03 is deemed satisfied pursuant to
            Section 6.10) and (B) Matching Employer 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";

            (3) at the election of the Employer, Qualified Nonelective Employer
            Contributions, excluding Qualified Nonelective Employer
            Contributions that are taken into account in satisfying the "ADP"
            test described in Section 6.03; and

            (4) at the election of the Employer, Deferral Contributions,
            excluding Deferral Contributions that are taken into account in
            satisfying the "ADP" test described in Section 6.03.


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            Notwithstanding the foregoing, for any Plan Year in which the "ADP"
      test described in Section 6.03 is deemed satisfied pursuant to Section
      6.10, "contribution percentage amounts" shall not include the following:

            (5) any Deferral Contributions; and

            (6) if the requirements described in Section 6.11 for deemed
            satisfaction of the "ACP" test with respect to Matching Employer
            Contributions are met, any Matching Employer Contributions; or if
            the requirements described in Section 6.11 for deemed satisfaction
            of the "ACP" test with respect to Matching Employer Contributions
            are not met, any Matching Employer Contributions made on behalf of
            an "eligible participant" for the Plan Year that do not exceed four
            percent of the "eligible participant's" Compensation for the Plan
            Year.

            To be included in determining an "eligible participant's"
      "contribution percentage" for a Plan Year, Employee Contributions must be
      made to the Plan before the end of such Plan Year and other "contribution
      percentage amounts" must be allocated to the "eligible participant's"
      Account as of a date within such Plan Year and made before the last day of
      the 12-month period immediately following the Plan Year to which the
      "contribution percentage amounts" relate. If an Employer has elected the
      prior year testing method described in Subsection 1.06(a)(2) of the
      Adoption Agreement, "contribution percentage amounts" that are taken into
      account for purposes of determining the "contribution percentages" of
      Non-Highly Compensated Employees for the prior year relate to such prior
      year. Therefore, such "contribution percentage amounts" must be made
      before the last day of the Plan Year being tested.

            Effective for Plan Years beginning on or after January 1, 1999, if
      an Employer elects to change from the current year testing method
      described in Subsection 1.06(a)(1) of the Adoption Agreement to the prior
      year testing method described in Subsection 1.06(a)(2) of the Adoption
      Agreement, the following shall not be considered "contribution percentage
      amounts" for purposes of determining the "contribution percentages" of
      Non-Highly Compensated Employees for the prior year immediately preceding
      the Plan Year in which the change is effective:

            (7) Qualified Matching Employer Contributions that were taken into
            account in satisfying the "ADP" test described in Section 6.03 for
            such prior year;

            (8) Qualified Nonelective Employer Contributions that were taken
            into account in, satisfying the "ADP" test described in Section 6.03
            or the "ACP" test described in Section 6.06 for such prior year; and

            (9) all Deferral Contributions.

      (e) "Deferral ratio" means the ratio (expressed as a percentage) of (1)
      the amount of "includable contributions" made on behalf of an Active
      Participant


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      for the Plan Year to (2) the Active Participant's "testing compensation"
      for such Plan Year. An Active Participant who does not receive "includable
      contributions" for a Plan Year shall have a "deferral ratio" of zero.

      (f) "Defined benefit fraction" means a fraction, the numerator of which is
      the sum of the Active 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 "415 employer", each such annual benefit
      computed on the assumptions that the Active Participant shall remain in
      employment until the normal retirement age under each such plan (or the
      Active Participant's current age, if later) and that all other factors
      used to determine benefits under such plan shall 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 Code Sections 415(b)(1)(A) and 415(d) or 140-percent of the Active
      Participant's highest average Compensation for three consecutive calendar
      years of service during which the Active Participant was active in each
      such plan, including any adjustments under Code Section 415(b). However,
      if the Active 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 "415 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 Active 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 such plans made after May 5, 1986, under all such
      defined benefit plans that met, individually and in the aggregate, the
      requirements of Code Section 415 for all Limitation Years beginning before
      January 1, 1987.

      (g) "Defined contribution fraction" means a fraction, the numerator of
      which is the sum of all "annual additions" credited to an Active
      Participant for the current Limitation Year and all prior Limitation Years
      and the denominator of which is the sum of the "maximum permissible
      amounts" for the current Limitation Year and all prior Limitation Years
      during which the Participant was an Employee (regardless of whether the
      "415 employer" maintained a defined contribution plan in any such
      Limitation Year).

            If the Active 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 "415 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 the Plan. Under the adjustment an amount equal to the product of (1)
      the excess of the sum of the fractions over 1.0 and (2) the denominator of
      this fraction shall 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


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      disregarding any changes in the terms and conditions of the plans made
      after May 6, 1986, but using the Section 415 limitation applicable to the
      first Limitation Year beginning on or after January 1, 1987.

            For purposes of determining the "defined contribution fraction", the
      "annual additions" for Limitation Years beginning before January 1, 1987
      shall not be recomputed to treat all employee contributions as "annual
      additions".

      (h) "Determination year" means (1) for purposes of determining income or
      loss with respect to "excess deferrals", the calendar year in which the
      "excess deferrals" were made and (2) for purposes of determining income or
      loss with respect to "excess contributions", and "excess aggregate
      contributions", the Plan Year in which such "excess contributions" or
      "excess aggregate contributions" were made.

      (i) "Elective deferrals" mean all employer contributions, other than
      Deferral Contributions, made on behalf of a Participant pursuant to an
      election to defer under any qualified CODA as described in Code Section
      401(k), any simplified employee pension cash or deferred arrangement as
      described in Code Section 402(h)(1)(B), any eligible deferred compensation
      plan under Code Section 457, any plan as described under Code Section
      501(c)(18), and any employer contributions made on behalf of a Participant
      pursuant to a salary reduction agreement for the purchase of an annuity
      contract under Code Section 403(b). "Elective deferrals" shall not include
      any deferrals properly distributed as excess "annual additions".

      (j) "Eligible participant" means any Active Participant who is eligible to
      make Employee Contributions, or Deferral Contributions (if the Employer
      takes such contributions into account in calculating "contribution
      percentages"), or to receive a Matching Employer Contribution.
      Notwithstanding the foregoing, the term "eligible participant" shall not
      include any Active Participant who is 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.

      (k) "Excess aggregate contributions" with respect to any Plan Year mean
      the excess of

            (1) The aggregate "contribution percentage amounts" actually taken
            into account in computing the average "contribution percentages" of
            "eligible participants" who are Highly Compensated Employees for
            such Plan Year, over

            (2) The maximum amount of "contribution percentage amounts"
            permitted to be made on behalf of Highly Compensated Employees
            under Section 6.06 (determined by reducing "contribution percentage
            amounts" made for the Plan Year on behalf of "eligible participants"
            who are Highly Compensated Employees in order of their "contribution
            percentages" beginning with the highest of such "contribution
            percentages").


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            "Excess aggregate contributions" shall be determined after first
      determining "excess deferrals" and then determining "excess
      contributions".

      (1) "Excess contributions" with respect to any Plan Year mean the excess
      of

            (1) The aggregate amount of "includable contributions" actually
            taken into account in computing the average "deferral percentage" of
            Active Participants who are Highly Compensated Employees for such
            Plan Year, over

            (2) The maximum amount of "includable contributions" permitted to be
            made on behalf of Highly Compensated Employees under Section 6.03
            (determined by reducing "includable contributions" made for the Plan
            Year on behalf of Active Participants who are Highly Compensated
            Employees in order of their "deferral ratios", beginning with the
            highest of such "deferral ratios").

      (m) "Excess deferrals" mean those Deferral Contributions and/or "elective
      deferrals" that are includable in a Participant's gross income under Code
      Section 402(g) to the extent such Participant's Deferral Contributions
      and/or "elective deferrals" for a calendar year exceed the dollar
      limitation under such Code Section.

      (n) "Excess 415 amount" means the excess of an Active Participant's
      "annual additions" for the Limitation Year over the "maximum permissible
      amount".

      (o) "415 employer" means the Employer and any other employers which
      constitute a controlled group of corporations (as defined in Code Section
      414(b) as modified by Code Section 415(h)) or which constitute trades or
      businesses (whether or not incorporated) which are under common control
      (as defined in Code Section 414(c) as modified by Code Section 415(h)) or
      which constitute an affiliated service group (as defined in Code Section
      414(m)) and any other entity required to be aggregated with the Employer
      pursuant to regulations issued under Code Section 414(o).

      (p) "Includable contributions" mean:

            (1) any Deferral Contributions made on behalf of an Active
            Participant, 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 maintained by the Employer or a Related
            Employer and (b) Deferral Contributions that are taken into account
            in satisfying the "ACP" test described in Section 6.06;

            (2) at the election of the Employer, Qualified Nonelective Employer
            Contributions, excluding Qualified Nonelective Employer
            Contributions that are taken into account in satisfying the "ACP"
            test described in Section 6.06; and


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            (3) at the election of the Employer, Qualified Matching Employer
            Contributions; provided, however, that the Employer may not elect to
            treat Qualified Matching Employer Contributions as "includable
            contributions" for any Plan Year in which the "ADP" test described
            in Section 6.03 is deemed satisfied pursuant to Section 6.10.

            To be included in determining an Active Participant's "deferral
      ratio" for a Plan Year, "includable contributions" must be allocated to
      the Participant's Account as of a date within such Plan Year and made
      before the last day of the 12-month period immediately following the Plan
      Year to which the "includable contributions" relate. If an Employer has
      elected the prior year testing method described in Subsection 1.06(a)(2)
      of the Adoption Agreement, "includable contributions" that are taken into
      account for purposes of determining the "deferral ratios" of Non-Highly
      Compensated Employees for the prior year relate to such prior year.
      Therefore, such "includable contributions" must be made before the last
      day of the Plan Year being tested.

            Effective for Plan Years beginning on or after January 1, 1999, if
      an Employer elects to change from the current year testing method
      described in Subsection 1.06(a)(1) of the Adoption Agreement to the prior
      year testing method described in Subsection 1.06(a)(2) of the Adoption
      Agreement, the following shall not be considered "includable
      contributions" for purposes of determining the "deferral ratios" of
      Non-Highly Compensated Employees for the prior year immediately preceding
      the Plan Year in which the change is effective:

            (4) Deferral Contributions that were taken into account in
            satisfying the "ACP" test described in Section 6.06 for such prior
            year;

            (5) Qualified Nonelective Employer Contributions that were taken
            into account in satisfying the "ADP" test described in Section 6.03
            or the "ACP" test described in Section 6.06 for such prior year; and

            (6) all Qualified Matching Employer Contributions.

      (q) "Individual medical account" means an individual medical account as
      defined in Code Section 415(1)(2).

      (r) "Maximum permissible amount" means for a Limitation Year with respect
      to any Active Participant the lesser of (1) $30,000 (adjusted as provided
      in Code Section 415(d)) or (2) 25-percent of the Active 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 dollar limitation specified in
      clause (1) above shall be adjusted by multiplying it by a fraction the
      numerator of which is the number of months in the short Limitation Year
      and the denominator of which is 12. For purposes of determining the
      "maximum permissible amount" with respect to an Active Participant,
      Compensation shall include amounts that are not includable in the gross
      income of the Participant under a salary


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      reduction agreement by reason of the application of Code Section 125,
      402(a)(8), 402(h), or 403(b), unless the Employer elects to exclude such
      amounts under Subsection 1.05(a) or (b), as applicable, of the Adoption
      Agreement.

            The Compensation limitation specified in clause (2) above shall not
      apply to any contribution for medical benefits within the meaning of Code
      Section 401(h) or 419A(f)(21 after separation from service which is
      otherwise treated as an "annual addition" under Code Section 419A(d)(2) or
      415(1)(1).

      (s) "Simplified employee pension" means a simplified employee pension as
      defined in Code Section 408(k).

      (t) "Testing compensation" means compensation as defined in Code Section
      414(s). "Testing compensation" shall be based on the amount actually paid
      to a Participant during the "testing year" or, at the option of the
      Employer, during that portion of the "testing year" during which the
      Participant is an Active Participant; provided, however, that if the
      Employer elected different Eligibility Service requirements for purposes
      of eligibility to make Deferral Contributions and to receive Matching
      Employer Contributions, then "test compensation" must be based on the
      amount paid to a Participant during the full "testing year".

            The annual "testing compensation" of each Active Participant taken
      into account in applying the "ADP" test described in Section 6.03 and the
      "ACP" test described in Section 6.06 for any "testing year" shall not
      exceed the annual compensation limit under Code Section 401(a)(17) as in
      effect on the first day of the "testing year". This limit shall be
      adjusted by the Secretary to reflect increases in the cost of living, as
      provided in Code Section 401(a)(17)(B); provided, however, that the dollar
      increase in effect on January 1 of any calendar year is effective for
      "testing years" beginning in such calendar year. If a Plan determines
      "testing compensation" over a period that contains fewer than 12 calendar
      months (a "short determination period"), then the Compensation limit for
      such "short determination period" is equal to the Compensation limit for
      the calendar year in which the "short determination period" begins
      multiplied by the ratio obtained by dividing the number of full months in
      the "short determination period" by 12; provided, however, that such
      proration shall not apply if there is a "short determination period"
      because (1) the Employer elected in accordance with any rules and
      regulations issued by the Secretary of the Treasury or his delegate to
      apply the "ADP" test described in Section 6.03 and/or the "ACP" test
      described in Section 6.06 based only on Compensation paid during the
      portion of the "testing year" during which an individual was an Active
      Participant or (2) an Employee is covered under the Plan for fewer than 12
      calendar months.


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      (u) "Testing year" means

            (1) if the Employer has elected the current year testing method in
            Subsection 1.06(a)(1) of the Adoption Agreement, the Plan Year being
            tested.

            (2) if the Employer has elected the prior year testing method in
            Subsection 1.06(a)(2) of the Adoption Agreement, the Plan Year
            immediately preceding the Plan Year being tested.

      (v) "Welfare benefit fund" means a welfare benefit fund as defined in Code
      Section 419(e).

6.02. Code Section 4O2(g) Limit on Deferral Contributions. In no event shall the
amount of Deferral Contributions made under the Plan for a calendar year, when
aggregated with the "elective deferrals" made under any other plan maintained by
the Employer or a Related Employer, exceed the dollar limitation contained in
Code Section 402(g) in effect at the beginning of such calendar year.

      A Participant may assign to the Plan any "excess deferrals" made during a
calendar year by notifying the Administrator on or before March 15 following the
calendar year in which the "excess deferrals" were made 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 those "elective
deferrals" made to any other plan maintained by the Employer or a Related
Employer. Notwithstanding any other provision of the Plan, "excess deferrals",
plus any income and minus any loss allocable thereto, as determined under
Section 6.09, shall be distributed no later than April 15 to any Participant to
whose Account "excess deferrals" were so assigned for the preceding calendar
year and who claims "excess deferrals" for such calendar year.

      Any Matching Employer Contributions attributable to "excess deferrals",
plus any income and minus any loss allocable thereto, as determined under
Section 6.09, shall be forfeited and applied as provided in Section 11.09.

      "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 calendar year in which the "excess deferrals" were made.

6.03. Additional Limit on Deferral Contributions ("ADP" Test). Notwithstanding
any other provision of the Plan to the contrary, the Deferral Contributions made
with respect to a, Plan Year on behalf of Active Participants who are Highly
Compensated Employees for such Plan Year may not result in an average "deferral
ratio" for such Active Participants that exceeds the greater of:

      (a) the average "deferral ratio" for the "testing year" of Active
      Participants who are Non-Highly Compensated Employees for the `testing
      year" multiplied by 1.25; or


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      (b) the average "deferral ratio" for the "testing year" of Active
      Participants who are Non-Highly Compensated Employees for the "testing
      year" multiplied by two, provided that the average "deferral ratio" for
      Active Participants who are Highly Compensated Employees for the Plan Year
      being tested does not exceed the average "deferral ratio" for Participants
      who are Non-Highly Compensated Employees for the "testing year" by more
      than two percentage points.

      For the first Plan Year in which the Plan provides a cash or deferred
arrangement, the average "deferral ratio" for Active Participants who are
Non-Highly Compensated Employees used in determining the limits applicable under
Subsections 6.03(a) and (b) shall be either three-percent or the actual average
"deferral ratio" for such Active Participants for such first Plan Year, as
elected by the Employer in Section 1.06(c) of the Adoption Agreement.

      The deferral ratios of Active Participants who are included in a unit of
Employees covered by an agreement which the Secretary of Labor finds to be a
collective bargaining agreement shall be disaggregated from the "deferral
ratios" of other Active Participant and the provisions of this Section 6.03
shall be applied separately with respect to each group.

      The "deferral ratio" for any Active Participant who is a Highly
Compensated Employee for the Plan Year being tested and who is eligible to have
"includable contributions" allocated to his accounts under two or more cash or
deferred arrangements described in Code Section 401(k) that are maintained by
the Employer or a Related Employer, shall be determined as if such "includable
contributions" were made under a single arrangement. If a Highly Compensated
Employee participates in two or more cash or deferred arrangements that have
different plan years, all cash or deferred arrangements ending with or within
the same calendar year shall be treated as a single arrangement. Notwithstanding
the foregoing, certain plans shall be treated as separate if mandatorily
disaggregated under regulations under Code Section 401(k).

      If this Plan satisfies the requirements of Code Section 401(k), 401(a)(4),
or 410(b) only if aggregated with one or more other plans, or if one or more
other plans satisfy the requirements of such Code Sections only if aggregated
with this Plan, then this Section 6.03 shall be applied by determining the
"deferral ratios" of Employees as if all such plans were a single plan. Plans
may be aggregated in order to satisfy Code Section 401(k) only if they have the
same plan year.

      The Employer shall maintain records sufficient to demonstrate satisfaction
of the "ADP" test and the amount of Qualified Nonelective and/or Qualified
Matching Employer Contributions used in such test.

6.04. Allocation and Distribution of "Excess Contributions". Notwithstanding any
other provision of this Plan, the "excess contributions" allocable to the
Account of a Participant, plus any income and minus any loss allocable thereto,
as determined under Section 6.09. shall be distributed to the Participant no
later than the last day of the Plan Year immediately following the Plan Year in


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which the "excess contributions" were made. If such excess amounts are
distributed more than 2 1/2 months after the last day of the Plan Year in which
the "excess contributions" were made, a ten-percent excise tax shall be imposed
on the Employer maintaining the Plan with respect to such amounts.

      The "excess contributions" allocable to a Participant's Account shall be
determined by reducing the "includable contributions" made for the Plan Year on
behalf of Active Participants who are Highly Compensated Employees in order of
the dollar amount of such "includable contributions", beginning with the highest
such dollar amount.

      "Excess contributions" shall be treated as "annual additions".

      Any Matching Employer Contributions attributable to "excess
contributions", plus any income and minus any loss allocable thereto, as
determined under Section 6.09, shall be forfeited and applied as provided in
Section 11.09.

6.05. Reductions in Deferral Contributions to Meet Code Requirements. In order
for the Plan to comply with the requirements of Code Sections 401(k), 402(g) and
415 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 Active Participant, or class of Active Participants, for the remainder of
that Plan Year, or the Administrator may require that all Deferral Contributions
to be made on behalf of an Active 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.

6.06. Limit on Matching Employer Contributions and Employee Contributions ("ACP"
Test). The provisions of this Section 6.06 shall not apply to Active
Participants who are 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.

      Notwithstanding any other provision of the Plan to the contrary, Matching
Employer Contributions and Employee Contributions made with respect to a Plan
Year by or on behalf of "eligible participants" who are Highly Compensated
Employees for such Plan Year may not result in an average "contribution
percentage" for such "eligible participants" that exceeds the greater of:

      (a) the average "contribution percentage" for the "testing year" of
      "eligible participants" who are Non-Highly Compensated Employees for the
      "testing year" multiplied by 1.25; or

      (b) the average "contribution percentage" for the "testing year" of
      "eligible participants" who are Non-Highly Compensated Employees for the
      "testing year" multiplied by two, provided that the average "contribution
      percentage" for the Plan Year being tested of "eligible participants" who
      are Highly Compensated Employees does not exceed the average "contribution
      percentage" for the "testing year" of "eligible participants" who are Non


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      Highly Compensated Employees for the "testing year" by more than two
      percentage points.

      For the first Plan Year in which the Plan provides for "contribution
percentage amounts" to be made, the "ACP" for "eligible participants" who are
Non-Highly Compensated Employees used in determining the limits applicable under
paragraphs (a) and (b) of this Section 6.06 shall be determined under rules
similar to the rules under Code Section 401(k)(3)(E).

      The "contribution percentage" for any "eligible participant" who is a
Highly Compensated Employee for the Plan Year and who is eligible to have
"contribution percentage amounts" allocated to his accounts under two or more
plans described in Code Section 401(a) that are maintained by the Employer or a
Related Employer, shall be determined as if such "contribution percentage
amounts" were contributed under a single plan. If a Highly Compensated Employee
participates in two or more such plans that have different plan years, all plans
ending with or within the same calendar year shall be treated as a single plan.
Notwithstanding the foregoing, certain plans shall be treated as separate if
mandatorily disaggregated under Treasury Regulations issued under Code Section
401(m).

      If this Plan satisfies the requirements of Code Section 401(m), 401(a)(4)
or 410(b) only if aggregated with one or more other plans, or if one or more
other plans satisfy the requirements of such Code Sections only if aggregated
with this Plan, then this Section 6.06 shall be applied by determining the
"contribution percentages" of Employees as if all such plans were a single plan.
Plans may be aggregated in order to satisfy Code Section 401(m) only if they
have the same plan year.

      The Employer shall maintain records sufficient to demonstrate satisfaction
of the "ACP" test and the amount of Deferral Contributions, Qualified
Nonelective Employer Contributions, and/or Qualified Matching Employer
Contributions used in such test.

6.07. Allocation, Distribution, and Forfeiture of "Excess Aggregate
Contributions". Notwithstanding any other provision of the Plan, the "excess
aggregate contributions" allocable to the Account of a Participant, plus any
income and minus any loss allocable thereto, as determined under Section 6.09,
shall be forfeited, if forfeitable, or if not forfeitable, distributed to the
Participant no later than the last day of the Plan Year immediately following
the Plan Year in which the "excess aggregate contributions" were made. If such
excess amounts are distributed more than 2 1/2 months after the last day of the
Plan Year in which such "excess aggregate contributions" were made, a
ten-percent excise tax shall be imposed on the Employer maintaining the Plan
with respect to such amounts.

      The "excess aggregate contributions" allocable to a Participant's Account
shall be determined by reducing the "contribution percentage amounts" made for
the Plan Year on behalf of "eligible participants" who are Highly Compensated
Employees in order of the dollar amount of such "contribution percentage
amounts", beginning with the highest such dollar amount.


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      "Excess aggregate contributions" shall be treated as "annual additions".

      "Excess aggregate contributions" shall be forfeited or distributed from a
Participant's Employee Contributions Account, Matching Employer Contributions
Account and if applicable, the Participant's Deferral Contributions Account
and/or Qualified Nonelective Employer Contributions Account in the order
prescribed by the Trustee, which order shall be uniform with respect to all
Participants and non-discriminatory.

      Forfeitures of "excess aggregate contributions" shall first be applied to
pay Plan expenses and, if any excess remains, shall then either (a) be applied
to reduce Employer contributions or (b) be allocated among Active Participants'
Accounts, as elected by the Employer in Subsection 1.15(d) of the Adoption
Agreement.

6.08. Aggregate Limit on "Contribution Percentage Amounts" and "Includable
Contributions". The sum of the average "deferral ratio" and the average
"contribution percentage" of those Active Participants who are Highly
Compensated Employees during the Plan Year shall not exceed the "aggregate
limit". The average "deferral ratio" and average "contribution percentage" of
such Active Participants shall be determined after any corrections required to
meet the "ADP" test, described in Section 6.03, and the "ACP" test, described in
Section 6.06, have been made. Notwithstanding the foregoing, the "aggregate
limit" shall not be exceeded if either the average "deferral ratio" or the
average "contribution percentage" of such Active Participants for the Plan Year
does not exceed 1.25 multiplied by the average "deferral ratio" or the average
"contribution percentage", as applicable, for the "testing year" of the Active
Participants who are Non-Highly Compensated Employees for the "testing year".

      If the "aggregate limit" would be exceeded for any Plan Year, then the
limit shall be met by reducing the "contribution percentage amounts" contributed
for the Plan Year on behalf of the Active Participants who are Highly
Compensated Employees for such Plan Year (in order of their "contribution
percentages", beginning with the highest such "contribution percentage").
"Contribution percentage amounts" that are reduced as provided herein shall be
treated as "excess aggregate contributions". If for any Plan Year in which the
"ADP" test described in Section 6.03 is deemed satisfied pursuant to Section
6.10, the average "deferral ratio" of those Active Participants who are Highly
Compensated Employees during the Plan Year does not meet the "aggregate limit"
after reducing the "contribution percentage amounts" contributed on behalf of
such Active Participants to zero, no further reduction shall be required under
this Section 6.08.

6.09. Income or Loss on Distributable Contributions. The income or loss
allocable to "excess deferrals", "excess contributions", and "excess aggregate
contributions" shall be determined under one of the following methods:

      (a) the income or loss for the "determination year" allocable to the
      Participant's Account to which such contributions were made multiplied by
      a fraction, the numerator of which is the amount of the distributable
      contributions and the denominator of which is the balance of the


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      Participant's Account to which such contributions were made, determined
      without regard to any income or loss occurring during the "determination
      year"; or

      (b) the income or loss for the "determination year" determined under any
      other reasonable method, provided that such method is used consistently
      for all Participants in determining the income or loss allocable to
      distributable contributions hereunder 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 "determination
year" and the date of distribution shall be disregarded in determining income or
loss.

6.10. Deemed Satisfaction of "ADP" Test. Notwithstanding any other provision of
this Article 6 to the contrary, for any Plan Year beginning on or after January
1, 1999, if the Employer has elected one of the safe harbor contributions in
Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption Agreement and complies with
the notice requirements described herein for such Plan Year, the Plan shall be
deemed to have satisfied the "ADP" test described in Section 6.03. The Employer
shall provide a notice to each Active Participant during the Plan Year
describing the following:

      (a) the formula used for determining the amount of the safe harbor
      contribution to be made on behalf of Active Participants for the Plan
      Year;

      (b) any other contributions provided under the Plan and any requirements
      that Active Participants must satisfy to be entitled to receive such
      contributions;

      (c) the type and amount of Compensation that may be deferred under the
      Plan as Deferral Contributions;

      (d) the procedures for making a cash or deferred election under the Plan
      and the periods during which such elections may be made or changed; and

      (e) the withdrawal and vesting provisions applicable to contributions
      under the Plan.

      Such notice shall be written in a manner calculated to be understood by
the average Active Participant. The Employer shall provide the notice to each
Active Participant within one of the following periods, whichever is applicable:

      (f) if the employee is an Active Participant 90 days before the beginning
      of the Plan. Year, within the period beginning 90 days and ending 30 days
      before the first day of the Plan Year; or

      (g) if the employee becomes an Active Participant after the date described
      in paragraph (f) above, within the period beginning 90 days before and
      ending on the date he becomes an Active Participant;


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provided, however, that for a Plan Year that begins on or after January 1, 1999,
but before April 1, 1999, such notice shall not be required to be provided to an
Active Participant earlier than March 1, 1999.

6.11. Deemed Satisfaction of "ACP" Test With Respect to Matching Employer
Contributions. A Plan that satisfies the requirements of Section 6.10 shall also
be deemed to have satisfied the "ACP" test described in Section 6.06 with
respect to Matching Employer Contributions, if Matching Employer Contributions
to the Plan for the Plan Year meet all of the following requirements: (a) the
percentage of Deferral Contributions matched does not increase as the percentage
of Compensation contributed increases; (b) Highly Compensated Employees are not
provided a greater percentage match than Non-Highly Compensated Employees; (c)
Deferral Contributions matched do not exceed six percent of a Participant's
Compensation; and (d) for Plan Years beginning on or after January 1, 2000, if
the Employer elected in Subsection 1.10(a)(2) or 1.10(b) of the Adoption
Agreement to provide discretionary Matching Employer Contributions, the Employer
also elected in Subsection 1.10(a)(2)(A) or 1.11(b)(1) of the Adoption
Agreement, as applicable, to limit the dollar amount of such discretionary
Matching Employer Contributions allocated to a Participant for the Plan Year to
no more than four percent of such Participant's Compensation for the Plan Year.

      If such Plan provides for Employee Contributions, the "ACP" test described
in Section 6.06 must be applied with respect to such Employee Contributions. For
purposes of applying the "ACP" test with respect to Employee Contributions,
Matching Employer Contributions and Nonelective Employer Contributions that
satisfy the vesting and distribution requirements applicable to safe harbor
contributions, but which are not required to comply with the safe harbor
contribution requirements may be taken into account.

6.12. Code Section 415 Limitations. Notwithstanding any other provisions of the
Plan, the following limitations shall apply:

      (a) Employer Maintains Single Plan: If the "415 employer" does not
      maintain any other qualified defined contribution plan or any "welfare
      benefit fund", "individual medical account", or "simplified employee
      pension" in addition to the Plan, the provisions of this Subsection
      6.12(a) shall apply.

            (1) If a Participant does not participate in, and has never
            participated in any other qualified defined contribution plan,
            "welfare benefit fund", "individual medical account", or "simplified
            employee pension" maintained by the "415 employer", which provides
            an "annual addition", the amount of "annual additions" to the
            Participant's Account for a Limitation Year shall not exceed the
            lesser of the "maximum permissible amount" or any other limitation
            contained in the Plan. If a 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
            shall be reduced so that the "annual additions" for the Limitation
            Year shall equal the "maximum permissible amount".


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            (2) Prior to the determination of a 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 415 amounts" carried over from prior
            Limitation Years.

            (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.

            (4) If there is an "excess 415 amount" with respect to a Participant
            for a Limitation Year as a result of the estimation of the
            Participant's Compensation for the Limitation Year, the allocation
            of forfeitures to the Participant's Account, or a reasonable error
            in determining the amount of Deferral Contributions that may be made
            on behalf of the Participant under the limits of this Section 6.12,
            such "excess 415 amount" shall be disposed of as follows:

                  (A) Any Employee Contributions shall be reduced to the extent
                  necessary to reduce the "excess 415 amount".

                  (B) If after application of Subsection 6.12(a)(4)(A) an
                  "excess 415 amount" still exists, any Deferral Contributions
                  shall be reduced to the extent necessary to reduce the "excess
                  415 amount".

                  (C) If after application of Subsection 6.12(a)(4)(B) an
                  "excess 415 amount" still exists, any Matching Employer
                  Contributions shall be reduced to the extent necessary to
                  reduce the "excess 415 amount".

                  (D) If after the application of Subsection 612(a)(4)(C) an
                  "excess 415 amount" still exists, any Nonelective Employer
                  Contributions shall be reduced to the extent necessary to
                  reduce the "excess 415 amount".

                  (E) If after the application of Subsection 6.12(a)(4)(D) an
                  "excess 415 amount" still exists, any Qualified Nonelective
                  Employer Contributions shall be reduced to the extent
                  necessary to reduce the "excess 415 amount".

                  Employee Contributions and Deferral Contributions that are
            reduced as provided above shall be returned to the Participant. Any
            income allocable to returned Employee Contributions or Deferral
            Contributions shall also be returned or shall be treated as
            additional "annual additions" for the Limitation Year in which the
            excess contributions to which they are allocable were made.

                  If Matching Employer, Nonelective Employer, or Qualified
            Nonelective Employer Contributions to a Participant's Account are
            reduced as an


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            "excess 415 amount", as provided above, and the individual is still
            an Active Participant at the end of the Limitation Year, then such
            "excess 415 amount" shall be reapplied to reduce future Employer
            contributions under the Plan for the next Limitation Year (and for
            each succeeding Limitation Year, as necessary) for such Participant,
            so that in each such Limitation Year the sum of the actual Employer
            contributions made on behalf of such Participant plus the reapplied
            amount shall equal the amount of Employer contributions which would
            otherwise be made to such Participant's Account. If the individual
            is not an Active Participant at the end of a Limitation Year, then
            such "excess 415 amount" shall be held unallocated in a suspense
            account. The suspense account shall be applied to reduce future
            Employer contributions for all remaining Active Participants in the
            next Limitation Year and each succeeding Limitation Year if
            necessary.

                  If a suspense account is in existence at any time during the
            Limitation Year pursuant to this Subsection 6.12(a)(4), it shall
            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 Active Participants before any Employer contribution
            may be made for the Limitation Year.

                  Except as otherwise specifically provided in this Subsection
            6.12, "excess 415 amounts" may not be distributed to Participants.

      (b) Employer Maintains Multiple Defined Contribution Type Plans: Unless
      the Employer specifies another method for limiting "annual additions" in
      the 415 Correction Addendum to the Adoption Agreement, if the "415
      employer" maintains any other qualified defined contribution plan or any
      "welfare benefit fund", "individual medical account", or "simplified
      employee pension" in addition to the Plan, the provisions of this
      Subsection 6.12(b) shall apply.

            (1) If a Participant is covered under any other qualified defined
            contribution plan or any "welfare benefit fund", "individual medical
            account", or "simplified employee pension" maintained by the "415
            employer", that provides an "annual addition", the amount of "annual
            additions" to the 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 defined
                  contribution plans, "welfare benefit funds", "individual
                  medical accounts", and "simplified employee pensions", or

                  (B) any other limitation contained in the Plan.

                  If the "annual additions" with respect to a Participant under
            other qualified defined contribution plans, "welfare benefit funds",
            "individual medical accounts", and "simplified employee pensions"


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            maintained by the "415 employer" are less than the "maximum
            permissible amount" and a contribution that would otherwise be
            contributed or allocated to the Participant's Account under the Plan
            would cause the "annual additions" for the Limitation Year to exceed
            the "maximum permissible amount", the amount to be contributed or
            allocated shall be reduced so that the "annual additions" for the
            Limitation Year shall equal the "maximum permissible amount". If the
            "annual additions" with respect to the Participant under such other
            qualified 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 shall be contributed or allocated to the
            Participant's Account under the Plan for the Limitation Year.

            (2) Prior to the determination of a Participant's actual
            Compensation for the Limitation Year, the amounts referred to in
            Subsection 6.12(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 415 amounts" carried
            over from prior Limitation Years.

            (3) As soon as is administratively feasible after the end of the
            Limitation Year, the amounts referred to in Subsection 6.12(b)(1)(A)
            shall be determined on the basis of the Participant's actual
            Compensation for such Limitation Year.

            (4) Notwithstanding the provisions of any other plan maintained by a
            "415 employer", if there is an "excess 415 amount" with respect to a
            Participant for a Limitation Year as a result of estimation of the
            Participant's Compensation for the Limitation Year, the allocation
            of forfeitures to the Participant's account under any qualified
            defined contribution plan maintained by the "415 employer", or a
            reasonable error in determining the amount of Deferral Contributions
            that may be made on behalf of the Participant to the Plan or any
            other qualified defined contribution plan maintained by the "415
            employer" under the limits of this Subsection 6.12(b), such "excess
            415 amount" shall be deemed to consist first of the "annual
            additions" allocated to this Plan and shall be reduced as provided
            in Subsection 6.12(a)(4); provided, however, that if the "415
            employer" maintains both a profit sharing plan and a money purchase
            pension plan under this Basic Plan Document, "annual additions" to
            the money purchase pension plan shall be reduced only after all
            "annual additions" to the profit sharing plan have been reduced.

      (c) Employer Maintains or Maintained Defined Benefit Plan: For Limitation
      Years beginning prior to January 1, 2000, if the "415 employer" maintains,
      or at any time maintained, a qualified defined benefit plan, the sum of
      any Participant's "defined benefit plan fraction and "defined contribution
      plan fraction" shall not exceed the combined plan limitation of 1.00 in
      any such Limitation Year. The combined plan limitation shall be met by
      reducing


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      "annual additions" under the Plan, unless otherwise provided in the
      qualified defined benefit plan.

      (d) Adjustment to Compensation: Compensation for purposes of this Section
      6.12 shall include amounts that are not includable in the gross income of
      the Participant under a salary reduction agreement by reason of the
      application of Code Section 125, 402(a)(8), 402(h), or 403(b).

Article 7. Participants' Accounts.

7.01. Individual Accounts. The Administrator shall establish and maintain an
Account for each Participant that shall 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 shall 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. The
Administrator shall notify the Trustee of all Accounts established and
maintained under the Plan.

7.02. Valuation of Accounts. Participant Accounts shall 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 shall be allocated to such Account. Participants
shall be furnished statements of their Account values at least once each Plan
Year.

Article 8. Investment of Contributions.

8.01. Manner of Investment. All contributions made to the Accounts of
Participants shall be held for investment by the Trustee. Except as otherwise
specifically provided in Section 20.10, the Accounts of Participants shall be
invested and reinvested only in Permissible Investments selected by the Employer
and designated in the Service Agreement.

8.02. Investment Decisions. Investments shall be directed by the Employer or by
each Participant or both, in accordance with the Employer's election in
Subsection 1.23(a) of the Adoption Agreement. Pursuant to Section 20.04, 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 Permissible Investments designated
      in the Service Agreement.


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      (b) If Participant investment direction is elected, each Participant shall
      direct the investment of his Account among the Permissible Investments
      designated in the Service Agreement. The Participant shall file initial
      investment instructions with the Administrator, on such form as the
      Administrator may provide, selecting the Permissible Investments in which
      amounts credited to his Account shall be invested.

            (1) Except as provided in this Section 8.02, 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 Code Section
            414(p), an alternate payee shall make investment decisions with
            respect to any segregated account established in the name of the
            alternate payee as provided in Section 18.04.

            (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 Permissible Investment selected
            by the Employer for such purposes or, absent Employer selection, in
            the most conservative Permissible Investment designated in the
            Service Agreement, until investment instructions have been received
            by the Trustee.

            If the Employer so provides in Subsection 1.23(b) of the Adoption
      Agreement, the Plan is intended to constitute a plan described in ERISA
      Section 404(c) and regulations issued thereunder. The fiduciaries of the
      Plan shall be relieved of liability for any losses that are the direct and
      necessary result of investment instructions given by the Participant, his
      Beneficiary, or an alternate payee under a qualified domestic relations
      order. The Employer shall not be relieved of fiduciary responsibility for
      the selection and monitoring of the Permissible Investments under the
      Plan.

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

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

8.03. Participant Directions to Trustee. The method and frequency for change of
investments shall be determined under (a) the rules applicable to the
Permissible Investments selected by the Employer and designated in the Service
Agreement and (b) any additional rules of the Employer 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


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advise him regarding the purchase, retention, or sale of assets credited to his
Account.

Article 9. Participant Loans.

9.01. Special Definitions. For purposes of this Article, the following special
definitions shall apply:

      (a) "Participant" means any Participant or Beneficiary, including an
      alternate payee under a qualified domestic relations order, as defined in
      Code Section 414(p), who is a party-in-interest (as determined under ERISA
      Section 3(14)) with respect to the Plan.

      (b) "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.

      (c) "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 Code Section 318(a)(1)), on any day during
      the taxable year of such corporation, more than five-percent of the
      outstanding stock of the corporation.

9.02. Participant Loans. If so provided by the Employer in Section 1.17 of the
Adoption Agreement, the Administrator shall allow "participants" to apply for a
loan from their Accounts under the Plan, subject to the provisions of this
Article 9.

9.03. Separate Loan Procedures. All Plan loans shall be made and administered in
accordance with separate loan procedures that are hereby incorporated into the
Plan by reference.

9.04. Availability of Loans. Loans shall be made available to all "participants"
on a reasonably equivalent basis. Notwithstanding the preceding sentence, no
loans shall be made to (a) an Eligible Employee who makes a Rollover
Contribution in accordance with Section 5.06, but who has not satisfied the
requirements of Section 4.01 to become an Active Participant or (b) a
"shareholder-employee" or "owner-employee".

      Loans shall not be made available to "participants" who are Highly
Compensated Employees in an amount greater than the amount made available to
other "participants".

9.05. Limitation on Loan Amount. No loan to any "participant" shall be made to
the extent that such loan when added to the outstanding balance of all other
loans to the "participant" would exceed the lesser of (a) $50,000 reduced by the
excess (if any) of the highest outstanding balance of plan loans during the
one-year period ending on the day before the loan is made over the outstanding


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balance of plan loans on the date the loan is made, or (b) one-half the present
value of the "participant's" vested interest in his Account. For purposes of the
above limitation, plan loans include all loans from all plans maintained by the
Employer and any Related Employer.

9.06. Interest Rate. 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.

9.07. Level Amortization. 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. Notwithstanding the foregoing, the amortization requirement may be
waived for a period not exceeding one year during which a "participant" is on a
leave of absence from employment with the Employer and any Related Employer
either without pay or at a rate of pay which, after withholding for employment
and income taxes, is less than the amount of the installment payments required
under the terms of the loan. Installment payments must resume after such leave
of absence ends or, if earlier, after the first year of such leave of absence,
in an amount that is not less than the amount of the installment payments
required under the terms of the original loan. No waiver of the amortization
requirements shall extend the period of the loan beyond five years from the date
of the loan, unless the loan is for purchase of the "participant's" primary
residence.

9.08. Security. Loans must be secured by the "participant's" vested interest in
his Account not to exceed 50-percent of such vested interest. If the provisions
of Section 14.04 apply to a Participant, a Participant must obtain the consent
of his or her spouse, if any, to use his vested interest in his Account as
security for the loan. 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 or notary public. Such
consent shall thereafter be binding with respect to the consenting spouse or any
subsequent spouse with respect to that loan.

9.09. Transfer and Distribution of Loan Amounts from Permissible Investments.
The Trustee shall determine from among the Permissible Investments in which a
participant's" Account is invested the Permissible Investments from which the
loan amount, shall be transferred and distributed.

9.10. Default. The Administrator shall treat a loan in default if

      (a) any scheduled repayment remains unpaid at the end of the period
      specified in the separate loan procedures (unless payment is not made due
      to


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      a waiver of the amortization schedule for a "participant" who is on a
      leave of absence, as described in Section 9.07), or

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

      Upon default, 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 interest in his
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 interest in his Account as
soon as a distributable event occurs. The Trustee shall have no obligation to
foreclose on the promissory note and offset the outstanding balance of the loan
except as directed by the Administrator.

9.11. Effect of Termination Where Participant has Outstanding Loan Balance. If a
Participant has an outstanding loan balance at the time his employment
terminates, the entire outstanding principal and accrued interest shall be
immediately due and payable. Any outstanding loan amounts that are immediately
due and payable hereunder shall be treated in accordance with the provisions of
Sections 9.10 and 9.12 as if the Participant had defaulted on the outstanding
loan.

9.12. Deemed Distributions Under Code Section 72(p). Notwithstanding
the provisions of Section 9.10, if a "participant's" loan is in default, the
"participant" shall be treated as having received a taxable "deemed
distribution" for purposes of Code Section 72(p), whether or not a distributable
event has occurred. The amount of a loan that is a deemed distribution ceases to
be an outstanding loan for purposes of Code Section 72, except as otherwise
specifically provided herein, and a Participant shall not be treated as having
received a taxable distribution when the Participant's Account is offset by the
outstanding balance of the loan amount as provided in Section 9.10. In addition,
interest that accrues on a loan after it is deemed distributed shall not be
treated as an additional loan to the Participant and shall not be included in
the income of the Participant as a deemed distribution. Notwithstanding the
foregoing, unless a Participant repays a loan that has been deemed distributed,
with interest thereon, the amount of such loan, with interest, shall be
considered an outstanding loan under Code Section 72(p) for purposes of
determining the applicable limitation on subsequent loans under Section 9.05.

      If a Participant makes payments on a loan that has been deemed
distributed, payments made on `the loan after the date it was deemed distributed
shall be treated as Employee Contributions to the Plan for purposes of
increasing the Participant's tax basis in his Account, but shall not be treated
as Employee Contributions for any other purpose under the Plan, including
application of the "ACP" test described in Section 6.06 and application of the
Code Section 415 limitations described in Section 6.12.


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      The provisions of this Section 9.12 regarding treatment of loans that are
deemed distributed shall be effective as of

      (a) the Effective Date, if the Plan is a new plan or is an amendment and
      restatement of a plan that administered loans in accordance with the
      provisions of Q & A 19 and 20 of Section l.72(p)-l of the Proposed
      Treasury Regulations immediately prior to the Effective Date or

      (b) as of the January 1 coinciding with or immediately following the
      Effective Date, in any other case.

Any loan that was deemed distributed prior to the date the provisions of this
Section 9.12 are effective shall be administered in accordance with the
provisions of this Section 9.12 to the extent such administration is consistent
with the transition rules in Q & A 21(c)(2) of Section l.72(p)-l of the Proposed
Treasury Regulations.

9.13. Determination of Account Value Upon Distribution Where Plan Loan is
Outstanding. Notwithstanding any other provision of the Plan, the portion of a
participant's" vested interest in his Account that is held by the Plan as
security for a loan outstanding to the "participant" in accordance with the
provisions of this Article shall reduce 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-percent of a "participant's" vested interest in his
Account (determined without regard to the preceding sentence) is payable to the
"participant's" surviving spouse or other Beneficiary, then the Account shall be
adjusted by first reducing the "participant's" vested interest in his Account by
the amount of the security used as repayment of the loan, and then determining
the benefit payable to the surviving spouse or other Beneficiary.

Article 10. In-Service Withdrawals.

10.01. Availability of In-Service Withdrawals. Except as otherwise permitted
under Section 11.02 with respect to Participants who continue in employment past
Normal Retirement Age, or as required under Section 12.04 with respect to
Participants who continue in employment past their Required Beginning Date, a
Participant shall not be permitted to make a withdrawal from his Account under
the Plan prior to retirement or termination of employment with the Employer and
all Related Employers, if any, except as provided in this Article.

10.02. Withdrawal of Employee Contributions. A Participant may elect to
withdraw, in cash, up to 100-percent of the amount then credited to his Employee
Contributions Account. Such withdrawals may be made at any time, unless the
Employer elects in Subsection 1.18(c) to limit the frequency of such
withdrawals.

10.03. Withdrawal of Rollover Contributions. A Participant may elect to
withdraw, in cash, up to 100-percent of the amount then credited to his Rollover
Contributions Account. Such withdrawals may be made at any time.


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10.04. Age 59 1/2 Withdrawals. If so provided by the Employer in Subsection
1.18(b) or the Protected In-Service Withdrawals Addendum to the Adoption
Agreement, a Participant who continues in employment as an Employee and 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 Subsection 1.18(b) or the
Protected In-Service Withdrawals Addendum to the Adoption Agreement, as
applicable

10.05. Hardship Withdrawals. If so provided by the Employer in Subsection
1.18(a) or the Protected In-Service Withdrawals Addendum to the Adoption
Agreement, a Participant who continues in employment as an Employee may apply to
the Administrator for a hardship withdrawal of all or any portion of his
Deferral Contributions Account (excluding any earnings thereon accrued after the
later of December 31, 1988 or the last day of the last Plan Year ending before
July 1, 1989). The minimum amount that a Participant may withdraw because of
hardship is $500.

      For purposes of this Section 10.05, a withdrawal is made on account of
hardship if made on account of an immediate and heavy financial need of the
Participant where such Participant 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:

      (a) The following are the only financial needs considered immediate and
      heavy:

            (1) expenses incurred or necessary for medical care (within the
            meaning of Code Section 213(d)) of the Participant, the
            Participant's spouse, children, or dependents;

            (2) the purchase (excluding mortgage payments) of a principal
            residence for the Participant;

            (3) payment of tuition, related educational fees, and room and board
            for the next 12 months of post-secondary education for the
            Participant, the Participant's spouse, children or dependents;

            (4) the need to prevent the eviction of the Participant from, or a
            foreclosure on the mortgage of, the Participant's principal
            residence; or

            (5) any other financial need determined to be immediate and heavy
            under rules and regulations issued by the Secretary of the Treasury
            or his delegate.

      (b) A distribution shall be considered as necessary to satisfy an
      immediate and heavy financial need of the Participant only if:

            (1) The Participant has obtained all distributions, other than the
            hardship withdrawal and all nontaxable (at the time of the loan)
            loans


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            currently available under all plans maintained by the Employer or
            any Related Employer;

            (2) The Participant suspends Deferral Contributions and Employee
            Contributions to the Plan for the 12-month period following the date
            of his hardship withdrawal. 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
            or any Related Employer, other than any mandatory employee
            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);

            (3) The withdrawal amount 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

            (4) The Participant agrees to limit Deferral Contributions (and
            "elective deferrals", as defined in Subsection 6.01(i)) to the Plan
            and any other qualified plan maintained by the Employer or a Related
            Employer for the calendar year immediately following the calendar
            year in which the Participant received the hardship withdrawal to
            the applicable limit under Code Section 402(g) for such calendar
            year less the amount of the Participant's Deferral Contributions
            (and "elective deferrals") for the calendar year in which the
            Participant received the hardship withdrawal.

10.06. Preservation of Prior Plan In-Service Withdrawal Rules. As indicated by
the Employer in Subsection 1.18(d) of the Adoption Agreement, to the extent
required under Code Section 411(d)(6), in-service withdrawals that were
available under a prior plan shall be available under the Plan.

      (a) If the Plan is a profit sharing plan, the following provisions shall
      apply to preserve prior in-service withdrawal provisions.

            (1) If the Plan is an amendment and restatement of a prior plan or
            is a transferee plan of a prior plan that provided for in-service
            withdrawals from a Participant's Matching Employer and/or
            Nonelective Employer Contributions Accounts of amounts that have
            been held in such Accounts for a specified period of time, a
            Participant shall be entitled to withdraw at any time prior to his
            termination of employment, subject to any restrictions applicable
            under the prior plan that the Employer elects in Subsection
            1.18(d)(1)(A)(i) of the Adoption Agreement to continue under the
            Plan as amended and restated hereunder (other than any mandatory
            suspension of contributions restriction), any vested amounts held in
            such Accounts for the period of time specified by the Employer in
            Subsection 1.18(d)(1)(A) of the Adoption Agreement.

            (2) If the Plan is an amendment and restatement of a prior plan or
            is a transferee plan of a prior plan that provided for in-service


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            withdrawals from a Participant's Matching Employer and/or
            Nonelective Employer Contributions Accounts by Participants with at
            least 60 months of participation, a Participant with at least 60
            months of participation shall be entitled to withdraw at any time
            prior to his termination of employment, subject to any restrictions
            applicable under the prior plan that the Employer elects in
            Subsection 1.19(d)(1)(B)(i) of the Adoption Agreement to continue
            under the Plan as amended and restated hereunder (other than any
            mandatory suspension of contributions restriction) any vested
            amounts held in such Accounts.

            (3) If the Plan is an amendment and restatement of a prior plan or
            is a transferee plan of a prior plan that provided for in-service
            withdrawals from a Participant's Matching Employer and/or
            Nonelective Employer Contributions Accounts under any other
            circumstances, a Participant who has met any applicable
            requirements, as set forth in the Protected In-Service Withdrawals
            Addendum to the Adoption Agreement, shall be entitled to withdraw at
            any time prior to his termination of employment any vested amounts
            held in such Accounts, subject to any restrictions applicable under
            the prior plan that the Employer elects to continue under the Plan
            as amended and restated hereunder, as set forth in the Protected
            In-Service Withdrawal Addendum to the Adoption Agreement.

      (b) If the Plan is a money purchase pension plan that is an amendment and
      restatement of a prior profit sharing plan or is a transferee plan of a
      prior profit sharing plan that provided for in-service withdrawals from
      any portion of a Participant's Account other than his Employee
      Contributions and/or Rollover Contributions Accounts, a Participant who
      has met any applicable requirements, as set forth in the Protected
      in-Service Withdrawals Addendum to the Adoption Agreement, shall be
      entitled to withdraw at any time prior to his termination of employment
      his vested interest in amounts attributable to such prior profit sharing
      accounts, subject to any restrictions applicable under the prior plan that
      the Employer elects to continue under the Plan as amended and restated
      hereunder (other than any mandatory suspension of contributions
      restriction), as set forth in the Protected In-Service Withdrawal Addendum
      to the Adoption Agreement.

10.07. Restrictions on In-Service Withdrawals. The following restrictions apply
to any in-service withdrawal made from a Participant's Account under this
Article:

      (a) If the provisions of Section 14.04 apply to a Participant's Account,
      the Participant must obtain the consent of his spouse, if any, to obtain
      an in-service withdrawal.

      (b) In-service withdrawals shall be made in a lump sum payment, except
      that if the provisions of Section 14.04 apply to a Participant's Account,
      the Participant may receive the in-service withdrawal in the form of a
      "qualified joint and survivor annuity", as defined in Subsection 14.01(a).


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      (c) Notwithstanding any other provision of the Plan to the contrary, a
      Participant shall not be permitted to make an in-service withdrawal from
      his Account of amounts attributable to contributions made to a money
      purchase pension plan, except employee contributions that were held in a
      separate account under such plan.

10.08. Distribution of Withdrawal Amounts. The Trustee shall determine from
among the Permissible Investments in which the Account from which a Participant
is receiving a withdrawal is invested the Permissible Investments from which the
withdrawal amount shall be distributed.

Article 11. Right to Benefits.

11.01. Normal or Early Retirement. Each Participant who continues in employment
as an Employee until his Normal Retirement Age or, if so provided by the
Employer in Subsection 1.13(b) of the Adoption Agreement, Early Retirement Age,
shall have a vested interest in his Account of 100-percent regardless of any
vesting schedule elected in Section 1.15 of the Adoption Agreement. If a
Participant retires upon the attainment of Normal or Early Retirement Age, such
retirement is referred to as a normal retirement.

11.02. Late Retirement. If a Participant continues in employment as an Employee
after his Normal Retirement Age, he shall continue to have a l00-percent vested
interest in his Account and shall 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.

11.03. Disability Retirement. If so provided by the Employer in Subsection
1.13(c) of the Adoption Agreement, a Participant who becomes disabled while
employed as an Employee shall have a 100-percent vested interest in his Account
regardless of any vesting schedule elected in Section 1.15 of the Adoption
Agreement. An Employee is considered disabled if he satisfies any of the
requirements for disability retirement selected by the Employer in Section 1.14
of the Adoption Agreement 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.

11.04. Death. If a Participant who is employed as an Employee dies, his Account
shall become 100-percent vested and his designated Beneficiary shall be entitled
to receive the balance of his Account, plus any amounts thereafter credited to
his Account. If a Participant whose employment as an Employee has terminated
dies, his designated Beneficiary shall be entitled to receive the Participant's
vested interest in his Account.

      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 shall be paid to his
surviving spouse or, if none, to his estate (such spouse or estate shall be
deemed to be


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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.

      Subject to the requirements of Section 14.04, a Participant may designate
a Beneficiary, or change any prior designation of Beneficiary 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 14.06.

11.05. Other Termination of Employment. If a Participant terminates his
employment with the Employer and all Related Employers, if any, for any reason
other than death or normal, late, or disability retirement, he shall be entitled
to a termination benefit equal to the sum of (a) his vested interest in the
balance of his Matching Employer and/or Nonelective Employer Contributions
Account(s), other than the balance attributable to safe harbor Matching Employer
and/or safe harbor Nonelective Employer Contributions elected by the Employer in
Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption Agreement, such vested
interest to be determined in accordance with the vesting schedule(s) selected by
the Employer in Section 1.15 of the Adoption Agreement, and (b) the balance of
his Deferral, Employee, Qualified Nonelective Employer, Qualified Matching
Employer, and Rollover Contributions Accounts, and the balance of his Matching
Employer or Nonelective Employer Contributions Account that is attributable to
safe harbor Matching Employer and/or safe harbor Nonelective Employer
Contributions.

11.06. Application for Distribution. Unless a Participant's Account is cashed
out as provided in Section 13.02, a Participant (or his Beneficiary, if the
Participant has died) who is entitled to a distribution hereunder must make
application, in a form acceptable to the Prototype Sponsor, for a distribution
from his Account. No distribution shall be made hereunder without proper
application therefor, except as otherwise provided in Section 13.02.

11.07. Application of Vesting Schedule Following Partial Distribution. If a
distribution from a Participant's Matching Employer and/or Nonelective Employer
Contributions Account has been made to him at a time when he is less than
100-percent vested in such Account balance, the vesting schedule(s) in Section
1.15 of the Adoption Agreement shall thereafter apply only to the balance of his
Account attributable to Matching Employer and/or Nonelective Employer
Contributions allocated after such distribution. The balance of the Account from
which such distribution was made shall be transferred to a separate account
immediately following such distribution.

      At any relevant time prior to a forfeiture of any portion thereof under
Section 11.08, a Participant's vested interest in such separate account shall be


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equal to P(AB + (RxD))-(RxD), where P is the Participant's vested interest at
the relevant time determined under Section 11.05; 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 1108 below, any balance in the Participant's
separate account shall remain 100-percent vested.

11.08. Forfeitures. If a Participant terminates his employment with the Employer
and all Related Employers before he is 100-percent vested in his Matching
Employer and/or Nonelective Employer Contributions Accounts, the non-vested
portion of his Account (including any amounts credited after his termination of
employment) shall be forfeited by him as follows:

      (a) If the Inactive Participant elects to receive distribution of his
      entire vested interest in his Account, the non-vested portion of his
      Account shall be forfeited upon the complete distribution of such vested
      interest, subject to the possibility of reinstatement as provided in
      Section 11.10. For purposes of this Subsection, if the value of an
      Employee's vested interest in his Account balance is zero, the Employee
      shall be deemed to have received a distribution of his vested interest
      immediately following termination of employment.

      (b) If the Inactive Participant elects not to receive distribution of his
      vested interest in his Account following his termination of employment,
      the non-vested portion of his Account shall be forfeited after the
      Participant has incurred five consecutive Breaks in Vesting Service.

11.09. Application of Forfeitures. Any forfeitures occurring during a Plan Year
shall be used to reduce administrative expenses under the Plan. Any forfeitures
remaining after paying the administrative expenses of the Plan shall be applied
to reduce the contributions of the Employer next payable under the Plan, unless
the Employer has elected in Subsection 1.15(d)(3) of the Adoption Agreement that
such remaining forfeitures shall be allocated among the Accounts of Active
Participants who are eligible to receive allocations of Nonelective Employer
Contributions for the Plan Year in which the forfeiture occurs, as determined
under Subsection 1.11(c) and Section 1.12 of the Adoption Agreement. Forfeitures
that are allocated among the Accounts of eligible Active Participants shall be
allocated in the same manner as Nonelective Employer Contributions. If the plan
is a money purchase pension plan or the Employer has elected a fixed Nonelective
Employer Contribution rate rather than a discretionary rate, forfeitures shall
incrementally increase the amount allocated to the Accounts of eligible Active
Participants.

      Pending application, forfeitures shall be held in the Permissible
Investment selected by the Employer for such purpose or, absent Employer
selection, in the most conservative Permissible Investment designated by the
Employer in the Service Agreement.


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11.10. Reinstatement of Forfeitures. If a Participant forfeits any portion of
his Account under Subsection 11.08(a) because of distribution of his complete
vested interest in his Account, but again becomes an Employee, then the amount
so forfeited, without any adjustment for the earnings, expenses, losses, or
gains of the assets credited to his Account since the date forfeited, shall be
recredited to his Account (or to a separate account as described in Section
11.07, if applicable) if he meets all of the following requirements:

      (a) he again becomes an Employee before the date he incurs
      five-consecutive Breaks in Vesting Service following the date complete
      distribution of his vested interest was made to him; and

      (b) he repays to the Plan the amount previously distributed to him,
      without interest, within five years of his Reemployment Date. If an
      Employee is deemed to have received distribution of his complete vested
      interest as provided in Section 11.08, the Employee shall be deemed to
      have repaid such distribution on his Reemployment Date.

      Upon such an actual or deemed repayment, the provisions of the Plan
(including Section 11.07) shall thereafter apply as if no forfeiture had
occurred. The amount to be recredited pursuant to this paragraph shall be
derived first from the forfeitures, if any, which as of the date of recrediting
have yet to be applied as provided in Section 11.09 and, to the extent such
forfeitures are insufficient, from a special contribution to be made by the
Employer.

      No forfeitures shall occur solely as a result of a Participant's
withdrawal of Employee Contributions.

11.11. Adjustment for Investment Experience. If any distribution under this
Article 11 is not made in a single payment, the amount retained by the Trustee
after the distribution shall 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.

Article 12. Distributions.

12.01. Restrictions on Distributions. A Participant, or his Beneficiary, may not
receive a distribution from his Deferral Contributions, Qualified Nonelective
Employer Contributions, or Qualified Matching Employer Contributions Accounts
earlier than upon the Participant's separation from service with the Employer
and all Related Employers, death, or disability, except as otherwise provided in
Article 10 or Section 12.04. Notwithstanding the foregoing, amounts may also be
distributed from such Accounts, 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 Code Section 4975(e) or 409) or a simplified employee pension plan as
      defined in Code Section 408(k).


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

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

12.02. Timing of Distribution Following Retirement or Termination of Employment.
Except as otherwise elected by the Employer in Subsection 1.20(a) and provided
in the Postponed Distribution Addendum to the Adoption Agreement, the balance of
a Participant's vested interest in his Account shall be distributable upon his
termination of employment with the Employer and all Related Employers, if any,
because of death, normal, early, or disability retirement (as permitted under
the Plan), or other termination of employment. Notwithstanding the foregoing, a
Participant whose vested interest in his Account exceeds, or at the time of any
prior distribution exceeded, $5,000 (or such larger amount as may be specified
in Code Section 417(e)(1)) may elect to postpone distribution of his Account
until his Required Beginning Date. A Participant who elects to postpone
distribution has a continuing election to receive such distribution prior to the
date as of which distribution is required, unless such Participant is reemployed
as an Employee.

12.03. Participant Consent to Distribution. If a Participant's vested interest
in his Account exceeds, or at the time of any prior distribution exceeded,
$5,000 (or such larger amount as may be specified in Code Section 417(e)(1)), no
distribution shall be made to the Participant before he reaches his Normal
Retirement Age (or age 62, if later), unless the consent of the Participant has
been obtained. Such consent shall be made within the 90-day period ending on the
Participant's Annuity Starting Date.

      The consent of the Participant's spouse must also be obtained if the
Participant's Account is subject to the provisions of Section 14.04, unless the
distribution shall be made in the form of a "qualified joint and survivor
annuity" as defined in Section 14.01. A spouse's consent to early distribution,
if required, must satisfy the requirements of Section 14.06.

      Neither the consent of the Participant nor the Participant's spouse shall
be required to the extent that a distribution is required to satisfy Code
Section 401(a)(9) of Code Section 415. 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 shall, 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


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ownership plan as defined in Code Section 4975(e)(7)) then the Participant's
Account shall be transferred, without the Participant's consent, to the other
plan if the Participant does not consent to an immediate distribution

12.04. Required Commencement of Distribution to Participants. In no event shall
distribution to a Participant commence later than the earlier of the dates
described in (a) and (b) below:

      (a) unless the Participant (and his spouse, if appropriate) elects
      otherwise, the 60th day after the close of the Plan Year in which occurs
      the latest of (i) the date on which the Participant attains Normal
      Retirement Age, or age 65, if earlier, (ii) the date on which the
      Participant's employment with the Employer and all Related Employers
      ceases, or (iii) the 10th anniversary of the year in which the Participant
      commenced participation in the Plan; and

      (b) the Participant's Required Beginning Date. A Participant, other than a
      five-percent owner, who attains age 70 1/2 prior to January 1, 1999 and
      who continues in employment with the Employer or a Related Employer may
      elect

            (1) if distribution to the Participant has not yet commenced, to
            defer the commencement of distribution to a date no later than the
            April 1 of the calendar year following the Participant's retirement.
            If the Plan provides for in-service withdrawals of all of a
            Participant's Accounts upon attainment of age 59 1/2 under Section
            1.18 of the Adoption Agreement, such Participant shall be deemed to
            have elected to defer the commencement of distribution.

            (2) if distribution to the Participant has already commenced, to
            cease further distribution and defer the re-commencement of
            distribution to a date no later than April 1 of the calendar year
            following the Participant's retirement. A Participant shall not be
            required to obtain spousal consent to an election to cease further
            distribution in accordance with the provision of this subsection.

                  The re-commencement of distribution to a Participant who has
            elected to cease further distribution hereunder shall not constitute
            a new Annuity Starting Date with respect to such Participant and
            distribution shall re-commence under the same form in effect prior
            to the date further distribution ceased in accordance with the
            Participant's election, unless such form is not an optional form of
            distribution available to retirees under the provisions of Section
            1.19 of the Adoption Agreement. If the form of distribution
            previously elected by the Participant is not available to retirees,
            distribution shall re-commence to the Participant in the form that
            would have been applicable to such Participant upon retirement if he
            had continued to receive distribution until retirement rather than
            electing to cease such distribution A Participant shall not be
            required to obtain spousal consent to the re-commencement of
            distribution hereunder.


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                  Distributions that have been made through the purchase of an
            annuity contract are not subject to the provisions of this
            subsection 12.04(b)(2).

      Notwithstanding the provisions of Subsection 12.04(a) above, the failure
of a Participant (and the Participant's spouse, if applicable) to consent to a
distribution as required under Section 12.03, shall be deemed to be an election
to defer commencement of payment as provided in Subsection 12.04(a) above.

12.05. Required Commencement of Distribution to Beneficiaries. If a Participant
dies before his Annuity Starting Date, the Participant's Beneficiary shall
receive distribution of the Participant's vested interest in his Account in the
form provided under Article 13 or 14, as applicable, beginning as soon as
reasonably practicable following the date the Beneficiary's application for
distribution is filed with the Administrator. Unless distribution is to be made
over the life or over a period certain not greater than the life expectancy of
the Beneficiary, distribution of the Participant's entire vested interest shall
be made to the Beneficiary no later than the end of the fifth calendar year
beginning after the Participant's death. If distribution is to be made over the
life or over a period certain no greater than the life expectancy of the
Beneficiary, distribution shall commence no later than:

(a)   If the Beneficiary is not the Participant's spouse, the end of the first
      calendar year beginning after the Participant's death; or

(b)   If the Beneficiary is the Participant's spouse, the later of (i) the end
      of the first calendar year beginning after the Participant's death or (ii)
      the end of the calendar year in which the Participant would have attained
      age 70 1/2.

      If distribution is to be made to a Participant's spouse, it shall be made
available within a reasonable period of time after the Participant's death that
is no less favorable than the period of time applicable to other distributions.
In the event such spouse dies prior to the date distribution commences, he shall
be treated for purposes of this Section 12.05 (other than Subsection 12.05(b)
above) as if he were the Participant. Any amount paid to a child of the
Participant shall 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.

      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.

      If a Participant dies on or after his Annuity Starting Date, but before
his entire vested interest in his Account is distributed, his Beneficiary shall
receive distribution of the remainder of the Participant's vested interest in
his Account beginning as soon as reasonably practicable following the
Participant's


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date of death in a form that provides for distribution at least as rapidly as
under the form in which the Participant was receiving distribution.

12.06. Whereabouts of Participants and Beneficiaries. The Administrator shall at
all times be responsible for determining the whereabouts of each Participant or
Beneficiary who may be entitled to benefits under the Plan and shall at all
times be responsible for instructing the Trustee in writing as to the current
address of each such Participant or Beneficiary. The Trustee shall be entitled
to rely on the latest written statement received from the Administrator as to
such addresses. The Trustee shall be under no duty to make any distributions
under the Plan 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 shall 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 shall notify the Administrator of such situation and thereafter the
Trustee shall be under no duty to make any further distributions to such
distributee until it receives further written instructions from the
Administrator.

      If the Administrator is unable after diligent attempts to locate a
Participant or Beneficiary who is entitled to a benefit under the Plan, the
benefit otherwise payable to such Participant or Beneficiary shall be forfeited
and applied to pay Plan expenses or reduce Employer contributions as provided in
Section 11.09. If a benefit is forfeited because the Administrator determines
that the Participant or Beneficiary cannot be found, such benefit shall be
reinstated by the Employer if a claim is filed by the Participant or Beneficiary
with the Administrator and the Administrator confirms the claim to the Employer.

Article 13. Form of Distribution.

13.01. Normal Form of Distribution Under Profit Sharing Plan. Unless the Plan is
a money purchase pension plan subject to the requirements of Article 14, or a
Participant's Account is otherwise subject to the requirements of Section 14.03
or 14 .04, distributions to a Participant or to the Beneficiary of the
Participant shall be made in a lump sum in cash or, if elected by the
Participant (or the Participant's Beneficiary, if applicable) and provided by
the Employer in Section 1.19 of the Adoption Agreement, under a systematic
withdrawal plan (installments). A Participant (or the Participant's Beneficiary,
if applicable) who is receiving distribution under a systematic withdrawal plan
may elect to accelerate installment payments or to receive a lump sum
distribution of the remainder of his Account balance. Distribution may also be
made hereunder in any non-annuity form that is a protected benefit and is
provided by the Employer in Section 1.19 or the Protected Benefit Forms Addendum
to the Adoption Agreement.

      Even if the Plan does not otherwise provide for distributions under a
systematic withdrawal plan, if distributions are required to commence to a
Participant while he is still employed by the Employer or a Related Company


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because his Required Beginning Date has occurred, the Participant may elect to
receive distributions under a systematic withdrawal plan that provides the
minimum distributions required under Code Section 401(a)(9), as determined under
Section 13.03 of the Plan. Minimum required distributions to a Participant
described in the preceding sentence shall only continue to such Participant
through the calendar ear in which the Participant retires or otherwise
terminates employment. Distributions for calendar years following the calendar
year in which the Participant retires shall be made in one of the forms of
payment otherwise available under the Plan, as provided in Section 1.19 of the
Adoption Agreement.

      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(R) individual retirement account.

13.02. Mandatory Cash Out. Notwithstanding any other provision of the Plan to
the contrary, if a Participant's vested interest in his Account is $5,000 (or
such larger amount as may be specified in Code Section 417(e)(1)) or less, the
Participant's vested interest in his Account shall be distributed in a lump sum
as soon as practicable following the Participant's termination of employment
because of retirement, disability, death or other termination of employment. For
purposes of this Section, if a Participant's Account is subject to the
provisions of Section 14.04, his vested interest in his Account shall be deemed
to exceed $5,000 (or such larger amount as may be specified in Code Section
417(e)(1)) if the Participant's vested interest in his Account exceeded such
dollar amount at the time of any prior distribution.

13.03. Minimum Distributions. This Section applies to distributions under a
systematic withdrawal plan that are made on or after a Participant's Required
Beginning Date or his date of death, if earlier. This Section shall be
interpreted and applied in accordance with the regulations under Code Section
401(a)(9), 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.

      Distribution 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 or joint life expectancies of the Participant and his
Beneficiary or, if the Participant dies prior to the commencement of
distributions from his Account, the life expectancy of the Participant's
Beneficiary. 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. 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 (a) the applicable life expectancy, or
(b) 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


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import. Distributions after the death of the Participant shall be made using the
applicable life expectancy under (a) above, without regard to Section
1.401(a)(9)-2 of such regulations. For purposes of this Section 13.03, 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
Treasury Regulations.

      For purposes of this Section 13.03, the life expectancy of a Participant
or a Beneficiary who is the Participant's surviving spouse shall be recalculated
annually unless the Participant or the Participant's spouse 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.

      If the Participant dies after distribution of his benefits has begun,
distributions to the Participant's Beneficiary shall be made at least as rapidly
as under the method of distribution being used as of the date of the
Participant's death.

      A Participant's interest in his Account for purposes of this Section 13.03
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.

      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 13.03.

13.04. Direct Rollovers. Notwithstanding any other provision of the Plan to the
contrary, a "distributee" may elect, at the time and in the manner prescribed by
the Administrator, to have any portion or all of an "eligible rollover
distribution" paid directly to an "eligible retirement plan" specified by the
"distributee" in a direct rollover; provided, however, that this provision shall
not apply if the total "eligible rollover distribution" that the Participant is
reasonably expected to receive for the calendar year is less than $200 and that
a "qualified distributee" may not elect a direct rollover with respect to a
portion of an "eligible rollover distribution" if such portion totals less than
$500. For purposes of this Section 13.04, the following definitions shall apply:

      (a) "Distributee" means a Participant, the Participant's surviving spouse,
      and the Participant's spouse or former spouse who is the alternate payee
      under a qualified domestic relations order, who is entitled to receive a
      distribution from the Participant's vested interest in his Account.


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      (b) "Eligible retirement plan" means an individual retirement account
      described in Code Section 408(a), an individual retirement annuity
      described in Code Section 408(b), an annuity plan described in Code
      Section 403(a), or a qualified trust described in Code Section 401(a),
      that accepts "eligible rollover distributions". However, in the case of an
      "eligible rollover distribution" to a surviving spouse, an "eligible
      retirement plan" means an individual retirement account or individual
      retirement annuity.

      (c) "Eligible rollover distribution" means 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 the following:

            (1) 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;

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

            (3) 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);

            (4) any hardship withdrawal of Deferral Contributions made in
            accordance with the provisions of Section 10.05 or the Protected
            In-Service Withdrawals Addendum to the Adoption Agreement.

13.05. Notice Regarding Timing and Form of Distribution. Within the period
beginning 90 days before a Participant's Annuity Starting Date and ending 30
days before such date, the Administrator shall provide such Participant with
written notice containing a general description of the material features and an
explanation of the relative values of the forms of benefit available under the
Plan and informing the Participant of his right to defer receipt of the
distribution until his Required Beginning Date and his right to make a direct
rollover.

      Distribution may commence fewer than 30 days after such notice is given,
provided that:

      (a) 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);

      (b) the Participant, after receiving the notice, affirmatively elects a
      distribution, with his spouse's written consent, if necessary;


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      (c) if the Participant's Account is subject to the requirements of Section
      14.04, the following additional requirements apply:

            (1) the Participant is permitted to revoke his affirmative
            distribution election at any time prior to the later of (A) his
            Annuity Starting Date or (B) the expiration of the seven-day period
            beginning the day after such notice is provided to him; and

            (2) distribution does not begin to such Participant until such
            revocation period ends.

13.06. Determination of Method of Distribution. Subject to Section 13.02, the
Participant shall determine the method of distribution of benefits to himself
and may determine the method of distribution to his Beneficiary. Such
determination shall 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, shall
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 12.05 or, if earlier, the close of the calendar year in which the
fifth anniversary of the death of the Participant occurs.

13.07. Notice to Trustee. The Administrator shall notify the Trustee in any
medium acceptable to the Trustee, which may be specified in the Service
Agreement, whenever any Participant or Beneficiary is entitled to receive
benefits under the Plan. The Administrator's notice shall indicate the form of
payment of benefits that such Participant or Beneficiary shall receive, (in the
case of distributions to a Participant) the name of any designated Beneficiary
or Beneficiaries, and such other information as the Trustee shall require.

Article 14. Superseding Annuity Distribution Provisions.

14.01. Special Definitions. For purposes of this Article, the following special
definitions shall apply:

      (a) "Qualified joint and survivor annuity" means (1) if the Participant is
      not married on his Annuity Starting Date, an immediate annuity payable for
      the life of the Participant or (2) if the Participant is married on his
      Annuity Starting Date, 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 Annu4y Starting Date) which is equal to at
      least 50-percent of the amount of the annuity which is payable during the
      joint lives of the Participant and such spouse, provided that the survivor
      annuity shall not be payable to a Participant's spouse if such spouse is
      not the same spouse to whom the Participant was married on his Annuity
      Starting Date.


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      (b) "Qualified preretirement survivor annuity" means an annuity purchased
      with at least 50-percent of a Participant's vested interest in his Account
      that is payable for the life of a Participant's surviving Spouse. The
      Employer shall specify that portion of a Participant's vested interest in
      his Account that is to be used to purchase the "qualified preretirement
      survivor annuity" in Section 1.19 or the Protected Benefit Forms Addendum
      to the Adoption Agreement.

14.02. Applicability. The provisions of this Article shall apply to a
Participant's Account if:

      (a) the Plan is a money purchase pension plan;

      (b) the Plan is an amendment and restatement of a prior plan that provided
      an annuity form of payment;

      (c) the Participant's Account contains assets attributable to amounts
      directly or indirectly transferred from a plan that provided an annuity
      form of payment.

14.03. Annuity Form of Payment. To the extent provided in Subsection 1.19 or the
Protected Benefit Forms Addendum to the Adoption Agreement, a Participant may
elect distributions made in whole or in part in the form of an annuity contract.
Any annuity contract distributed under the Plan shall be subject to the
provisions of this Section 14.03 and, to the extent provided therein, Sections
14.04 through 14.09.

      (a) At the direction of the Administrator, the Trustee shall purchase the
      annuity contract on behalf of a Participant or Beneficiary from an
      insurance company. Such annuity contract shall be nontransferable.

      (b) The terms of the annuity contract shall comply with the requirements
      of the Plan and distributions under such contract shall be made in
      accordance with Code Section 401(a)(9) and the regulations thereunder.

      (c) The annuity contract may provide for payment over the life of the
      Participant and, upon the death of the Participant, may provide a survivor
      annuity continuing for the life of the Participant's designated
      Beneficiary. Such an annuity may provide for an annuity certain feature
      for a period not exceeding the life expectancy of the Participant 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 his Annuity Starting Date,
      the annuity contract distributed to the Participant's Beneficiary may
      provide for payment over the life of the Beneficiary, and may provide for
      an annuity certain feature for a period not exceeding the life expectancy
      of the Beneficiary. The types of annuity contracts provided under the Plan
      shall be limited to the types of annuities described in Section 1.19 and
      the Protected Benefit Forms Addendum to the Adoption Agreement.


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      (d) The annuity contract must provide for nonincreasing payments.

14.04. "Qualified Joint and Survivor Annuity" and "Qualified Preretirement
Survivor Annuity" Requirements. The requirements of this Section 14.04 apply to
a Participant's Account if:

      (a) the Plan is a money purchase pension plan;

      (b) the Employer has selected distribution in the form of a "qualified
      joint and survivor annuity" contract as the normal form of distribution
      with respect to such Participant's Account in Subsection 1.19(c)(1)(A)(ii)
      or the Protected Benefit Forms Addendum to the Adoption Agreement; or

      (c) the Participant is permitted to elect and has elected distribution in
      the form of an annuity contract payable over the life of the Participant.

If a Participant's Account is subject to the requirements of this Section 14.04,
distribution shall be made to the Participant in the form of a "qualified joint
and survivor annuity" (with a survivor annuity in the percentage amount
specified by the Employer in Subsection 1.19 or the Protected Benefit Forms
Addendum to the Adoption Agreement), unless the Participant waives the
"qualified joint and survivor annuity" as provided in Section 14.05. If the
Participant dies prior to his Annuity Starting Date, distribution shall be made
to the Participant's surviving spouse, if any, in the form of a "qualified
preretirement survivor annuity", unless the Participant waives the "qualified
preretirement survivor annuity" as provided in Section 14.05, or the
Participant's surviving spouse elects in writing to receive distribution in one
of the other forms of payment provided under the Plan. If the Employer has
specified in Section 1.19 or the Protected Benefit Forms Addendum to the
Adoption Agreement that less than 100-percent of a Participant's Account shall
be used to purchase the "qualified preretirement survivor annuity", distribution
of the balance of the Participant's vested interest in his Account that is not
used to purchase the "qualified preretirement survivor annuity" shall be
distributed to the Participant's designated Beneficiary in accordance with the
provisions of Sections 11.04 and 12.05.

14.05. Waiver of the "Qualified Joint and Survivor Annuity" and/or "Qualified
Preretirement Survivor Annuity" Rights. A Participant may waive the "qualified
joint and survivor annuity" described in Section 14.04 and elect another form of
distribution permitted under the Plan at any time during the 90-day period
ending on his Annuity Starting Date; provided, however, that if the Participant
is married, his spouse must consent in writing to such election as provided in
Section 14.06. Spousal consent is not required if the Participant elects
distribution in the form of a different "qualified joint and survivor annuity".

      A Participant may waive the "qualified preretirement survivor annuity" and
designate a non-spouse Beneficiary at any time during the "applicable election
period"; provided, however, that the Participant's spouse must consent in
writing to such election as provided in Section 14.06. The "applicable election
period" begins on the later of (1) the date the Participant's Account becomes
subject to the requirements of Section 14.04 or (2) the first day of the Plan
Year in which


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the Participant attains age 35 or, if he terminates employment prior to such
date, the date he terminates employment with the Employer and all Related
Employers. The "applicable election period" ends on the earlier of the
Participant's Annuity Starting Date or the date of the Participant's death. A
Participant whose employment has not terminated may elect to waive the
"qualified preretirement survivor annuity" prior to the Plan Year in which he
attains age 35, provided that any such waiver shall cease to be effective as of
the first day of the Plan Year in which the Participant attains age 35.

      If the Employer has specified in Section 1.19 or the Protected Benefit
Forms Addendum to the Adoption Agreement that less than 100-percent of a
Participant's Account shall be used to purchase the "qualified preretirement
survivor annuity", the Participant may designate a non-spouse Beneficiary for
the balance of the Participant's vested interest in his Account that is not used
to purchase the "qualified preretirement survivor annuity". Such designation
shall not be subject to the spousal consent requirements of Section 14.06.

14.06. Spouse's Consent to Waiver. A spouse's written consent to a Participant's
waiver of the "qualified joint and survivor annuity" or "qualified preretirement
survivor annuity" forms of distribution must acknowledge the effect of the
Participant's election and must be witnessed by a Plan representative or a
notary public. In addition, the spouse's written consent must either (a) specify
the form of distribution elected instead of the "qualified joint and survivor
annuity", if applicable, and that such form may not be changed (except to a
"qualified joint and survivor annuity") without written spousal consent and
specify any non-spouse Beneficiary designated by the Participant, if applicable,
and that such designation may not be changed without written spousal consent or
(b) acknowledge that the spouse has the right to limit consent as provided in
clause (a) above, but permit the Participant to change the form of distribution
elected or the designated Beneficiary without the spouse's further consent.

      A Participant's spouse shall be deemed to have given written consent to a
Participant's waiver if the Participant establishes to the satisfaction of a
Plan representative that spousal consent cannot be obtained because the spouse
cannot be located or because of other circumstances set forth in Code Section
401(a)(11) and Treasury Regulations issued thereunder.

      Any written consent given or deemed to have been given by a Participant's
spouse hereunder shall be irrevocable and shall be effective only with respect
to such spouse and not with respect to any subsequent spouse.

      A spouse's consent to a Participant's waiver shall be valid only if the
applicable notice described in Section 14.07 or 14.08 has been provided to the
Participant.

14.07. Notice Regarding "qualified Joint and Survivor Annuity". The notice
provided to a Participant under Section 14.05 shall include a written
explanation of (a) the terms and conditions of the "qualified joint and survivor
annuity" provided herein, (b) the Participant's right to make, and the effect
of, an election to waive the "qualified joint and survivor annuity", (c) the
rights of


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the Participant's spouse under Section l4.O6, and (d) the Participant's right to
revoke an election to waive the "qualified joint and survivor annuity" prior to
his Annuity Starting Date.

14.08. Notice Regarding "Qualified Preretirement Survivor Annuity". If a
Participant's Account is subject to the requirements of Section 14.04, the
Administrator shall provide the Participant with a written explanation of the
"qualified preretirement survivor annuity" comparable to the written explanation
provided with respect to the "qualified joint and survivor annuity", as
described in Section 14.07. Such explanation shall be furnished within whichever
of the following periods ends last:

      (a) 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;

      (b) a reasonable period ending after the Employee becomes an Active
      Participant;

      (c) a reasonable period ending after Section 14.04 first becomes
      applicable to the Participant's Account; or

      (d) in the case of a Participant who separates from service before age 35,
      a reasonable period ending after such 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 Subsection 14.08(b), (c) or (d)
above, 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 Subsection 14.08(d) above and subsequently recommences
employment with the Employer, the applicable period for such Participant shall
be redetermined in accordance with this Section 14.08.

14.09. Former Spouse. For purposes of this Article, a former spouse of a
Participant shall be treated as the spouse or surviving spouse of the
Participant, and a current spouse shall not be so treated, to the extent
required under a qualified domestic relations order, as defined in Code Section
414(p).

Article 15. Top-Heavy Provisions.

15.01. Definitions. For purposes of this Article, the following special
definitions shall apply:

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

      (b) "Determination period" means the Plan Year containing the
      "determination date" and the four preceding Plan Years.


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      (c) "Key employee" means 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 or a Related
      Employer whose annual Compensation exceeds 50-percent of the dollar
      limitation under Code Section 415(b)(1)(A), (2) one of the ten Employees
      whose annual Compensation from the Employer or a Related Employer exceeds
      the dollar limitation under Code Section 415(c)(1)(A) and who owns (or is
      considered as owning under Code Section 318) one of the largest interests
      in the Employer and all Related Employers, (3) a five-percent owner of the
      Employer and all Related Employers, or (4) a one-percent owner of the
      Employer and all Related Employers whose annual Compensation exceeds
      $150,000. The determination of who is a "key employee" shall be made in
      accordance with Code Section 416(i)(1) and regulations issued thereunder.

      (d) "Permissive aggregation group" means 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 Code Sections 401(a)(4) and
      410.

      (e) "Required aggregation group" means:

            (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 Subsection 15.01(e)(1) above to
            meet the requirements of Code Section 401(a)(4) or 410.

      (f) "Top-heavy plan" means a plan in which 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";

            (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.

      (g) "Top-heavy ratio" means:

            (1) With respect to the 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,


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            as defined in Code Section 408(k)), 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 during the five-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 during the five-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's shall be increased, to the extent required by
            Code Section 416, 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 five-year period ending on the "determination
            date", has covered or could cover an Active Participant in the Plan,
            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 during the five-year period ending on the
            "determination date" and any contribution due but unpaid as of the
            "determination date".

            For purposes of Subsections 15.01(g)(1) and (2) above, the value of
      accounts and the present value of accrued benefits shall be determined as
      of the most recent "determination date", except as provided in Code
      Section 416 and the regulations issued thereunder for the first and second
      plan years of a defined benefit plan. 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. The present
      value of accrued benefits shall be determined using the interest rate and
      mortality table specified in Subsection 1.21(b) of the Adoption Agreement.

            The accounts and accrued benefits of a Participant who is not a "key
      employee" but who was a "key employee" in a prior year, or who has not
      performed services for the Employer or any Related Employer at any time
      during the five-year period ending on the "determination date", shall 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 Code Section 416 and the regulations
      issued thereunder. Deductible employee contributions shall not be taken
      into account for purposes of computing the "top-heavy ratio".

            For purposes of determining if the Plan, or any other plan included
      in a "required aggregation group" of which the 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 the method,
      if any, that


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      uniformly applies for accrual purposes under all plans maintained by the
      Employer or a Related Employer, or, 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 Code Section 411(b)(1)(C)

15.02. Application. If the Plan is or becomes a "top-heavy plan" in any Plan
Year or is automatically deemed to be a "top-heavy plan" in accordance with the
Employer's selection in Subsection 1.21(a)(1) of the Adoption Agreement, the
provisions of this Article shall apply and shall supersede any conflicting
provision in the Plan.

15.03. Minimum Contribution. Except as otherwise specifically provided in this
Section 15.03, the Nonelective Employer Contributions made for the Plan Year on
behalf of any Active Participant who is not a "key employee" shall not be less
than the lesser of three-percent (or such other percentage selected by the
Employer in Subsection 1.21(c) of the Adoption Agreement) of such Participant's
Compensation for the Plan Year or, in the case where neither the Employer nor
any Related Employer maintains a defined benefit plan which uses the Plan to
satisfy Code Section 401(a)(4) or 410, the largest percentage of Employer
contributions made on behalf of any "key employee" for the Plan Year, expressed
as a percentage of the "key employee's" Compensation for the Plan Year.

      The minimum contribution required under this Section 15.03 shall be made
to the Account of an Active Participant even though, under other Plan
provisions, the Active Participant would not otherwise be entitled to receive a
contribution, or would have received a lesser contribution for the Plan Year,
because (a) the Active Participant failed to complete the Hours of Service
requirement selected by the Employer in Subsection 1.10(d) or 1.11(c) of the
Adoption Agreement, or (b) the Participant's Compensation was less than a stated
amount; provided, however, that no minimum contribution shall be made for a Plan
Year to the Account of an Active Participant who is not employed by the Employer
or a Related Employer on the last day of the Plan Year.

      The minimum contribution for the Plan Year made on behalf of each Active
Participant who is not a "key employee" and who is a participant in a defined
benefit plan maintained by the Employer or a Related Employer shall not be less
than five-percent of such Participant's Compensation for the Plan Year, unless
the Employer has provided in Subsection 1.21(c) of the Adoption Agreement that
the minimum contribution requirement shall be met under the other plan or plans
of the Employer.

      That portion of a Participant's Account that is attributable to minimum
contributions required under this Section 15.03, to the extent required to be
nonforfeitable under Code Section 416(b), may not be forfeited under Code
Section 411(a)(3)(B).

      Notwithstanding any other provision of the Plan to the contrary, for
purposes of this Article, Compensation shall include amounts that are not
includable in the gross income of the Participant under a salary reduction
agreement by reason of the application of Code Section 125, 402(a)(8), 402(h),
or 403(b).


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Compensation shall generally be based on the amount actually paid to the
Eligible Employee during the Plan Year or during that portion of the Plan Year
during which the Eligible Employee is an Active Participant, as elected by the
Employer in Subsection 1.05(c) of the Adoption Agreement.

15.04. Modification of Allocation Provisions to Meet Minimum Contribution
Requirements. If the Employer elected a discretionary Nonelective Employer
Contribution, the provisions for allocating Nonelective Employer Contributions
described in Subsection 5.10(b) shall be modified as provided herein to meet the
minimum contribution requirements of Section 15.03.

      (a) If the Employer selected the non-integrated formula in Subsection
      1.11(b)(1) of the Adoption Agreement, Nonelective Employer Contributions
      shall be allocated as follows:

            (1) Nonelective Employer Contributions shall be allocated to each
            eligible Active Participant, as determined under this Section 15.04,
            who is not a "key employee" in the same ratio that the eligible
            Active Participant's Compensation for the Plan Year bears to the
            total Compensation of all such eligible Active Participants for the
            Plan Year; provided, however that such ratio shall not exceed
            three-percent of a Participant's Compensation for the Plan Year (or
            such other percentage selected by the Employer in Subsection 1.21(c)
            of the Adoption Agreement).

            (2) If any Nonelective Employer Contributions remain after the
            allocation in Subsection 15.04(a)(1) above, the remaining
            Nonelective Employer Contributions shall be allocated to each
            eligible Active Participant, as determined under this Section 15.04,
            who is a "key employee" in the same ratio that the eligible Active
            Participant's Compensation for the Plan Year bears to the total
            Compensation of all such eligible Active Participants for the Plan
            Year; provided, however that such ratio shall not exceed
            three-percent of a Participant's Compensation for the Plan Year (or
            such other percentage selected by the Employer in Subsection 1.21(c)
            of the Adoption Agreement).

            (3) If any Nonelective Employer Contributions remain after the
            allocation in Subsection 15.04(a)(2) above, the remaining
            Nonelective Employer Contributions shall be allocated to each
            eligible Active Participant, as determined under this Section 15.04,
            in the same ratio that the eligible Active Participant's
            Compensation for the Plan Year bears to the total Compensation of
            all such eligible Active Participants for the Plan Year.

      (b) If the Employer selected the integrated formula in Subsection
      1.11(b)(2) of the Adoption Agreement, the "permitted disparity limit", as
      defined in Subsection 1.11(b)(2) of the Adoption Agreement, shall be
      reduced by the percentage allocated under Subsection 15.04(b)(1) or (2)
      below, and the allocation steps in Subsection 5.10(b)(2) shall be preceded
      by the following steps:


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            (1) Nonelective Employer Contributions shall be allocated to each
            eligible Active Participant, as determined under this Section 15.04,
            who is not a "key employee" in the same ratio that the eligible
            Active Participant's Compensation for the Plan Year bears to the
            total Compensation of all such eligible Active Participants for the
            Plan Year; provided, however that such ratio shall not exceed
            three-percent of a Participant's Compensation for the Plan Year (or
            such other percentage selected by the Employer in Subsection 1.21(c)
            of the Adoption Agreement).

            (2) If any Nonelective Employer Contributions remain after the
            allocation in Subsection 15.04(b)(1) above, the remaining
            Nonelective Employer Contributions shall be allocated to each
            eligible Active Participant, as determined under this Section 15.04,
            who is a "key employee" in the same ratio that the eligible Active
            Participant's Compensation for the Plan Year bears to the total
            Compensation of all such eligible Active Participants for the Plan
            Year; provided, however that such ratio shall not exceed
            three-percent of a Participant's Compensation for the Plan Year (or
            such other percentage selected by the Employer in Subsection 1.21(c)
            of the Adoption Agreement).

            (3) If any Nonelective Employer Contributions remain after the
            allocation in Subsection 15.04(b)(2) above, the remaining
            Nonelective Employer Contributions shall be allocated to each
            eligible Active Participant in the same ratio that the eligible
            Active Participant's Excess Compensation for the Plan Year bears to
            the total Excess Compensation of all eligible Participants for the
            Plan Year; provided, however, that such ratio shall not exceed
            three-percent (or such other percentage selected by the Employer in
            Subsection 1.21(c) of the Adoption Agreement).

15.05. Adjustment to the Limitation on Contributions and Benefits. For
Limitation Years beginning prior to January 1, 2000, if the Plan is a "top-heavy
plan", the number 100 shall be substituted for the number 125 in determining the
"defined benefit fraction", as defined in Subsection 6.01(f) and the "defined
contribution fraction", as defined in Subsection 6.01(g). However, this
substitution shall not take effect with respect to the 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
      eligible Active Participant, as determined under Section 15.03, who is not
      a "key employee" and who is a participant in a defined benefit plan
      maintained by the Employer or a Related Employer is not less than 7 1/2
      percent of such eligible Active Participant's Compensation.

      (b) The "top-heavy ratio" for the Plan (or the "required aggregation
      group" or "permissible aggregation group", as applicable) does not exceed
      90-percent.


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      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 the Limitation Year.

15.06. Accelerated Vesting. For any Plan Year in which the Plan is or is deemed
to be a "top-heavy plan" and all Plan Years thereafter, the top-heavy vesting
schedule selected by the Employer in Subsection 1.21(d) of the Adoption
Agreement shall automatically apply to the Plan. The top-heavy vesting schedule
applies to all benefits within the meaning of Code Section 411(a)(7) except
those already subject to a vesting schedule which vests at least as rapidly in
all cases as the schedule elected in Subsection 1.21(d) of the Adoption
Agreement, including benefits accrued before the Plan becomes a "top-heavy
plan". Notwithstanding the foregoing provisions of this Section 15.06, the
top-heavy vesting schedule does not apply to the Account of any Participant who
does not have an Hour of Service after the Plan initially becomes or is deemed
to have become a "top-heavy plan" and such Employee's Account attributable to
Employer Contributions shall be determined without regard to this Section 15.06.

15.07. Exclusion of Collectively-Bargained Employees. Notwithstanding any other
provision of this Article 15, Employees who are included in a unit covered by an
agreement which the Secretary of Labor finds to be a collective bargaining
agreement between employee representatives and one or more employers shall not
be included in determining whether or not the Plan is a "top-heavy plan". In
addition, such Employees shall not be entitled to a minimum contribution under
Section 15.03 or accelerated vesting under Section 15.06, unless otherwise
provided in the collective bargaining agreement.

Article 16. Amendment and Termination.

16.01. Amendments by the Employer that do Not Affect Prototype Status. The
Employer reserves the authority through a board of directors' resolution or
similar action, subject to the provisions of Article 1 and Section 16.04, to
amend the Plan as provided herein, and such amendment shall not affect the
status of the Plan as a prototype plan.

      (a) The Employer may amend the Adoption Agreement to make a change or
      changes in the provisions previously elected by it. Such amendment may be
      made either by (1) completing an amended Adoption Agreement on which the
      Employer has indicated the change or changes, or (2) adopting an
      amendment, executed by the Employer only, in the form provided by the
      Prototype Sponsor, that provides replacement pages to be inserted into the
      Adoption Agreement, which pages include the change or changes. Any such
      amendment must be filed with the Trustee. Such changes shall be effective
      on the effective date of the amended Adoption Agreement or amendment,
      except that retroactive changes to a previous election or elections may be
      made to the extent permitted under Treasury Regulations issued under Code
      Section 401(a)(4) or 401(b).

      (b) If the Plan fails to meet the minimum coverage requirements of Code
      Section 410(b), the nondiscriminatory amount requirement of Section


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      1.401(a)(4)-1(b)(2) of the Treasury Regulations, or the nondiscriminatory
      plan amendment requirements of Section 1.401(a)(4)-l(b)(4) of the Treasury
      Regulations for a Plan Year, the Employer may, within 9 1/2 months of the
      close of such Plan Year, amend the Plan either by amending the Adoption
      Agreement or by adopting a separate amendment completely overriding the
      Basic Plan Document provisions. Such amendment shall either retroactively
      extend coverage to individuals who did not benefit under the Plan for the
      Plan Year being corrected or retroactively increase allocations for Active
      Participants who benefitted under the Plan for the Plan Year being
      corrected, as provided in Section 1.401(a)(4)-11(g) of the Treasury
      Regulations, in order to correct such deficiency. Similarly, if the Plan
      fails the nondiscriminatory current availability of benefits, rights, and
      features requirement of Section 1.401(a)(4)-4(b) of the Treasury
      Regulations for a Plan Year, the Employer may amend the Plan to make a
      benefit, right, or feature available to Participants to whom it was not
      previously available.

      (c) The Employer may make a separate amendment to the Plan as necessary to
      satisfy Code Section 415 or 416 because of the required aggregation of
      multiple plans by completely overriding the Basic Plan Document
      provisions.

      (d) The Employer may adopt certain model amendments published by the
      Internal Revenue Service which specifically provide that their adoption
      shall not cause the Plan to be treated as an individually designed plan.

16.02. Amendments by the Employer that Affect Prototype Status. The Employer
reserves the authority through a board of directors' resolution or similar
action, subject to the provisions of Section 16.04, to amend the Plan in a
manner other than that provided in Section 16.01. However, upon making such
amendment, including, if the Plan is a money purchase pension plan, a waiver of
the minimum funding requirement under Code Section 412(d), the Employer may no
longer participate in this prototype plan arrangement and shall 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 shall be a qualified trust under
the Code.

16.03. Amendment by the Mass Submitter Sponsor and the Prototype Sponsor. The
Mass Submitter Sponsor may in its discretion amend the mass submitter prototype
plan at any time, subject to the provisions of Article 1 and Section 16.04, and
provided that the Mass Submitter Sponsor mails a copy of such amendment to each
Prototype Sponsor that maintains the prototype plan or a minor modifier of the
prototype plan. Each Prototype Sponsor shall mail a copy of such amendment to
each Employer adopting its prototype plan at the Employer's last known address
as shown on the books maintained by the Prototype Sponsor or its affiliates.

      The Prototype Sponsor may, in its discretion, amend the Plan or the
Adoption Agreement, subject to the provisions of Article I and Section 16.04,
and provided that such amendment does not change the Plan's status as a word for
word adoption of the mass submitter prototype plan or a minor modifier of the
mass submitter


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prototype plan, unless such Prototype Sponsor elects no longer to be a
sponsoring organization with respect to the mass submitter prototype plan. The
Prototype Sponsor shall mail a copy of such amendment to each Employer adopting
its prototype plan at the Employer's last known address as shown on the books
maintained by the Prototype Sponsor or its affiliates.

16.04. Amendments Affecting Vested and/or Accrued Benefits. Except as permitted
by Section 16.05, 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,
shall not be less than the Participant's nonforfeitable interest in his Account
determined without regard to such amendment.

      If the Plan is a money purchase pension plan, no amendment to the Plan
that provides for a significant reduction in contributions to the Plan shall be
made unless notice has been furnished to Participants and alternate payees under
a qualified domestic relations order as provided in ERISA Section 204(h).

      If the Plan's vesting schedule is amended because of a change to
"top-heavy plan" status, as described in Subsection 15.01(f), the accelerated
vesting provisions of Section 15.06 shall continue to apply for all Plan Years
thereafter, regardless of whether the Plan is a "top-heavy plan" for such Plan
Year. If the Plan's vesting schedule is amended to a more restrictive schedule,
the more restrictive vesting schedule shall apply only to Employees hired on or
after the effective date of the change in vesting schedule.

16.05. Retroactive Amendments. An amendment made by the Mass Submitter Sponsor
or Prototype Sponsor in accordance with Section 16.03 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 Sections 16.01
and 16.02.

16.06. Termination. The Employer has adopted the Plan with the intention and
expectation that contributions shall 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 without any liability hereunder for any such discontinuance or
termination. The Employer may terminate the Plan by written notice delivered to
the Trustee.

16.07. 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


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termination or discontinuance shall have a vested interest in his Account of
100-percent. Subject to Section 12.01 and Article 14, upon receipt of written
instructions from the Administrator, the Trustee shall distribute to each
Participant or other person entitled to distribution the balance of the
Participants Account in a single lump sum payment. In the absence of such
instructions, the Trustee shall notify the Administrator of such Situation and
the Trustee shall 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 shall terminate, the Trustee shall
be relieved from all liability under the Trust, and no Participant or other
person shall have any claims thereunder, except as required by applicable law.

      If distribution is to be made to a Participant or Beneficiary who cannot
be located, the Administrator shall give written instructions to the Trustee to
(a) escheat the distributable amount to the State or Commonwealth of the
distributee's last known address or (b) draw a check in the distributable amount
and mail it to the distributee's last known address. In the absence of such
instructions, the Trustee shall make distribution to the distributee by drawing
a check in the distributable amount and mailing it to the distributee's last
known address.

16.08. 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.

Article 17. Amendment and Continuation of Prior Plan; Transfer of Funds to or
from Other Qualified Plans.

17.01. Amendment and Continuation of Prior Plan. In the event the Employer has
previously established a plan (the "prior 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 Code Section 401(a), the Employer may, in accordance
with the provisions of the prior plan, amend and restate the prior 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 in the prior plan immediately prior to the effective date of
      such amendment and restatement shall become a Participant in the Plan.

      (b) Except as provided in Section 16.04, 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
      restatement.


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      (c) No amendment to the Plan shall decrease a Participant's accrued
      benefit or eliminate an optional form of benefit.

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

      (e) Amounts being paid to an Inactive Participant or to a Beneficiary in
      accordance with the provisions of the prior plan shall continue to be
      paid in accordance with such provisions.

      (f) Any election and waiver of the "qualified preretirement survivor
      annuity", as defined in Section 14.01, in effect after August 23, 1984,
      under the prior plan immediately before such amendment and restatement
      shall be deemed a valid election and waiver of Beneficiary under Section
      14.04 if such designation satisfies the requirements of Sections 14.05 and
      14.06, unless and until the Participant revokes such election and waiver
      under the Plan.

      (g) Unless the Employer and the Trustee agree otherwise, all assets of the
      predecessor trust shall be deemed to be assets of the Trust as of the
      effective date of such amendment. Such assets shall be invested by the
      Trustee as soon as reasonably practicable pursuant to Article 8. 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.

17.02. 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 shall become assets of the Trust as
of the date they are received by the Trustee. Such transferred assets shall 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 shall be fully vested and nonforfeitable at all times. Such
transferred assets shall be invested by the Trustee in accordance with the
provisions of Subsection 17.01(g) as if such assets were transferred from a
prior plan. No transfer of assets in accordance with this Section 17.02 may
cause a loss of an accrued or optional form of benefit protected by Code Section
411(d)(6).

      The Trustee shall have no liability for and no duty to inquire into the
administration of such transferred assets for periods prior to the transfer.

17.03. Acceptance of Assets by Trustee. The Trustee shall not accept assets
which are not either in a medium proper for investment under the Plan, as set


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forth in the Plan and the Service Agreement, or in cash. Such assets shall be
accompanied by instructions in writing (or such other medium as may be
acceptable to the Trustee) showing separately the respective contributions by
the prior employer and by the Participant, 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 8, 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.

17.04. 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 an Inactive
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 instructions in writing
(or such other medium as may be acceptable to the Trustee) 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 Inactive
Participant, if any, and identifying the assets attributable to the various
contributions. The Trustee shall not transfer assets hereunder until all
applicable filing requirements are met. The Trustee shall have no further
liabilities with respect to assets so transferred.

Article 18. Miscellaneous.

18.01. Communication to Participants. The Plan shall be communicated to all
Eligible Employees by the Employer promptly after the Plan is adopted.

18.02. 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, shall 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 shall 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 shall look solely to the assets
held in the Trust for the payment of any benefit to which he is entitled under
the Plan.

18.03. Nonalienability of Benefits. Except as provided in Code Sections
401(a)(13)(C) and (D) (relating to offsets ordered or required under a criminal
conviction involving the Plan, a civil judgment in connection with a violation
or alleged violation of fiduciary responsibilities under ERISA, or a settlement
agreement between the Participant and the Department of Labor in connection with
a violation or alleged violation of fiduciary responsibilities under ERISA),
Section 1.401(a)-13(b)(2) of the Treasury Regulations (relating to Federal tax
levies), or as otherwise required by law, the benefits provided hereunder shall


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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 shall not be recognized. 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 Administrator to be a qualified
domestic relations order, as defined in Code Section 414(p), or any domestic
relations order entered before January 1, 1985.

18.04. Qualified Domestic Relations Orders Procedures. The Administrator must
establish reasonable procedures to determine the qualified, status of a domestic
relations order. Upon receiving a domestic relations order, the Administrator
shall 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 shall
provide such notice 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 shall 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 shall direct
the Trustee to distribute the payable amounts in the manner the Plan would
distribute if the order did not exist and shall apply the order prospectively if
the Administrator later determines the order is a qualified domestic relations
order.

      The Trustee shall set up segregated accounts for each alternate payee when
properly notified by the Administrator.

      A domestic relations order shall 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 Code Section 414(p)) 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
$5,000 (or such larger amount as may be specified in Code Section 417(e)(1)),
and the order requires, and the alternate payee consents to, a distribution
occurring prior to the Participant's attainment of earliest retirement age.


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18.05. Additional Rules for Paired Plans. If the Employer has adopted both a
money purchase pension plan and a profit sharing plan under this Basic Plan
Document which are to be considered paired plans, the elections in Section 1.04
of the Adoption Agreement must be identical with respect to both plans. When the
paired plans are "top-heavy plans", as defined in Subsection 15.01(f), or are
deemed to be "top-heavy plans", the money purchase pension plan shall provide
the minimum contribution required under Section 15.03, unless contributions
under the money purchase pension plan are frozen.

18.06. Application of Plan Provisions in Mu1tiple Employer Plans.
Notwithstanding any other provision of the Plan to the contrary, if one of the
Employers designated in Subsection 1.02(b) of the Adoption Agreement is not a
Related Employer, the Prototype Sponsor reserves the right to take any or all of
the following actions:

      (a) treat the Plan as a multiple employer plan;

      (b) permit the Employer to amend the Plan to exclude the un-Related
      Employer from participation in the Plan; or

      (c) treat the Employer as having amended the Plan in the manner described
      in Section 16.02 such that the Employer may no longer participate in this
      prototype plan arrangement.

      For the period, if any, that the Prototype Sponsor elects to treat the
Plan as a multiple employer plan, each un-Related Employer shall be treated as a
separate Employer for purposes of contributions, application of the "ADP" and
"ACP" tests described in Sections 6.03 and 6.06, application of the Code Section
415 limitations described in Section 6.12, top-heavy determinations and
application of the top-heavy requirements under Article 15, and application of
such other Plan provisions as the Employers determine to be appropriate. For any
such period, the Prototype Sponsor shall continue to treat the Employer as
participating in this prototype plan arrangement for purposes of Plan
administration, notices or other communications in connection with the Plan, and
other Plan-related services; provided, however, that if the Employer applies to
the Internal Revenue Service for a determination letter, the multiple employer
plan shall be filed on the form appropriate for multiple employer plans. The
Administrator shall be responsible for administering the Plan as a multiple
employer plan.

18.07. Veterans Reemployment Rights. Notwithstanding any other provision of the
Plan to the contrary, contributions, benefits, and service credit with respect
to qualified military service shall be provided in accordance with Code Section
414(u). The Administrator shall notify the Trustee of any Participant with
respect to whom additional contributions are made because of qualified military
service.

18.08. Effect of Scrivener's Error. Notwithstanding any other provision of the
Plan to the contrary, if there is an error in properly transcribing the
provisions of the Employer's Plan through the Adoption Agreement, it shall not


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be a violation of the Plan terms to operate the Plan in accordance with its
proper provisions, rather than in accordance with the terms of the Adoption
Agreement, pending correction of the Adoption Agreement through Plan amendment.
In addition, any provisions of the Plan improperly added as a result of
scrivener's error shall be considered null and void as of the date such error
occurred. Therefore, it shall not be a violation of Code Section 411(d) (6) to
eliminate such provisions through Plan amendment.

18.09. 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.

18.10. 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 Department of Labor
thereunder.

18.11. 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
shall be deemed to have an individually designed plan.

18.12. 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:

      (a) If to the Employer or Administrator, to it at the address set forth in
      the Adoption Agreement, and, if to the Employer, to the attention of the
      contact specified in Subsection 1.02(a) of the Adoption Agreement;

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


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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.

      Any written notice or communication required to be given to the Trustee
may be given in such other medium that the Trustee deems acceptable.

18.13. Governing Law. The Plan and the accompanying Adoption Agreement shall be
construed, administered and enforced according to ERISA, and to the extent not
preempted thereby, the laws of the Commonwealth of Massachusetts.

Article 19. Plan Administration.

19.01. 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. In addition to the
powers and authorities expressly conferred upon it in the Plan, the
Administrator shall have all such powers and authorities as may be necessary to
carry out the provisions of the plan, including the discretionary power and
authority to interpret and construe the provisions of the Plan, such
interpretation to be final and conclusive on all persons claiming benefits under
the Plan; to make benefit determinations; and to resolve any disputes arising
under the Plan. The Administrator may, by written instrument, allocate and
delegate its fiduciary responsibilities in accordance with ERISA Section 405,
including allocation of such responsibilities to an administrative committee
formed to administer the Plan.

19.02. 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 shall receive substantially the same treatment.

19.03. Claims and Review Procedures. Except to the extent that the provisions of
any collective-bargaining agreement provide another method of resolving claims
for benefits under the Plan, the provisions of this Section 19.04 shall control
with respect to the resolution of such claims; provided, however, that the
Employer may institute alternative claims procedures that are more restrictive
on the Employer and more generous with respect to persons claiming a benefit
under the Plan.

      (a) Claims Procedure. Whenever a request for benefits under the Plan is
      wholly or partially denied, the Administrator shall notify the person
      claiming such benefits of its decision in writing. Such notification shall
      contain (1) specific reasons for the denial of the claim, (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 shall be given
      within 90 days after


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      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 shall 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 shall notify such person of its decision
      in writing. Such notification shall be written in a manner calculated to
      be understood by such person and shall contain specific reasons for the
      decision as well as specific references to pertinent Plan provisions. The
      decision on review shall 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 shall be considered denied.

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

19.05. 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 shall be paid first from the forfeitures (if
any) resulting under Section 11.08, then from the remaining Trust Fund. All such
costs and expenses paid from the Trust Fund shall, unless allocable to the
Accounts of particular Participants, be charged against the Accounts of all
Participants on a pro rata basis or in such other reasonable manner as may be
directed by the Employer and accepted by the Trustee.

Article 20. Trust Agreement.

20.01. Acceptance of Trust Responsibilities. By executing the Adoption
Agreement, the Emp1oyer establishes a trust to hold the assets of the Plan that
are invested in Permissible Investments. By executing the Adoption Agreement,
the Trustee agrees to accept the rights, duties and responsibilities set forth
in this Article. If the Plan is an amendment and restatement of a prior plan,
the Trustee shall have no liability for and no duty to inquire into the
administration of the assets of the Plan for periods prior to the date such
assets are transferred to the Trust.


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20.02. Estab1ishment of Trust Fund. A trust is hereby established under the Plan
and the Trustee shall 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 shall 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 20.10.

20.03. 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.

20.04. 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 shall 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 ERISA:

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

      (b) to transfer to and invest all or any part of the Trust in any
      collective investment trust which is then maintained by a bank or trust
      company (or any affiliate) and which is tax-exempt pursuant to Code
      Section 501(a) and Rev. Rul. 81-100; provided that such collective
      investment trust is a Permissible Investment; and provided, further, that
      the instrument establishing such collective investment trust, as amended
      from time to time, shall govern any investment therein, and is hereby made
      a part of the Plan and this Trust Agreement to the extent of such
      investment therein; and provided, further, that if the "affiliated broker"
      designated in Section 20.11 is used to purchase or sell Plan assets,
      investment may not be made in any such collective investment trust
      maintained by the Trustee;

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

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

      (e) to borrow funds from a bank not affiliated with the Trustee in order
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      fashion, provided that the cost of borrowing shall be allocated in a
      reasonable fashion to the Permissible Investment(s) in need of liquidity;

      (f) 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;

      (g) 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;

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

      (i) 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;

      (j) to apply for or purchase annuity contracts in accordance with Article
      14;

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

      (l) 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;

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

      (n) generally to exercise any of the powers of an owner with respect to
      all or any part of the Trust Fund; and

      (o) to take all such actions as may be necessary under the Trust
      Agreement, to the extent consistent with applicable law.

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


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20.05. Accounts. The Trustee shall keep full accounts of all receipts and
disbursements and other transactions hereunder. Within 120 days after the close
of each Plan Year, within 90 days after termination of the Trust, and at such
other times as may be appropriate, the Trustee shall 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
shall 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.

20.06. Approval of Accounts. To the extent permitted by law, the written
approval of any account by the Employer or Administrator shall 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 months after the receipt of any account of its
objection to the account shall, to the extent permitted by law, be the
equivalent of written approval. If the Employer or Administrator files any
objections within such six 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 shall have the right to have such questions settled by judicial
proceedings. Nothing herein contained shall 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 shall be the Trustee, the Employer and the Administrator.

20.07. Distribution from Trust Fund. The Trustee shall make such distribution
from the Trust Fund as the Employer or Administrator may direct (in writing or
such other medium as may be acceptable to the Trustee), consistent with the
terms of the Plan and either for the exclusive benefit of Participants or their
Beneficiaries, or for the payment of expenses of administering the Plan.

20.08. Transfer of Amounts from Qualified Plan. If amounts are to be transferred
to the Plan from another qualified plan or trust under Code Section 401 (a),
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 shall only
accept assets which are in a medium proper for investment under this agreement
or in cash, and that are accompanied in a timely manner, as agreed to by the
Administrator and the Trustee, by instructions in writing (or such other medium
as may be acceptable to the Trustee) showing separately the respective
contributions by the prior employer and the transferring Employee, the records
relating to such contributions, and identifying the assets attributable to such
contributions. The Trustee shall hold such assets for investment in accordance
with the provisions of this agreement.

20.09. Transfer of Assets from Trust. Subject to the provisions of the Plan, the
Employer may direct the Trustee to transfer all or a specified portion of the
Trust assets to any other plan or plans maintained by the Employer or the
employer or employers of an Inactive Participant or Participants, provided that


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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.

20.10. 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 Permissible Investments listed in the Service Agreement. The
Trustee shall have no authority and no responsibility for the Plan assets held
in such separate trust or fund. The Employer shall be responsible for assuring
that such separate trust or fund is maintained pursuant to a separate trust
agreement signed by the Employer and the trustee. The duties and
responsibilities of the trustee of a separate trust shall be provided by the
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")
shall 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 shall be payable to the trustee; provided, however, that 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 shall be the designated
Beneficiary of the proceeds in all circumstances unless a qualified election has
been made in accordance with Article 14. Under no circumstances shall the trust
retain any part of the proceeds. In the event of any conflict between the terms
of the 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 shall be used to pay the premiums attributable to them.

      (b) Term and universal life - No more than 1/4 of the aggregate employer
      contributions allocated to any participant shall be used to pay the
      premiums


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      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 shall not exceed 1/4 of the
      aggregate employer contributions allocated to any Participant.

20.11. Self-Directed Brokerage Option. If one of the Permissible Investments
under the Plan is the self-directed brokerage option, the Employer hereby
directs the Trustee to use Fidelity Brokerage Services, Inc. ("affiliated
broker") to purchase or sell individual securities for Participant Accounts in
accordance with investment directions provided by such Participants. In
accordance with the requirements of Department of Labor Prohibited Transaction
Class Exemption ("PTCE") 86-128, the "affiliated broker" may not be a trustee
(other than a non-discretionary trustee), the plan administrator, or an
Employer, unless otherwise permitted under Section IV of PTCE 86-128. The
provision of brokerage services by the "affiliated broker" shall be subject to
the following:

      (a) In accordance with the procedures set forth in PTCE 86-128, the
      Trustee shall provide the Employer with the following documents: (1) a
      description of the "affiliated broker's" brokerage placement practices;
      (2) a copy of PTCE 86-128; (3) an annual report which summarizes all
      securities transaction-related charges incurred by the Plan; and (4) a
      form by which the Employer may terminate this authorization to use a
      broker affiliated with the Trustee. The Trustee shall provide the Employer
      with the termination form described above annually.

      (b) Any successor organization of the "affiliated broker", through
      reorganization, consolidation, merger, or similar transactions, shall,
      upon consummation of such transaction, become the successor broker in
      accordance with the terms of this authorization provision.

      (c) The Trustee and the "affiliated broker" shall continue to rely on this
      authorization provision until notified to the contrary. The Employer
      reserves the right to terminate this authorization upon sixty (60) days
      written notice to the "affiliated broker" (or its successor) and the
      Trustee, and in accordance with Section 20.22 of this Agreement.

      (d) The Trustee shall provide the Employer with a list of the types of
      securities that may not be purchased under this self-directed brokerage
      option. The Trustee shall provide the Employer with administrative
      procedures and fees governing investment in and withdrawals from the
      self-directed brokerage option.

      (e) Participants may authorize the use of an agent to have limited trading
      authority over assets in their Accounts invested under the self-directed
      brokerage option provided that the Participant completes and files with
      the "affiliated broker" a limited trading authorization and
      indemnification form in the form prescribed by the "affiliated broker".


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20.12. Employer Stock Option. If one of the Permissible Investments is equity
securities issued by the Employer or a Related Company which are publicly traded
and which are "qualifying employer securities" within the meaning of Section
407(d) (5) of ERISA ("Employer stock"), investments in "Employer stock" shall be
made via the "Employer stock" investment fund (the "stock fund") which shall
consist of shares of "Employer stock" and short-term liquid investments
consisting of mutual fund shares or commingled money market pool units as agreed
to by the Employer and the Trustee, necessary to satisfy the "stock fund's" cash
needs for transfers and payments. A cash target range shall be maintained in the
"stock fund". Such target range may be changed as agreed to in writing by the
Employer and the Trustee. The Trustee is responsible for ensuring that the
actual cash held in the "stock fund" falls within the agreed upon range over
time.

      Each Participant's interest in the "stock fund" shall be measured either
in (a) actual shares of "Employer stock" that are allocated to the Participant's
Account and a proportionate interest in all other assets of the "stock fund" or
(b) units of participation, as provided in the Service Agreement. If accounting
is by units of participation, such units shall represent a proportionate
interest in all assets of the "stock fund", which includes shares of "Employer
stock", short-term investments and at times, receivables for dividends and/or
"Employer stock" sold and payables for "Employer stock" purchased. A net asset
value per unit shall be determined daily for each cash unit outstanding of the
"stock fund". The return earned by the "stock fund" shall represent a
combination of the dividends paid on the shares of "Employer stock" held by the
"stock fund", gains or losses realized on sales of "Employer stock",
appreciation or depreciation in the market price of those shares owned, and
interest on the short-term investments held by the "stock fund".

      Dividends received by the "stock fund" are reinvested in additional shares
of "Employer stock". Investments in "Employer stock" shall be subject to the
following limitations:

      (a) Acquisition Limit. Pursuant to the Plan, the Trust may be invested in
      "Employer stock" to the extent necessary to comply with investment
      directions under Section 8.02 of the Plan. Notwithstanding the foregoing,
      effective for Deferral Contributions made for Plan Years beginning on or
      after January 1, 1999, the portion of a Participant's Deferral
      Contributions that the Employer may require to be invested in "Employer
      stock" for a Plan Year cannot exceed one-percent of such Participant's
      Compensation for the Plan Year.

      (b) Fiduciary Duty of "Named Fiduciary". The Administrator or any person
      designated by the Administrator as a named fiduciary under Section 19.01
      (the "named fiduciary") shall continuously monitor the suitability under
      the fiduciary duty rules of ERISA Section 404(a) (1) (as modified by ERISA
      Section 404 (a) (2)) of acquiring and holding "Employer stock". The
      Trustee shall not be liable for any loss, or by reason of any breach,
      which arises from the directions of the "named fiduciary" with respect to
      the acquisition and holding of "Employer stock", unless it is clear on
      their face that the actions to be taken under those directions would be
      prohibited by the


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      foregoing fiduciary duty rules or would be contrary to the terms of the
      Plan or this Trust Agreement.

      (c) Execution of Purchases and Sales. Purchases and sales of "Employer
      stock" (other than for exchanges) shall be made on the open market on the
      date on which the Trustee receives from the Employer in good order all
      information and documentation necessary to accurately effect such
      purchases and sales (or, in the case of purchases, the subsequent date on
      which the Trustee has received a wire transfer of the funds necessary to
      make such purchases). Such general rules shall not apply in the following
      circumstances:

            (1) If the Trustee is unable to determine the number of shares
            required to be purchased or sold on such day;

            (2) If the Trustee is unable to purchase or sell the total number of
            shares required to be purchased or sold on such day as a result of
            market conditions; or

            (3) If the Trustee is prohibited by the Securities and Exchange
            Commission, the New York Stock Exchange, or any other regulatory
            body from purchasing or selling any or all of the shares required to
            be purchased or sold on such day.

            In the event of the occurrence of the circumstances described in
      (1), (2), or (3) above, the Trustee shall purchase or sell such shares as
      soon as possible thereafter and shall determine the price of such
      purchases or sales to be the average purchase or sales price of all such
      shares purchased or sold, respectively. The Trustee may follow directions
      from the "named fiduciary" to deviate from the above purchase and sale
      procedures provided that such direction is made in writing by the "named
      fiduciary".

      (d) Purchases and Sales from or to Employer. If directed by the Employer
      in writing prior to the trading date, the Trustee may purchase or sell
      "Employer stock" from or to the Employer if the purchase or sale is for
      adequate consideration (within the meaning of ERISA Section 3(18)) and no
      commission is charged. If Employer contributions or contributions made by
      the Employer on behalf of the Participants under the Plan are to be
      invested in "Employer stock", the Employer may transfer "Employer stock"
      in lieu of cash to the Trust. In either case, the number of shares to be
      transferred shall be determined by dividing the total amount of "Employer
      stock" to be purchased or sold by the closing price of the "Employer
      stock" on any national securities exchange on the trading date.

      (e) Use of "Affiliated Broker" to Purchase "Emp1oyer Stock". The Employer
      hereby directs the Trustee to use the "affiliated broker" designated in
      Section 20.11 to provide brokerage services in connection with any
      purchase or sale of "Employer stock" in accordance with investment
      directions from Participants and/or the Employer if and to the extent that
      each has authority to direct investments under Section 1.23 of the
      Adoption Agreement. The


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      provision of brokerage services hereunder by the "affiliated broker" shall
      be subject to the provisions of Subsections 20.11(a), (b), and (c).

      (f) Securities Law Reports. The "named fiduciary" shall be responsible for
      filing all reports required under Federal or state securities laws with
      respect to the Trust's ownership of "Employer stock"; including, without
      limitation, any reports required under Section 13 or 16 of the Securities
      Exchange Act of 1934 and shall immediately notify the Trustee in writing
      of any requirement to stop purchases or sales of "Employer stock" pending
      the filing of any report. The Trustee shall provide to the "named
      fiduciary" such information on the Trust's ownership of "Employer stock"
      as the "named fiduciary" may reasonably request in order to comply with
      Federal or state securities laws.

      (g) Voting and Tender Offers. Notwithstanding any other provision of the
      Trust Agreement the provisions of this Subsection shall govern the voting
      and tendering of "Employer stock". If the Plan users share accounting with
      respect to the "stock fund", each Participant shall be designated as a
      named fiduciary under ERISA with respect to shares of "Employer stock"
      credited to the Participant's Account that were not acquired at the
      direction of the Participant in accordance with ERISA Section 404 (c). If
      accounting with respect to the "stock fund" is by units of participation,
      each Participant shall be designated as a named fiduciary under ERISA with
      respect to shares of "Employer stock" attributable to units in the "stock
      fund" credited to the Participant's Account not acquired at the direction
      of the Participant in accordance with ERISA Section 404 (c).

            The Employer, after consultation with the Trustee, shall provide and
      pay for all printing, mailing, tabulation and other costs associated with
      the voting and tendering of "Employer stock", except as required by law.

            (1)   Voting.

                  (A) When the issuer of the "Employer stock" prepares for any
                  annual or special meeting, the Employer shall notify the
                  Trustee thirty (30) days in advance of the intended record
                  date and shall cause a copy of all materials to be sent to the
                  Trustee. Based on these materials the Trustee shall prepare a
                  voting instruction form. At the time of mailing of notice of
                  each annual or special stockholders' meeting of the issuer of
                  the "Employer stock", the Employer shall cause a copy of the
                  notice and all proxy solicitation materials to be sent to each
                  Participant with an interest in "Employer stock" held in the
                  Trust, together with the foregoing voting instruction form to
                  be returned to the Trustee or its designee. The form shall
                  show the proportional interest in the number of full and
                  fractional shares of "Employer stock" credited to the
                  Participant's Sub-Accounts held in the "stock fund". The
                  Employer shall provide the Trustee with a copy of any
                  materials provided to the Participants and shall (if the
                  mailing is not handled by the Trustee) certify that the
                  materials have been mailed or otherwise sent to Participants.


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                  (B) Each Participant with an interest in the "stock fund"
                  shall have the right to direct the Trustee as to the manner in
                  which the Trustee is to vote (including not to vote) that
                  number of shares of "Employer stock" that is credited to his
                  Account, if the Plan uses share accounting or, if accounting
                  is by units of participation, that reflects such Participant's
                  proportional interest in the "stock fund" (both vested and
                  unvested). Directions from a Participant to the Trustee
                  concerning the voting of "Employer stock" shall be
                  communicated in writing, or by mailgram or similar means.
                  These directions shall be held in confidence by the Trustee
                  and shall not be divulged to the Employer, or any officer or
                  employee thereof, or any other person. Upon its receipt of the
                  directions, the Trustee shall vote the shares of "Employer
                  stock" that are credited to a Participant's Account, if the
                  Plan uses share accounting, or, if accounting is by units of
                  participation, that reflect the Participant's proportional
                  interest in the "stock fund" as directed by the Participant.
                  The Trustee shall not vote shares of "Employer stock" that are
                  credited to a Participant's Account, if the Plan uses share
                  accounting, or, if accounting is by units of participation,
                  that reflect a Participant's proportional interest in the
                  "stock fund" for which the Trustee has received no direction
                  from the Participant, except as required by law.

            (2)   Tender Offers.

                  (A) Upon commencement of a tender offer for any securities
                  held in the Trust that are "Employer stock", the Employer
                  shall notify each Participant with an interest in such
                  "Employer stock" of the tender offer and utilize its best
                  efforts to timely distribute or cause to be distributed to the
                  Participant the same information that is distributed to
                  shareholders of the issuer of "Employer stock" in connection
                  with the tender offer, and, after consulting with the Trustee,
                  shall provide and pay for a means by which the Participant may
                  direct the Trustee whether or not to tender the "Employer
                  stock" that is credited to a Participant's Account, if the
                  Plan uses share accounting, or, if accounting is by units of
                  participation, that reflects such Participant's proportional
                  interest in the "stock fund" (both vested and unvested). The
                  Employer shall provide the Trustee with a copy of any material
                  provided to the Participants and shall (if the mailing is not
                  handled by the Trustee) certify to the Trustee that the
                  materials have been mailed or otherwise sent to Participants.

                  (B) Each Participant shall have the right to direct the
                  Trustee to tender or not to tender some or all of the shares
                  of "Employer stock" that are credited to his Account, if the
                  Plan uses share accounting, or, if accounting is by units of
                  participation, that reflect such Participant's proportional
                  interest in the "stock fund" (both vested and unvested).
                  Directions from a Participant to the Trustee concerning the
                  tender of "Employer stock" shall be communicated in writing,
                  or by mailgram or such similar means as is


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                  agreed upon by the Trustee and the Employer under the
                  preceding paragraph. These directions shall be held in
                  confidence by the Trustee and shall not be divulged to the
                  Employer, or any officer or employee thereof, or any other
                  person, except to the extent that the consequences of such
                  directions are reflected in reports regularly communicated to
                  any such persons in the ordinary course of the performance of
                  the Trustee's services hereunder. The Trustee shall tender or
                  not tender shares of "Employer stock" as directed by the
                  Participant. The Trustee shall not tender shares of "Employer
                  stock" that are credited to a Participant's Account, if the
                  Plan uses share accounting, or, if accounting is by units of
                  participation, that reflect a Participant's proportional
                  interest in the "stock fund" for which the Trustee has
                  received no direction from the Participant.

                  (C) A Participant who has directed the Trustee to tender some
                  or all of the shares of "Employer stock" that are credited to
                  his Account, if the Plan uses share accounting, or, if
                  accounting is by units of participation, that reflect the
                  Participant's proportional interest in the "stock fund" may,
                  at any time prior to the tender offer withdrawal date, direct
                  the Trustee to withdraw some or all of such tendered shares,
                  and the Trustee shall withdraw the directed number of shares
                  from the tender offer prior to the tender offer withdrawal
                  deadline. A Participant shall not be limited as to the number
                  of directions to tender or withdraw that the Participant may
                  give to the Trustee.

                  (D) A direction by a Participant to the Trustee to tender
                  shares of "Employer stock" that are credited to the
                  Participant's Account, if the Plan uses share accounting, or,
                  if accounting is by units of participation, that reflect the
                  Participant's proportional interest in the "stock fund" shall
                  not be considered a written election under the Plan by the
                  Participant to withdraw, or have distributed, any or all of
                  his withdrawable shares. If the Plan uses share accounting,
                  the Trustee shall credit to the Participant's Account the
                  proceeds received by the Trustee in exchange for the shares of
                  "Employer stock" tendered from the Participant's Account. If
                  accounting is by units of participation, the Trustee shall
                  credit to each proportional interest of the Participant from
                  which the tendered shares were taken the proceeds received by
                  the Trustee in exchange for the shares of "Employer stock"
                  tendered from that interest. Pending receipt of direction
                  (through the Administrator) from the Participant or the "named
                  fiduciary", as provided in the Plan, as to which of the
                  remaining Permissible Investments the proceeds should be
                  invested in, the Trustee shall invest the proceeds in the
                  Permissible Investment specified for such purposes in the
                  Service Agreement or, if no such Permissible Investment has
                  been specified, the most conservative Permissible Investment
                  designated by the Employer in the Service Agreement.


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      (h) Shares Credited. If accounting with respect to the "stock fund" is by
      units of participation, then for all purposes of this Section 20.12, the
      number of shares of "Employer stock" deemed "credited" or "reflected" to a
      Participant's proportional interest shall be determined as of the last
      preceding valuation date. The trade date is the date the transaction is
      valued.

      (i) General. With respect to all rights other than the right to vote, the
      right to tender, and the right to withdraw shares previously tendered, in
      the case of "Employer stock" credited to a Participant's Account or
      proportional interest in the "stock fund", the Trustee shall follow the
      directions of the Participant and if no such directions are received, the
      directions of the "named fiduciary". The Trustee shall have no duty to
      solicit directions from Participants.

      (j) Conversion. All provisions in this Section 20.12 shall also apply to
      any securities received as a result of a conversion to "Employer stock".

20.13. Voting; Delivery of Information. The Trustee shall deliver, or cause to
be executed and delivered, to the Employer or 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; provided, however, that 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.

20.14. Compensation and Expenses of Trustee. The Trustee's fee for performing
its duties hereunder shall be such reasonable amounts as the Trustee may from
time to time specify in the Service Agreement or any other 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 shall, unless some or all have been paid
by said Employer, be paid first from forfeitures resulting under Section 11.08,
then from the remaining Trust Fund and shall, 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.

20.15. Reliance by Trustee on other Persons. The Trustee may rely upon and act
upon any writing from any person authorized by the Employer or the Administrator
pursuant to the Service Agreement or any other written direction to give
instructions concerning the Plan and may conclusively rely upon and be protected
in acting upon any written order from the Employer or the Administrator or upon


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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 the Administrator.

      The Trustee shall be entitled to rely on the latest certificate it has
received from the Employer or the Administrator as to any person or persons
authorized to act for the Employer or the Administrator hereunder and to sign on
behalf of the Employer or the Administrator any directions or instructions,
until it receives from the Employer or the Administrator written notice that
such authority has been revoked.

      Notwithstanding any provision contained herein, the Trustee shall 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 the Administrator
furnishes the Trustee with written instructions on a form acceptable to the
Trustee, and the Trustee agrees thereto in writing. The Trustee shall not be
liable for any action taken pursuant to the Employer's or the Administrator's
written instructions (nor for the collection of contributions under the Plan,
nor the purpose or propriety of any distribution made thereunder).

20.16. 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.

20.17. 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
shall, 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.

20.18. Persons Dealing with the Trustee. No person dealing with the Trustee
shall 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.

20.19. 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 shall, upon written acceptance of
his appointment, become vested with the estate, rights, powers, discretion,


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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 shall no longer
participate in this prototype plan and shall 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 shall 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 counsel satisfactory to the Trustee) that such trust
shall 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.

20.20. Fiscal Year of the Trust. The fiscal year of the Trust shall coincide
with the Plan Year.

20.21. 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.

20.22. 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 20.03.

20.23. Plan Termination. Upon termination or partial termination of the Plan or
complete discontinuance of contributions thereunder, the Trustee shall 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 shall notify the Employer or Administrator of such
situation and the Trustee shall 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 shall
terminate, the Trustee shall be relieved from all liability under the Trust, and
no Participant or other person shall have any claims thereunder, except as
required by applicable law.

20.24. Permitted Reversion of Funds to Employer. If it is determined by the
Internal Revenue Service that the Plan does not initially qualify under Code


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Section 401, all assets then held u.nde1r the Plan shall 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 shall be made
within one year after the date the initial qualification is denied. Upon such
distribution the Plan shall be considered to be rescinded and to be of no force
or effect.

      Contributions under the Plan are conditioned upon their deductibility
under Code Section 404. In the event the deduction of a contribution made by the
Employer is disallowed under Code Section 404, 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.

20.25. Governing Law. This Trust Agreement shall be construed, administered and
enforced according to ERISA and, to the extent not preempted thereby, the laws
of the Commonwealth of Massachusetts.


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<PAGE>

                                                                   Exhibit 10.40

                                THE CORPORATEPLAN

                               FOR RETIREMENT(SM)

                       FIDELITY BASIC PLAN DOCUMENT NO. 07


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                                                                        1.719938
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<PAGE>

                                THE CORPORATEPLAN

                               FOR RETIREMENT(SM)

                                   Preamb1e.

                         Article 1. Adoption Agreement.

                             Article 2. Definitions.

2.01.    Definitions. ......................................................  1
2.02.    Pronouns. ......................................................... 13
2.03.    Special Effective Dates. .......................................... 13

                               Article 3. Service.

3.01.    Crediting of Eligibility Service. ................................. 14
3.02.    Re-Crediting of E1igibi1ity Service Following Termination of
           Emp1oyment. ..................................................... 14
3.03.    Crediting of Vesting Service. ..................................... 14
3.04.    App1ication of Vesting Serivice to a Participant's Account
           Following a Break in Vesting Service. ........................... 14
3.05.    Service with Predecessor Employer. ................................ 15
3.06.    Change in Service Crediting. ...................................... 15

                          Article 4. Participation.

4.01.    Date of Participation. ............................................ 15
4.02.    Transfers Out of Covered Employment. .............................. 16
4.03.    Transfers Into Covered Emp1oyment. ................................ 16
4.04.    Resumption of Participation Fo11owing Reemployment. ............... 16
4.05.    Omission of Eligible Employee. .................................... 17

                            Article 5. Contributions.

5.01.    Contributions Subject to Limitations. ............................. 17
5.02     Compensation Taken into Account in Determining Contributions. ..... 17
5.03.    Deferra1 Contributions. ........................................... 18
5.04.    Employee Contributions. ........................................... 19
5.05.    No Deductible Emp1oyee Contributions. ............................. 19
5.06.    Rol1over Contributions. ........................................... 19
5.07.    Qua1ified Nonelective Employer Contributions. ..................... 20
5.08.    Matching Employer Contributions. .................................. 22
5.09.    Qualified Matching Employer Contributions. ........................ 22
5.10.    Nonelective Employer Contributions. ............................... 23
5.11.    Vested Interest in Contributions. ................................. 24


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5.12.    Time for Making Employer Contributions. ........................... 25
5.13.    Return of Employer Contributions. ................................. 26

                    Article 6. Limitations on Contributions.

6.01.    Specia1 Definitions. .............................................. 26
6.02.    Code Section 402(g) Limit on Deferral Contributions. .............. 34
6.03.    Additional Limit on Deferral Contributions ("ADP" Test). .......... 34
6.04.    Allocation and Distribution of  "Excess Contributions". ........... 35
6.05.    Reductions in Deferral Contributions to Meet Code Requirements. ... 36
6.06.    Limit on Matching Emp1oyer Contributions and Employee
           Contributions ("ACP" Test). ..................................... 36
6.07.    Allocation, Distribution, and Forfeiture of "Excess Aggregate
           Contributions". ................................................. 37
6.08.    Aggregate Limit on "Contribution Percentage Amounts" and
           "Includable Contributions". ..................................... 38
6.09.    Income or Loss on Distributable Contributions. .................... 38
6.10.    Deemed Satisfaction of "ADP" Test. ................................ 39
6.11.    Deemed Satisfaction of "ACP" Test With Respect to Matching
         Employer Contributions. ........................................... 40
6.12.    Code Section 415 Limitations. ..................................... 40

                       Article 7. Participants' Accounts.

7.01.    Individual Accounts. .............................................. 44
7.02.    Valuation of Accounts. ............................................ 44

                     Article 8. Investment of Contributions.

8.01.    Manner of Investment. ............................................. 44
8.02.    Investment Decisions. ............................................. 44
8.03.    Participant Directions to Trustee. ................................ 45

                          Article 9. Participant Loans.

9.01.    Special Definitions. .............................................. 46
9.02.    Participant Loans. ................................................ 46
9.03.    Separate Loan Procedures. ......................................... 46
9.04.    Availability of Loans. ............................................ 46
9.05.    Limitation on Loan Amount. ........................................ 46
9.06.    Interest Rate. .................................................... 47
9.07.    Level Amortization. ............................................... 47
9.08.    Security. ......................................................... 47
9.09.    Transfer and Distribution of Loan Amounts from Permissible
           Investments. .................................................... 47
9.10.    Default. .......................................................... 47
9.11.    Effect of Termination Where Participant has Outstanding Loan
           Balance. ........................................................ 48
9.12.    Deemed Distributions Under Code Section 72(p). .................... 48
9.13.    Determination of Account Value Upon Distribution Where Plan


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         Loan is Outstanding. .............................................. 49

                      Article 10. In-Service Withdrawals.

10.01.   Availability of  In-Service Withdrawals. .......................... 49
10.02.   Withdrawal of Employee Contributions. ............................. 49
10.03.   Withdrawal of Rollover Contributions. ............................. 49
10.04.   Age 59 1/2 Withdrawals. ........................................... 50
10.05.   Hardship Withdrawals. ............................................. 50
10.06.   Preservation of Prior Plan In-Service Withdrawal Rules. ........... 51
10.07.   Restrictions on In Service Withdrawals. ........................... 52
10.08.   Distribution of Withdrawal Amounts. ............................... 53

                         Article 11. Right to Benefits.

11.01.   Normal or Early Retirement. ....................................... 53
11.02.   Late Retirement. .................................................. 53
11.03.   Disability Retirement. ............................................ 53
11.04.   Death. ............................................................ 53
11.05.   Other Termination of Employment. .................................. 54
11.06.   Application for Distribution. ..................................... 54
11.07.   Application of Vesting Schedule Following Partial Distribution. ... 54
11.08.   Forfeitures. ...................................................... 55
11.09.   Application of Forfeitures. ....................................... 55
11.10.   Reinstatement of Forfeitures. ..................................... 56
11.11.   Adjustment for Investment Experience. ............................. 56

                           Article 12. Distributions.

12.01.   Restrictions on Distributions. .................................... 56
12.02.   Timing of Distribution Following Retirement or Termination of
          Employment. ...................................................... 57
12.03.   Participant Consent to Distribution. .............................. 57
12.04.   Required Commencement of Distribution to Participants. ............ 58
12.05.   Required Commencement of Distribution to Beneficiaries. ........... 59
12.06.   Whereabouts of Participants and Beneficiaries. .................... 60

                        Article 13. Form of Distribution.

13.01.   Normal Form of Distribution Under Profit Sharing Plan. ............ 60
13.02.   Mandatory Cash Out. ............................................... 61
13.03.   Minimum Distributions. ............................................ 61
13.04.   Direct Rollovers. ................................................. 62
13.05.   Notice Regarding Timing and Form of Distribution. ................. 63
13.06.   Determination of Method of Distribution. .......................... 64
13.07.   Notice to Trustee ................................................. 64


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            Article 14. Superseding Annuity Distribution Provisions.

14.01.   Special Definitions. .............................................. 64
14.02.   Applicability. .................................................... 65
14.03.   Annuity Form of Payment. .......................................... 65
14.04.   "Qualified Joint and Survivor Annuity" and "Qualified
          Preretirement Survivor Annuity" Requirements. .................... 66
14.05.   Waiver of the "Qualified Joint and Survivor Annuity" and/or
          "Qualified Preretirement Survivor Annuity" Rights. ............... 66
14.06.   Spouse's Consent to Waiver. ....................................... 67
14.07.   Notice Regarding "Qualified Joint and Survivor Annuity". .......... 67
14.08.   Notice Regarding "Qualified Preretirement Survivor Annuity". ...... 68
14.09.   Former Spouse. .................................................... 68

                       Article 15. Top-Heavy Provisions.

15.01.   Definitions. ...................................................... 68
15.02.   Application. ...................................................... 71
15.03.   Minimum Contribution. ............................................. 71
15.04.   Modification of Allocation Provisions to Meet Minimum
          Contribution Requirements. ....................................... 72
15.05.   Adjustment to the Limitation on Contributions and Benefits. ....... 73
15.06.   Accelerated Vesting. .............................................. 74
15.07.   Exclusion of Collectively-Bargained Employees. .................... 74

                     Article 16. Amendment and Termination.

16.01.   Amendments by the Employer that do Not Affect Prototype
          Status. .......................................................... 74
16.02.   Amendments by the Employer that Affect Prototype Status. .......... 75
16.03.   Amendment by the Mass Submitter Sponsor and the Prototype
          Sponsor. ......................................................... 75
16.04.   Amendments Affecting Vested and/or Accrued Benefits. .............. 76
16.05.   Retroactive Amendments. ........................................... 76
16.06.   Termination. ...................................................... 76
16.07.   Distribution upon Termination of the Plan. ........................ 76
16.08.   Merger or Consolidation of Plan; Transfer of Plan Assets. ......... 77

 Article 17. Amendment and Continuation of Prior Plan; Transfer of Funds to or
                          from Other Qualified Plans.

17.01.   Amendment and Continuation of Prior Plan. ......................... 77
17.02.   Transfer of Funds from an Existing Plan. .......................... 78
17.03.   Acceptance of Assets by Trustee. .................................. 78
17.04.   Transfer of Assets from Trust. .................................... 79

                              Article 18. Miscellaneous.

18.01.   Communication to Participants. .................................... 79
18.02.   Limitation of Rights. ............................................. 79


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18.03.   Nonalienability of Benefits. ...................................... 79
18.04.   Qualified Domestic Relations Orders Procedures. ................... 80
18.05.   Additional Rules for Paired Plans. ................................ 81
18.06.   Application of Plan Provisions in Multiple Employer Plans. ........ 81
18.07.   Veterans Reemployment Rights. ..................................... 81
18.08.   Effect of Scrivener's Error. ...................................... 81
18.09.   Facility of Payment. .............................................. 82
18.10.   Information between Employer and Trustee. ......................... 82
18.11.   Effect of Failure to Qualify under Code. .......................... 82
18.12.   Notices. .......................................................... 82
18.13.   Governing Law. .................................................... 83

                        Article 19. Plan Administration.

19.01.   Powers and Responsibilities of the Administrator. ................. 83
19.02.   Nondiscriminatory Exercise of Authority. .......................... 83
19.03.   Claims and Review Procedures. ..................................... 83
19.04.   Named Fiduciary. .................................................. 84
19.05.   Costs of Administration. .......................................... 84

                     Article 20. Trust Agreement.

20.01.   Acceptance of Trust Responsibilities. ............................. 84
20.02.   Establishment of Trust Fund. ...................................... 85
20.03.   Exclusive Benefit. ................................................ 85
20.04.   Powers of Trustee. ................................................ 85
20.05.   Accounts. ......................................................... 87
20.06.   Approval of Accounts. ............................................. 87
20.07.   Distribution from Trust Fund. ..................................... 87
20.08.   Transfer of Amounts from Qualified Plan. .......................... 87
20.09.   Transfer of Assets from Trust. .................................... 87
20.10.   Separate Trust or Fund for Existing Plan Assets. .................. 88
20.11.   Self-Directed Brokerage Option. ................................... 89
20.12.   Employer Stock Option. ............................................ 90
20.13.   Voting; Delivery of Information. .................................. 95
20.14.   Compensation and Expenses of Trustee. ............................. 95
20.15.   Reliance by Trustee on Other Persons. ............................. 95
20.16.   Indemnification by Employer. ...................................... 96
20.17.   Consultation by Trustee with Counsel. ............................. 96
20.18.   Persons Dealing with the Trustee. ................................. 96
20.19.   Resignation or Removal of Trustee. ................................ 96
20.20.   Fiscal Year of the Trust. ......................................... 97
20.21.   Discharge of Duties by Fiduciaries. ............................... 97
20.22.   Amendment. ........................................................ 97
20.23.   Plan Termination. ................................................. 97
20.24.   Permitted Reversion of Funds to Employer. ......................... 97
20.25.   Governing Law. .................................................... 98


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Preamble.

This prototype plan consists of three parts: (i) an Adoption Agreement that is a
separate document incorporated by reference into this Basic Plan Document; (2)
this Basic Plan Document; and (3) a Trust Agreement that is a part of this Basic
Plan Document and is found in Article 20. Each part of the prototype plan
contains substantive provisions that are integral to the operation of the plan.
The Adoption Agreement is the means by which an adopting Employer elects the
optional provisions that shall apply under its plan. The Basic Plan Document
describes the standard provisions elected in the Adoption Agreement. The Trust
Agreement describes the powers and duties of the Trustee with respect to plan
assets.

The prototype plan is intended to qualify under Code Section 401 (a). Depending
upon the Adoption Agreement completed by an adopting Employer, the prototype
plan may be used to implement a money purchase pension plan, a profit sharing
plan, or a profit sharing plan with a cash or deferred arrangement intended to
qualify under Code Section 401(k).

Article 1. Adoption Agreement.

Article 2. Definitions.

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

      (a) "Account" means an account established for the purpose of recording
      any contributions made on behalf of a Participant and any income,
      expenses, gains, or losses incurred thereon. The Administrator shall
      establish and maintain sub-accounts within a Participant's Account as
      necessary to depict accurately a Participant's interest under the Plan.

      (b) "Active Participant" means any Eligible Employee who has met the
      requirements of Article 4 to participate in the Plan and who may be
      entitled to receive allocations under the Plan.

      (c) "Administrator" means the Employer adopting this Plan, as listed in
      Subsection 1. 02 (a) of the Adoption Agreement, or any other person
      designated by the Employer in Subsection 1.01(c) of the Adoption
      Agreement.

      (d) "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 20. The provisions of the Adoption
      Agreement shall be an integral part of the Plan.

      (e) "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 permitted
      under the Plan.


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      (f) "Basic Plan Document" means this Fidelity prototype plan document,
      qualified with the National Office of the Internal Revenue Service as
      Basic Plan Document No. 07.

      (g) "Beneficiary" means the person or persons entitled under Section 11.04
      or 14.04 to receive benefits under the Plan upon the death of a
      Participant; provided, however, that for purposes of Section 13.03 such
      term shall be applied in accordance with Code Section 401(a) (9) and the
      regulations thereunder.

      (h) "Break in Vesting Service" means a l2-consecutive-month period
      beginning on an Employee's Severance Date or any anniversary thereof in
      which the Employee is not credited with an Hour of Service.

            Notwithstanding the foregoing, the following special rules apply in
      determining whether an Employee who is on leave has incurred a Break in
      Vesting Service:

            (1) If an individual is absent from work because of "maternity"
            paternity leave" beyond the first anniversary of his Severance Date,
            the 12-consecutive-month period beginning on the individual's
            Severance Date shall not constitute a Break in Vesting Service. For
            purposes of this paragraph, "maternity/paternity leave" means a
            leave of 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 the individual, or (D) for
            purposes of caring for a child for the period beginning immediately
            following such birth or placement.

            (2) If an individual is absent from work because of "FMLA leave" and
            returns to employment with the Employer or a Related Employer
            following such "FMLA leave", he shall not incur a Break in Vesting
            Service during any 12-consecutive-month period beginning on his
            Severance Date or anniversaries thereof in which he is absent
            because of such "FMLA leave". For purposes of this paragraph, "FMLA
            leave" means an approved leave of absence pursuant to the Family and
            Medical Leave Act of 1993.

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

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


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            For any Self-Employed Individual, Compensation means Earned Income;
      provided, however, that if the Employer elects to exclude specified items
      from Compensation, such Earned Income shall be adjusted in a similar
      manner so that it is equivalent under regulations issued under Code
      Section 414(s) to Compensation for Participants who are not Self-Employed
      Individuals.

            Compensation shall generally be based on the amount actually paid to
      the Eligible Employee during the Plan Year or, for purposes of Articles 5
      and Article 15 if so elected by the Employer in Subsection 1.05(c) of the
      Adoption Agreement, during that portion of the Plan Year during which the
      Eligible Employee is an Active Participant. Notwithstanding the preceding
      sentence, Compensation for purposes of Section 6.12 (Code Section 415
      Limitations) shall be based on the amount actually paid or made available
      to the Participant during the Limitation Year.

            If the initial Plan Year of a new plan consists of fewer than 12
      months, calculated from the Effective Date listed in Subsection 1.01(g)(1)
      of the Adoption Agreement through the end of such initial Plan Year,
      Compensation for such initial Plan Year shall be determined as follows:

            (1) For purposes of allocating Nonelective Employer Contributions
            under Section 1.11 of the Adoption Agreement (other than Nonelective
            Employer Contributions made in accordance with the Safe Harbor
            Nonelective Employer Contributions Addendum to the Adoption
            Agreement) and determining Highly Compensated Employees under
            Subsection 2.01(z), the initial Plan Year shall be the 12-month
            period ending on the last day of the Plan Year.

            (2) For purposes of Section 6.12 (Code Section 415 Limitations)
            where the Limitation Year is based on the Plan Year, the Limitation
            Year shall be the 12-month period ending on the last day of the Plan
            Year.

            (3) For all other purposes, the initial Plan Year shall be the
            period from the Effective Date listed in Subsection 1.01(g)(1) of
            the Adoption Agreement through the end of the initial Plan Year.

            The annual Compensation of each Active Participant taken into
      account for determining benefits provided under the Plan for any
      determination period shall not exceed the annual Compensation limit under
      Code Section 401(a) (17) as in effect on the first day of the
      determination period. This limit shall be adjusted by the Secretary to
      reflect increases in the cost of living, as provided in Code Section
      401(a)(17)(B); provided, however, that the dollar increase in effect on
      January 1 of any calendar year is effective for determination periods
      beginning in such calendar year. If a Plan determines Compensation over a
      determination period that contains fewer than 12 calendar months (a "short
      determination period"), then the Compensation limit for such "short
      determination period" is equal to the Compensation limit for the calendar
      year in which the "short determination period" begins multiplied by the
      ratio obtained by dividing the number of full months in the "short
      determination period" by 12; provided, however, that such proration shall
      not apply if there is a "short determination period" because (i) the
      Employer

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      elected in Subsection 1.05(c) of the Adoption Agreement to determine
      contributions based only on Compensation paid during the portion of the
      Plan Year during which an individual was an Active Participant, (ii) an
      Employee is covered under the Plan less than a full Plan Year, or (iii)
      Deferral Contributions and/or Matching Employer Contributions are
      contributed for each pay period during the Plan Year and are based on
      Compensation for that pay period.

      (k) "Contribution Period" means the period for which Matching Employer and
      Nonelective Employer Contributions are made and calculated. The
      Contribution Period for safe harbor Matching Employer Contributions, as
      described in Subsection 1.10(a) (3) of the Adoption Agreement, additional
      Matching Employer Contributions, as described in Subsection 1.10(b) of the
      Adoption Agreement, and Nonelective Employer Contributions is the Plan
      Year. The Contribution Period for basic Matching Employer Contributions,
      as described in Subsection 1.10(a) (1) or (2) of the Adoption Agreement,
      is the period specified by the Employer in Subsection 1.10(c) of the
      Adoption Agreement.

      (l) "Deferral Contribution" means any contribution made to the Plan by the
      Employer in accordance with the provisions of Section 5.03.

      (m) "Early Retirement Age" means the early retirement age specified in
      Subsection 1.13(b) of the Adoption Agreement, if any.

      (n) "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 net
      earnings shall be determined with regard to the deduction allowed under
      Code Section 164(f), 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 Code Section 404.

      (o) "Effective Date" means the effective date specified by the Employer in
      Subsection 1.01(g)(1) or (2) of the Adoption Agreement with respect to the
      Plan, if this is a new plan, or with respect to the amendment and
      restatement, if this is an amendment and restatement of a prior plan. The
      Employer may select special Effective Dates with respect to specified Plan
      provisions, as set forth in Section (a) of the Special Effective Dates
      Addendum to the Adoption Agreement. In the event that another plan is
      merged into and made a part of the Plan, the effective date of the merger
      shall be reflected in Section (b) of the Special Effective Dates Addendum
      to the Adoption Agreement.

      Notwithstanding any other provision of the Plan to the contrary, the
      following special Effective Dates shall apply:


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            (1) The definition of "Required Beginning Date" in Subsection 2.01
            (ss) is effective January 1, 1997; provided, however, that
            Participants who attain age 70 1/2 before January 1, 1999, or such
            later effective date as may be provided in Section (d) of the
            Special Effective Dates Addendum to the Adoption Agreement, may
            elect to commence benefits under Code Section 401(a) (9) as in
            effect prior to January 1, 1997.

            (2) The following provisions are effective for Plan Years beginning
            on or after January 1, 1997:

                  (i) The definition of "Highly Compensated Employee" in
                  Subsection 2.01(z), including elimination of the family
                  aggregation rules.

                  (ii) The definition of "Leased Employee" in Subsection
                  2.01(cc).

                  (iii) The rules for applying the "ADP" test, described in
                  Section 6.03, and the "ACP" test, described in Section 6.06.

                  (iv) The rules for allocating and distributing "excess
                  contributions", as provided in Section 6.04, and the rules for
                  allocation, distribution and forfeiture of "excess aggregate
                  contributions", as provided in Section 6.07.

            (3) The change in the "maximum permissible amount", as defined in
            Subsection 6.01(r), to $30,000 adjusted for cost of living
            increases, is effective for Limitation Years beginning on or after
            January 1, 1995.

            (4) The inclusion in Compensation for purposes of Code Section 415
            of amounts excluded from gross income under a salary reduction
            agreement by reason of the application of Code Sections 125,
            402(a)(8), 402(h), or 403(b), as provided in Subsection 6.12(d), is
            effective for Limitation Years beginning on or after January 1,
            1998.

            (5) The increase in the cash out limitation from $3,500 to $5,000 is
            effective the first day of the Plan Year beginning after August 5,
            1997, or the date the Plan is first operated in compliance with such
            rule, if later, but in no event later than the date specified in
            Subsection 1.01(g)(1) or (2) of the Adoption Agreement.

            (6) The elimination of the "look back year" requirement for
            mandatory cashouts with respect to Participants whose Accounts are
            not subject to the requirements of Section 14.04 shall be effective
            with respect to distributions made on or after the first day of the
            Plan Year beginning after August 5, 1997, or the date the Plan is
            first operated in compliance with such rule, if later, but in no
            event later than the date specified in Subsection 1.01(g)(1) or (2)
            of the Adoption Agreement.

            (7) The provisions of Section 18.03, regarding the Code Section
            401(a)(13)(C) and (D) exceptions to the nonalienability of benefits
            rules, are effective August 5, 1997.


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            (8) The exclusion from the definition of "eligible rollover
            distribution" in Subsection 13.04(c) of hardship withdrawals of
            Deferral Contributions made in accordance with the provisions of
            Section 10.05 or the Protected In-Service Withdrawal Addendum to the
            Adoption Agreement is effective for distributions made on or after
            the earlier of (i) the date the Plan is first operated in compliance
            with such rule or (ii) January 1, 2000, but in no event later than
            the date specified in Subsection 1.01(g)(1) or (2) of the Adoption
            Agreement.

      (p) "Eligibility Computation Period" means each 12-consecutive-month
      period beginning with an Employee's Employment Commencement Date and each
      anniversary thereof or, in the case of an Employee who terminates
      employment with the Employer and all Related Employers before completing
      the eligibility requirements set forth in Subsection 1.04(b) of the
      Adoption Agreement and thereafter returns to the employ of the Employer or
      a Related Employer, each 12-consecutive-month period beginning with his
      Reemployment Commencement Date and each anniversary thereof.

      (q) "Eligibility Service" means an Employee's service that is taken into
      account in determining his eligibility to participate in the Plan as may
      be required under Subsection 1.04(b) of the Adoption Agreement.
      Eligibility Service shall be credited in accordance with Article 3.

      (r) "Eligible Employee" means any Employee of the Employer who is in the
      class of Employees eligible to participate in the Plan. The Employer must
      specify in Subsection 1.04(c) of the Adoption Agreement any Employee or
      class of Employees not eligible to participate in the Plan. If Article 1
      of the Employer's Plan is a Non-Standardized Adoption Agreement,
      regardless of the Employer's selection in Subsection 1.04(c) of the
      Adoption Agreement, the following Employees are automatically excluded
      from eligibility to participate in the Plan:

            (1) any individual who is a signatory to a contract, letter of
            agreement, or other document that acknowledges his status as an
            independent contractor not entitled to benefits under the Plan or
            who is not otherwise classified by the Employer as a common law
            employee and with respect to whom the Employer does not withhold
            income taxes and file Form W-2 (or any replacement Form), with the
            Internal Revenue Service and does not remit Social Security payments
            to the Federal government, even if such individual is later
            adjudicated to be a common law employee; and

            (2) any Employee who is a citizen of Puerto Rico.

            If the Employer elects to exclude collective bargaining employees
      from the eligible class, 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 covered under the Plan.
      The term


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      "employee representatives" does not include any organization more than
      half the members of which are owners, officers, or executives of the
      Employer.

            If the Employer does not elect to exclude Leased Employees from the
      eligible class, 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 and there shall be no
      duplication of benefits under this Plan.

      (s) "Employee" means any common law employee of the Employer or a Related
      Employer, any Self-Employed Individual, and any Leased Employee.
      Notwithstanding the foregoing, 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 leasing organization and providing (1) a
      nonintegrated employer contribution rate of at least 10-percent of
      compensation, as defined for purposes of Code Section 415(c)(3), but
      including amounts contributed pursuant to a salary reduction agreement
      which are excludable from gross income under Code Section 125, 402(a)(8),
      402(h) or 403(b), (2) full and immediate vesting, and (3) immediate
      participation by each employee of the leasing organization.

      (t) "Employee Contribution" means any after-tax contribution made by an
      Active Participant to the Plan.

      (u) "Employer" means the employer named in Subsection 1.02(a) of the
      Adoption Agreement and any Related Employer included as an Employer under
      this Subsection 2.01(u). If Article 1 of the Employer's Plan is a
      Standardized Adoption Agreement, the term "Employer" includes all Related
      Employers. If Article 1 of the Employer's Plan is a Non-Standardized
      Adoption Agreement, the term "Employer" includes only those Related
      Employers designated in Subsection 1.02(b) of the Adoption Agreement.

            If the organization or other entity named in the Adoption Agreement
      is a sole proprietor or a professional corporation and the sole proprietor
      of such proprietorship or the sole shareholder of the professional
      corporation dies, then the legal representative of such sole proprietor or
      shareholder shall be deemed to be the Employer until such time as, through
      the disposition of such sole proprietor's or sole shareholder's estate or
      otherwise, any organization or other entity succeeds to the interests of
      the sole proprietor in the proprietorship or the sole shareholder in the
      professional corporation. The legal representative of a sole proprietor or
      shareholder shall be (1) the person appointed as such by the sole
      proprietor or shareholder prior to his death under a legally enforceable
      power of attorney, or, if none, (2) the executor or administrator of the
      sole proprietor's or shareholder's estate.


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            If one of the Employers designated in Subsection 1.02(b) of the
      Adoption Agreement is not a Related Employer, the term "Employer" includes
      such un-Related Employer and the provisions of Section 18.06 shall apply.

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

      (w) "Entry Date" means the date specified by the Employer in Subsection
      1.04(d) or (e) of the Adoption Agreement as of which an Eligible Employee
      who has met the applicable eligibility requirements begins to participate
      in the Plan. The Employer may specify different Entry Dates for purposes
      of eligibility to participate in the Plan by (1) making Deferral
      Contributions and (2) receiving allocations of Matching and/or Nonelective
      Employer Contributions.

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

      (y) "Fund Share" means the share, unit, or other evidence of ownership in
      a Permissible Investment.

      (z) "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
      (1) at any time during the "determination year" or the "look-back year"
      was a five-percent owner or (2) received Compensation from the Employer
      during the "look-back year" in excess of $80,000 (as adjusted pursuant to
      Code Section 415(d)) and, unless otherwise provided by the Employer in
      Section 1.06 of the Adoption Agreement, was a member of the top-paid group
      for such year.

            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", unless the Employer has elected in
      Section 1.06 of the Adoption Agreement to make the "look-back year" the
      calendar year beginning within the preceding Plan Year.

            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, as determined under the rules in effect for
      determining Highly Compensated Employees for such separation year or
      "determination year".

            The determination of who is a Highly Compensated Employee, including
      the determinations of the number and identity of Employees in the top-paid
      group, shall be made in accordance with Code Section 414(q) and the
      Treasury Regulations issued thereunder.


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            For purposes of this Subsection 2.01(z), Compensation shall include
      amounts that are not includable in the gross income of an Employee under a
      salary reduction agreement by reason of the application of Code Section
      125, 402(a)(8), 402(h), or 403(b)

      (aa) "Hour of Service", with respect to any individual, means:

            (1) Each hour for which the individual 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
            individual for the Eligibility Computation Period in which the
            duties were performed;

            (2) Each hour for which the individual is directly or indirectly
            paid, or entitled to payment, by the Employer or a 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 individual for the Eligibility Computation Period in which such
            period of time occurs, subject to the following rules:

                  (A) No more than 501 Hours of Service shall be credited under
                  this paragraph (2) on account of any single continuous period
                  during which the individual performs no duties, unless the
                  individual performs no duties because of military duty, the
                  individual's employment rights are protected by law, and the
                  individual returns to employment with the Employer or a
                  Related Employer during the period that his employment rights
                  are protected under Federal law;

                  (B) Hours of Service shall not be credited under this
                  paragraph (2) for a payment which solely reimburses the
                  individual for medically-related expenses, or which is made or
                  due under a plan maintained solely for the purpose of
                  complying with applicable worker's compensation, unemployment
                  compensation or disability insurance laws; and

                  (C) If the period during which the individual 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 individuals;

            (3) Each hour not counted under paragraph (1) or (2) for which he
            would have been scheduled to work for the Employer or a Related
            Employer during


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            the period that he is absent from work because of military duty,
            provided the individual's employment rights are protected under
            Federal law and the individual returns to work with the Employer or
            a Related Company during the period that his employment rights are
            protected, each such hour to be credited to the individual for the
            Eligibility Computation Period for which he would have been
            scheduled to work; and

            (4) Each hour not counted under paragraph (1), (2), or (3) 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 individual 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 paragraphs (2) and (4) above, Hours of Service shall
      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.

            Notwithstanding any other provision of this Subsection to the
      contrary, the Employer may elect to credit Hours of Service in accordance
      with any of the equivalencies set forth in paragraphs (d), (e), or (f) of
      Department of Labor Regulations Section 2530.200b-3.

      (bb) "Inactive Participant" means any individual who was an Active
      Participant, but is no longer an Eligible Employee and who has an Account
      under the Plan.

      (cc) "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 (1) such services are provided pursuant to an
      agreement between the recipient and any other person (the "leasing
      organization"), (2) such individual has performed services for the
      recipient (or for the recipient and any related persons within the meaning
      of Code Section 414(n)(6)) on a substantially full-time basis for at least
      one year, and (3) such services are performed under primary direction of
      or control by the recipient. The determination of who is a Leased Employee
      shall be made in accordance with any rules and regulations issued by the
      Secretary of the Treasury or his delegate.

      (dd) "Limitation Year" means the 12-consecutive-month period designated by
      the Employer in Subsection 1.01(f) of the Adoption Agreement. If no other
      Limitation Year is designated by the Employer, the Limitation Year shall
      be the Plan Year. All qualified plans of the Employer and any Related
      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.

      (ee) "Matching Employer Contribution" means any contribution made by the
      Employer to the Plan in accordance with Section 5.08 or 5.09 on account of
      an Active Participant's Deferral Contributions.


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      (ff) "Mass Submitter Sponsor" means Fidelity Management & Research Company
      or its successor.

      (gg) "Nonelective Employer Contribution" means any contribution made by
      the Employer to the Plan in accordance with Section 5.10.

      (hh) "Non-Highly Compensated Employee" means any Employee who is not a
      Highly Compensated Employee.

      (ii) "Normal Retirement Age" means the normal retirement age specified in
      Subsection 1.13(a) of the Adoption Agreement. If the Employer enforces a
      mandatory retirement age in accordance with Federal law, the Normal
      Retirement Age is the lesser of that mandatory age or the age specified in
      Subsection 1.13(a) of the Adoption Agreement.

      (jj) "Participant" means any individual who is either an Active
      Participant or an Inactive Participant.

      (kk) "Permissible Investment" means the investments specified by the
      Employer as available for investment of assets of the Trust and agreed to
      by the Trustee and the Prototype Sponsor. The Permissible Investments
      under the Plan shall be listed in the Service Agreement.

      (11) "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.

      (mm) "Plan Year" means the 12-consecutive-month period ending on the date
      designated by the Employer in Subsection 1.01(d) of the Adoption
      Agreement, except that the initial Plan Year of a new Plan may consist of
      fewer than 12 months, calculated from the Effective Date listed in
      Subsection 1.01(g)(1) of the Adoption Agreement through the end of such
      initial Plan Year, in which event Compensation for such initial Plan Year
      shall be treated as provided in Subsection 2.01(j).

      (nn) "Prototype Sponsor" means Fidelity Management & Research Company or
      its successor.

      (oo) "Qualified Matching Employer Contribution" means any contribution
      made by the Employer to the Plan on account of Deferral Contributions or
      Employee Contributions made by or on behalf of Active Participants in
      accordance with Section 5.09, that may be included in determining whether
      the Plan meets the "ADP" test described in Section 6.03.

      (pp) "Qualified Nonelective Employer Contribution" means any contribution
      made by the Employer to the Plan on behalf of Non-Highly Compensated
      Employees in accordance with Section 5.07, that may be included in
      determining whether the Plan meets the "ADP" test described in Section
      6.03 or the "ACP" test described in Section 6.06.


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      (qq) "Reemployment Commencement Date" means the date on which an Employee
      who terminates employment with the Employer and all Related Employers
      first performs an Hour of Service following such termination of
      employment.

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

      (ss) "Required Beginning Date" means:

            (1) for a Participant who Th not a five-percent owner, April 1 of
            the calendar year following the calendar year in which occurs the
            later of (i) the Participant's retirement or (ii) the Participant's
            attainment of age 70 1/2; provided, however, that any such
            Participant who attains age 70 1/2 prior to January 1, 1999, or such
            later date as may be specified by the Employer in Section (e) of the
            Special Effective Dates Addendum to the Adoption Agreement, may
            elect to have his Required Beginning Date determined without regard
            to the provisions of clause (i).

            (2) for a Participant who is a five-percent owner, April 1 of the
            calendar year following the calendar year in which the Participant
            attains age 70 1/2.

               Once a five-percent owner's Required Beginning Date has occurred,
      it shall not be re-determined, even if the Participant ceases to be a
      five-percent owner in a subsequent year.

            For purposes of this Subsection 2.01(ss), a Participant is treated
      as a five-percent owner if such Participant is a five-percent owner as
      defined in Code Section 416(i) (determined in accordance with Code Section
      416 but without regard to whether the Plan is top-heavy) at any time
      during the Plan Year ending with or within the calendar year in which such
      owner attains age 70 1/2.

      (tt) "Rollover Contribution" means any distribution from a qualified plan
      (or an individual retirement account holding only assets allocable to a
      distribution from a qualified plan) that an Employee elects to contribute
      to the Plan in accordance with the provisions of Section 5.06.

      (uu) "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, including, but not limited to, a partner in a partnership, a
      sole proprietor, or a shareholder in a limited liability company or
      subchapter S corporation.


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      (vv) "Service Agreement" means the agreement between the Employer and the
      Prototype Sponsor (or an agent or affiliate of the Prototype Sponsor)
      relating to the provision of investment and other services to the Plan and
      shall include any addendum to the agreement and any other separate written
      agreement between the Employer and the Prototype Sponsor (or an agent or
      affiliate of the Prototype Sponsor) relating to the provision of services
      to the Plan.

      (ww) "Severance Date" means the earlier of (i) the date an Employee
      retires, dies, quits, or is discharged from employment with the Employer
      and all Related Employers or (ii) the 12-month anniversary of the date on
      which the Employee was otherwise first absent from employment; provided,
      however, that if an individual terminates or is absent from employment
      with the Employer and all Related Employers because of military duty, such
      individual shall not incur a Severance Date if his employment rights are
      protected under Federal law and he returns to employment with the Employer
      or a Related Employer within the period during which he retains such
      employment rights, but, if he does not return to such employment within
      such period, his Severance Date shall be the earlier of (1) the
      anniversary of the date his absence commenced or (2) the last day of the
      period during which he retains such employment rights.

      (xx) "Trust" means the trust created by the Employer in accordance with
      the provisions of Section 20.01.

      (yy) "Trust Agreement" means the agreement between the Employer and the
      Trustee, as set forth in Article 20, under which the assets of the Plan
      are held, administered, and managed.

      (zz) "Trustee" means Fidelity Management Trust Company or its successor.
      The term Trustee shall include any delegate of the Trustee as may be
      provided in the Trust Agreement.

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

      (bbb) "Vesting Service" means an Employee's service that is taken into
      account in determining his vested interest in his Matching Employer and
      Nonelective Employer Contributions Accounts as may be required under
      Section 1.15 of the Adoption Agreement. Vesting Service shall be credited
      in accordance with Article 3.

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

2.03. Special Effective Dates. Some provisions of the Plan are only effective
beginning as of a specified date or until a specified date. Special effective
dates are only specified within Plan text if they are prospective from the date
the Prototype Sponsor submits the Basic Plan Document to the National Office of
the Internal Revenue Service for approval or if the dates serve a continuing


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function in making Plan determinations. Special effective dates that serve no
continuing Plan function have been removed from Plan text.

Article 3. Service.

3.01. Crediting of Eligibility Service. If the Employer has selected an
Eligibility Service requirement in Subsection 1.04(b) of the Adoption Agreement
for an Eligible Employee to become an Active Participant, Eligibility Service
shall be credited to an Employee as follows:

      (a) If the Employer has selected the one or two year(s) of Eligibility
      Service requirement described in Subsection 1.04(b)(1)(C) or (D) of the
      Adoption Agreement, an Employee shall be credited with a year of
      Eligibility Service for each Eligibility Computation Period during which
      the Employee has been credited with at least 1,000 Hours of Service.

      (b) If the Employer has selected the months of Eligibility Service
      requirement described in Subsection 1.04(b)(1)(B) of the Adoption
      Agreement, an Employee shall be credited with Eligibility Service for the
      aggregate of the periods beginning with the Employee's Employment
      Commencement Date (or Reemployment Commencement Date) and ending on his
      subsequent Severance Date; provided, however, that an Employee who has a
      Reemployment Date within the 12-consecutive-month period following the
      earlier of the first date of his absence or his Severance Date shall be
      credited with Eligibility Service for the period between his Severance
      Date and his Reemployment Date. Months of Eligibility Service shall be
      measured from the Employee's Employment Commencement Date or Reemployment
      Commencement Date to the coinciding date in the applicable following
      month.

3.02. Re-Crediting of Eligibility Service Following Termination of Employment.
An Employee whose employment with the Employer and all Related Employers
terminates and who is subsequently reemployed by the Employer or a Related
Employer shall be re-credited upon reemployment with his Eligibility Service
earned prior to his termination of employment.

3.03. Crediting of Vesting Service. If the Plan provides for Matching Employer
and/or Nonelective Employer Contributions that are not 100-percent vested when
made, Vesting Service shall be credited to an Employee for the aggregate of the
periods beginning with the Employee's Employment Commencement Date (or
Reemployment Commencement Date) and ending on his subsequent Severance Date;
provided, however, that an Employee who has a Reemployment Date within the
12-consecutive-month period following the earlier of the first date of his
absence or his Severance Date shall be credited with Eligibility Service for the
period between his Severance Date and his Reemployment Date. Fractional periods
of a year shall be expressed in terms of days.

3.04. Application of Vesting Senrice to a Participant's Account Following a
Break in Vesting Service. The following rules describe how Vesting Service
earned before and after a Break in Vesting Service shall be applied for purposes


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of determining a Participant's vested interest in his Matching Employer and
Nonelective Employer Contributions Accounts.

      (a) If a Participant incurs five-consecutive Breaks in Vesting Service,
      all years of Vesting Service earned by the Employee after such Breaks in
      Service shall be disregarded in determining the Participant's vested
      interest in his Matching Employer and Nonelective Employer Contributions
      Account balances attributable to employment before such Breaks in Vesting
      Service. However, Vesting Service earned both before and after such Breaks
      in Vesting Service shall be included in determining the Participant's
      vested interest in his Matching Employer and Nonelective Employer
      Contributions Account balances attributable to employment after such
      Breaks in Vesting Service.

      (b) If a Participant incurs fewer than five-consecutive Breaks in Vesting
      Service, Vesting Service earned both before and after such Breaks in
      Vesting Service shall be included in determining the Participant's vested
      interest in his Matching Employer and Nonelective Employer Contributions
      Account balances attributable to employment both before and after such
      Breaks in Vesting Service.

3.05. Service with Predecessor Employer. If the Plan is the plan of a
predecessor employer, an Employee's Eligibility and Vesting Service shall
include years of service with such predecessor employer. In any case in which
the Plan is not the plan maintained by a predecessor employer, service for such
predecessor employer shall be treated as Eligibility and Vesting Service if so
specified in Section 1.16 of the Adoption Agreement.

3.06. Change in Service Crediting. If an amendment to the Plan or a transfer
from employment as an Employee covered under another qualified plan maintained
by the Employer or a Related Employer results in a change in the method of
crediting Eligibility and/or Vesting Service with respect to a Participant
between the Hours of Service crediting method set forth in Section 2530.200b-2
of the Department of Labor Regulations and the elapsed-time crediting method set
forth in Section 1.410(a)-7 of the Treasury Regulations, each Participant with
respect to whom the method of crediting Eligibility and/or Vesting Service is
changed shall be treated in the manner set forth in Section 1.410(a)-7(f)(1) of
the Treasury Regulations which are incorporated herein by reference.

Article 4. Participation.

4.01. Date of Participation. If the Plan is an amendment and restatement of a
prior plan, all Eligible Employees who were active participants in the Plan
immediately prior to the Effective Date shall continue as Active Participants on
the Effective Date. All Eligible Employees who are in the service of the
Employer on the Effective Date (and, if this is an amendment and restatement of
a prior plan, were not active participants in the prior plan immediately prior
to the Effective Date) shall become Active Participants on the date elected by
the Employer in Subsection 1.04(f) of the Adoption Agreement. Any other Eligible
Employee shall become an Active Participant in the Plan on the Entry Date


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coinciding with or immediately following the date on which he first satisfies
the eligibility requirements set forth in Subsections 1.04(a) and 1.04(b) of the
Adoption Agreement.

      The Employer may elect different Eligibility Service requirements for
purposes of eligibility (a) to make Deferral Contributions and (b) to receive
Nonelective and/or Matching Employer Contributions. Any Eligibility Service
requirement that the Employer elects to apply in determining an Eligible
Employee's eligibility to make Deferral Contributions shall also apply in
determining an Eligible Employee's eligibility to make Employee Contributions,
if Employee Contributions are permitted under the Plan, and to receive Qualified
Nonelective Employer Contributions. If an Employer elects to have different
Eligibility Service requirements apply, an Eligible Employee who has met the
eligibility requirements with respect to certain contributions, but who has not
met the eligibility requirements with respect to other contributions, shall
become an Active Participant in accordance with the provisions of the preceding
paragraph, but only with respect to the contributions for which he has met the
eligibility requirements.

4.02. Transfers Out of Covered Employment. If any Active Participant ceases to
be an Eligible Employee, but continues in the employ of the Employer or a
Related Employer, such Employee shall cease to be an Active Participant, but
shall continue as an Inactive Participant until his entire Account balance is
forfeited or distributed. An Inactive Participant shall not be entitled to
receive an allocation of contributions or forfeitures under the Plan for the
period that he is not an Eligible Employee and wages and other payments made to
him by the Employer or a Related Employer for services other than as an Eligible
Employee shall not be included in Compensation for purposes of determining the
amount and allocation of any contributions to the Account of such Inactive
Participant. Such Inactive Participant shall continue to receive credit for
Vesting Service completed during the period that he continues in the employ of
the Employer or a Related Employer.

4.03. Transfers Into Covered Employment. If an Employee who is not an Eligible
Employee becomes an Eligible Employee, such Eligible Employee shall become an
Active Participant immediately as of his transfer date if such Eligible Employee
has already satisfied the eligibility requirements and would have otherwise
previously become an Active Participant in accordance with Section 4.01.
Otherwise, such Eligible Employee shall become an Active Participant in
accordance with Section 4.01.

     Wages and other payments made to an Employee prior to his becoming an
Eligible Employee by the Employer or a Related Employer for services other than
as an Eligible Employee shall not be included in Compensation for purposes of
determining the amount and allocation of any contributions to the Account of
such Eligible Employee.

4.04. Resumption of Participation Following Reemployment. If a Participant who
terminates employment with the Employer and all Related Employers is reemployed
as an Eligible Employee, he shall again become an Active Participant on his


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Reemployment Date. Any other Employee who terminates employment with the
Employer and all Related Employers and is reemployed by the Employer or a
Related Employer shall become an Active Participant as provided in Section 4.01
or 4.03. Any distribution which a Participant is receiving under the Plan at the
time he is reemployed by the Employer or a Related Employer shall cease except
as otherwise required under Section 12.04.

4.05. Omission of Eligible Employee. If any Eligible Employee who should be
included as an Active Participant in the Plan is erroneously omitted and
discovery of such omission is not made until after a Nonelective Employer
Contribution has been made by his Employer for the year, the Employer shall make
a subsequent Nonelective Employer Contribution, if necessary, so that the
omitted Eligible Employee receives the total amount which such Eligible Employee
would have received as a Nonelective Employer Contribution had he not been
omitted.

      In addition, if such Employee would have been eligible to make Deferral
Contributions to the Plan for such year, the Employer shall make a special
Qualified Nonelective Employer Contribution to the Account of the omitted
Eligible Employee in an amount equal to the average of the "deferral ratios", as
defined in Subsection 6.01(e), for the year of the Employee group (Highly
Compensated or Non-Highly Compensated Employees, as applicable) of which the
omitted Eligible Employee is a member. If the omitted Eligible Employee would
have been eligible to receive Matching Employer Contributions with respect to
his Deferral Contributions, the Employer shall make an additional special
Qualified Nonelective Employer Contribution to the Account of the omitted
Eligible Employee in an amount equal to the average of the "contribution
percentages", as defined in Subsection 6.01(c), for the year of the Employee
group (Highly Compensated or Non-Highly Compensated Employees, as applicable) of
which the omitted Eligible Employee is a member. Contributions made in
accordance with the provisions of this Section 4.05 shall be treated as "annual
additions", as defined in Subsection 6.01(b), for the year for which they were
made.

Article 5. Contributions.

5.01. Contributions Subject to Limitations. All contributions made to the Plan
under this Article 5 shall be subject to the limitations contained in Article 6.

5.02. Compensation Taken Into Account in Determining Contributions. In
determining the amount or allocation of any contribution that is based on a
percentage of Compensation, only Compensation paid to a Participant for services
rendered to the Employer while employed as an Eligible Employee shall be taken
into account. Except as otherwise specifically provided in this Article 5, for
purposes of determining the amount and allocation of contributions under this
Article 5, Compensation shall not include reimbursements or other expense
allowances, fringe benefits (cash and non-cash), moving expenses, deferred
compensation, welfare benefits, and any items elected by the Employer with
respect to such contributions in Subsection 1.05(a) or (b), as applicable, of
the Adoption Agreement, but shall include amounts that are not includable in the


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gross income of the Participant under a salary reduction agreement by reason of
the application of Code Section 125, 402(a)(8), 402(h), or 403(b).

      If the initial Plan Year of a new plan consists of fewer than 12 months,
calculated from the Effective Date listed in Subsection 1.01(g)(1) of the
Adoption Agreement through the end of such initial Plan Year, Compensation for
purposes of determining the amount and allocation of contributions, other than
non-safe harbor Nonelective Employer Contributions, under this Article 5 for
such initial Plan Year shall include only Compensation for services during the
period beginning on the Effective Date listed in Subsection 1.01(g)(1) of the
Adoption Agreement and ending on the last day of the initial Plan Year.
Compensation for purposes of determining the amount and allocation of non-safe
harbor Nonelective Employer Contributions under this Article 5 for such initial
Plan Year shall include Compensation for the full 12-consecutive-month period
ending on the last day of the initial Plan Year.

5.03. Deferral Contributions. If so provided by the Employer in Subsection
1.07(a) of the Adoption Agreement, each Active Participant may elect to execute
a salary reduction agreement with the Employer to reduce his Compensation by a
specified percentage, not exceeding the percentage specified by the Employer in
Subsection 1.07(a)(1) of the Adoption Agreement, per payroll period, subject to
any exceptions elected by the Employer in Subsections 1.07(a)(2) and (3) of the
Adoption Agreement, and equal to a whole number multiple of one-percent. If
elected by the Employer in Subsection 1.07(a)(1)(A) of the Adoption Agreement,
in lieu of specifying a percentage of Compensation reduction, an Active
Participant may elect to reduce his Compensation by a specified dollar amount
per payroll period, provided that such dollar amount may not exceed the
percentage of Compensation specified by the Employer in Subsection 1.07(a)(1) of
the Adoption Agreement, subject to any exceptions elected by the Employer in
Subsections 1.07(a)(2) and (3) of the Adoption Agreement.

      An Active Participant's salary reduction agreement shall become effective
on the first day of the first payroll period for which the Employer can
reasonably process the request, but not earlier than the later of (a) the
effective date of the provisions permitting Deferral Contributions or (b) the
date the Employer adopts such provisions. The Employer shall make a Deferral
Contribution on behalf of the Participant corresponding to the amount of said
reduction. Under no circumstances may a salary reduction agreement be adopted
retroactively.

      An Active Participant may elect to change or discontinue the percentage or
dollar amount by which his Compensation is reduced by notice to the Employer as
provided in Subsection 1.07(a)(1)(B) or (C) of the Adoption Agreement.
Notwithstanding the Employer's election in Subsection 1.07(a)(1)(B) or (C) of
the Adoption Agreement, if the Employer has elected one of the safe harbor
contributions in Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption Agreement,
an Active Participant may elect to change or discontinue the percentage or
dollar amount by which his Compensation is reduced by notice to the Employer
within a reasonable period, as specified by the Employer (but not less than 30
days), of receiving the notice described in Section 6.10.


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      If elected by the Employer in Subsection 1.07(a)(4) of the Adoption
Agreement, if at the time that an Eligible Employee becomes an Active
Participant, such Eligible Employee does not affirmatively elect in accordance
with the preceding provisions of this Section 5.03 to reduce his Compensation by
an alternative percentage or dollar amount, if applicable, his Compensation
shall be reduced by the percentage specified by the Employer in Subsection
1.07(a) (4) of the Adoption Agreement, which amount shall be contributed to the
Plan on his behalf as a Deferral Contribution. Such Active Participant's
Compensation shall continue to be reduced and Deferral Contributions made to the
Plan on his behalf until the Active Participant elects to change or discontinue
the percentage by which his Compensation is reduced by notice to the Employer as
provided in Subsection 1.07(a)(1)(B) or (C) of the Adoption Agreement.

      As of the date he becomes an Active Participant, an Eligible Employee may
affirmatively elect not to have his Compensation reduced in accordance with the
preceding paragraph by notice filed with his Employer prior to the date he
becomes an Active Participant or within a reasonable period following such date
that ends no later than the date Compensation subject to reduction hereunder
becomes available to the Active Participant. At the time an Eligible Employee
becomes an Active Participant, the Employer shall provide such Eligible Employee
with a notice explaining the automatic reduction in his Compensation and his
right to elect either a different reduction amount or no reduction. The notice
shall describe the procedures for making such an election and the period in
which such an election must be made. In addition, the Employer shall provide
annual notices to Active Participants regarding the percentage or dollar amount
by which their Compensation is being reduced, if any, and their right to change
such percentage or dollar amount by notice to the Employer as provided in
Subsection 1.07(a)(1)(B) or (C) of the Adoption Agreement.

5.04. Employee Contributions. If the Employer elected to permit Deferral
Contributions in Subsection 1.07(a) of the Adoption Agreement and if so provided
by the Employer in Subsection 1.08(a)(1) of the Adoption Agreement, each Active
Participant may elect to make non-deductible 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 and not greater than ten-percent of such
Participant's Compensation for the Plan Year.

5.05. No Deductible Employee Contributions. No deductible Employee Contributions
may be made to the Plan. Deductible Employee Contributions made prior to January
1, 1987 shall be maintained in a separate Account. No part of the deductible
Employee Contributions Account shall be used to purchase life insurance.

5.06. Rollover Contributions. An Eligible Employee who is or was entitled to
receive an eligible rollover distribution, as defined in code Section 402(c) (4)
and Treasury Regulations issued thereunder, from a qualified plan (or an
individual retirement account holding only assets attributable to a distribution
from a qualified plan) may elect to contribute all or any portion of such
distribution to the Trust directly from such qualified plan or individual
retirement account or within 60 days of payment of such distribution to the


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Eligible Employee. Rollover Contributions shall only be made in the form of
cash, allowable Fund Shares, or, if and to the extent permitted by the Employer
with the consent of the Trustee, promissory notes evidencing a plan loan to the
Eligible Employee; provided, however, that Rollover Contributions shall only be
permitted in the form of promissory notes if the Plan otherwise provides for
loans.

      An Eligible Employee who has not yet become an Active Participant in the
Plan in accordance with the provisions of Article 3 may make a Rollover
Contribution to the Plan. Such Eligible Employee shall be treated as a
Participant under the Plan for all purposes of the Plan, except eligibility to
have Deferral Contributions made on his behalf and to receive an allocation of
Matching Employer or Nonelective Employer Contributions.

      The Administrator shall develop such procedures and require such
information from Eligible Employees as it deems necessary to insure that amounts
contributed under this Section 5.06 meet the requirements for tax-free rollovers
established by this Section 5.06 and by Code Section 402(c). No Rollover
Contributions may be made to the Plan until approved by the Administrator.

      If a Rollover Contribution made under this Section 5.06 is later
determined by the Administrator not to have met the requirements of this Section
5.06 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 such Rollover Contribution.

      A Participant's Rollover Contributions Account shall be subject to the
terms of the Plan, including Article 14, except as otherwise provided in this
Section. 5.06.

     Notwithstanding any other provision of this Section 5.06, the Employer may
direct the Trustee not to accept Rollover Contributions.

5.07. Qualified Nonelective Employer Contributions. The Employer may, in its
discretion, make a Qualified Nonelective Employer Contribution for the Plan Year
in a'ruy amount necessary to satisfy or help to satisfy the "ADP" test,
described in Section 6.03, and/or the "ACP" test, described in Section 6.06.
Qualified Nonelective Employer Contributions shall be made and allocated based
on Participants' "testing compensation", as defined in Subsection 6.01(t),
rather than Compensation, as defined in Subsection 2.01(j). Any Qualified
Nonelective Employer Contribution shall be allocated among the Accounts of
Non-Highly Compensated Employees who are Active Participants at any time during
the Plan Year as follows:

      (a) Unless the Employer elects the allocation formula in Subsection
      1.09(a)(2) of the Adoption Agreement, the Qualified Nonelective Employer
      Contribution shall be allocated at the election of the Employer either


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            (1) in the ratio that each eligible Active Participant's "testing
            compensation", as defined in Subsection 6.01(t), for the Plan Year
            bears to the total "testing compensation" paid to all eligible
            Active Participants for the Plan Year; or

            (2) as a uniform flat dollar amount for each eligible Active
            Participant for the Plan Year.

      (b) If the Employer elects the allocation formula in Subsection 1.09(a)(2)
      of the Adoption Agreement, the Qualified Nonelective Employer Contribution
      shall be allocated as follows:

            (1) The eligible Active Participant with the least "testing
            compensation", as defined in Subsection 6.01(t), for the Plan Year
            shall receive an allocation equal to the lowest of:

                  (A) the product of the maximum rate of Deferral Contributions
                  specified by the Employer in Subsection 1.07(a)(1) of the
                  Adoption Agreement multiplied by the eligible Active
                  Participant's "testing compensation" for the Plan Year;

                  (B) the maximum amount that may be contributed on the eligible
                  Active Participant's behalf under Code Section 415, taking
                  into account all other contributions made by or on behalf of
                  the eligible Active Participant to plans maintained by the
                  Employer or a Related Employer that are includable as "annual
                  additions", as defined in Subsection 6.01(b); or

                  (C) the full amount of the Qualified Nonelective Employer
                  Contribution.

            (2) The eligible Active Participant with the next lowest "testing
            compensation", as defined in Subsection 6.01(t), for the Plan Year
            shall receive an allocation equal to the lowest of:

                  (A) the product of the maximum rate of Deferral Contributions
                  specified by the Employer in Subsection 1.07(a)(1) of the
                  Adoption Agreement multiplied by the eligible Active
                  Participant's "testing compensation" for the Plan Year;

                  (B) the maximum amount that may be contributed on the eligible
                  Active Participant's behalf under Code Section 415, taking
                  into account all other contributions made by or on behalf of
                  the eligible Active Participant to plans maintained by the
                  Employer or a Related Employer that are includable as "annual
                  additions", as defined in Subsection 6.01(b); or

                  (C) the balance of any Qualified Nonelective Employer
                  Contribution remaining after allocation is made as provided in
                  Subsection 5.07(b)(l) above.


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            (3) The allocation in Subsection 5.07(b)(2) shall be applied
            individually to each remaining eligible Active Participant, in
            ascending order of "testing compensation", until the Qualified
            Nonelective Employer Contribution is fully allocated. Once the
            Qualified Nonelective Employer Contribution is fully allocated, no
            further allocation shall be made to the remaining eligible Active
            Participants.

      Active Participants shall not be required to satisfy any Hours of Service
or employment requirement for the Plan Year in order to receive an allocation of
Qualified Nonelective Employer Contributions.

      Qualified Nonelective Employer Contributions shall be distributable only
in accordance with the distribution provisions that are applicable to Deferral
Contributions; provided, however, that a Participant shall not be permitted to
take a hardship withdrawal of amounts credited to his Qualified Nonelective
Employer Contributions Account after the later of December 31, 1988 or the last
day of the Plan Year ending before July 1, 1989.

5.08. Matching Employer Contributions. If so provided by the Employer in Section
1.10 of the Adoption Agreement, the Employer shall make a Matching Employer
Contribution on behalf of each eligible Active Participant, as determined in
accordance with Subsection 1.10(d) and Section 1.12 of the Adoption Agreement,
who had Deferral Contributions made on his behalf during the Contribution
Period. The amount of the Matching Employer Contribution shall be determined in
accordance with Subsection 1.10(a) and/or (b) and/or the Safe Harbor Matching
Employer Contribution Addendum to the Adoption Agreement, as applicable.

5.09. Qualified Matching Employer Contributions. If so provided by the Employer
in Subsection 1.10(e) of the Adoption Agreement, prior to making its Matching
Employer Contribution (other than any safe harbor Matching Employer
Contribution) to the Plan, the Employer may designate all or a portion of such
Matching Employer Contribution as a Qualified Matching Employer Contribution.
The Employer shall notify the Trustee of such designation at the time it makes
its Matching Employer Contribution. Qualified Matching Employer Contributions
shall be distributable only in accordance with the distribution provisions that
are applicable to Deferral Contributions; provided, however, that a Participant
shall not be permitted to take a hardship withdrawal of amounts credited to his
Qualified Matching Employer Contributions Account after the later of December
31, 1988 or the last day of the Plan Year ending before July 1, 1989.

If the amount of an Employer's Qualified Matching Employer Contribution is
determined based on a Participant's compensation, and the Qualified Matching
Employer Contribution is necessary to satisfy the "ADP" test described in
Section 6.03, the compensation used in determining the amount of the Qualified
Matching Employer Contribution shall be "testing compensation", as defined in
Subsection 6.01(t) . If the Qualified Matching Employer Contribution is not
necessary to satisfy the "ADP" test described in Section 6.03, the compensation
used to determine the amount of the Qualified Matching Employer Contribution
shall be


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Compensation as defined in Subsection 2.01(j), modified as provided in Section
5.01.

5.10. Nonelective Employer Contributions. If so provided by the Employer in
Section 1.11 of the Adoption Agreement, the Employer shall make Nonelective
Employer Contributions to the Trust in accordance with Subsection 1.11(a) and/or
(b) of the Adoption Agreement to be allocated as follows:

      (a) If the Plan is a money purchase pension plan or the Employer has
      elected a fixed contribution formula, Nonelective Employer Contributions
      shall be allocated among eligible Active Participants, as determined in
      accordance with Subsection 1.1.1(c) and Section 1.12 of the Adoption
      Agreement, in the manner specified in Subsection 1.11(a) or the Safe
      Harbor Nonelective Employer Contribution Addendum to the Adoption
      Agreement, as applicable.

      (b) If the Employer has elected a discretionary contribution amount,
      Nonelective Employer Contributions shall be allocated among eligible
      Active Participants, as determined in accordance with Subsection 1.11(c)
      and Section 1.12 of the Adoption Agreement, as follows:

            (1) If the non-integrated formula is elected in Subsection 1.11(b)
            (1) of the Adoption Agreement, Nonelective Employer Contributions
            shall be allocated to eligible Active Participants in the ratio that
            each eligible Active Participant's Compensation bears to the total
            Compensation paid to all eligible Active Participants for the Plan
            Year; provided, however, that if the Plan is or is deemed to be a
            "top-heavy plan", as defined in Subsection 15.01(f), for any Plan
            Year, these allocation provisions shall be modified as provided in
            Section 15.04; or

            (2) If the integrated formula is elected in Subsection 1.11(b)(2) of
            the Adoption Agreement, Nonelective Employer Contributions shall be
            allocated in the following steps:

                  (A) First, to each eligible Active Participant in the same
                  ratio that the sum of the eligible Active Participant's
                  Compensation and "excess Compensation" for the Plan Year bears
                  to the sum of the Compensation and "excess Compensation" of
                  all eligible Active Participants for the Plan Year. This
                  allocation as a percentage of the sum of each eligible Active
                  Participant's Compensation and "excess Compensation" shall not
                  exceed the "permitted disparity limit", as defined in Section
                  1.11 of the Adoption Agreement.

                        Notwithstanding the foregoing, if in any Plan Year an
                  eligible Active Participant has reached the "cumulative
                  permitted disparity limit", such eligible Active Participant
                  shall receive an allocation under this Subsection
                  5.10(b)(2)(A) based on two times his Compensation for the Plan
                  Year, rather than the sum of his Compensation and "excess
                  Compensation" for the Plan Year. If an Active Participant did
                  not benefit under a qualified defined benefit plan or target
                  benefit plan for any Plan Year beginning on or after


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                  January 1, 1995, the Active Participant shall have no
                  "cumulative disparity limit".

                  (B) Second, if any Nonelective Employer Contributions remain
                  after the allocation in Subsection 5.10(b) (2) (A), the
                  remaining Nonelective Employer Contributions shall be
                  allocated to each eligible Active Participant in the same
                  ratio that the eligible Active Participant's Compensation for
                  the Plan Year bears to the total Compensation of all eligible
                  Active Participants for the Plan Year.

            Notwithstanding the provisions of Subsections 5.10(b)(2)(A) and (B)
      above, if in any Plan Year an eligible Active Participant benefits under
      another qualified plan or simplified employee pension, as defined in Code
      Section 408(k), that provides for or imputes permitted disparity, the
      Nonelective Employer Contributions for the Plan Year allocated to such
      eligible Active Participant shall be in the ratio that his Compensation
      for the Plan Year bears to the total Compensation paid to all eligible
      Active Participants.

            If the Plan is or is deemed to be a "top-heavy plan", as defined in
      Subsection 15.01(f), for any Plan Year, the allocation steps in
      Subsections 5.10(b)(2)(A) and (B) shall be modified as provided in Section
      15.04.

            For purposes of this Subsection 5.10(b)(2), the following
      definitions shall apply:

            (C) "Cumulative permitted disparity limit" means 35 multiplied by
            the sum of an Active Participant's annual permitted disparity
            fractions, as defined in Sections l.401(l)-5(b)(3) through (b)(7) of
            the Treasury Regulations, attributable to the Active Participant's
            total years of service under the Plan and any other qualified plan
            or simplified employee pension, as defined in Code Section 408(k),
            maintained by the Employer or a Related Employer. For each Plan Year
            commencing prior to January 1, 1989, the annual permitted disparity
            fraction shall be deemed to be one, unless the Participant never
            accrued a benefit under any qualified plan or simplified employee
            pension maintained by the Employer or a Related Employer during any
            such Plan Year. In determining the annual permitted disparity
            fraction for any Plan Year, the Employer may elect to assume that
            the full disparity limit has been used for such Plan Year.

            (D) "Excess Compensation" means Compensation in excess of the
            "integration level" specified by the Employer in Subsection
            1.11(b)(2) of the Adoption Agreement.

5.11. Vested Interest in Contributions. A Participant's vested interest in the
following sub-accounts shall be 100-percent:


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      (a) his Deferral Contributions Account;

      (b) his Qualified Nonelective Contributions Account;

      (c) his Qualified Matching Employer Contributions Account;

      (d) his Nonelective Employer Contributions Account attributable to
      Nonelective Employer Contributions made in accordance with the Safe Harbor
      Nonelective Employer Contribution Addendum to the Adoption Agreement that
      are intended to satisfy the safe harbor contribution requirement for
      deemed satisfaction of the "ADP" test described in Section 6.03;

      (e) his Matching Employer Contributions Account attributable to Matching
      Employer Contributions made in accordance with the Safe Harbor Matching
      Employer Contribution Addendum to the Adoption Agreement that are intended
      to satisfy the safe harbor contribution requirement for deemed
      satisfaction of the "ADP" test described in Section 6.03;

      (f) his Rollover Contributions Account;

      (g) his Employee Contributions Account; and

      (h) his deductible Employee Contributions Account.

      A Participant's vested interest in his Nonelective Employer Contributions
Account attributable to Nonelective Employer Contributions other than those
described in Subsection 5.11(d) above, shall be determined in accordance with
the vesting schedule elected by the Employer in Subsection 1.15(c)(1) of the
Adoption Agreement. A Participant's vested interest in his Matching Employer
Contributions Account attributable to Matching Employer Contributions other than
those described in Subsection 5.11(e) above, shall be determined in accordance
with the vesting schedule elected by the Employer in Subsection 1.15 (c) (2) of
the Adoption Agreement.

5.12. Time for Making Employer Contributions. The Employer shall 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). If the
Employer has elected an Hours of Service and/or last day requirement for
eligibility to receive an allocation of Matching Employer and/or Nonelective
Employer Contributions, the Employer may not fund such contributions prior to
the date as of which such eligibility requirements must be met.

      The Trustee shall 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 5, or to enforce, by suit or
otherwise, the Employer's obligation, if any, to make a contribution to the
Trustee.


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5.13. Return of Employer Contributions. The Trustee shall, upon request by the
Employer, return to the Employer the amount (if any) determined under Section
20.24. 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
attributable thereto, if and to the extent such losses exceed the gains and
income attributable thereto, but shall 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. To the extent such gains exceed losses,
the gains shall be forfeited and applied as provided in Section 11.09. In no
event shall 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.

Article 6. Limitations on Contributions.

6.01. Special Definitions. For purposes of this Article, the following
definitions shall apply:

      (a) "Aggregate limit" means the greater of (1) or (2) where (1) is the sum
      of (A) 125-percent of the greater of the average "deferral ratio" of the
      Active Participants who are Non-Highly Compensated Employees for the
      "testing year" or the average "contribution percentage" of Active
      Participants who are Non-Highly Compensated Employees for the "testing
      year" beginning with or within the "testing year" of the cash or deferred
      arrangement and (B) the lesser of 200-percent or two plus the lesser of
      such average "deferral ratio" or average "contribution percentage" and
      where (2) is the sum of (A) 125-percent of the lesser of the average
      "deferral ratio" of the Active Participants who are Non-Highly Compensated
      Employees for the "testing year" or the average "contribution percentage"
      of the Active Participants who are Non-Highly Compensated Employees for
      the "testing year" beginning with or within the "testing year" of the cash
      or deferred arrangement and (B) the lesser of 200-percent or two plus the
      greater of such average "deferral ratio' or average "contribution
      percentage".

      (b) "Annual additions" mean the sum of the following amounts allocated to
      an Active Participant for a Limitation Year:

            (1) all employer contributions allocated to an Active Participant's
            account under qualified defined contribution plans maintained by the
            "415 employer", including amounts applied to reduce employer
            contributions as provided under Section 11.09;

            (2) all employee contributions allocated to an Active Participant's
            account under a qualified defined contribution plan or a qualified
            defined benefit plan maintained by the "415 employer" if separate


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            accounts are maintained with respect to such Active Participant
            under the defined benefit plan;

            (3) all forfeitures allocated to an Active Participant's account
            under a qualified defined contribution plan maintained by the "415
            employer";

            (4) all amounts allocated, after March 31, 1984, to an "individual
            medical account" which is part of a pension or annuity plan
            maintained by the "415 employer";

            (5) all amounts derived from contributions paid or accrued after
            December 31, 1985, in taxable years ending after such date, which
            are attributable to post-retirement medical benefits allocated to
            the separate account of a key employee, as defined in Code Section
            4l9A(d)(3), under a "welfare benefit fund" maintained by the "415
            employer"; and

            (6) all allocations to an Active Participant under a "simplified
            employee pension".

      (c) "Contribution percentage" means the ratio (expressed as a percentage)
      of (1) the "contribution percentage amounts" allocated to an "eligible
      participant's" accounts for the Plan Year to (2) the "eligible
      participant's" "testing compensation" for the Plan Year.

      (d) "Contribution percentage amounts" mean:

            (1) any Employee Contributions made by an "eligible participant" to
            the Plan;

            (2) any Matching Employer Contributions, but excluding (A) Qualified
            Matching Employer Contributions that are taken into account in
            satisfying the "ADP" test described in Section 6.03 (except that
            such exclusion shall not apply for any Plan Year in which the "ADP"
            test described in Section 6.03 is deemed satisfied pursuant to
            Section 6.10) and (B) Matching Employer 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";

            (3) at the election of the Employer, Qualified Nonelective Employer
            Contributions, excluding Qualified Nonelective Employer
            Contributions that are taken into account in satisfying the "ADP"
            test described in Section 6.03; and

            (4) at the election of the Employer, Deferral Contributions,
            excluding Deferral Contributions that are taken into account in
            satisfying the "ADP" test described in Section 6.03.


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            Notwithstanding the foregoing, for any Plan Year in which the "ADP"
      test described in Section 6.03 is deemed satisfied pursuant to Section
      6.10, "contribution percentage amounts" shall not include the following:

            (5) any Deferral Contributions; and

            (6) if the requirements described in Section 6.11 for deemed
            satisfaction of the "ACP" test with respect to Matching Employer
            Contributions are met, any Matching Employer Contributions; or if
            the requirements described in Section 6.11 for deemed satisfaction
            of the "ACP" test with respect to Matching Employer Contributions
            are not met, any Matching Employer Contributions made on behalf of
            an "eligible participant" for the Plan Year that do not exceed four
            percent of the "eligible participant's" Compensation for the Plan
            Year.

            To be included in determining an "eligible, participant's"
      "contribution percentage" for a Plan Year, Employee Contributions must be
      made to the Plan before the end of such Plan Year and other "contribution
      percentage amounts" must be allocated to the "eligible participant's"
      Account as of a date within such Plan Year and made before the last day of
      the 12-month period immediately following the Plan Year to which the
      "contribution percentage amounts" relate. If an Employer has elected the
      prior year testing method described in Subsection 1.06(a)(2) of the
      Adoption Agreement, "contribution percentage amounts" that are taken into
      account for purposes of determining the "contribution percentages" of
      Non-Highly Compensated Employees for the prior year relate to such prior
      year. Therefore, such "contribution percentage amounts" must be made
      before the last day of the Plan Year being tested.

            Effective for Plan Years beginning on or after January 1, 1999, if
      an Employer elects to change from the current year testing method
      described in Subsection 1.06(a)(1) of the Adoption Agreement to the prior
      year testing method described in Subsection 1.06(a)(2) of the Adoption
      Agreement, the following shall not be considered "contribution percentage
      amounts" for purposes of determining the "contribution percentages" of
      Non-Highly Compensated Employees for the prior year immediately preceding
      the Plan Year in which the change is effective:

            (7) Qualified Matching Employer Contributions that were taken into
            account in satisfying the "ADP" test described in Section 6.03 for
            such prior year;

            (8) Qualified Nonelective Employer Contributions that were taken
            into account in satisfying the "ADP" test described in Section 6.03
            or the "ACP" test described in Section 6.06 for such prior year; and

            (9) all Deferral Contributions.

      (e) "Deferral ratio" means the ratio (expressed as a percentage) of (1)
      the amount of "includable contributions" made on behalf of an Active
      Participant


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      for the Plan Year to (2) the Active Participant's "testing compensation"
      for such Plan Year. An Active Participant who does not receive "includable
      contributions" for a Plan Year shall have a "deferral ratio" of zero.

      (f) "Defined benefit fraction" means a fraction, the numerator of which is
      the sum of the Active 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 "415 employer", each such annual benefit
      computed on the assumptions that the Active Participant shall remain in
      employment until the normal retirement age under each such plan (or the
      Active Participant's current age, if later) and that all other factors
      used to determine benefits under such plan shall 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 Code Sections 415(b)(1)(A) and 415(d) or 140-percent of the Active
      Participant's highest average Compensation for three consecutive calendar
      years of service during which the Active Participant was active in each
      such plan, including any adjustments under Code Section 415(b). However,
      if the Active 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 "415 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 Active 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 such plans made after May 5, 1986, under all such
      defined benefit plans that met, individually and in the aggregate, the
      requirements of Code Section 415 for all Limitation Years beginning before
      January 1, 1987.

      (g) "Defined contribution fraction" means a fraction, the numerator of
      which is the sum of all "annual additions" credited to an Active
      Participant for the current Limitation Year and all prior Limitation Years
      and the denominator of which is the sum of the "maximum permissible
      amounts" for the current Limitation Year and all prior Limitation Years
      during which the Participant was an Employee (regardless of whether the
      "415 employer" maintained a defined contribution plan in any such
      Limitation Year).

            If the Active 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 "415 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 the Plan. Under the adjustment an amount equal to the product of (1)
      the excess of the sum of the fractions over 1.0 and (2) the denominator of
      this fraction shall 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


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      disregarding any changes in the terms and conditions of the plans made
      after May 6, 1986, but using the Section 415 limitation applicable to the
      first Limitation Year beginning on or after January 1, 1987.

            For purposes of determining the "defined contribution fraction", the
      "annual additions" for Limitation Years beginning before January 1, 1987
      shall not be recomputed to treat all employee contributions as "annual
      additions".

      (h) "Determination year" means (1) for purposes of determining income or
      loss with respect to "excess deferrals", the calendar year in which the
      "excess deferrals" were made and (2) for purposes of determining income or
      loss with respect to "excess contributions", and "excess aggregate
      contributions", the Plan Year in which such "excess contributions" or
      "excess aggregate contributions" were made.

      (i) "Elective deferrals" mean all employer contributions, other than
      Deferral Contributions, made on behalf of a Participant pursuant to an
      election to defer under any qualified CODA as described in Code Section
      401(k), any simplified employee pension cash or deferred arrangement as
      described in Code Section 402(h)(1)(B), any eligible deferred compensation
      plan under Code Section 457, any plan as described under Code Section
      501(c)(18), and any employer contributions made on behalf of a Participant
      pursuant to a salary reduction agreement for the purchase of an annuity
      contract under Code Section 403(b). "Elective deferrals" shall not include
      any deferrals properly distributed as excess "annual additions".

      (j) "Eligible participant" means any Active Participant who is eligible to
      make Employee Contributions, or Deferral Contributions (if the Employer
      takes such contributions into account in calculating "contribution
      percentages"), or to receive a Matching Employer Contribution.
      Notwithstanding the foregoing, the term "eligible participant" shall not
      include any Active Participant who is 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.

      (k) "Excess aggregate contributions" with respect to any Plan Year mean
      the excess of

            (1) The aggregate "contribution percentage amounts" actually taken
            into account in computing the average "contribution percentages" of
            "eligible participants" who are Highly Compensated Employees for
            such Plan Year, over

            (2) The maximum amount of "contribution percentage amounts"
            permitted to be made on behalf of Highly Compensated Employees under
            Section 6.06 (determined by reducing "contribution percentage
            amounts" made for the Plan Year on behalf of "eligible participants"
            who are Highly Compensated Employees in order of their "contribution
            percentages" beginning with the highest of such "contribution
            percentages").


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            "Excess aggregate contributions" shall be determined after first
      determining "excess deferrals" and then determining "excess
      contributions".

      (l) "Excess contributions" with respect to any Plan Year mean the excess
      of

            (1) The aggregate amount of "includable contributions" actually
            taken into account in computing the average "deferral percentage" of
            Active Participants who are Highly Compensated Employees for such
            Plan Year, over

            (2) The maximum amount of "includable contributions" permitted to be
            made on behalf of Highly Compensated Employees under Section 6.03
            (determined by reducing "includable contributions" made for the Plan
            Year on behalf of Active Participants who are Highly Compensated
            Employees in order of their "deferral ratios", beginning with the
            highest of such "deferral ratios").

      (m) "Excess deferrals" mean those Deferral Contributions and/or "elective
      deferrals" that are includable in a Participant's gross income under Code
      Section 402(g) to the extent such Participant's Deferral Contributions
      and/or "elective deferrals" for a calendar year exceed the dollar
      limitation under such Code Section.

      (n) "Excess 415 amount" means the excess of an Active Participant's
      "annual additions" for the Limitation Year over the "maximum permissible
      amount".

      (o) "415 employer" means the Employer and any other employers which
      constitute a controlled group of corporations (as defined in Code Section
      414(b) as modified by Code Section 415(h)) or which constitute trades or
      businesses (whether or not incorporated) which are under common control
      (as defined in Code Section 414(c) as modified by Code Section 415(h)) or
      which constitute an affiliated service group (as defined in Code Section
      414(m)) and any other entity required to be aggregated with the Employer
      pursuant to regulations issued under Code Section 414(0).

      (p) "Includable contributions" mean:

            (1) any Deferral Contributions made on behalf of an Active
            Participant, 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 maintained by the Employer or a Related
            Employer and (b) Deferral Contributions that are taken into account
            in satisfying the "ACP" test described in Section 6.06;

            (2) at the election of the Employer, Qualified Nonelective Employer
            Contributions, excluding Qualified Nonelective Employer
            Contributions that are taken into account in satisfying the "ACP"
            test described in Section 6.06; and


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            (3) at the election of the Employer, Qualified Matching Employer
            Contributions; provided, however, that the Employer may not elect to
            treat Qualified Matching Employer Contributions as "includable
            contributions" for any Plan Year in which the "ADP" test described
            in Section 6.03 is deemed satisfied pursuant to Section 6.10.

            To be included in determining an Active Participant's "deferral
      ratio" for a Plan Year, "includable contributions" must be allocated to
      the Participant's Account as of a date within such Plan Year and made
      before the last day of the 12-month period immediately following the Plan
      Year to which the "includable contributions" relate. If an Employer has
      elected the prior year testing method described in Subsection 1.06(a)(2)
      of the Adoption Agreement, "includable contributions" that are taken into
      account for purposes of determining the "deferral ratios" of Non-Highly
      Compensated Employees for the prior year relate to such prior year.
      Therefore, such "includable contributions" must be made before the last
      day of the Plan Year being tested.

            Effective for Plan Years beginning on or after January 1, 1999, if
      an Employer elects to change from the current year testing method
      described in Subsection 1.06(a)(1) of the Adoption Agreement to the prior
      year testing method described in Subsection 1.06(a)(2) of the Adoption
      Agreement, the following shall not be considered "includable
      contributions" for purposes of determining the "deferral ratios" of
      Non-Highly Compensated Employees for the prior year immediately preceding
      the Plan Year in which the change is effective:

            (4) Deferral Contributions that were taken into account in
            satisfying the "ACP" test described in Section 6.06 for such prior
            year;

            (5) Qualified Nonelective Employer Contributions that were taken
            into account in satisfying the "ADP" test described in Section 6.03
            or the "ACP" test described in Section 6.06 for such prior year; and

            (6) all Qualified Matching Employer Contributions.

      (q) "Individual medical account" means an individual medical account as
      defined in Code Section 415(1)(2).

      (r) "Maximum permissible amount" means for a Limitation Year with respect
      to any Active Participant the lesser of (1) $30,000 (adjusted as provided
      in Code Section 415(d)) or (2) 25-percent of the Active 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 dollar limitation specified in
      clause (1) above shall be adjusted by multiplying it by a fraction the
      numerator of which is the number of months in the short Limitation Year
      and the denominator of which is 12. For purposes of determining the
      "maximum permissible amount" with respect to an Active Participant,
      Compensation shall include amounts that are not includable in the gross
      income of the Participant under a salary


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      reduction agreement by reason of the application of Code Section 125,
      402(a)(8), 402(h), or 403(b), unless the Employer elects to exclude such
      amounts under Subsection 1.05(a) or (b), as applicable, of the Adoption
      Agreement.

            The Compensation limitation specified in clause (2) above shall not
      apply to any contribution for medical benefits within the meaning of Code
      Section 401(h) or 419A(f)(2) after separation from service which is
      otherwise treated as an "annual addition" under Code Section 419A(d)(2) or
      415(1)(1).

      (s) "Simplified employee pension" means a simplified employee pension as
      defined in Code Section 408(k).

      (t) "Testing compensation" means compensation as defined in Code Section
      414(s). "Testing compensation" shall be based on the amount actually paid
      to a Participant during the "testing year" or, at the option of the
      Employer, during that portion of the "testing year" during which the
      Participant is an Active Participant; provided, however, that if the
      Employer elected different Eligibility Service requirements for purposes
      of eligibility to make Deferral Contributions and to receive Matching
      Employer Contributions, then "test compensation" must be based on the
      amount paid to a Participant during the full "testing year".

            The annual "testing compensation" of each Active Participant taken
      into account in applying the "ADP" test described in Section 6.03 and the
      "ACP" test described in Section 6.06 for any "testing year" shall not
      exceed the annual compensation limit under Code Section 401(a)(17) as in
      effect on the first day of the "testing year". This limit shall be
      adjusted by the Secretary to reflect increases in the cost of living, as
      provided in Code Section 401(a)(17)(B); provided, however, that the dollar
      increase in effect on January 1 of any calendar year is effective for
      "testing years" beginning in such calendar year. If a Plan determines
      "testing compensation" over a period that contains fewer than 12 calendar
      months (a "short determination period"), then the Compensation limit for
      such "short determination period" is equal to the Compensation limit for
      the calendar year in which the "short determination period" begins
      multiplied by the ratio obtained by dividing the number of full months in
      the "short determination period" by 12; provided, however, that such
      proration shall not apply if there is a "short determination period"
      because (1) the Employer elected in accordance with any rules and
      regulations issued by the Secretary of the Treasury or his delegate to
      apply the "ADP" test described in Section 6.03 and/or the "ACP" test
      described in Section 6.06 based only on Compensation paid during the
      portion of the "testing year" during which an individual was an Active
      Participant or (2) an Employee is covered under the Plan for fewer than 12
      calendar months.


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      (u) "Testing year" means

            (1) if the Employer has elected the current year testing method in
            Subsection 1.06(a)(1) of the Adoption Agreement, the Plan Year being
            tested.

            (2) if the Employer has elected the prior year testing method in
            Subsection 1.06(a)(2) of the Adoption Agreement, the Plan Year
            immediately preceding the Plan Year being tested.

      (v) "Welfare benefit fund" means a welfare benefit fund as defined in Code
      Section 419(e)

6.02. Code Section 492(g) Limit on Deferral Contributions. In no event shall the
amount of Deferral Contributions made under the Plan for a calendar year, when
aggregated with the "elective deferrals" made under any other plan maintained by
the Employer or a Related Employer, exceed the dollar limitation contained in
Code Section 402(g) in effect at the beginning of such calendar year.

      A Participant may assign to the Plan any "excess deferrals" made during a
calendar year by notifying the Administrator on or before March 15 following the
calendar year in which the "excess deferrals" were made 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 those "elective
deferrals" made to any other plan maintained by the Employer or a Related
Employer. Notwithstanding any other provision of the Plan, "excess deferrals",
plus any income and minus any loss allocable thereto, as determined under
Section 6.09, shall be distributed no later than April 15 to any Participant to
whose Account "excess deferrals" were so assigned for the preceding calendar
year and who claims "excess deferrals" for such calendar year.

      Any Matching Employer Contributions attributable to "excess deferrals",
plus any income and minus any loss allocable thereto, as determined under
Section 6.09, shall be forfeited and applied as provided in Section 11.09.

      "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 calendar year in which the "excess deferrals" were made.

6.03. Additional Limit on Deferral Contributions ("ADP" Test). Notwithstanding
any other provision of the Plan to the contrary, the Deferral Contributions made
with respect to a Plan Year on behalf of Active Participants who are Highly
Compensated Employees for such Plan Year may not result in an average "deferral
ratio" for such Active Participants that exceeds the greater of:

      (a) the average "deferral ratio" for the "testing year" of Active
      Participants who are Non-Highly Compensated Employees for the "testing
      year" multiplied by 1.25; or


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      (b) the average "deferral ratio" for the "testing year" of Active
      Participants who are Non-Highly Compensated Employees for the "testing
      year" multiplied by two, provided that the average "deferral ratio" for
      Active Participants who are Highly Compensated Employees for the Plan Year
      being tested does not exceed the average "deferral ratio" for Participants
      who are Non-Highly Compensated Employees for the "testing year" by more
      than two percentage points.

      For the first Plan Year in which the Plan provides a cash or deferred
arrangement, the average "deferral ratio" for Active Participants who are
Non-Highly Compensated Employees used in determining the limits applicable under
Subsections 6.03(a) and (b) shall be either three-percent or the actual average
"deferral ratio" for such Active Participants for such first Plan Year, as
elected by the Employer in Section 1.06(c) of the Adoption Agreement.

      The deferral ratios of Active Participants who are included in a unit of
Employees covered by an agreement which the Secretary of Labor finds to be a
collective bargaining agreement shall be disaggregated from the "deferral
ratios" of other Active Participant and the provisions of this Section 6.03
shall be applied separately with respect to each group.

      The "deferral ratio" for any Active Participant who is a Highly
Compensated Employee for the Plan Year being tested and who is eligible to have
"includable contributions" allocated to his accounts under two or more cash or
deferred arrangements described in Code Section 401(k) that are maintained by
the Employer or a Related Employer, shall be determined as if such "includable
contributions" were made under a single arrangement. If a Highly Compensated
Employee participates in two or more cash or deferred arrangements that have
different plan years, all cash or deferred arrangements ending with or within
the same calendar year shall be treated as a single arrangement. Notwithstanding
the foregoing, certain plans shall be treated as separate if mandatorily
disaggregated under regulations under Code Section 401(k).

      If this Plan satisfies the requirements of Code Section 401(k), 401(a)(4),
or 410(b) only if aggregated with one or more other plans, or if one or more
other plans satisfy the requirements of such Code Sections only if aggregated
with this Plan, then this Section 6.03 shall be applied by determining the
"deferral ratios" of Employees as if all such plans were a single plan. Plans
may be aggregated in order to satisfy Code Section 401(k) only if they have the
same plan year.

      The Employer shall maintain records sufficient to demonstrate satisfaction
of the "ADP" test and the amount of Qualified Nonelective and/or Qualified
Matching Employer Contributions used in such test.

6.04. Allocation and Distribution of "Excess Contributions". Notwithstanding any
other provision of this Plan, the "excess contributions" allocable to the
Account of a Participant, plus any income and minus any loss allocable thereto,
as determined under Section 6.09, shall be distributed to the Participant no
later than the last day of the Plan Year immediately following the Plan Year in


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which the "excess contributions" were made. If such excess amounts are
distributed more than 2 1/2 months after the last day of the Plan Year in which
the "excess contributions" were made, a ten-percent excise tax shall be imposed
on the Employer maintaining the Plan with respect to such amounts.

      The "excess contributions" allocable to a Participant's Account shall be
determined by reducing the "includable contributions" made for the Plan Year on
behalf of Active Participants who are Highly Compensated Employees in order of
the dollar amount of such "includable contributions", beginning with the highest
such dollar amount.

      "Excess contributions" shall be treated as "annual additions".

      Any Matching Employer Contributions attributable to "excess
contributions", plus any income and minus any loss allocable thereto, as
determined under Section 6.09, shall be forfeited and applied as provided in
Section 11.09.

6.05. Reductions in Deferral Contributions to Meet Code Requirements. In order
for the Plan to comply with the requirements of Code Sections 401(k), 402(g) and
415 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 Active Participant, or class of Active Participants, for the remainder of
that Plan Year, or the Administrator may require that all Deferral Contributions
to be made on behalf of an Active 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.

6.06. Limit on Matching Employer Contributions and Employee Contributions ("ACP"
Test). The provisions of this Section 6.06 shall not apply to Active
Participants who are 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.

      Notwithstanding any other provision of the Plan to the contrary, Matching
Employer Contributions and Employee Contributions made with respect to a Plan
Year by or on behalf of "eligible participants" who are Highly Compensated
Employees for such Plan Year may not result in an average "contribution
percentage" for such "eligible participants" that exceeds the greater of:

      (a) the average "contribution percentage" for the "testing year" of
      "eligible participants" who are Non-Highly Compensated Employees for the
      "testing year" multiplied by 1.25; or

      (b) the average "contribution percentage" for the "testing year" of
      "eligible participants" who are Non-Highly Compensated Employees for the
      "testing year" multiplied by two, provided that the average "contribution
      percentage" for the Plan Year being tested of "eligible participants" who
      are Highly Compensated Employees does not exceed the average "contribution
      percentage" for the "testing year" of "eligible participants" who are Non-


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      Highly Compensated Employees for the "testing year" by more than two
      percentage points.

      For the first Plan Year in which the Plan provides for "contribution
percentage amounts" to be made, the "ACP" for "eligible participants" who are
Non-Highly Compensated Employees used in determining the limits applicable under
paragraphs (a) and (b) of this Section 6.06 shall be determined under rules
similar to the rules under Code Section 401(k)(3)(E).

      The "contribution percentage" for any "eligible participant" who is a
Highly Compensated Employee for the Plan Year and who is eligible to have
"contribution percentage amounts" allocated to his accounts under two or more
plans described in Code Section 401(a) that are maintained by the Employer or a
Related Employer, shall be determined as if such "contribution percentage
amounts" were contributed under a single plan. If a Highly Compensated Employee
participates in two or more such plans that have different plan years, all plans
ending with or within the same calendar year shall be treated as a single plan.
Notwithstanding the foregoing, certain plans shall be treated as separate if
mandatorily disaggregated under Treasury Regulations issued under Code Section
401(m).

      If this Plan satisfies the requirements of Code Section 401(m), 401(a)(4)
or 410(b) only if aggregated with one or more other plans, or if one or more
other plans satisfy the requirements of such Code Sections only if aggregated
with this Plan, then this Section 6.06 shall be applied by determining the
"contribution percentages" of Employees as if all such plans were a single plan.
Plans may be aggregated in order to satisfy Code Section 401(m) only if they
have the same plan year.

      The Employer shall maintain records sufficient to demonstrate satisfaction
of the "ACP" test and the amount of Deferral Contributions, Qualified
Nonelective Employer Contributions, and/or Qualified Matching Employer
Contributions used in such test.

6.07. Allocation, Distribution, and Forfeiture of "Excess Aggregate
Contributions". Notwithstanding any other provision of the Plan, the "excess
aggregate contributions" allocable to the Account of a Participant, plus any
income and minus any loss allocable thereto, as determined under Section 6.09,
shall be forfeited, if forfeitable, or if not forfeitable, distributed to the
Participant no later than the last day of the Plan Year immediately following
the Plan Year in which the "excess aggregate contributions" were made. If such
excess amounts are distributed more than 2 1/2 months after the last day of the
Plan Year in which such "excess aggregate contributions" were made, a
ten-percent excise tax shall be imposed on the Employer maintaining the Plan
with respect to such amounts.

      The "excess aggregate contributions" allocable to a Participant's Account
shall be determined by reducing the "contribution percentage amounts" made for
the Plan Year on behalf of "eligible participants" who are Highly Compensated
Employees in order of the dollar amount of such "contribution percentage
amounts", beginning with the highest such dollar amount.


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      "Excess aggregate contributions" shall be treated as "annual additions".

      "Excess aggregate contributions" shall be forfeited or distributed from a
Participant's Employee Contributions Account, Matching Employer Contributions
Account and if applicable, the Participant's Deferral Contributions Account
and/or Qualified Nonelective Employer Contributions Account in the order
prescribed by the Trustee, which order shall be uniform with respect to all
Participants and non-discriminatory.

      Forfeitures of "excess aggregate contributions" shall first be applied to
pay Plan expenses and, if any excess remains, shall then either (a) be applied
to reduce Employer contributions or (b) be allocated among Active Participants'
Accounts, as elected by the Employer in Subsection 1.15(d) of the Adoption
Agreement.

6.08. Aggregate Limit on "Contribution Percentage Amounts" and "Includable
Contributions". The sum of the average "deferral ratio" and the average
"contribution percentage" of those Active Participants who are Highly
Compensated Employees during the Plan Year shall not exceed the "aggregate
limit". The average "deferral ratio" and average "contribution percentage" of
such Active Participants shall be determined after any corrections required to
meet the "ADP" test, described in Section 6.03, and the "ACP" test, described in
Section 6.06, have been made. Notwithstanding the foregoing, the "aggregate
limit" shall not be exceeded if either the average "deferral ratio" or the
average "contribution percentage" of such Active Participants for the Plan Year
does not exceed 1.25 multiplied by the average "deferral ratio" or the average
"contribution percentage", as applicable, for the "testing year" of the Active
Participants who are Non-Highly Compensated Employees for the "testing year".

      If the "aggregate limit" would be exceeded for any Plan Year, then the
limit shall be met by reducing the "contribution percentage amounts" contributed
for the Plan Year on behalf of the Active Participants who are Highly
Compensated Employees for such Plan Year (in order of their "contribution
percentages", beginning with the highest such "contribution percentage").
"Contribution percentage amounts" that are reduced as provided herein shall be
treated as "excess aggregate contributions". If for any Plan Year in which the
"ADP" test described in Section 6.03 is deemed satisfied pursuant to Section
6.10, the average "deferral ratio" of those Active Participants who are Highly
Compensated Employees during the Plan Year does not meet the "aggregate limit"
after reducing the "contribution percentage amounts" contributed on behalf of
such Active Participants to zero, no further reduction shall be required under
this Section 6.08.

6.09. Income or Loss on Distributable Contributions. The income or loss
allocable to "excess deferrals", "excess contributions", and "excess aggregate
contributions" shall be determined under one of the following methods:

      (a) the income or loss for the "determination year" allocable to the
      Participant's Account to which such contributions were made multiplied by
      a fraction, the numerator of which is the amount of the distributable
      contributions and the denominator of which is the balance of the


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      Participant's Account to which such contributions were made, determined
      without regard to any income or loss occurring during the "determination
      year"; or

      (b) the income or loss for the "determination year" determined under any
      other reasonable method, provided that such method is used consistently
      for all Participants in determining the income or loss allocable to
      distributable contributions hereunder 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 "determination
year" and the date of distribution shall be disregarded in determining income or
loss.

6.10. Deemed Satisfaction of "ADP" Test. Notwithstanding any other provision of
this Article 6 to the contrary, for any Plan Year beginning on or after January
1, 1999, if the Employer has elected one of the safe harbor contributions in
Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption Agreement and complies with
the notice requirements described herein for such Plan Year, the Plan shall be
deemed to have satisfied the "ADP" test described in Section 6.03. The Employer
shall provide a notice to each Active Participant during the Plan Year
describing the following:

      (a) the formula used for determining the amount of the safe harbor
      contribution to be made on behalf of Active Participants for the Plan
      Year;

      (b) any other contributions provided under the Plan and any requirements
      that Active Participants must satisfy to be entitled to receive such
      contributions;

      (c) the type and amount of Compensation that may be deferred under the
      Plan as Deferral Contributions;

      (d) the procedures for making a cash or deferred election under the Plan
      and the periods during which such elections may be made or changed; and

      (e) the withdrawal and vesting provisions applicable to contributions
      under the Plan.

      Such notice shall be written in a manner calculated to be understood by
the average Active Participant. The Employer shall provide the notice to each
Active Participant within one of the following periods, whichever is applicable:

      (f) if the employee is an Active Participant 90 days before the beginning
      of the Plan Year, within the period beginning 90 days and ending 30 days
      before the first day of the Plan Year; or

      (g) if the employee becomes an Active Participant after the date described
      in paragraph (f) above, within the period beginning 90 days before and
      ending on the date he becomes an Active Participant;


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provided, however, that for a Plan Year that begins on or after January 1, 1999,
but before April 1, 1999, such notice shall not be required to be provided to an
Active Participant earlier than March 1, 1999.

6.11. Deemed Satisfaction of "ACP" Test With Respect to Matching Employer
Contributions. A Plan that satisfies the requirements of Section 6.10 shall also
be deemed to have satisfied the "ACP" test described in Section 6.06 with
respect to Matching Employer Contributions, if Matching Employer Contributions
to the Plan for the Plan Year meet all of the following requirements: (a) the
percentage of Deferral Contributions matched does not increase as the percentage
of Compensation contributed increases; (b) Highly Compensated Employees are not
provided a greater percentage match than Non-Highly Compensated Employees; (c)
Deferral Contributions matched do not exceed six percent of a Participant's
Compensation; and (d) for Plan Years beginning on or after January 1, 2000, if
the Employer elected in Subsection 1.10(a)(2) or 1.10(b) of the Adoption
Agreement to provide discretionary Matching Employer Contributions, the Employer
also elected in Subsection 1.10(a)(2)(A) or 1.11(b)(1) of the Adoption
Agreement, as applicable, to limit the dollar amount of such discretionary
Matching Employer Contributions allocated to a Participant for the Plan Year to
no more than four percent of such Participant's Compensation for the Plan Year.

      If such Plan provides for Employee Contributions, the "ACP" test described
in Section 6.06 must be applied with respect to such Employee Contributions. For
purposes of applying the "ACP" test with respect to Employee Contributions,
Matching Employer Contributions and Nonelective Employer Contributions that
satisfy the vesting and distribution requirements applicable to safe harbor
contributions, but which are not required to comply with the safe harbor
contribution requirements may be taken into account.

6.12. Code Section 415 Limitations. Notwithstanding any other provisions of the
Plan, the following limitations shall apply:

      (a) Employer Maintains Single Plan: If the "415 employer" does not
      maintain any other qualified defined contribution plan or any "welfare
      benefit fund", "individual medical account", or "simplified employee
      pension" in addition to the Plan, the provisions of this Subsection
      6.12(a) shall apply.

            (1) If a Participant does not participate in, and has never
            participated in any other qualified defined contribution plan,
            "welfare benefit fund", "individual medical account", or "simplified
            employee pension" maintained by the "415 employer", which provides
            an "annual addition", the amount of "annual additions" to the
            Participant's Account for a Limitation Year shall not exceed the
            lesser of the "maximum permissible amount" or any other limitation
            contained in the Plan. If a 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
            shall be reduced so that the "annual additions" for the Limitation
            Year shall equal the "maximum permissible amount".


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            (2) Prior to the determination of a 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 415 amounts" carried over from prior
            Limitation Years.

            (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.

            (4) If there is an "excess 415 amount" with respect to a Participant
            for a Limitation Year as a result of the estimation of the
            Participant's Compensation for the Limitation Year, the allocation
            of forfeitures to the Participant's Account, or a reasonable error
            in determining the amount of Deferral Contributions that may be made
            on behalf of the Participant under the limits of this Section 6.12,
            such "excess 415 amount" shall be disposed of as follows:

                  (A) Any Employee Contributions shall be reduced to the extent
                  necessary to reduce the "excess 415 amount".

                  (B) If after application of Subsection 6.12(a)(4)(A) an
                  "excess 415 amount" still exists, any Deferral Contributions
                  shall be reduced to the extent necessary to reduce the "excess
                  415 amount".

                  (C) If after application of Subsection 6.12(a)(4)(B) an
                  "excess 415 amount" still exists, any Matching Employer
                  Contributions shall be reduced to the extent necessary to
                  reduce the "excess 415 amount".

                  (D) If after the application of Subsection 6.12(a)(4)(C) an
                  "excess 415 amount" still exists, any Nonelective Employer
                  Contributions shall be reduced to the extent necessary to
                  reduce the "excess 415 amount".

                  (E) If after the application of Subsection 6.12(a)(4)(D) an
                  "excess 415 amount" still exists, any Qualified Nonelective
                  Employer Contributions shall be reduced to the extent
                  necessary to reduce the "excess 415 amount".

                  Employee Contributions and Deferral Contributions that are
            reduced as provided above shall be returned to the Participant. Any
            income allocable to returned Employee Contributions or Deferral
            Contributions shall also be returned or shall be treated as
            additional "annual additions" for the Limitation Year in which the
            excess contributions to which they are allocable were made.

                  If Matching Employer, Nonelective Employer, or Qualified
            Nonelective Employer Contributions to a Participant's Account are
            reduced as an


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            "excess 415 amount", as provided above, and the individual is still
            an Active Participant at the end of the Limitation Year, then such
            "excess 415 amount" shall be reapplied to reduce future Employer
            contributions under the Plan for the next Limitation Year (and for
            each succeeding Limitation Year, as necessary) for such Participant,
            so that in each such Limitation Year the sum of the actual Employer
            contributions made on behalf of such Participant plus the reapplied
            amount shall equal the amount of Employer contributions which would
            otherwise be made to such Participant's Account. If the individual
            is not an Active Participant at the end of a Limitation Year, then
            such "excess 415 amount" shall be held unallocated in a suspense
            account. The suspense account shall be applied to reduce future
            Employer contributions for all remaining Active Participants in the
            next Limitation Year and each succeeding Limitation Year if
            necessary.

                  If a suspense account is in existence at any time during the
            Limitation Year pursuant to this Subsection 6.12(a)(4), it shall
            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 Active Participants before any Employer contribution
            may be made for the Limitation Year.

                  Except as otherwise specifically provided in this Subsection
            6.12, "excess 41.5 amounts" may not be distributed to Participants.

      (b) Employer Maintains Multiple Defined Contribution Type Plans: Unless
      the Employer specifies another method for limiting "annual additions" in
      the 415 Correction Addendum to the Adoption Agreement, if the "415
      employer" maintains any other qualified defined contribution plan or any
      "welfare benefit fund", "individual medical account", or "simplified
      employee pension" in addition to the Plan, the provisions of this
      Subsection 6.12(b) shall apply.

            (1) If a Participant is covered under any other qualified defined
            contribution plan or any "welfare benefit fund", "individual medical
            account", or "simplified employee pension" maintained by the "415
            employer", that provides an "annual addition", the amount of "annual
            additions" to the 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 defined
                  contribution plans and "welfare benefit funds", "individual
                  medical accounts", and "simplified employee pensions", or

                  (B) any other limitation contained in the Plan.

                  If the "annual additions" with respect to a Participant under
            other qualified defined contribution plans, "welfare benefit funds",
            "individual medical accounts", and "simplified employee pensions"


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            maintained by the "415 employer" are less than the "maximum
            permissible amount" and a contribution that would otherwise be
            contributed or allocated to the Participant's Account under the Plan
            would cause the "annual additions" for the Limitation Year to exceed
            the "maximum permissible amount", the amount to be contributed or
            allocated shall be reduced so that the "annual additions" for the
            Limitation Year shall equal the "maximum permissible amount". If the
            "annual additions" with respect to the Participant under such other
            qualified 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 shall be contributed or allocated to the
            Participant's Account under the Plan for the Limitation Year.

            (2) Prior to the determination of a Participant's actual
            Compensation for the Limitation Year, the amounts, referred to in
            Subsection 6.12(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 415 amounts" carried
            over from prior Limitation Years.

            (3) As soon as is administratively feasible after the end of the
            Limitation Year, the amounts referred to in Subsection 6.12(b)(1)(A)
            shall be determined on the basis of the Participant's actual
            Compensation for such Limitation Year.

            (4) Notwithstanding the provisions of any other plan maintained by a
            "415 employer", if there is an "excess 415 amount" with respect to a
            Participant for a Limitation Year as a result of estimation of the
            Participant's Compensation for the Limitation Year, the allocation
            of forfeitures to the Participant's account under any qualified
            defined contribution plan maintained by the "415 employer", or a
            reasonable error in determining the amount of Deferral Contributions
            that may be made on behalf of the Participant to the Plan or any
            other qualified defined contribution plan maintained by the "415
            employer" under the limits of this Subsection 6.12(b), such "excess
            415 amount" shall be deemed to consist first of the "annual
            additions" allocated to this Plan and shall be reduced as provided
            in Subsection 6.12(a)(4); provided, however, that if the "415
            employer" maintains both a profit sharing plan and a money purchase
            pension plan under this Basic Plan Document, "annual additions" to
            the money purchase pension plan shall be reduced only after all
            "annual additions" to the profit sharing plan have been reduced.

      (c) Employer Maintains or Maintained Defined Benefit Plan: For Limitation
      Years beginning prior to January 1, 2000, if the "415 employer" maintains,
      or at any time maintained, a qualified defined benefit plan, the sum of
      any Participant's "defined benefit plan fraction and "defined contribution
      plan fraction" shall not exceed the combined plan limitation of 1.00 in
      any such Limitation Year. The combined plan limitation shall be met by
      reducing


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      "annual additions" under the Plan, unless otherwise provided in the
      qualified defined benefit plan.

      (d) Adjustment to Compensation: Compensation for purposes of this Section
      6.12 shall include amounts that are not includable in the gross income of
      the Participant under a salary reduction agreement by reason of the
      application of Code Section 125, 402(a)(8), 402(h), or 403(b).

Article 7. Participants' Accounts.

7.01. Individual Accounts. The Administrator shall establish and maintain an
Account for each Participant that shall 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 shall 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. The
Administrator shall notify the Trustee of all Accounts established and
maintained under the Plan.

7.02. Valuation of Accounts. Participant Accounts shall 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 shall be allocated to such Account. Participants
shall be furnished statements of their Account values at least once each Plan
Year.

Article 8. Investment of Contributions.

8.01. Manner of Investment. All contributions made to the Accounts of
Participants shall be held for investment by the Trustee. Except as otherwise
specifically provided in Section 20.10, the Accounts of Participants shall be
invested and reinvested only in Permissible Investments selected by the Employer
and designated in the Service Agreement.

8.02. Investment Decisions. Investments shall be directed by the Employer or by
each Participant or both, in accordance with the Employer's election in
Subsection 1.23(a) of the Adoption Agreement. Pursuant to Section 20.04, 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 Permissible Investments designated
      in the Service Agreement.


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      (b) If Participant investment direction is elected, each Participant shall
      direct the investment of his Account among the Permissible Investments
      designated in the Service Agreement. The Participant shall file initial
      investment instructions with the Administrator, on such form as the
      Administrator may provide, selecting the Permissible Investments in which
      amounts credited to his Account shall be invested.

            (1) Except as provided in this Section 8.02, 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 Code Section
            414(p), an alternate payee shall make investment decisions with
            respect to any segregated account established in the name of the
            alternate payee as provided in Section 18.04.

            (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 Permissible Investment selected
            by the Employer for such purposes or, absent Employer selection, in
            the most conservative Permissible Investment designated in the
            Service Agreement, until investment instructions have been received
            by the Trustee.

            If the Employer so provides in Subsection 1.23(b) of the Adoption
      Agreement, the Plan is intended to constitute a plan described in ERISA
      Section 404(c) and regulations issued thereunder. The fiduciaries of the
      Plan shall be relieved of liability for any losses that are the direct and
      necessary result of investment instructions given by the Participant, his
      Beneficiary, or an alternate payee under a qualified domestic relations
      order. The Employer shall not be relieved of fiduciary responsibility for
      the selection and monitoring of the Permissible Investments under the
      Plan.

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

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

8.03. Participant Directions to Trustee. The method and frequency for change of
investments shall be determined under (a) the rules applicable to the
Permissible Investments selected by the Employer and designated in the Service
Agreement and (b) any additional rules of the Employer 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


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advise him regarding the purchase, retention, or sale of assets credited to his
Account.

Article 9. Participant Loans.

9.01. Special Definitions. For purposes of this Article, the following special
definitions shall apply:

      (a) "Participant" means any Participant or Beneficiary, including an
      alternate payee under a qualified domestic relations order, as defined in
      Code Section 414(p), who is a party-in-interest (as determined under ERISA
      Section 3(14)) with respect to the Plan.

      (b) "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.

      (c) "Shareholder-employee" means an employee or officer of an electing
      small business (Subchapter 5) corporation who owns (or is considered as
      owning within the meaning of Code Section 318(a)(1) ), on any day during
      the taxable year of such corporation, more than five-percent of the
      outstanding stock of the corporation.

9.02. Participant Loans. If so provided by the Employer in Section 1.17 of the
Adoption Agreement, the Administrator shall allow "participants" to apply for a
loan from their Accounts under the Plan, subject to the provisions of this
Article 9.

9.03. Separate Loan Procedures. All Plan loans shall be made and administered in
accordance with separate loan procedures that are hereby incorporated into the
Plan by reference.

9.04. Availability of Loans. Loans shall be made available to all "participants"
on a reasonably equivalent basis. Notwithstanding the preceding sentence, no
loans shall be made to (a) an Eligible Employee who makes a Rollover
Contribution in accordance with Section 5.06, but who has not satisfied the
requirements of Section 4.01 to become an Active Participant or (b) a
"shareholder-employee" or "owner-employee".

      Loans shall not be made available to "participants" who are Highly
Compensated Employees in an amount greater than the amount made available to
other "participants".

9.05. Limitation on Loan Amount. No loan to any "participant" shall be made to
the extent that such loan when added to the outstanding balance of all other
loans to the "participant" would exceed the lesser of (a) $50,000 reduced by the
excess (if any) of the highest outstanding balance of plan loans during the
one-year period ending on the day before the loan is made over the outstanding


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balance of plan loans on the date the loan is made, or (b) one-half the present
value of the "participant's" vested interest in his Account. For purposes of the
above limitation, plan loans include all loans from all plans maintained by the
Employer and any Related Employer.

9.06. Interest Rate. 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.

9.07. Level Amortization. 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. Notwithstanding the foregoing, the amortization requirement may be
waived for a period not exceeding one year during which a "participant" is on a
leave of absence from employment with the Employer and any Related Employer
either without pay or at a rate of pay which, after withholding for employment
and income taxes, is less than the amount of the installment payments required
under the terms of the loan. Installment payments must resume after such leave
of absence ends or, if earlier, after the first year of such leave of absence,
in an amount that is not less than the amount of the installment payments
required under the terms of the original loan. No waiver of the amortization
requirements shall extend the period of the loan beyond five years from the date
of the loan, unless the loan is for purchase of the "participant's" primary
residence.

9.08. Security. Loans must be secured by the "participant's" vested interest in
his Account not to exceed 50-percent of such vested interest. If the provisions
of Section 14.04 apply to a Participant, a Participant must obtain the consent
of his or her spouse, if any, to use his vested interest in his Account as
security for the loan. 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 or notary public. Such
consent shall thereafter be binding with respect to the consenting spouse or any
subsequent spouse with respect to that loan.

9.09. Transfer and Distribution of Loan Amounts from Permissible Investments.
The Trustee shall determine from among the Permissible Investments in which a
"participant's" Account is invested the Permissible Investments from which the
loan amount shall be transferred and distributed.

9.10. Default. The Administrator shall treat a loan in default if

      (a) any scheduled repayment remains unpaid at the end of the period
      specified in the separate loan procedures (unless payment is not made due
      to


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      a waiver of the amortization schedule for a "participant" who is on a
      leave of absence, as described in Section 9.07), or

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

      Upon default, 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 interest in his
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 interest in his Account as
soon as a distributable event occurs. The Trustee shall have no obligation to
foreclose on the promissory note and offset the outstanding balance of the loan
except as directed by the Administrator.

9.11. Effect of Termination Where Participant has Outstanding Loan Balance. If a
Participant has an outstanding loan balance at the time his employment
terminates, the entire outstanding principal and accrued interest shall be
immediately due and payable. Any outstanding loan amounts that are immediately
due and payable hereunder shall be treated in accordance with the provisions of
Sections 9.10 and 9.12 as if the Participant had defaulted on the outstanding
loan.

9.12. Deemed Distributions Under Code Section 72(p). Notwithstanding the
provisions of Section 9.10, if a "participant's" loan is in default, the
"participant" shall be treated as having received a taxable "deemed
distribution" for purposes of Code Section 72(p), whether or not a distributable
event has occurred. The amount of a loan that is a deemed distribution ceases to
be an outstanding loan for purposes of Code Section 72, except as otherwise
specifically provided herein, and a Participant shall not be treated as having
received a taxable distribution when the Participant's Account is offset by the
outstanding balance of the loan amount as provided in Section 9.10. In addition,
interest that accrues on a loan after it is deemed distributed shall not be
treated as an additional loan to the Participant and shall not be included in
the income of the Participant as a deemed distribution. Notwithstanding the
foregoing, unless a Participant repays a loan that has been deemed distributed,
with interest thereon, the amount of such loan, with interest, shall be
considered an outstanding loan under Code Section 72(p) for purposes of
determining the applicable limitation on subsequent loans under Section 9.05.

      If a Participant makes payments on a loan that has been deemed
distributed, payments made on the loan after the date it was deemed distributed
shall be treated as Employee Contributions to the Plan for purposes of
increasing the Participant's tax basis in his Account, but shall not be treated
as Employee Contributions for any other purpose under the Plan, including
application of the "ACP" test described in Section 6.06 and application of the
Code Section 415 limitations described in Section 6.12.


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      The provisions of this Section 9.12 regarding treatment of loans that are
deemed distributed shall be effective as of

      (a) the Effective Date, if the Plan is a new plan or is an amendment and
      restatement of a plan that administered loans in accordance with the
      provisions of Q & A 19 and 20 of Section l.72(p)-l of the Proposed
      Treasury Regulations immediately prior to the Effective Date or

      (b) as of the January 1 coinciding with or immediately following the
      Effective Date, in any other case.

Any loan that was deemed distributed prior to the date the provisions of this
Section 9.12 are effective shall be administered in accordance with the
provisions of this Section 9.12 to the extent such administration is consistent
with the transition rules in Q & A 21(c)(2) of Section l.72(p)-l of the Proposed
Treasury Regulations.

9.13. Determination of Account Value Upon Distribution Where Plan Loan is
Outstanding. Notwithstanding any other provision of the Plan, the portion of a
"participant's" vested interest in his Account that is held by the Plan as
security for a loan outstanding to the "participant" in accordance with the
provisions of this Article shall reduce 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-percent of a "participant's" vested interest in his
Account (determined without regard to the preceding sentence) is payable to the
"participant's" surviving spouse or other Beneficiary, then the Account shall be
adjusted by first reducing the "participant's" vested interest in his Account by
the amount of the security used as repayment of the loan, and then determining
the benefit payable to the surviving spouse or other Beneficiary.

Article 10. In-Service Withdrawals.

10.01. Availability of In-Service Withdrawals. Except as otherwise permitted
under Section 11.02 with respect to Participants who continue in employment past
Normal Retirement Age, or as required under Section 12.04 with respect to
Participants who continue in employment past their Required Beginning Date, a
Participant shall not be permitted to make a withdrawal from his Account under
the Plan prior to retirement or termination of employment with the Employer and
all Related Employers, if any, except as provided in this Article.

10.02. Withdrawal of Employee Contributions. A Participant may elect to
withdraw, in cash, up to 100-percent of the amount then credited to his Employee
Contributions Account. Such withdrawals may be made at any time, unless the
Employer elects in Subsection 1.18(c) to limit the frequency of such
withdrawals.

10.03. Withdrawal of Rollover Contributions. A Participant may elect to
withdraw, in cash, up to 100-percent of the amount then credited to his Rollover
Contributions Account. Such withdrawals may be made at any time.


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10.04. Age 59 1/2 Withdrawals. If so provided by the Employer in Subsection
1.18(b) or the Protected In-Service Withdrawals Addendum to the Adoption
Agreement, a Participant who continues in employment as an Employee and 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 Subsection 1.18(b) or the
Protected In-Service Withdrawals Addendum to the Adoption Agreement, as
applicable.

10.05. Hardship Withdrawals. If so provided by the Employer in Subsection
1.18(a) or the Protected In-Service Withdrawals Addendum to the Adoption
Agreement, a Participant who continues in employment as an Employee may apply to
the Administrator for a hardship withdrawal of all or any portion of his
Deferral Contributions Account (excluding any earnings thereon accrued after the
later of December 31, 1988 or the last day of the last Plan Year ending before
July 1, 1989). The minimum amount that a Participant may withdraw because of
hardship is $500.

      For purposes of this Section 10.05, a withdrawal is made on account of
hardship if made on account of an immediate and heavy financial need of the
Participant where such Participant 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:

      (a) The following are the only financial needs considered immediate and
      heavy:

            (1) expenses incurred or necessary for medical care (within the
            meaning of Code Section 213(d)) of the Participant, the
            Participant's spouse, children, or dependents;

            (2) the purchase (excluding mortgage payments) of a principal
            residence for the Participant;

            (3) payment of tuition, related educational fees, and room and board
            for the next 12 months of post-secondary education for the
            Participant, the Participant's spouse, children or dependents;

            (4) the need to prevent the eviction of the Participant from, or a
            foreclosure on the mortgage of, the Participant's principal
            residence; or

            (5) any other financial need determined to be immediate and heavy
            under rules and regulations issued by the Secretary of the Treasury
            or his delegate.

      (b) A distribution shall be considered as necessary to satisfy an
      immediate and heavy financial need of the Participant only if:

            (1) The Participant has obtained all distributions, other than the
            hardship withdrawal, and all nontaxable (at the time of the loan)
            loans


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            currently available under all plans maintained by the Employer or
            any Related Employer;

            (2) The Participant suspends Deferral Contributions and Employee
            Contributions to the Plan for the 12-month period following the date
            of his hardship withdrawal. 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
            or any Related Employer, other than any mandatory employee
            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);

            (3) The withdrawal amount 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

            (4) The Participant agrees to limit Deferral Contributions (and
            "elective deferrals", as defined in Subsection 6.01(i)) to the Plan
            and any other qualified plan maintained by the Employer or a Related
            Employer for the calendar year immediately following the calendar
            year in which the Participant received the hardship withdrawal to
            the applicable limit under Code Section 402(g) for such calendar
            year less the amount of the Participant's Deferral Contributions
            (and "elective deferrals") for the calendar year in which the
            Participant received the hardship withdrawal.

10.06. Preservation of Prior Plan In-Service Withdrawal Rules. As indicated by
the Employer in Subsection 1.18(d) of the Adoption Agreement, to the extent
required under Code Section 411(d)(6), in-service withdrawals that were
available under a prior plan shall be available under the Plan.

      (a) If the Plan is a profit sharing plan, the following provisions shall
      apply to preserve prior in-service withdrawal provisions.

            (1) If the Plan is an amendment and restatement of a prior plan or
            is a transferee plan of a prior plan that provided for in-service
            withdrawals from a Participant's Matching Employer and/or
            Nonelective Employer Contributions Accounts of amounts that have
            been held in such Accounts for a specified period of time, a
            Participant shall be entitled to withdraw at any time prior to his
            termination of employment, subject to any restrictions applicable
            under the prior plan that the Employer elects in Subsection
            1.18(d)(1)(A)(i) of the Adoption Agreement to continue under the
            Plan as amended and restated hereunder (other than any mandatory
            suspension of contributions restriction), any vested amounts held in
            such Accounts for the period of time specified by the Employer in
            Subsection 1.18(d)(1)(A) of the Adoption Agreement.

            (2) If the Plan is an amendment and restatement of a prior plan or
            is a transferee plan of a prior plan that provided for in-service


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            withdrawals from a Participant's Matching Employer and/or
            Nonelective Employer Contributions Accounts by Participants with at
            least 60 months of participation, a Participant with at least 60
            months of participation shall be entitled to withdraw at any time
            prior to his termination of employment, subject to any restrictions
            applicable under the prior plan that the Employer elects in
            Subsection 1.19(d)(1)(B)(i) of the Adoption Agreement to continue
            under the Plan as amended and restated hereunder (other than any
            mandatory suspension of contributions restriction), any vested
            amounts held in such Accounts.

            (3) If the Plan is an amendment and restatement of a prior plan or
            is a transferee plan of a prior plan that provided for in-service
            withdrawals from a Participant's Matching Employer and/or
            Nonelective Employer Contributions Accounts under any other
            circumstances, a Participant who has met any applicable
            requirements, as set forth in the Protected In-Service Withdrawals
            Addendum to the Adoption Agreement, shall be entitled to withdraw at
            any time prior to his termination of employment any vested amounts
            held in such Accounts, subject to any restrictions applicable under
            the prior plan that the Employer elects to continue under the Plan
            as amended and restated hereunder, as set forth in the Protected
            In-Service Withdrawal Addendum to the Adoption Agreement.

      (b) If the Plan is a money purchase pension plan that is an amendment and
      restatement of a prior profit sharing plan or is a transferee plan of a
      prior profit sharing plan that provided for in-service withdrawals from
      any portion of a Participant's Account other than his Employee
      Contributions and/or Rollover Contributions Accounts, a Participant who
      has met any applicable requirements, as set forth in the Protected
      in-Service Withdrawals Addendum to the Adoption Agreement, shall be
      entitled to withdraw at any time prior to his termination of employment
      his vested interest in amounts attributable to such prior profit sharing
      accounts, subject to any restrictions applicable under the prior plan that
      the Employer elects to continue under the Plan as amended and restated
      hereunder (other than any mandatory suspension of contributions
      restriction), as set forth in the Protected In-Service Withdrawal Addendum
      to the Adoption Agreement.

10.07. Restrictions on In-Service Withdrawals. The following restrictions apply
to any in-service withdrawal made from a Participant's Account under this
Article:

      (a) If the provisions of Section 14.04 apply to a Participant's Account,
      the Participant must obtain the consent of his spouse, if any, to obtain
      an in-service withdrawal.

      (b) In-service withdrawals shall be made in a lump sum payment, except
      that if the provisions of Section 14.04 apply to a Participant's Account,
      the Participant may receive the in-service withdrawal in the form of a
      "qualified joint and survivor annuity", as defined in Subsection 14.01(a).


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      (c) Notwithstanding any other provision of the Plan to the contrary, a
      Participant shall not be permitted to make an in-service withdrawal from
      his Account of amounts attributable to contributions made to a money
      purchase pension plan, except employee contributions that were held in a
      separate account under such plan.

10.08. Distribution of Withdrawal Amounts. The Trustee shall determine from
among the Permissible Investments in which the Account from which a Participant
is receiving a withdrawal is invested the Permissible Investments from which the
withdrawal amount shall be distributed.

Article 11. Right to Benefits.

11.01. Normal or Early Retirement. Each Participant who continues in employment
as an Employee until his Normal Retirement Age or, if so provided by the
Employer in Subsection 1.13(b) of the Adoption Agreement, Early Retirement Age,
shall have a vested interest in his Account of 100-percent regardless of any
vesting schedule elected in Section 1.15 of the Adoption Agreement. If a
Participant retires upon the attainment of Normal or Early Retirement Age, such
retirement is referred to as a normal retirement.

11.02. Late Retirement. If a Participant continues in employment as an Employee
after his Normal Retirement Age, he shall continue to have a 100-percent vested
interest in his Account and shall 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.

11.03. Disability Retirement. If so provided by the Employer in Subsection
1.13(c) of the Adoption Agreement, a Participant who becomes disabled while
employed as an Employee shall have a 100-percent vested interest in his Account
regardless of any vesting schedule elected in Section 1.15 of the Adoption
Agreement. An Employee is considered disabled if he satisfies any of the
requirements for disability retirement selected by the Employer in Section 1.14
of the Adoption Agreement 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.

11.04. Death. If a Participant who is employed as an Employee dies, his Account
shall become 100-percent vested and his designated Beneficiary shall be entitled
to receive the balance of his Account, plus any amounts thereafter credited to
his Account. If a Participant whose employment as an Employee has terminated
dies, his designated Beneficiary shall be entitled to receive the Participant's
vested interest in his Account.

      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 shall be paid to his
surviving spouse or, if none, to his estate (such spouse or estate shall be
deemed to be


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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.

      Subject to the requirements of Section 14.04, a Participant may designate
a Beneficiary, or change any prior designation of Beneficiary 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 14.06.

11.05. Other Termination of Employment. If a Participant terminates his
employment with the Employer and all Related Employers, if any, for any reason
other than death or normal, late, or disability retirement, he shall be entitled
to a termination benefit equal to the sum of (a) his vested interest in the
balance of his Matching Employer and/or Nonelective Employer Contributions
Account (5), other than the balance attributable to safe harbor Matching
Employer and/or safe harbor Nonelective Employer Contributions elected by the
Employer in Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption Agreement, such
vested interest to be determined in accordance with the vesting schedule(s)
selected by the Employer in Section 1.15 of the Adoption Agreement, and (b) the
balance of his Deferral, Employee, Qualified Nonelective Employer, Qualified
Matching Employer, and Rollover Contributions Accounts, and the balance of his
Matching Employer or Nonelective Employer Contributions Account that is
attributable to safe harbor Matching Employer and/or safe harbor Nonelective
Employer Contributions.

11.06. Application for Distribution. Unless a Participant's Account is cashed
out as provided in Section 13.02, a Participant (or his Beneficiary, if the
Participant has died) who is entitled to a distribution hereunder must make
application, in a form acceptable to the Prototype Sponsor, for a distribution
from his Account. No distribution shall be made hereunder without proper
application therefor, except as otherwise provided in Section 13.02.

11.07. Application of Vesting Schedule Following Partial Distribution. If a
distribution from a Participant's Matching Employer and/or Nonelective Employer
Contributions Account has been made to him at a time when he is less than
100-percent vested in such Account balance, the vesting schedule(s) in Section
1.15 of the Adoption Agreement shall thereafter apply only to the balance of his
Account attributable to Matching Employer and/or Nonelective Employer
Contributions allocated after such distribution. The balance of the Account from
which such distribution was made shall be transferred to a separate account
immediately following such distribution.

      At any relevant time prior to a forfeiture of any portion thereof under
Section 11.08, a Participant's vested interest in such separate account shall be


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equal to P (AB + (RxD)) - (RxD), where P is the Participant's vested interest at
the relevant time determined under Section 11.05; AR 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 11.08 below, any balance in the Participant's
separate account shall remain 100-percent vested.

11.08. Forfeitures. If a Participant terminates his employment with the Employer
and all Related Employers before he is 100-percent vested in his Matching
Employer and/or Nonelective Employer Contributions Accounts, the non-vested
portion of his Account (including any amounts credited after his termination of
employment) shall be forfeited by him as follows:

      (a) If the Inactive Participant elects to receive distribution of his
      entire vested interest in his Account, the non-vested, portion of his
      Account shall be forfeited upon the complete distribution of such vested
      interest, subject to the possibility of reinstatement as provided in
      Section 11.10. For purposes of this Subsection, if the value of an
      Employee's vested interest in his Account balance is zero, the Employee
      shall be deemed to have received a distribution of his vested interest
      immediately following termination of employment.

      (b) If the Inactive Participant elects not to receive distribution of his
      vested interest in his Account following his termination of employment,
      the non-vested portion of his Account shall be forfeited after the
      Participant has incurred five consecutive Breaks in Vesting Service.

11.09. Application of Forfeitures. Any forfeitures occurring during a Plan Year
shall be used to reduce administrative expenses under the Plan. Any forfeitures
remaining after paying the administrative expenses of the Plan shall be applied
to reduce the contributions of the Employer next payable under the Plan, unless
the Employer has elected in Subsection 1.15(d)(3) of the Adoption Agreement that
such remaining forfeitures shall be allocated among the Accounts of Active
Participants who are eligible to receive allocations of Nonelective Employer
Contributions for the Plan Year in which the forfeiture occurs, as determined
under Subsection 1.11(c) and Section 1.12 of the Adoption Agreement. Forfeitures
that are allocated among the Accounts of eligible Active Participants shall be
allocated in the same manner as Nonelective Employer Contributions. If the plan
is a money purchase pension plan or the Employer has elected a fixed Nonelective
Employer Contribution rate rather than a discretionary rate, forfeitures shall
incrementally increase the amount allocated to the Accounts of eligible Active
Participants.

      Pending application, forfeitures shall be held in the Permissible
Investment selected by the Employer for such purpose or, absent Employer
selection, in the most conservative Permissible Investment designated by the
Employer in the Service Agreement.


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11.10. Reinstatement of Forfeitures. If a Participant forfeits any portion of
his Account under Subsection 11.08(a) because of distribution of his complete
vested interest in his Account, but again becomes an Employee, then the amount
so forfeited, without any adjustment for the earnings, expenses, losses, or
gains of the assets credited to his Account since the date forfeited, shall be
recredited to his Account (or to a separate account as described in Section
11.07, if applicable) if he meets all of the following requirements:

      (a) he again becomes an Employee before the date he incurs
      five-consecutive Breaks in Vesting Service following the date complete
      distribution of his vested interest was made to him; and

      (b) he repays to the Plan the amount previously distributed to him,
      without interest, within five years of his Reemployment Date. If an
      Employee is deemed to have received distribution of his complete vested
      interest as provided in Section 11.08, the Employee shall be deemed to
      have repaid such distribution on his Reemployment Date.

      Upon such an actual or deemed repayment, the provisions of the Plan
(including Section 11.07) shall thereafter apply as if no forfeiture had
occurred. The amount to be recredited pursuant to this paragraph shall be
derived first from the forfeitures, if any, which as of the date of recrediting
have yet to be applied as provided in Section 11.09 and, to the extent such
forfeitures are insufficient, from a special contribution to be made by the
Employer.

      No forfeitures shall occur solely as a result of a Participant's
withdrawal of Employee Contributions.

11.11. Adjustment for Investment Experience. If any distribution under this
Article 11 is not made in a single payment, the amount retained by the Trustee
after the distribution shall 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.

Article 12. Distributions

12.01. Restrictions on Distributions. A Participant, or his Beneficiary, may not
receive a distribution from his Deferral Contributions, Qualified Nonelective
Employer Contributions, or Qualified Matching Employer Contributions Accounts
earlier than upon the Participant's separation from service with the Employer
and all Related Employers, death, or disability, except as otherwise provided in
Article 10 or Section 12.04. Notwithstanding the foregoing, amounts may also be
distributed from such Accounts, 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 Code Section 4975(e) or 409) or a simplified employee pension plan as
      defined in Code Section 408(k).


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

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

12.02. Timing of Distribution Following Retirement or Termination of Employment.
Except as otherwise elected by the Employer in Subsection 1.20(a) and provided
in the Postponed Distribution Addendum to the Adoption Agreement, the balance of
a Participant's vested interest in his Account shall be distributable upon his
termination of employment with the Employer and all Related Employers, if any,
because of death, normal, early, or disability retirement (as permitted under
the Plan), or other termination of employment. Notwithstanding the foregoing, a
Participant whose vested interest in his Account exceeds, or at the time of any
prior distribution exceeded, $5,000 (or such larger amount as may be specified
in Code Section 417(e)(1)) may elect to postpone distribution of his Account
until his Required Beginning Date. A Participant who elects to postpone
distribution has a continuing election to receive such distribution prior to the
date as of which distribution is required, unless such Participant is reemployed
as an Employee.

12.03. Participant Consent to Distribution. If a Participant's vested interest
in his Account exceeds, or at the time of any prior distribution exceeded,
$5,000 (or such larger amount as may be specified in Code Section 417(e)(1)), no
distribution shall be made to the Participant before he reaches his Normal
Retirement Age (or age 62, if later), unless the consent of the Participant has
been obtained. Such consent shall be made within the 90-day period ending on the
Participant's Annuity Starting Date.

      The consent of the Participant's spouse must also be obtained if the
Participant's Account is subject to the provisions of Section 14.04, unless the
distribution shall be made in the form of a "qualified joint and survivor
annuity" as defined in Section 14.01. A spouse's consent to early distribution,
if required, must satisfy the requirements of Section 14.06.

      Neither the consent of the Participant nor the Participant's spouse shall
be required to the extent that a distribution is required to satisfy Code
Section 401(a)(9) or Code Section 415. In addition, upon termination of 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 shall, 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


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ownership plan as defined in Code Section 4975(e)(7)) then the Participant's
Account shall be transferred, without the Participant's consent, to the other
plan if the Participant does not consent to an immediate distribution.

12.04. Required Commencement of Distribution to Participants. In no event shall
distribution to a Participant commence later than the earlier of the dates
described in (a) and (b) below:

      (a) unless the Participant (and his spouse, if appropriate) elects
      otherwise, the 60th day after the close of the Plan Year in which occurs
      the latest of (i) the date on which the Participant attains Normal
      Retirement Age, or age 65, if earlier, (ii) the date on which the
      Participant's employment with the Employer and all Related Employers
      ceases, or (iii) the 10th anniversary of the year in which the Participant
      commenced participation in the Plan; and

      (b) the Participant's Required Beginning Date. A Participant, other than a
      five-percent owner, who attains age 70 1/2 prior to January 1, 1999 and
      who continues in employment with the Employer or a Related Employer may
      elect

            (1) if distribution to the Participant has not yet commenced, to
            defer the commencement of distribution to a date no later than the
            April 1 of the calendar year following the Participant's retirement.
            If the Plan provides for in-service withdrawals of all of a
            Participant's Accounts upon attainment of age 59 1/2 under Section
            1.18 of the Adoption Agreement, such Participant shall be deemed to
            have elected to defer the commencement of distribution.

            (2) if distribution to the Participant has already commenced, to
            cease further distribution and defer the re-commencement of
            distribution to a date no later than April 1 of the calendar year
            following the Participant's retirement. A Participant shall not be
            required to obtain spousal consent to an election to cease further
            distribution in accordance with the provision of this subsection.

                  The re-commencement of distribution to a Participant who has
            elected to cease further distribution hereunder shall not constitute
            a new Annuity Starting Date with respect to such Participant and
            distribution shall re-commence under the same form in effect prior
            to the date further distribution ceased in accordance with the
            Participant's election, unless such form is not an optional form of
            distribution available to retirees under the provisions of Section
            1.19 of the Adoption Agreement. If the form of distribution
            previously elected by the Participant is not available to retirees,
            distribution shall re-commence to the Participant in the form that
            would have been applicable to such Participant upon retirement if he
            had continued to receive distribution until retirement rather than
            electing to cease such distribution. A Participant shall not be
            required to obtain spousal consent to the re-commencement of
            distribution hereunder.


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                  Distributions that have been made through the purchase of an
            annuity contract are not subject to the provisions of this
            subsection 12.04(b)(2)

      Notwithstanding the provisions of Subsection 12.04(a) above, the failure
of a Participant (and the Participant's spouse, if applicable) to consent to a
distribution as required under Section 12.03, shall be deemed to be an election
to defer commencement of payment as provided in Subsection 12.04(a) above.

12.05. Required Commencement of Distribution to Beneficiaries. If a Participant
dies before his Annuity Starting Date, the Participant's Beneficiary shall
receive distribution of the Participant's vested interest in his Account in the
form provided under Article 13 or 14, as applicable, beginning as soon as
reasonably practicable following the date the Beneficiary's application for
distribution is filed with the Administrator. Unless distribution is to be made
over the life or over a period certain not greater than the life expectancy of
the Beneficiary, distribution of the Participant's entire vested interest shall
be made to the Beneficiary no later than the end of the fifth calendar year
beginning after the Participant's death. If distribution is to be made over the
life or over a period certain no greater than the life expectancy of the
Beneficiary, distribution shall commence no later than:

(a)   If the Beneficiary is not the Participant's spouse, the end of the first
      calendar year beginning after the Participant's death; or

(b)   If the Beneficiary is the Participant's spouse, the later of (i) the end
      of the first calendar year beginning after the Participant's death or (ii)
      the end of the calendar year in which the Participant would have attained
      age 70 1/2.

      If distribution is to be made to a Participant's spouse, it shall be made
available within a reasonable period of time after the Participant's death that
is no less favorable than the period of time applicable to other distributions.
In the event such spouse dies prior to the date distribution commences, he shall
be treated for purposes of this Section 12.05(other than Subsection 12.05(b)
above) as if he were the Participant. Any amount paid to a child of the
Participant shall 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.

      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.

      If a Participant dies on or after his Annuity Starting Date, but before
his entire vested interest in his Account is distributed, his Beneficiary shall
receive distribution of the remainder of the Participant's vested interest in
his Account beginning as soon as reasonably practicable following the
Participant's


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date of death in a form that provides for distribution at least as rapidly as
under the form in which the Participant was receiving distribution.

12.06. Whereabouts of Participants and Beneficiaries. The Administrator shall at
all times be responsible for determining the whereabouts of each Participant or
Beneficiary who may be entitled to benefits under the Plan and shall at all
times be responsible for instructing the Trustee in writing as to the current
address of each such Participant or Beneficiary. The Trustee shall be entitled
to rely on the latest written statement received from the Administrator as to
such addresses. The Trustee shall be under no duty to make any distributions
under the Plan 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 shall 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 shall notify the Administrator of such situation and thereafter the
Trustee shall be under no duty to make any further distributions to such
distributee until it receives further written instructions from the
Administrator.

      If the Administrator is unable after diligent attempts to locate a
Participant or Beneficiary who is entitled to a benefit under the Plan, the
benefit otherwise payable to such Participant or Beneficiary shall be forfeited
and applied to pay Plan expenses or reduce Employer contributions as provided in
Section 11.09. If a benefit is forfeited because the Administrator determines
that the Participant or Beneficiary cannot be found, such benefit shall be
reinstated by the Employer if a claim is filed by the Participant or Beneficiary
with the Administrator and the Administrator confirms the claim to the Employer.

Article 13. Form of Distribution.

13.01. Normal Form of Distribution Under Profit Sharing Plan. Unless the Plan is
a money purchase pension plan subject to the requirements of Article 14, or a
Participant's Account is otherwise subject to the requirements of Section 14.03
or 14.04, distributions to a Participant or to the Beneficiary of the
Participant shall be made in a lump sum in cash or, if elected by the
Participant (or the Participant `s Beneficiary, if applicable) and provided by
the Employer in Section 1.19 of the Adoption Agreement, under a systematic
withdrawal plan (installments). A Participant (or the Participant's Beneficiary,
if applicable) who is receiving distribution under a systematic withdrawal plan
may elect to accelerate installment payments or to receive a lump sum
distribution of the remainder of his Account balance. Distribution may also be
made hereunder in any non-annuity form that is a protected benefit and is
provided by the Employer in Section 1.19 or the Protected Benefit Forms Addendum
to the Adoption Agreement.

      Even if the Plan does not otherwise provide for distributions under a
systematic withdrawal plan, if distributions are required to commence to a
Participant while he is still employed by the Employer or a Related Company


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because his Required Beginning Date has occurred, the Participant may elect to
receive distributions under a systematic withdrawal plan that provides the
minimum distributions required under Code Section 401(a)(9), as determined under
Section 13.03 of the Plan. Minimum required distributions to a Participant
described in the preceding sentence shall only continue to such Participant
through the calendar year in which the Participant retires or otherwise
terminates employment. Distributions for calendar years following the calendar
year in which the Participant retires shall be made in one of the forms of
payment otherwise available under the Plan, as provided in Section 1.19 of the
Adoption Agreement.

      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(R) individual retirement account.

13.02. Mandatory Cash Out. Notwithstanding any other provision of the Plan to
the contrary, if a Participant's vested interest in his Account is $5,000 (or
such larger amount as may be specified in Code Section 417(e)(1)) or less, the
Participant's vested interest in his Account shall be distributed in a lump sum
as soon as practicable following the Participant's termination of employment
because of retirement, disability, death or other termination of employment. For
purposes of this Section, if a Participant's Account is subject to the
provisions of Section 14.04, his vested interest in his Account shall be deemed
to exceed $5,000 (or such larger amount as may be specified in Code Section
417(e)(1)) if the Participant's vested interest in his Account exceeded such
dollar amount at the time of any prior distribution.

13.03. Minimum Distributions. This Section applies to distributions under a
systematic withdrawal plan that are made on or after a Participant's Required
Beginning Date or his date of death, if earlier. This Section shall be
interpreted and applied in accordance with the regulations under Code Section
401(a)(9), 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.

      Distribution 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 or joint life expectancies of the Participant and his
Beneficiary or, if the Participant dies prior to the commencement of
distributions from his Account, the life expectancy of the Participant's
Beneficiary. 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. 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 (a) the applicable life expectancy, or
(b) 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


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import. Distributions after the death of the Participant shall be made using the
applicable life expectancy under (a) above, without regard to Section
1.401(a)(9)-2 of such regulations. For purposes of this Section 13.03, 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
Treasury Regulations.

      For purposes of this Section 13.03, the life expectancy of a Participant
or a Beneficiary who is the Participant's surviving spouse shall be recalculated
annually unless the Participant or the Participant's spouse 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.

      If the Participant dies after distribution of his benefits has begun,
distributions to the Participant's Beneficiary shall be made at least as rapidly
as under the method of distribution being used as of the date of the
Participant's death.

      A Participant's interest in his Account for purposes of this Section 13.03
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.

      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 13.03.

13.04. Direct Rollovers. Notwithstanding any other provision of the Plan to the
contrary, a "distributee" may elect, at the time and in the manner prescribed by
the Administrator, to have any portion or all of an "eligible rollover
distribution" paid directly to an "eligible retirement plan" specified by the
"distributee" in a direct rollover; provided, however, that this provision shall
not apply if the total "eligible rollover distribution" that the Participant is
reasonably expected to receive for the calendar year is less than $200 and that
a "qualified distributee" may not elect a direct rollover with respect to a
portion of an "eligible rollover distribution" if such portion totals less than
$500. For purposes of this Section 13.04, the following definitions shall apply:

      (a) "Distributee" means a Participant , the Participant's surviving
      spouse, and the Participant's spouse or former spouse who is the alternate
      payee under a qualified domestic relations order, who is entitled to
      receive a distribution from the Participant's vested interest in his
      Account.


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      (b) "Eligible retirement plan" means an individual retirement account
      described in Code Section 408(a), an individual retirement annuity
      described in Code Section 408(b), an annuity plan described in Code
      Section 403(a), or a qualified trust described in Code Section 401(a),
      that accepts "eligible rollover distributions". However, in the case of an
      "eligible rollover distribution" to a surviving spouse, an "eligible
      retirement plan" means an individual retirement account or individual
      retirement annuity.

      (c) "Eligible rollover distribution" means 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 the following:

            (1) 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;

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

            (3) 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);

            (4) any hardship withdrawal of Deferral Contributions made in
            accordance with the provisions of Section 10.05 or the Protected
            In-Service Withdrawals Addendum to the Adoption Agreement.

13.05. Notice Regarding Timing and Form of Distribution. Within the period
beginning 90 days before a Participant's Annuity Starting Date and ending 30
days before such date, the Administrator shall provide such Participant with
written notice containing a general description of the material features and an
explanation of the relative values of the forms of benefit available under the
Plan and informing the Participant of his right to defer receipt of the
distribution until his Required Beginning Date and his right to make a direct
rollover.

      Distribution may commence fewer than 30 days after such notice is given,
provided that:

      (a) 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);

      (b) the Participant, after receiving the notice, affirmatively elects a
      distribution, with his spouse's written consent, if necessary;


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      (c) if the Participant's Account is subject to the requirements of Section
      14.04, the following additional requirements apply:

            (1) the Participant is permitted to revoke his affirmative
            distribution election at any time prior to the later of (A) his
            Annuity Starting Date or (B) the expiration of the seven-day period
            beginning the day after such notice is provided to him; and

            (2) distribution does not begin to such Participant until such
            revocation period ends.

13.06. Determination of Method of Distribution. Subject to Section 13.02, the
Participant shall determine the method of distribution of benefits to himself
and may determine the method of distribution to his Beneficiary. Such
determination shall 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, shall
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 12.05 or, if earlier, the close of the calendar year in which the
fifth anniversary of the death of the Participant occurs.

13.07. Notice to Trustee. The Administrator shall notify the Trustee in any
medium acceptable to the Trustee, which may be specified in the Service
Agreement, whenever any Participant or Beneficiary is entitled to receive
benefits under the Plan. The Administrator's notice shall indicate the form of
payment of benefits that such Participant or Beneficiary shall receive, (in the
case of distributions to a Participant) the name of any designated Beneficiary
or Beneficiaries, and such other information as the Trustee shall require.

Article 14. Superseding Annuity Distribution Provisions.

14.01. Special Definitions. For purposes of this Article, the following special
definitions shall apply:

      (a) "Qualified joint and survivor annuity" means (1) if the Participant is
      not married on his Annuity Starting Date, an immediate annuity payable for
      the life of the Participant or (2) if the Participant is married on his
      Annuity Starting Date, 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 Annuity Starting Date) which is equal to at
      least 50-percent of the amount of the annuity which is payable during the
      joint lives of the Participant and such spouse, provided that the survivor
      annuity shall not be payable to a Participant's spouse if such spouse is
      not the same spouse to whom the Participant was married on his Annuity
      Starting Date.


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      (b) "Qualified preretirement survivor annuity" means an annuity purchased
      with at least 50-percent of a Participant's vested interest in his Account
      that is payable for the life of a Participant's surviving spouse. The
      Employer shall specify that portion of a Participant's vested interest in
      his Account that is to be used to purchase the "qualified preretirement
      survivor annuity" in Section 1.19 or the Protected Benefit Forms Addendum
      to the Adoption Agreement.

14.02. Applicability. The provisions of this Article shall apply to a
Participant's Account if:

      (a) the Plan is a money purchase pension plan;

      (b) the Plan is an amendment and restatement of a prior plan that provided
      an annuity form of payment;

      (c) the Participant's Account contains assets attributable to amounts
      directly or indirectly transferred from a plan that provided an annuity
      form of payment.

14.03. Annuity Form of Payment. To the extent provided in Subsection 1.19 or the
Protected Benefit Forms Addendum to the Adoption Agreement, a Participant may
elect distributions made in whole or in part in the form of an annuity contract.
Any annuity contract distributed under the Plan shall be subject to the
provisions of this Section 14.03 and, to the extent provided therein, Sections
14.04 through 14.09.

      (a) At the direction of the Administrator, the Trustee shall purchase the
      annuity contract on behalf of a Participant or Beneficiary from an
      insurance company. Such annuity contract shall be nontransferable.

      (b) The terms of the annuity contract shall comply with the requirements
      of the Plan and distributions under such contract shall be made in
      accordance with Code Section 401(a)(9) and the regulations thereunder.

      (c) The annuity contract may provide for payment over the life of the
      Participant and, upon the death of the Participant, may provide a survivor
      annuity continuing for the life of the Participant's designated
      Beneficiary. Such an annuity may provide for an annuity certain feature
      for a period not exceeding the life expectancy of the Participant 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 his Annuity Starting Date,
      the annuity contract distributed to the Participant's Beneficiary may
      provide for payment over the life of the Beneficiary, and may provide for
      an annuity certain feature for a period not exceeding the life expectancy
      of the Beneficiary. The types of annuity contracts provided under the Plan
      shall be limited to the types of annuities described in Section 1.19 and
      the Protected Benefit Forms Addendum to the Adoption Agreement.


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      (d) The annuity contract must provide for nonincreasing payments.

14.04. "Qualified Joint and Survivor Annuity" and "Qualified Preretirement
Survivor Annuity" Requirements. The requirements of this Section 14.04 apply to
a Participant's Account if:

      (a) the Plan is a money purchase pension plan;

      (b) the Employer has selected distribution in the form of a "qualified
      joint and survivor annuity" contract as the normal form of distribution
      with respect to such Participant's Account in Subsection 1.19(c)(1)(A)(ii)
      or the Protected Benefit Forms Addendum to the Adoption Agreement; or

      (c) the Participant is permitted to elect and has elected distribution in
      the form of an annuity contract payable over the life of the Participant.

If a Participant's Account is subject to the requirements of this Section 14.04,
distribution shall be made to the Participant in the form of a "qualified joint
and survivor annuity" (with a survivor annuity in the percentage amount
specified by the Employer in Subsection 1.19 or the Protected Benefit Forms
Addendum to the Adoption Agreement), unless the Participant waives the
"qualified joint and survivor annuity" as provided in Section 14.05. If the
Participant dies prior to his Annuity Starting Date, distribution shall be made
to the Participant's surviving spouse, if any, in the form of a "qualified
preretirement survivor annuity", unless the Participant waives the "qualified
preretirement survivor annuity" as provided in Section 14.05, or the
Participant's surviving spouse elects writing to receive distribution in one of
the other forms of payment provided under the Plan. If the Employer has
specified in Section 1.19 or the Protected Benefit Forms Addendum to the
Adoption Agreement that less than 100-percent of a Participant's Account shall
be used to purchase the "qualified preretirement survivor annuity", distribution
of the balance of the Participant's vested interest in his Account that is not
used to purchase the "qualified preretirement survivor annuity" shall be
distributed to the Participant's designated Beneficiary in accordance with the
provisions of Sections 11.04 and 12.05.

14.05. Waiver of the "Qualified Joint and Survivor Annuity" and or "Qualified
Preretirement Survivor Annuity" Rights. A Participant may waive the "qualified
joint and survivor annuity" described in Section 14.04 and elect another form of
distribution permitted under the Plan at any time during the 90-day period
ending on his Annuity Starting Date; provided, however, that if the Participant
is married, his spouse must consent in writing to such election as provided in
Section 14.06. Spousal consent is not required if the Participant elects
distribution in the form of a different "qualified joint and survivor annuity".

      A Participant may waive the "qualified preretirement survivor annuity" and
designate a non-spouse Beneficiary at any time during the "applicable election
period"; provided, however, that the Participant's spouse must consent in
writing to such election as provided in Section 14.06. The "applicable election
period" begins on the later of (1) the date the Participant's Account becomes
subject to the requirements of Section 14.04 or (2) the first day of the Plan
Year in which


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the Participant attains age 35 or, if he terminates employment prior to such
date, the date he terminates employment with the Employer and all Related
Employers. The "applicable election period" ends on the earlier of the
Participant's Annuity Starting Date or the date of the Participant's death. A
Participant whose employment has not terminated may elect to waive the
"qualified preretirement survivor annuity" prior to the Plan Year in which he
attains age 35, provided that any such waiver shall cease to be effective as of
the first day of the Plan Year in which the Participant attains age 35.

      If the Employer has specified in Section 1.19 or the Protected Benefit
Forms Addendum to the Adoption Agreement that less than 100-percent of a
Participant's Account shall be used to purchase the "qualified preretirement
survivor annuity", the Participant may designate a non-spouse Beneficiary for
the balance of the Participant's vested interest in his Account that is not used
to purchase the "qualified preretirement survivor annuity". Such designation
shall not be subject to the spousal consent requirements of Section 14.06.

14.06. Spouse's consent to Waiver. A spouse's written consent to a Participant's
waiver of the "qualified joint and survivor annuity". or "qualified
preretirement survivor annuity" forms of distribution must acknowledge the
effect of the Participant's election and must be witnessed by a Plan
representative or a notary public. In addition, the spouse's written consent
must either (a) specify the form of distribution elected instead of the
"qualified joint and survivor annuity", if applicable, and that such form may
not be changed (except to a "qualified joint and survivor annuity") without
written spousal consent and specify any non-spouse Beneficiary designated by the
Participant, if applicable, and that such designation may not be changed without
written spousal consent or (b) acknowledge that the spouse has the right to
limit consent as provided in clause (a) above, but permit the Participant to
change the form of distribution elected or the designated Beneficiary without
the spouse's further consent.

      A Participant's spouse shall be deemed to have given written consent to a
Participant `s waiver if the Participant establishes to the satisfaction of a
Plan representative that spousal consent cannot be obtained because the spouse
cannot be located or because of other circumstances set forth in Code Section
401(a)(11) and Treasury Regulations issued thereunder.

      Any written consent given or deemed to have been given by a Participant's
spouse hereunder shall be irrevocable and shall be effective only with respect
to such spouse and not with respect to any subsequent spouse.

      A spouse's consent to a Participant's waiver shall be valid only if the
applicable notice described in Section 14.07 or 14.08 has been provided to the
Participant.

14.07. Notice Regarding "Qualified Joint and Survivor Annuity". The notice
provided to a Participant under Section 14.05 shall include a written
explanation of (a) the terms and conditions of the "qualified joint and survivor
annuity" provided herein, (b) the Participant's right to make, and the effect
of, an election to waive the "qualified joint and survivor annuity", (c) the
rights of


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the Participant's spouse under Section 14.06, and (d) the Participant's right to
revoke an election to waive the "qualified joint and survivor annuity" prior to
his Annuity Starting Date.

14.08. Notice Regarding "Qualified Preretirement Survivor Annuity". If a
Participant's Account is subject to the requirements of Section 14.04, the
Administrator shall provide the Participant with a written explanation of the
"qualified preretirement survivor annuity" comparable to the written explanation
provided with respect to the "qualified joint and survivor annuity", as
described in Section 14.07. Such explanation shall be furnished within whichever
of the following periods ends last:

      (a) 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;

      (b) a reasonable period ending after the Employee becomes an Active
      Participant;

      (c) a reasonable period ending after Section 14.04 first becomes
      applicable to the Participant's Account; or

      (d) in the case of a Participant who separates from service before age 35,
      a reasonable period ending after such 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 Subsection 14.08(b), (c) or (d)
above, 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 Subsection 14.08(d) above and subsequently recommences
employment with the Employer, the applicable period for such Participant shall
be redetermined in accordance with this Section 14.08.

14.09. Former Spouse. For purposes of this Article, a former spouse of a
Participant shall be treated as the spouse or surviving spouse of the
Participant, and a current spouse shall not be so treated, to the extent
required under a qualified domestic relations order, as defined in Code Section
414(p).

Article 15. Top-Heavy Provisions.

15.01. Definitions. For purposes of this Article, the following special
definitions shall apply:

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

      (b) "Determination period" means the Plan Year containing the
      "determination date" and the four preceding Plan Years.


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      (c) "Key employee" means 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 or a Related
      Employer whose annual Compensation exceeds 50-percent of the dollar
      limitation under Code Section 415(b)(1)(A), (2) one of the ten Employees
      whose annual Compensation from the Employer or a Related Employer exceeds
      the dollar limitation under Code Section 415(c)(1)(A) and who owns (or is
      considered as owning under Code Section 318) one of the largest interests
      in the Employer and all Related Employers, (3) a five-percent owner of the
      Employer and all Related Employers, or (4) a one-percent owner of the
      Employer and all Related Employers whose annual Compensation exceeds
      $150,000. The determination of who is a "key employee" shall be made in
      accordance with Code Section 416(i)(1) and regulations issued thereunder.

      (d) "Permissive aggregation group" means 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 Code Sections 401(a)(4) and
      410.

      (e) "Required aggregation group" means:

            (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 Subsection 15.01(e)(1) above to
            meet the requirements of Code Section 401(a)(4) or 410.

      (f) "Top-heavy plan" means a plan in which 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";

            (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.

      (g) "Top-heavy ratio" means:

            (1) With respect to the 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,


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            as defined in Code Section 408(k)), 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 during the five-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 during the five-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 Code
            Section 416, 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 five-year period ending on the "determination
            date", has covered or could cover an Active Participant in the Plan,
            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 during the five-year period ending on the
            "determination date" and any contribution due but unpaid as of the
            "determination date".

            For purposes of Subsections 15.01(g)(1) and (2) above, the value of
      accounts and the present value of accrued benefits shall be determined as
      of the most recent "determination date", except as provided in Code
      Section 416 and the regulations issued thereunder for the first and second
      plan years of a defined benefit plan. 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. The present
      value of accrued benefits shall be determined using the interest rate and
      mortality table specified in Subsection 1.21(b) of the Adoption Agreement.

            The accounts and accrued benefits of a Participant who is not a "key
      employee" but who was a "key employee" in a prior year, or who has not
      performed services for the Employer or any Related Employer at any time
      during the five-year period ending on the "determination date", shall 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 Code Section 416 and the regulations
      issued thereunder. Deductible employee contributions shall not be taken
      into account for purposes of computing the "top-heavy ratio".

            For purposes of determining if the Plan, or any other plan included
      in a "required aggregation group" of which the 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 the method,
      if any, that


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      uniformly applies for accrual purposes under all plans maintained by the
      Employer or a Related Employer, or, 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 Code Section 411(b)(1)(C).

15.02. Application. If the Plan is or becomes a "top-heavy plan" in any Plan
Year or is automatically deemed to be a "top-heavy plan" in accordance with the
Employer's selection in Subsection 1.21(a)(1) of the Adoption Agreement, the
provisions of this Article shall apply and shall supersede any conflicting
provision in the Plan.

15.03. Minimum Contribution. Except as otherwise specifically provided in this
Section 15.03, the Nonelective Employer Contributions made for the Plan Year on
behalf of any Active Participant who is not a "key employee" shall not be less
than the lesser of three-percent (or such other percentage selected by the
Employer in Subsection 1.21(c) of the Adoption Agreement) of such Participant's
Compensation for the Plan Year or, in the case where neither the Employer nor
any Related Employer maintains a defined benefit plan which uses the Plan to
satisfy Code Section 401(a)(4) or 410, the largest percentage of Employer
contributions made on behalf of any "key employee" for the Plan Year, expressed
as a percentage of the "key employee's" Compensation for the Plan Year.

      The minimum contribution required under this Section 15.03 shall be made
to the Account of an Active Participant even though, under other Plan
provisions, the Active Participant would not otherwise be entitled to receive a
contribution, or would have received a lesser contribution for the Plan Year,
because (a) the Active Participant failed to complete the Hours of Service
requirement selected by the Employer in Subsection 1.10(d) or 1.11(c) of the
Adoption Agreement, or (b) the Participant's Compensation was less than a stated
amount; provided, however, that no minimum contribution shall be made for a Plan
Year to the Account of an Active Participant who is not employed by the Employer
or a Related Employer on the last day of the Plan Year.

      The minimum contribution for the Plan Year made on behalf of each Active
Participant who is not a "key employee" and who is a participant in a defined
benefit plan maintained by the Employer or a Related Employer shall not be less
than five-percent of such Participant's Compensation for the Plan Year, unless
the Employer has provided in Subsection 1.21(c) of the Adoption Agreement that
the minimum contribution requirement shall be met under the other plan or plans
of the Employer.

      That portion of a Participant's Account that is attributable to minimum
contributions required under this Section 15.03, to the extent required to be
nonforfeitable under Code Section 416(b), may not be forfeited under Code
Section 411(a)(3)(B).

      Notwithstanding any other provision of the Plan to the contrary, for
purposes of this Article, Compensation shall include amounts that are not
includable in the gross income of the Participant under a salary reduction
agreement by reason of the application of Code Section 125, 402(a)(8), 402(h),
or 403(b).


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Compensation shall generally be based on the amount actually paid to the
Eligible Employee during the Plan Year or during that portion of the Plan Year
during which the Eligible Employee is an Active Participant, as elected by the
Employer in Subsection 1.05(c) of the Adoption Agreement.

15.04. Modification of Allocation Provisions to Meet Minimum Contribution
Requirements. If the Employer elected a discretionary Nonelective Employer
Contribution, the provisions for allocating Nonelective Employer Contributions
described in Subsection 5.10(b) shall be modified as provided herein to meet the
minimum contribution requirements of Section 15.03.

      (a) If the Employer selected the non-integrated formula in Subsection
      1.11(b)(1) of the Adoption Agreement, Nonelective Employer Contributions
      shall be allocated as follows:

            (1) Nonelective Employer Contributions shall be allocated to each
            eligible Active Participant, as determined under this Section 15.04,
            who is not a "key employee" in the same ratio that the eligible
            Active Participant's Compensation for the Plan Year bears to the
            total Compensation of all such eligible Active Participants for the
            Plan Year; provided, however that such ratio shall not exceed
            three-percent of a Participant's Compensation for the Plan Year (or
            such other percentage selected by the Employer in Subsection 1.21(c)
            of the Adoption Agreement).

            (2) If any Nonelective Employer Contributions remain after the
            allocation in Subsection 15.04(a)(1) above, the remaining
            Nonelective Employer Contributions shall be allocated to each
            eligible Active Participant, as determined under this Section 15.04,
            who is a "key employee" in the same ratio that the eligible Active
            Participant's Compensation for the Plan Year bears to the total
            Compensation of all such eligible Active Participants for the Plan
            Year; provided, however that such ratio shall not exceed
            three-percent of a Participant's Compensation for the Plan Year (or
            such other percentage selected by the Employer in Subsection 1.21(c)
            of the Adoption Agreement).

            (3) If any Nonelective Employer Contributions remain after the
            allocation in Subsection 15.04(a)(2) above, the remaining
            Nonelective Employer Contributions shall be allocated to each
            eligible Active Participant, as determined under this Section 15.04,
            in the same ratio that the eligible Active Participant's
            Compensation for the Plan Year bears to the total Compensation of
            all such eligible Active Participants for the Plan Year.

      (b) If the Employer selected the integrated formula in Subsection
      1.11(b)(2) of the Adoption Agreement, the "permitted disparity limit", as
      defined in Subsection 1.11(b)(2) of the Adoption Agreement, shall be
      reduced by the percentage allocated under Subsection 15.04(b)(1) or (2)
      below, and the allocation steps in Subsection 5.10(b)(2) shall be preceded
      by the following steps:


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            (1) Nonelective Employer Contributions shall be allocated to each
            eligible Active Participant, as determined under this Section 15.04,
            who is not a "key employee" in the same ratio that the eligible
            Active Participant's Compensation for the Plan Year bears to the
            total Compensation of all such eligible Active Participants for the
            Plan Year; provided, however that such ratio shall not exceed
            three-percent of a Participant's Compensation for the Plan Year (or
            such other percentage selected by the Employer in Subsection 1.21(c)
            of the Adoption Agreement).

            (2) If any Nonelective Employer Contributions remain after the
            allocation in Subsection 15.04(b)(1) above, the remaining
            Nonelective Employer Contributions shall be allocated to each
            eligible Active Participant, as determined under this Section 15.04,
            who is a "key employee" in the same ratio that the eligible Active
            Participant's Compensation for the Plan Year bears to the total
            Compensation of all such eligible Active Participants for the Plan
            Year; provided, however that such ratio shall not exceed
            three-percent of a Participant's Compensation for the Plan Year (or
            such other percentage selected by the Employer in Subsection 1.21(c)
            of the Adoption Agreement).

            (3) If any Nonelective Employer Contributions remain after the
            allocation in Subsection 15.04(b)(2) above, the remaining
            Nonelective Employer Contributions shall be allocated to each
            eligible Active Participant in the same ratio that the eligible
            Active Participant's Excess Compensation for the Plan Year bears to
            the total Excess Compensation of all eligible Participants for the
            Plan Year; provided, however, that such ratio shall not exceed
            three-percent (or such other percentage selected by the Employer in
            Subsection 1.21(c) of the Adoption Agreement).

15.05. Adjustment to the Limitation on Contributions and Benefits. For
Limitation Years beginning prior to January 1, 2000, if the Plan is a "top-heavy
plan", the number 100 shall be substituted for the number 125 in determining the
"defined benefit fraction", as defined in Subsection 6.01(f) and the "defined
contribution fraction", as defined in Subsection 6.01(g). However, this
substitution shall not take effect with respect to the 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
      eligible Active Participant, as determined under Section 15.03, who is not
      a "key employee" and who is a participant in a defined benefit plan
      maintained by the Employer or a Related Employer is not less than 7 1/2
      percent of such eligible Active Participant's Compensation.

      (b) The "top-heavy ratio" for the Plan (or the "required aggregation
      group" or "permissible aggregation group", as applicable) does not exceed
      90-percent.


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      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 the Limitation Year.

15.06. Accelerated Vesting. For any Plan Year in which the Plan is or is deemed
to be a "top-heavy plan" and all Plan Years thereafter, the top-heavy vesting
schedule selected by the Employer in Subsection 1.21(d) of the Adoption
Agreement shall automatically apply to the Plan. The top-heavy vesting schedule
applies to all benefits within the meaning of Code Section 411(a)(7) except
those already subject to a vesting schedule which vests at least as rapidly in
all cases as the schedule elected in Subsection 1.21(d) of the Adoption
Agreement, including benefits accrued before the Plan becomes a "top-heavy
plan". Notwithstanding the foregoing provisions of this Section 15.06, the
top-heavy vesting schedule does not apply to the Account of any Participant who
does not have an Hour of Service after the Plan initially becomes or is deemed
to have become a "top-heavy plan" and such Employee's Account attributable to
Employer Contributions shall be determined without regard to this Section 15.06.

15.07. Exclusion of Collectively-Bargained Employees. Notwithstanding any other
provision of this Article 15, Employees who are included in a unit covered by an
agreement which the Secretary of Labor finds to be a collective bargaining
agreement between employee representatives and one or more employers shall not
be included in determining whether or not the Plan is a "top-heavy plan". In
addition, such Employees shall not be entitled to a minimum contribution under
Section 15.03 or accelerated vesting under Section 15.06, unless otherwise
provided in the collective bargaining agreement.

Article 16. Amendment and Termination.

16.01. Amendments by the Employer that do Not Affect Prototype Status. The
Employer reserves the authority through a board of directors' resolution or
similar action, subject to the provisions of Article 1 and Section 16.04, to
amend the Plan as provided herein, and such amendment shall not affect the
status of the Plan as a prototype plan.

      (a) The Employer may amend the Adoption Agreement to make a change or
      changes in the provisions previously elected by it. Such amendment may be
      made either by (1) completing an amended Adoption Agreement on which the
      Employer has indicated the change or changes, or (2) adopting an
      amendment, executed by the Employer only, in the form provided by the
      Prototype Sponsor, that provides replacement pages to be inserted into the
      Adoption Agreement, which pages include the change or changes. Any such
      amendment must be filed with the Trustee. Such changes shall be effective
      on the effective date of the amended Adoption Agreement or amendment,
      except that retroactive changes to a previous election or elections may be
      made to the extent permitted under Treasury Regulations issued under Code
      Section 401(a)(4) or 401(b).

      (b) If the Plan fails to meet the minimum coverage requirements of Code
      Section 410(b), the nondiscriminatory amount requirement of Section


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      1.401(a)(4)-1(b)(2) of the Treasury Regulations, or the nondiscriminatory
      plan amendment requirements of Section 1.401(a)(4)-1(b)(4) of the Treasury
      Regulations for a Plan Year, the Employer may, within 9 1/2 months of the
      close of such Plan Year, amend the Plan either by amending the Adoption
      Agreement or by adopting a separate amendment completely overriding the
      Basic Plan Document provisions. Such amendment shall either retroactively
      extend coverage to individuals who did not benefit under the Plan for the
      Plan Year being corrected or retroactively increase allocations for Active
      Participants who benefitted under the Plan for the Plan Year being
      corrected, as provided in Section 1.401(a)(4)-11(g) of the Treasury
      Regulations, in order to correct such deficiency. Similarly, if the Plan
      fails the nondiscriminatory current availability of benefits, rights, and
      features requirement of Section 1.401(a)(4)-4(b) of the Treasury
      Regulations for a Plan Year, the Employer may amend the Plan to make a
      benefit, right, or feature available to Participants to whom it was not
      previously available.

      (c) The Employer may make a separate amendment to the Plan as necessary to
      satisfy Code Section 415 or 416 because of the required aggregation of
      multiple plans by completely overriding the Basic Plan Document
      provisions.

      (d) The Employer may adopt certain model amendments published by the
      Internal Revenue Service which specifically provide that their adoption
      shall not cause the Plan to be treated as an individually designed plan.

16.02. Amendments by the Employer that Affect Prototype Status. The Employer
reserves the authority through a board of directors' resolution or similar
action, subject to the provisions of Section 16.04, to amend the Plan in a
manner other than that provided in Section 16.01. However, upon making such
amendment, including, if the Plan is a money purchase pension plan, a waiver of
the minimum funding requirement under Code Section 412(d), the Employer may no
longer participate in this prototype plan arrangement and shall 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 shall be a qualified trust under
the Code.

16.03. Amendment by the Mass Submitter Sponsor and the Prototype Sponsor. The
Mass Submitter Sponsor may in its discretion amend the mass submitter prototype
plan at any time, subject to the provisions of Article 1 and Section 16.04, and
provided that the Mass Submitter Sponsor mails a copy of such amendment to each
Prototype Sponsor that maintains the prototype plan or a minor modifier of the
prototype plan. Each Prototype Sponsor shall mail a copy of such amendment to
each Employer adopting its prototype plan at the Employer's last known address
as shown on the books maintained by the Prototype Sponsor or its affiliates.

      The Prototype Sponsor may, in its discretion, amend the Plan or the
Adoption Agreement, subject to the provisions of Article I and Section 16.04,
and provided that such amendment does not change the Plan's status as a word for
word adoption of the mass submitter prototype plan or a minor modifier of the
mass submitter


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prototype plan, unless such Prototype Sponsor elects no longer to be a
sponsoring organization with respect to the mass submitter prototype plan. The
Prototype Sponsor shall mail a copy of such amendment to each Employer adopting
its prototype plan at the Employer's last known address as shown on the books
maintained by the Prototype Sponsor or its affiliates.

16.04. Amendments Affecting Vested and or Accrued Benefits. Except as permitted
by Section 16.05, 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,
shall not be less than the Participant's nonforfeitable interest in his Account
determined without regard to such amendment.

      If the Plan is a money purchase pension plan, no amendment to the Plan
that provides for a significant reduction in contributions to the Plan shall be
made unless notice has been furnished to Participants and alternate payees under
a qualified domestic relations order as provided in ERISA Section 204(h).

      If the Plan's vesting schedule is amended because of a change to
"top-heavy plan" status, as described in Subsection 15.01(f), the accelerated
vesting provisions of Section 15.06 shall continue to apply for all Plan Years
thereafter, regardless of whether the Plan is a "top-heavy plan" for such Plan
Year. If the Plan's vesting schedule is amended to a more restrictive schedule,
the more restrictive vesting schedule shall apply only to Employees hired on or
after the effective date of the change in vesting schedule.

16.05. Retroactive Amendments. An amendment made by the Mass Submitter Sponsor
or Prototype Sponsor in accordance with Section 16.03 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 Sections 16.01
and 16.02.

16.06. Termination. The Employer has adopted the Plan with the intention and
expectation that contributions shall 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 without any liability hereunder for any such discontinuance or
termination. The Employer may terminate the Plan by written notice delivered to
the Trustee.

16.07. 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


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termination or discontinuance shall have a vested interest in his Account of
100-percent. Subject to Section 12.01 and Article 14, upon receipt of written
instructions from the Administrator, the Trustee shall 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 shall notify the Administrator of such situation and
the Trustee shall 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 shall terminate, the Trustee shall
be relieved from all liability under the Trust, and no Participant or other
person shall have any claims thereunder, except as required by applicable law.

      If distribution is to be made to a Participant or Beneficiary who cannot
be located, the Administrator shall give written instructions to the Trustee to
Ca) escheat the distributable amount to the State or Commonwealth of the
distributee's last known address or (b) draw a check in the distributable amount
and mail it to the distributee's last known address. In the absence of such
instructions, the Trustee shall make distribution to the distributee by drawing
a check in the distributable amount and mailing it to the distributee's last
known address.

16.08. 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.

Article 17. Amendment and Continuation of Prior Plan; Transfer of Funds to or
from Other Qualified Plans.

17.01. Amendment and Continuation of Prior Plan. In the event the Employer has
previously established a plan (the "prior 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 Code Section 401(a), the Employer may, in accordance
with the provisions of the prior plan, amend and restate the prior 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 in the prior plan immediately prior to the effective date of
      such amendment and restatement shall become a Participant in the Plan.

      (b) Except as provided in Section 16.04, 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
      restatement.


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      (c) No amendment to the Plan shall decrease a Participant's accrued
      benefit or eliminate an optional form of benefit.

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

      (e) Amounts being paid to an Inactive Participant or to a Beneficiary in
      accordance with the provisions of the prior plan shall continue to be paid
      in accordance with such provisions.

      (f) Any election and waiver of the "qualified preretirement survivor
      annuity", as defined in Section 14.01, in effect after August 23, 1984,
      under the prior plan immediately before such amendment and restatement
      shall be deemed a valid election and waiver of Beneficiary under Section
      14.04 if such designation satisfies the requirements of Sections 14.05 and
      14.06, unless and until the Participant revokes such election and waiver
      under the Plan.

      (g) Unless the Employer and the Trustee agree otherwise, all assets of the
      predecessor trust shall be deemed to be assets of the Trust as of the
      effective date of such amendment. Such assets shall be invested by the
      Trustee as soon as reasonably practicable pursuant to Article 8. 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.

17.02. 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 shall become assets of the Trust as
of the date they are received by the Trustee. Such transferred assets shall 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 shall be fully vested and nonforfeitable at all times. Such
transferred assets shall be invested by the Trustee in accordance with the
provisions of Subsection 17.01(g) as if such assets were transferred from a
prior plan. No transfer of assets in accordance with this Section 17.02 may
cause a loss of an accrued or optional form of benefit protected by Code Section
411(d)(6).

      The Trustee shall have no liability for and no duty to inquire into the
administration of such transferred assets for periods prior to the transfer.

17.03. Acceptance of Assets by Trustee. The Trustee shall not accept assets
which are not either in a medium proper for investment under the Plan, as set


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forth in the Plan and the Service Agreement, or in cash. Such assets shall be
accompanied by instructions in writing (or such other medium as may be
acceptable to the Trustee) showing separately the respective contributions by
the prior employer and by the Participant, 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 8, 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.

17.04. 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 an Inactive
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 instructions in writing
(or such other medium as may be acceptable to the Trustee) 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 Inactive
Participant, if any, and identifying the assets attributable to the various
contributions. The Trustee shall not transfer assets hereunder until all
applicable filing requirements are met. The Trustee shall have no further
liabilities with respect to assets so transferred.

Article 18. Miscellaneous.

18.01. Communication to Participants. The Plan shall be communicated to all
Eligible Employees by the Employer promptly after the Plan is adopted.

18.02. 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, shall 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 shall 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 shall look solely to the assets
held in the Trust for the payment of any benefit to which he is entitled under
the Plan.

18.03. Nonalienability of Benefits. Except as provided in Code Sections
401(a)(13)(C) and (D) (relating to offsets ordered or required under a criminal
conviction involving the Plan, a civil judgment in connection with a violation
or alleged violation of fiduciary responsibilities under ERISA, or a settlement
agreement between the Participant and the Department of Labor in connection with
a violation or alleged violation of fiduciary responsibilities under ERISA),
Section 1.401(a) -13(b)(2) of the Treasury Regulations (relating to Federal tax
levies), or as otherwise required by law, the benefits provided hereunder shall


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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 shall not be recognized. 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 Administrator to be a qualified
domestic relations order, as defined in Code Section 414(p), or any domestic
relations order entered before January 1, 1985.

18.04. Qualified Domestic Relations Orders Procedures. The Administrator must
establish reasonable procedures to determine the qualified status of a domestic
relations order. Upon receiving a domestic relations order, the Administrator
shall 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 shall
provide such notice 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 shall 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 shall direct
the Trustee to distribute the payable amounts in the manner the Plan would
distribute if the order did not exist and shall apply the order Prospectively if
the Administrator later determines the order is a qualified domestic relations
order.

      The Trustee shall set up segregated accounts for each alternate payee when
properly notified by the Administrator.

      A domestic relations order shall 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 Code Section 414(p)) 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
$5,000 (or such larger amount as may be specified in Code Section 417(e)(1)),
and the order requires, and the alternate payee consents to, a distribution
occurring prior to the Participant's attainment of earliest retirement age.


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18.05. Additional Rules for Paired Plans. If the Employer has adopted both a
money purchase pension plan and a profit sharing plan under this Basic Plan
Document which are to be considered paired plans, the elections in Section 1.04
of the Adoption Agreement must be identical with respect to both plans. When the
paired plans are "top-heavy plans", as defined in Subsection 15.01(f), or are
deemed to be "top-heavy plans", the money purchase pension plan shall provide
the minimum contribution required under Section 15. 03, unless contributions
under the money purchase pension plan are frozen.

18.06. Application of Plan Provisions in Multiple Employer Plans.
Notwithstanding any other provision of the Plan to the contrary, if one of the
Employers designated in Subsection 1.02(b) of the Adoption Agreement is not a
Related Employer, the Prototype Sponsor reserves the right to take any or all of
the following actions:

      (a) treat the Plan as a multiple employer plan.;

      (b) permit the Employer to amend the Plan to exclude the un-Related
      Employer from participation in the Plan; or

      (c) treat the Employer as having amended the Plan in the manner described
      in Section 16.02 such that the Employer may no longer participate in this
      prototype plan arrangement.

      For the period, if any, that the Prototype Sponsor elects to treat the
Plan as a multiple employer plan, each un-Related Employer shall be treated as a
separate Employer for purposes of contributions, application `of the "ADP" and
"ACP" tests described in Sections 6.03 and 6.06, application of the Code Section
415 limitations described in Section 6.12, top-heavy determinations and
application of the top-heavy requirements under Article 15, and application of
such other Plan provisions as the Employers determine to be appropriate. For any
such period, the Prototype Sponsor shall continue to treat the Employer as
participating in this prototype plan arrangement for purposes of Plan
administration, notices or other communications in connection with the Plan, and
other Plan-related services; provided, however, that if the Employer applies to
the Internal Revenue Service for a determination letter, the multiple employer
plan shall be filed on the form appropriate for multiple employer plans. The
Administrator shall be responsible for administering the Plan as a multiple
employer plan.

18.07. Veterans Reemployment Rights. Notwithstanding any other provision of the
Plan to the contrary, contributions, benefits, and service credit with respect
to qualified military service shall be provided in accordance with Code Section
414 Cu). The Administrator shall notify the Trustee of any Participant with
respect to whom additional contributions are made because of qualified military
service.

18.08. Effect of Scrivener's Error. Notwithstanding any other provision of the
Plan to the contrary, if there is an error in properly transcribing the
provisions of the Employer's Plan through the Adoption Agreement, it shall not


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be a violation of the Plan terms to operate the Plan in accordance with its
proper provisions, rather than in accordance with the terms of the Adoption
Agreement, pending correction of the Adoption Agreement through Plan amendment.
In addition, any provisions of the Plan improperly added as a result of
scrivener's error shall be considered null and void as of the date such error
occurred. Therefore, it shall not be a violation of Code Section 411(d)(6) to
eliminate such provisions through Plan amendment.

18.09. 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.

18.10. 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 Department of Labor
thereunder.

18.11. 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
shall be deemed to have an individually designed plan.

18.12. 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:

      (a) If to the Employer or Administrator, to it at the address set forth in
      the Adoption Agreement, and, if to the Employer, to the attention of the
      contact specified in Subsection 1.02(a) of the Adoption Agreement;

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


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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.

      Any written notice or communication required to be given to the Trustee
may be given in such other medium that the Trustee deems acceptable.

18.13. Governing Law. The Plan and the accompanying Adoption Agreement shall be
construed, administered and enforced according to ERISA, and to the extent not
preempted thereby, the laws of the Commonwealth of Massachusetts.

Article 19. Plan Administration.

19.01. 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. In addition to the
powers and authorities expressly conferred upon it in the Plan, the
Administrator shall have all such powers and authorities as may be necessary to
carry out the provisions of the Plan, including the discretionary power and
authority to interpret and construe the provisions of the Plan, such
interpretation to be final and conclusive on all persons claiming benefits under
the Plan; to make benefit determinations; and to resolve any disputes arising
under the Plan. The Administrator may, by written instrument, allocate and
delegate its fiduciary responsibilities in accordance with ERISA Section 405,
including allocation of such responsibilities to an administrative committee
formed to administer the Plan.

19.02. 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 shall receive substantially the same treatment.

19.03. Claims and Review Procedures. Except to the extent that the provisions of
any collective-bargaining agreement provide another method of resolving claims
for benefits under the Plan, the provisions of this Section 19.04 shall control
with respect to the resolution of such claims; provided, however, that the
Employer may institute alternative claims procedures that are more restrictive
on the Employer and more generous with respect to persons claiming a benefit
under the Plan.

      (a) Claims Procedure. Whenever a request for benefits under the Plan is
      wholly or partially denied, the Administrator shall notify the person
      claiming such benefits of its decision in writing. Such notification shall
      contain (1) specific reasons for the denial of the claim, (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 shall be given
      within 90 days after


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      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 shall 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 shall notify such person of its decision
      in writing. Such notification shall be written in a manner calculated to
      be understood by such person and shall contain specific reasons for the
      decision as well as specific references to pertinent Plan provisions. The
      decision on review shall 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 shall be considered denied.

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

19.05. 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 shall be paid first from the forfeitures (if
any) resulting under Section 11.08, then from the remaining Trust Fund. All such
costs and expenses paid from the Trust Fund shall, unless allocable to the
Accounts of particular Participants, be charged against the Accounts of all
Participants on a pro rata basis or in such other reasonable manner as may be
directed by the Employer and accepted by the Trustee.

Article 20. Trust Agreement.

20.01. Acceptance of Trust Responsibilities. By executing the Adoption
Agreement, the Employer establishes a trust to hold the assets of the Plan that
are invested in Permissible Investments. By executing the Adoption Agreement,
the Trustee agrees to accept the rights, duties and responsibilities set forth
in this Article. If the Plan is an amendment and restatement of a prior plan,
the Trustee shall have no liability for and no duty to inquire into the
administration of the assets of the Plan for periods prior to the date such
assets are transferred to the Trust.


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20.02. Establishment of Trust Fund. A trust is hereby established under the Plan
and the Trustee shall 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 shall 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 20.10.

20.03. 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.

20.04. 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 shall 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 ERISA:

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

      (b) to transfer to and invest all or any part of the Trust in any
      collective investment trust which is then maintained by a bank or trust
      company (or any affiliate) and which is tax-exempt pursuant to Code
      Section 501(a) and Rev. Rul. 81-100; provided that such collective
      investment trust is a Permissible Investment; and provided, further, that
      the instrument establishing such collective investment trust, as amended
      from time to time, shall govern any investment therein, and is hereby made
      a part of the Plan and this Trust Agreement to the extent of such
      investment therein; and provided, further, that if the "affiliated broker"
      designated in Section 20.11 is used to purchase or sell Plan assets,
      investment may not be made in any such collective investment trust
      maintained by the Trustee;

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

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

      (e) to borrow funds from a bank not affiliated with the Trustee in order
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      fashion, provided that the cost of borrowing shall be allocated in a
      reasonable fashion to the Permissible Investment(s) in need of liquidity;

      (f) 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;

      (g) 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;

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

      (i) 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;

      (j) to apply for or purchase annuity contracts in accordance with Article
      14;

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

      (l) 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;

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

      (n) generally to exercise any of the powers of an owner with respect to
      all or any part of the Trust Fund; and

      (o) to take all such actions as may be necessary under the Trust
      Agreement, to the extent consistent with applicable law.

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


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20.05. Accounts. The Trustee shall keep full accounts of all receipts and
disbursements and other transactions hereunder. Within 120 days after the close
of each Plan Year, within 90 days after termination of the Trust, and at such
other times as may be appropriate, the Trustee shall 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
shall 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.

20.06. Approval of Accounts. To the extent permitted by law, the written
approval of any account by the Employer or Administrator shall 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 months after the receipt of any account of its
objection to the account shall, to the extent permitted by law, be the
equivalent of written approval. If the Employer or Administrator files any
objections within such six 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 shall have the right to have such questions settled by judicial
proceedings. Nothing herein contained shall 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 shall be the Trustee, the Employer and the Administrator.

20.07. Distribution from Trust Fund. The Trustee shall make such distribution
from the Trust Fund as the Employer or Administrator may direct (in writing or
such other medium as may be acceptable to the Trustee), consistent with the
terms of the Plan and either for the exclusive benefit of Participants or their
Beneficiaries, or for the payment of expenses of administering the Plan.

20.08. Transfer of Amounts from Qualified Plan. If amounts are to be transferred
to the Plan from another qualified plan or trust under Code Section 401(a), 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 shall only accept
assets which are in a medium proper for investment under this agreement or in
cash, and that are accompanied in a timely manner, as agreed to by the
Administrator and the Trustee, by instructions in writing (or such other medium
as may be acceptable to the Trustee) showing separately the respective
contributions by the prior employer and the transferring Employee, the records
relating to such contributions, and identifying the assets attributable to such
contributions. The Trustee shall hold such assets for investment in accordance
with the provisions of this agreement.

20.09. Transfer of Assets from Trust. Subject to the provisions of the Plan, the
Employer may direct the Trustee to transfer all or a specified portion of the
Trust assets to any other plan or plans maintained by the Employer or the
employer or employers of an Inactive Participant or Participants, provided that


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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.

20.10. 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 Permissible Investments listed in the Service Agreement. The
Trustee shall have no authority and no responsibility for the Plan assets held
in such separate trust or fund. The Employer shall be responsible for assuring
that such separate trust or fund is maintained pursuant to. a separate trust
agreement signed by the Employer and the trustee. The duties and
responsibilities of the trustee of a separate trust shall be provided by the
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")
shall 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 shall be payable to the trustee; provided, however, that 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 shall be the designated
Beneficiary of the proceeds in all circumstances unless a qualified election has
been made in accordance with Article 14. Under no circumstances shall the trust
retain any part of the proceeds. In the event of any conflict between the terms
of the 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 shall be used to pay the premiums attributable to them.

      (b) Term and universal life - No more than 1/2 of the aggregate employer
      contributions allocated to any participant shall be used to pay the
      premiums


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      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 shall not exceed 1/4 of the
      aggregate employer contributions allocated to any Participant.

20.11. Self-Directed Brokerage Option. If one of the Permissible Investments
under the Plan is The self-directed brokerage option, the Employer hereby
directs the Trustee to use Fidelity Brokerage Services, Inc. ("affiliated
broker") to purchase or sell individual securities for Participant Accounts in
accordance with investment directions provided by such Participants. In
accordance with the requirements of Department of Labor Prohibited Transaction
Class Exemption ("PTCE") 86-128, the "affiliated broker" may not be a trustee
(other than a non-discretionary trustee), the plan administrator, or an
Employer, unless otherwise permitted under Section IV of PTCE 86-128. The
provision of brokerage services by the "affiliated broker" shall be subject to
the following:

      (a) In accordance with the procedures set forth in PTCE 86-128, the
      Trustee shall provide the Employer with the following documents: (1) a
      description of the "affiliated broker's" brokerage placement practices;
      (2) a copy of PTCE 86-128; (3) an annual report which summarizes all
      securities transaction-related charges incurred by the Plan; and (4) a
      form by which the Employer may terminate this authorization to use a
      broker affiliated with the Trustee. The Trustee shall provide the Employer
      with the termination form described above annually.

      (b) Any successor organization of the "affiliated broker", through
      reorganization, consolidation, merger, or similar transactions, shall,
      upon consummation of such transaction, become the successor broker in
      accordance with the terms of this authorization provision.

      (c) The Trustee and the "affiliated broker" shall continue to rely on this
      authorization provision until notified to the contrary. The Employer
      reserves the right to terminate this authorization upon sixty (60) days
      written notice to the "affiliated broker" (or its successor) and the
      Trustee, and in accordance with Section 20.22 of this Agreement.

      (d) The Trustee shall provide the Employer with a list of the types of
      securities that may not be purchased under this self-directed brokerage
      option. The Trustee shall provide the Employer with administrative
      procedures and fees governing investment in and withdrawals from the
      self-directed brokerage option.

      (e) Participants may authorize the use of an agent to have limited trading
      authority over assets in their Accounts invested under the self-directed
      brokerage option provided that the Participant completes and files with
      the "affiliated broker" a limited trading authorization and
      indemnification form in the form prescribed by the "affiliated broker".


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20.12. Employer Stock Option. If one of the Permissible Investments is equity
securities issued by the Employer or a Related Company which are publicly traded
and which are "qualifying employer securities" within the meaning of Section
407(d)(5) of ERISA ("Employer stock"), investments in "Employer stock" shall be
made via the "Employer stock" investment fund (the "stock fund") which shall
consist of shares of "Employer stock" and short-term liquid investments
consisting of mutual fund shares or commingled money market pool units as agreed
to by the Employer and the Trustee, necessary to satisfy the "stock fund's" cash
needs for transfers and payments. A cash target range shall be maintained in the
"stock fund". Such target range may be changed as agreed to in writing by the
Employer and the Trustee. The Trustee is responsible for ensuring that the
actual cash held in the "stock fund" falls within the agreed upon range over
time.

      Each Participant's interest in the "stock fund" shall be measured either
in (a) actual shares of "Employer stock" that are allocated to the Participant's
Account and a proportionate interest in all other assets of the "stock fund" or
(b) units of participation, as provided in the Service Agreement. If accounting
is by units of participation, such units shall represent a proportionate
interest in all assets of the "stock fund", which includes shares of "Employer,
stock", short-term investments and at times, receivables for dividends and/or
"Employer stock" sold and payables for "Employer stock" purchased. A net asset
value per unit shall be determined daily for each cash unit outstanding of the
"stock fund". The return earned by the "stock fund" shall represent a
combination of the dividends paid on the shares of "Employer stock" held by the
"stock fund", gains or losses realized on sales of "Employer stock",
appreciation or depreciation in the market price of those shares owned, and
interest on the short-term investments held by the "stock fund".

      Dividends received by the "stock fund" are reinvested in additional shares
of "Employer stock". Investments in "Employer stock" shall be subject to the
following limitations:

      (a) Acquisition Limit. Pursuant to the Plan, the Trust may be invested in
      "Employer stock" to the extent necessary to comply with investment
      directions under Section 8.02 of the Plan. Notwithstanding the foregoing,
      effective for Deferral Contributions made for Plan Years beginning on or
      after January 1, 1999, the portion of a Participant's Deferral
      Contributions that the Employer may require to be invested in "Employer
      stock" for a Plan Year cannot exceed one-percent of such Participant's
      Compensation for the Plan Year.

      (b) Fiduciary Duty of "Named Fiduciary". The Administrator or any person
      designated by the Administrator as a named fiduciary under Section
      19.01(the "named fiduciary") shall continuously monitor the suitability
      under the fiduciary duty rules of ERISA Section 404(a)(1) (as modified by
      ERISA Section 404(a)(2)) of acquiring and holding "Employer stock". The
      Trustee shall not be liable for any loss, or by reason of any breach,
      which arises from the directions of the "named fiduciary" with respect to
      the acquisition and holding of "Employer stock", unless it is clear on
      their face that the actions to be taken under those directions would be
      prohibited by the


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      foregoing fiduciary duty rules or would be contrary to the terms of the
      Plan or this Trust Agreement.

      (c) Execution of Purchases and Sales. Purchases and sales of "Employer
      stock" (other than for exchanges) shall be made on the open market on the
      date on which the Trustee receives from the Employer in good order all
      information and documentation necessary to accurately effect such
      purchases and sales (or, in the case of purchases, the subsequent date on
      which the Trustee has received a wire transfer of the funds necessary to
      make such purchases). Such general rules shall not apply in the following
      circumstances:

            (1) If the Trustee is unable to determine the number of shares
            required to be purchased or sold on such day;

            (2) If the Trustee is unable to purchase or sell the total number of
            shares required to be purchased or sold on such day as a result of
            market conditions; or

            (3) If the Trustee is prohibited by the Securities and Exchange
            Commission, the New York Stock Exchange, or any other regulatory
            body from purchasing or selling any or all of the shares required to
            be purchased or sold on such day.

            In the event of the occurrence of the circumstances described in
      (1), (2), or (3) above, the Trustee shall purchase or sell such shares as
      soon as possible thereafter and shall determine the price of such
      purchases or sales to be the average purchase or sales price of all such
      shares purchased or sold, respectively. The Trustee may follow directions
      from the "named fiduciary" to deviate from the above purchase and sale
      procedures provided that such direction is made in writing by the "named
      fiduciary".

      (d) Purchases and Sales from or to Employer. If directed by the Employer
      in writing prior to the trading date, the Trustee may purchase or sell
      "Employer stock" from or to the Employer if the purchase or sale is for
      adequate consideration (within the meaning of ERISA Section 3(18)) and no
      commission is charged. If Employer contributions or contributions made by
      the Employer on behalf of the Participants under the Plan are to be
      invested in "Employer stock", the Employer may transfer "Employer stock"
      in lieu of cash to the Trust. In either case, the number of shares to be
      transferred shall be determined by dividing the total amount of "Employer
      stock" to be purchased or sold by the closing price of the "Employer
      stock" on any national securities exchange on the trading date.

      (e) Use of "Affiliated Broker" to Purchase "Employer Stock". The Employer
      hereby directs the Trustee to use the "affiliated broker" designated in
      Section 20.11 to provide brokerage services in connection with any
      purchase or sale of "Employer stock" in accordance with investment
      directions from Participants and/or the Employer if and to the extent that
      each has authority to direct investments under Section 1.23 of the
      Adoption Agreement. The


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      provision of brokerage services hereunder by the "affiliated broker" shall
      be subject to the provisions of Subsections 20.11(a), (b), and (c).

      (f) Securities Law Reports. The "named fiduciary" shall be responsible for
      filing all reports required under Federal or state securities laws with
      respect to the Trust's ownership of "Employer stock"; including, without
      limitation, any reports required under Section 13 or 16 of the Securities
      Exchange Act of 1934 and shall immediately notify the Trustee in writing
      of any requirement to stop purchases or sales of "Employer stock" pending
      the filing of any report. The Trustee shall provide to the "named
      fiduciary" such information on the Trust's ownership of "Employer stock"
      as the "named fiduciary" may reasonably request in order to comply with
      Federal or state securities laws.

      (g) Voting and Tender Offers. Notwithstanding any other provision of the
      Trust Agreement the provisions of this Subsection shall govern the voting
      and tendering of "Employer stock". If the Plan users share accounting with
      respect to the "stock fund", each Participant shall be designated as a
      named fiduciary under ERISA with respect to shares of "Employer stock"
      credited to the Participant's Account that were not acquired at the
      direction of the Participant in accordance with ERISA Section 404(c). If
      accounting with respect to the "stock fund" is by units of participation,
      each Participant shall be designated as a named fiduciary under ERISA with
      respect to shares of "Employer stock" attributable to units in the "stock
      fund" credited to the Participant's Account not acquired at the direction
      of the Participant in accordance with ERISA Section 404(c).

            The Employer, after consultation with the Trustee, shall provide and
      pay for all printing, mailing, tabulation and other costs associated with
      the voting and tendering of "Employer stock", except as required by law.

            (1) Voting.

                  (A) When the issuer of the "Employer stock" prepares for any
                  annual or special meeting, the Employer shall notify the
                  Trustee thirty (30) days in advance of the intended record
                  date and shall cause a copy of all materials to be sent to the
                  Trustee. Based on these materials the Trustee shall prepare a
                  voting instruction form. At the time of mailing of notice of
                  each annual or special stockholders' meeting of the issuer of
                  the "Employer stock", the Employer shall cause a copy of the
                  notice and all proxy solicitation materials to be sent to each
                  Participant with an interest in "Employer stock" held in the
                  Trust, together with the foregoing voting instruction form to
                  be returned to the Trustee or its designee. The form shall
                  show the proportional interest in the number of full and
                  fractional shares of "Employer stock" credited to the
                  Participant's Sub-Accounts held in the "stock fund". The
                  Employer shall provide the Trustee with a copy of any
                  materials provided to the Participants and shall (if the
                  mailing is not handled by the Trustee) certify that the
                  materials have been mailed or otherwise sent to Participants.


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                  (B) Each Participant with an interest in the "stock fund"
                  shall have the right to direct the Trustee as to the manner in
                  which the Trustee is to vote (including not to vote) that
                  number of shares of "Employer stock" that is credited to his
                  Account, if the Plan uses share accounting, or, if accounting
                  is by units of participation, that reflects such Participant's
                  proportional interest in the "stock fund" (both vested and
                  unvested). Directions from a Participant to the Trustee
                  concerning the voting of "Employer stock" shall be
                  communicated in writing, or by mailgram or similar means.
                  These directions shall be held in confidence by the Trustee
                  and shall not be divulged to the Employer, or any officer or
                  employee thereof, or any other person. Upon its receipt of the
                  directions, the Trustee shall vote the shares of "Employer
                  stock" that are credited to a Participant's Account, if the
                  Plan uses share accounting, or, if accounting is by units of
                  participation, that reflect the Participant's proportional
                  interest in the "stock fund" as directed by the Participant.
                  The Trustee shall not vote shares of "Employer stock" that are
                  credited to a Participant's Account, if the Plan uses share
                  accounting, or, if accounting is by units of participation,
                  that reflect a Participant's proportional interest in the
                  "stock fund" for which the Trustee has received no direction
                  from the Participant, except as required by law.

            (2) Tender Offers.

                  (A) Upon commencement of a tender offer for any securities
                  held in the Trust that are "Employer stock", the Employer
                  shall notify each Participant with an interest in such
                  "Employer stock" of the tender offer and utilize its best
                  efforts to timely distribute or cause to be distributed to the
                  Participant the same information that is distributed to
                  shareholders of the issuer of "Employer stock" in connection
                  with the tender offer, and, after consulting with the Trustee,
                  shall provide and pay for a means by which the Participant may
                  direct the Trustee whether or not to tender the "Employer
                  stock" that is credited to a Participant's Account, if the
                  Plan uses share accounting, or, if accounting is by units of
                  participation, that reflects such Participant's proportional
                  interest in the "stock fund" (both vested and unvested). The
                  Employer shall provide the Trustee with a copy of any material
                  provided to the Participants and shall (if the mailing is not
                  handled by the Trustee) certify to the Trustee that the
                  materials have been mailed or otherwise sent to Participants.

                  (B) Each Participant shall have the right to direct the
                  Trustee to tender or not to tender some or all of the shares
                  of "Employer stock" that are credited to his Account, if the
                  Plan uses share accounting, or, if accounting is by units of
                  participation, that reflect such Participant's proportional
                  interest in the "stock fund" (both vested and unvested).
                  Directions from a Participant to the Trustee concerning the
                  tender of "Employer stock" shall be communicated in writing,
                  or by mailgram or such similar means as is


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                  agreed upon by the Trustee and the Employer under the
                  preceding paragraph. These directions shall be held in
                  confidence by the Trustee and shall not be divulged to the
                  Employer, or any officer or employee thereof, or any other
                  person, except to the extent that the consequences of such
                  directions are reflected in reports regularly communicated to
                  any such persons in the ordinary course of the performance of
                  the Trustee's services hereunder. The Trustee shall tender or
                  not tender shares of "Employer stock" as directed by the
                  Participant. The Trustee shall not tender shares of "Employer
                  stock" that are credited to a Participant's Account, if the
                  Plan uses share accounting, or, if accounting is by units of
                  participation, that reflect a Participant's proportional
                  interest in the "stock fund" for which the Trustee has
                  received no direction from the Participant.

                  (C) A Participant who has directed the Trustee to tender some
                  or all of the shares of "Employer stock" that are credited to
                  his Account, if the Plan uses share accounting, or, if
                  accounting is by units of participation, that reflect the
                  Participant's proportional interest in the "stock fund" may,
                  at any time prior to the tender offer withdrawal date, direct
                  the Trustee to withdraw some or all of such tendered shares,
                  and the Trustee shall withdraw the directed number of shares
                  from the tender offer prior to the tender offer withdrawal
                  deadline. A Participant shall not be limited as to the number
                  of directions to tender or withdraw that the Participant may
                  give to the Trustee.

                  (D) A direction by a Participant to the Trustee to tender
                  shares of "Employer stock" that are credited to the
                  Participant's Account, if the Plan uses share accounting, or,
                  if accounting is by units of participation, that reflect the
                  Participant's proportional interest in the "stock fund" shall
                  not be considered a written election under the Plan by the
                  Participant to withdraw, or have distributed, any or all of
                  his withdrawable shares. If the Plan uses share accounting,
                  the Trustee shall credit to the Participant's Account the
                  proceeds received by the Trustee in exchange for the shares of
                  "Employer stock" tendered from the Participant's Account. If
                  accounting is by units of participation, the Trustee shall
                  credit to each proportional interest of the Participant from
                  which the tendered shares were taken the proceeds received by
                  the Trustee in exchange for the shares of "Employer stock"
                  tendered from that interest. Pending receipt of direction
                  (through the Administrator) from the Participant or the "named
                  fiduciary", as provided in the Plan, as to which of the
                  remaining Permissible Investments the proceeds should be
                  invested in, the Trustee shall invest the proceeds in the
                  Permissible Investment specified for such purposes in the
                  Service Agreement or, if no such Permissible Investment has
                  been specified, the most conservative Permissible Investment
                  designated by the Employer in the Service Agreement.


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      (h) Shares Credited. If accounting with respect to the "stock fund" is by
      units of participation, then for all purposes of this Section 20.12, the
      number of shares of "Employer stock" deemed "credited" or "reflected" to a
      Participant's proportional interest shall be determined as of the last
      preceding valuation date. The trade date is the date the transaction is
      valued.

      (i) General. With respect to all rights other than the right to vote, the
      right to tender, and the right to withdraw shares previously tendered, in
      the case of "Employer stock" credited to a Participant's Account or
      proportional interest in the "stock fund", the Trustee shall follow the
      directions of the Participant and if no such directions are received, the
      directions of the "named fiduciary". The Trustee shall have no duty to
      solicit directions from Participants.

      (j) Conversion. All provisions' in this Section 20.12 shall also apply to
      any securities received as a result of a conversion to "Employer stock".

20.13. Voting; Delivery of Information. The Trustee shall deliver, or cause to
be executed and delivered, to the Employer or 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; provided, however, that 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.

20.14. Compensation and Expenses of Trustee. The Trustee's fee for performing
its duties hereunder shall be such reasonable amounts as the Trustee may from
time to time specify in the Service Agreement or any other 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 shall, unless some or all have been paid
by said Employer, be paid first from forfeitures resulting under Section 11.08,
then from the remaining Trust Fund and shall, 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.

20.15. Reliance by Trustee on Other Persons. The Trustee may rely upon and act
upon any writing from any person authorized by the Employer or the Administrator
pursuant to the Service Agreement or any other written direction to give
instructions concerning the Plan and may conclusively rely upon and be protected
in acting upon any written order from the Employer or the Administrator or upon


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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 the Administrator.

      The Trustee shall be entitled to rely on the latest certificate it has
received from the Employer or the Administrator as to any person or persons
authorized to act for the Employer or the Administrator hereunder and to sign on
behalf of the Employer or the Administrator any directions or instructions,
until it receives from the Employer or the Administrator written notice that
such authority has been revoked.

      Notwithstanding any provision contained herein, the Trustee shall 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 the Administrator
furnishes the Trustee with written instructions on a form acceptable to the
Trustee, and the Trustee agrees thereto in writing. The Trustee shall not be
liable for any action taken pursuant to the Employer's or the Administrator's
written instructions (nor for the collection of contributions under the Plan,
nor the purpose or propriety of any distribution made thereunder).

20.16. 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.

20.17. 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
shall, 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.

20.18. Persons Dealing with the Trustee. No person dealing with the Trustee
shall 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.

20.19. 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 shall, upon written acceptance of
his appointment, become vested with the estate, rights, powers, discretion,


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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 shall no longer
participate in this prototype plan and shall 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 shall 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 counsel satisfactory to the Trustee) that such trust
shall 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.

20.20. Fiscal Year of the Trust. The fiscal year of the Trust shall coincide
with the Plan Year.

20.21. 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.

20.22. 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 20.03.

20.23. Plan Termination. Upon termination or partial termination of the Plan or
complete discontinuance of contributions thereunder, the Trustee shall 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 shall notify the Employer or Administrator of such
situation and the Trustee shall 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 shall
terminate, the Trustee shall be relieved from all liability under the Trust, and
no Participant or other person shall have any claims thereunder, except as
required by applicable law.

20.24. Permitted Reversion of Funds to Employer. If it is determined by the
Internal Revenue Service that the Plan does not initially qualify under Code


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Section 401, all assets then held under the Plan shall 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 shall be made
within one year after the date the initial qualification is denied. Upon such
distribution the Plan shall be considered to be rescinded and to be of no force
or effect.

      Contributions under the Plan are conditioned upon their deductibility
under Code Section 404. In the event the deduction of a contribution made by the
Employer is disallowed under Code Section 404, 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.

20.25. Governing Law. This Trust Agreement shall be construed, administered and
enforced according to ERISA and, to the extent not preempted thereby, the laws
of the Commonwealth of Massachusetts.


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