GARMIN INTERNATIONAL, INC.

                         SAVINGS AND PROFIT SHARING PLAN

































DEFINED CONTRIBUTION PLAN 7.7

RESTATED JANUARY 1. 1998

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                                TABLE OF CONTENTS


INTRODUCTION

ARTICLE I         FORMAT AND DEFINITIONS

         Section  1.01 -- Format
         Section  1.02 -- Definitions

ARTICLE II        PARTICIPATION

         Section 2.01 -- Active Participant
         Section 2.02 -- Inactive Participant
         Section 2.03 -- Cessation of Participation

ARTICLE III       CONTRIBUTIONS

         Section  3.01 --  Employer  Contributions
         Section  3.01A  --  Rollover Contributions
         Section 3.02 --  Forfeitures
         Section 3.03 -- Allocation
         Section 3.04 -- Contribution Limitation
         Section 3.05 -- Excess Amounts

ARTICLE IV        INVESTMENT OF CONTRIBUTIONS

         Section 4.01 -- Investment of Contributions

ARTICLE V         BENEFITS

         Section  5.01 -- Retirement  Benefits
         Section  5.02 -- Death Benefits
         Section  5.03 -- Vested Benefits
         Section  5.04 -- When Benefits Start
         Section  5.05 -- Withdrawal Privileges
         Section  5.06 -- Loans to Participants

ARTICLE VI        DISTRIBUTION OF BENEFITS

         Section  6.01 -- Automatic Forms of Distribution
         Section  6.02 -- Optional Forms of Distribution and Distribution
           Requirements
         Section  6.03 -- Election Procedures
         Section  6.04 -- Notice Requirements
         Section  6.05 -- Distributions Under Qualified Domestic Relations
          Orders

ARTICLE VII       TERMINATION OF PLAN

ARTICLE VIII      ADMINISTRATION OF PLAN

         Section  8.01 -- Administration
         Section  8.02 -- Records
         Section  8.03 -- Information Available
         Section  8.04 -- Claim and Appeal Procedures
         Section  8.05 -- Unclaimed Vested Account Procedure
         Section  8.06 -- Delegation of Authority

ARTICLE IX        GENERAL PROVISIONS

         Section  9.01 -- Amendments
         Section  9.02 -- Direct Rollovers
         Section  9.03 -- Mergers and Direct Transfers
         Section  9.04 -- Provisions  Relating to the Insurer and Other  Parties
         Section  9.05 -- Employment Status
         Section  9.06 -- Rights to Plan Assets
         Section  9.07 -- Beneficiary
         Section  9.08 -- Nonalienation of Benefits
         Section  9.09 -- Construction
         Section  9.10 -- Legal Actions
         Section  9.11 -- Small  Amounts
         Section  9.12 -- Word Usage
         Section  9.13 -- Transfers Between Plans

ARTICLE X         TOP-HEAVY PLAN REQUIREMENTS

         Section  10.01 -- Application
         Section  10.02 -- Definitions
         Section  10.03 -- Modification of Vesting Requirements
         Section  10.04 -- Modification of Contributions
         Section  10.05 -- Modification of Contribution Limitation

PLAN EXECUTION

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                                  INTRODUCTION



         The Primary  Employer  previously  established a 401(k) profit  sharing
plan on October 1, 1990.

         The Primary Employer is of the opinion that the plan should be changed.
It believes  that the best means to  accomplish  these  changes is to completely
restate the plan's terms, provisions and conditions. The restatement,  effective
January 1, 1998, is set forth in this document and is substituted in lieu of the
prior document.

         The  restated  plan  continues to be for the  exclusive  benefit of the
employees of the  Employer.  All persons  covered under the plan on December 31,
1997,  shall  continue  to be covered  under the  restated  plan with no loss of
benefits.

         It is intended  that the plan,  as restated,  shall qualify as a profit
sharing  plan  under the  Internal  Revenue  Code of 1986,  including  any later
amendments to the Code.
<PAGE>

                                   ARTICLE I

                             FORMAT AND DEFINITIONS

SECTION 1.01--FORMAT.

         Words and phrases defined in the DEFINITIONS SECTION of Article I shall
have that  defined  meaning when used in this Plan,  unless the context  clearly
indicates otherwise.

         These  words  and  phrases  have an  initial  capital  letter to aid in
identifying them as defined terms.

SECTION 1.02--DEFINITIONS.

ACCOUNT means,  for a Participant,  his share of the Investment  Fund.  Separate
accounting records are kept for those parts of his Account that result from:

     a)   Elective Deferral Contributions.

     b)   Matching Contributions.

     c)   Other Employer Contributions.

          If the  Employer  elects  to  include  any of these  Contributions  in
          computing the  percentages  in the EXCESS  AMOUNTS  SECTION of Article
          III, a separate  accounting  record  shall be kept for any part of his
          Account resulting from such Employer Contributions.

     d)   Rollover Contributions.

If the  Participant's  Vesting  Percentage  is less  than  100% as to any of the
Employer  Contributions,  a separate accounting record will be kept for any part
of his Account resulting from such Employer Contributions and, if there has been
a prior Forfeiture Date, from such  Contributions made before a prior Forfeiture
Date.

A  Participant's  Account  shall be  reduced by any  distribution  of his Vested
Account and by any Forfeitures.  A Participant's Account will participate in the
earnings credited,  expenses charged and any appreciation or depreciation of the
Investment  Fund.  His Account is subject to any minimum  guarantees  applicable
under the Group Contract or other investment arrangement

ACTIVE  PARTICIPANT means an Eligible Employee who is actively  participating in
the Plan  according  to the  provisions  in the  ACTIVE  PARTICIPANT  SECTION of
Article II.

AFFILIATED SERVICE GROUP means any group of corporations,  partnerships or other
organizations of which the Employer is a part and which is affiliated within the
meaning of Code Section 414(m) and regulations thereunder. Such a group includes
at least two organizations one of which is either a service  organization  (that
is, an organization the principal business of which is performing services),  or
an  organization  the  principal  business  of  which is  performing  management
functions  on a  regular  and  continuing  basis.  Such  service  is  of a  type
historically performed by employees.  In the case of a management  organization,
the Affiliated  Service Group shall include  organizations  related,  within the
meaning of Code Section 144(a)(3),  to either the management organization or the
organization  for which it performs  management  functions.  The term Controlled
Group,  as it is used in this Plan,  shall include the term  Affiliated  Service
Group.

ALTERNATE PAYEE means any spouse,  former spouse,  child or other dependent of a
Participant who is recognized by a qualified  domestic relations order as having
a right to receive all, or a portion of the benefits payable under the Plan with
respect to such participant.

ANNUAL  COMPENSATION  means, on any given date, the Employee's  Compensation for
the latest Compensation Year ending on or before the given date.

ANNUITY  STARTING  DATE  means,  for a  Participant,  the first day of the first
period for which an amount is payable as an annuity or any other form.

BENEFICIARY  means the person or persons named by a  Participant  to receive any
benefits  under  this Plan upon the  Participant's  death.  See the  BENEFICIARY
SECTION of Article IX.

CLAIMANT means any person who has made a claim for benefits under this Plan. See
the CLAIM AND APPEAL PROCEDURES SECTION of Article VIII.

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

COMPENSATION  means,  except as modified in this definition,  the total earnings
paid or made available to an Employee by the Employer or a Predecessor  Employer
during any  specified  period.  Earnings  from a  Predecessor  Employer  exclude
earnings while a partner or proprietor of such Predecessor Employer.

"Earnings" in this definition means  Compensation as defined in the CONTRIBUTION
LIMITATION SECTION of Article III.

Compensation shall also include elective  contributions.  Elective contributions
are amounts excludable from the Employee's gross income under Code Sections 125,
402(e)(3),  402(h) or 403(b), and contributed by the Employer, at the Employee's
election,  to a Code Section 401(k) arrangement,  a simplified employee pension,
cafeteria plan or tax-sheltered  annuity.  Elective  contributions  also include
Compensation  deferred under a Code Section 457 plan  maintained by the Employer
and Employee contributions "picked up" by a governmental entity and, pursuant to
Code Section 414(h)(2), treated as Employer contributions.

For  purposes of the EXCESS  AMOUNTS  SECTION of Article  III,  the Employer may
elect to use an  alternative  nondiscriminatory  definition of  Compensation  in
accordance with the regulations under Code Section 414(s).

Compensation shall exclude earnings paid before the Employee's Entry Date.

For Plan Years  beginning  after  December 31, 1988, and before January 1, 1994,
the annual  Compensation of each Participant  taken into account for determining
all benefits provided under the Plan for any year shall not exceed $200,000. For
Plan Years  beginning on or after January 1, 1994,  the annual  Compensation  of
each Participant  taken into account for determining all benefits provided under
the Plan for any year shall not exceed $150,000.

The  $200,000  limit shall be adjusted by the  Secretary at the same time and in
the same  manner as under Code  Section  415(d).  The  $150,000  limit  shall be
adjusted by the  Commissioner  for increases in the cost of living in accordance
with Code Section  401(a)(17)(B).  The cost of living adjustment in effect for a
calendar year applies to any period, not exceeding 12 months,  over which pay is
determined  (determination  period)  beginning  in  such  calendar  year.  If  a
determination  period consists of fewer than 12 months, the annual  compensation
limit will be multiplied by a fraction,  the numerator of which is the number of
months in the determination period, and the denominator of which is 12.

In  determining  the  Compensation  of a Participant  for purposes of the annual
compensation limit, the rules of Code Section 414(q)(6) shall apply, except that
in applying such rules,  the term "family"  shall include only the spouse of the
Participant and any lineal  descendants of the Participant who have not attained
age 19 before the close of the year. If, as a result of the  application of such
rules the  adjusted  annual  compensation  limit is  exceeded,  then (except for
purposes of determining the portion of Compensation up to the integration  level
if this Plan provides for permitted  disparity) the limitation shall be prorated
among  the  affected   individuals  in  proportion  to  each  such  individual's
Compensation  as determined  under this  definition  prior to the application of
this limitation.

If  Compensation  for any prior  determination  period is taken into  account in
determining  a  Participant's  benefits  accruing in the current Plan Year,  the
Compensation  for that  prior  determination  period is  subject  to the  annual
compensation  limit in effect  for that  prior  determination  period.  For this
purpose,  for determination  periods beginning before the first day of the first
Plan Year  beginning  on or after  January 1, 1989,  which are used to determine
benefits in Plan Years  beginning  after December 31, 1988 and before January 1,
1994,  the  annual  compensation  limit  is  $200,000.  For  this  purpose,  for
determination  periods  beginning  before  the first day of the first  Plan Year
beginning on or after January 1, 1994,  which are used to determine  benefits in
Plan Years beginning on or after January 1, 1994, the annual  compensation limit
is $150,000.

Compensation  means,  for an Employee who is a Leased  Employee,  the Employee's
Compensation  for the services he performs for the  Employer,  determined in the
same  manner as the  Compensation  of  Employees  who are not Leased  Employees,
regardless  of whether such  Compensation  would be received  directly  from the
Employer or from the leasing organization.

COMPENSATION  YEAR means each one-year period ending on the last day of the Plan
Year, including corresponding periods before October 1, 1990.

CONTINGENT  ANNUITANT means an individual  named by the Participant to receive a
lifetime benefit after the Participant's death in accordance with a survivorship
life annuity.

CONTRIBUTIONS means

        Elective Deferral Contributions
        Matching Contributions
        Qualified Nonelective Contributions
        Discretionary Contributions
        Rollover Contributions

as set out in Article III, unless the context clearly indicates otherwise.

CONTROLLED GROUP means any group of corporations,  trades or businesses of which
the  Employer  is a part that are  under  common  control.  A  Controlled  Group
includes  any  group of  corporations,  trades  or  businesses,  whether  or not
incorporated, which is either a parent-subsidiary group, a brother-sister group,
or a combined  group  within the meaning of Code  Section  414(b),  Code Section
414(c) and regulations thereunder and, for purposes of determining  contribution
limitations  under the  CONTRIBUTION  LIMITATION  SECTION  of  Article  III,  as
modified by Code  Section  415(h) and,  for the  purpose of  identifying  Leased
Employees, as modified by Code Section 144(a)(3).  The term Controlled Group, as
it is used in this Plan, shall include the term Affiliated Service Group and any
other  employer  required to be aggregated  with the Employer under Code Section
414(o) and the regulations thereunder.

DIRECT  ROLLOVER  means a payment by the Plan to the  Eligible  Retirement  Plan
specified by the Distributee.

DISCRETIONARY  CONTRIBUTIONS  means  discretionary  contributions  made  by  the
Employer to fund this Plan.  See the EMPLOYER  CONTRIBUTIONS  SECTION of Article
III.

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

ELECTIVE DEFERRAL CONTRIBUTIONS means Contributions made by the Employer to fund
this  Plan in  accordance  with a  qualified  cash or  deferred  arrangement  as
described in Code Section  401(k).  See the  EMPLOYER  CONTRIBUTIONS  SECTION of
Article III.

ELIGIBILITY  SERVICE means an Employee's Period of Service.  If he has more than
one  Period  of  Service,  or if all or a part of a  Period  of  Service  is not
counted, his Eligibility Service shall be determined by adjusting his Employment
Commencement  Date so that he has one continuous  period of Eligibility  Service
equal to the  aggregate of all his countable  Periods of Service.  An Employee's
Eligibility  Service  shall be  determined  on the basis  that 30 days equal one
month and 365 days equal one year.

However, Eligibility Service is modified as follows:

Predecessor Employer service included:

     An  Employee's  service with a  Predecessor  Employer  shall be included as
     service with the Employer.  This service excludes service performed while a
     proprietor or partner.

Period of Military Duty included:

     A Period of Military Duty shall be included as service with the Employer to
     the extent it has not already been credited.

Period of Severance included (service spanning rule):

     A Period of  Severance  shall be deemed  to be a Period  of  Service  under
     either of the following conditions:

          a)   the Period of Severance immediately follows a period during which
               an Employee is not absent from work and ends within 12 months; or

          b)   the Period of Severance immediately follows a period during which
               an  Employee  is  absent  from  work for any  reason  other  than
               quitting,  being  discharged  or  retiring  (such  as a leave  of
               absence or layoff)  and ends  within 12 months of the date he was
               first absent.

Controlled Group service included:

     An Employee's  service with a member firm of a Controlled  Group while both
     that firm and the Employer  were members of the  Controlled  Group shall be
     included as service with the Employer.

ELIGIBLE EMPLOYEE means any Employee of the Employer.

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 the  Distributee's  Eligible
Rollover Distribution.

However,  in the case of an  Eligible  Rollover  Distribution  to the  surviving
spouse,  an Eligible  Retirement  Plan is an  individual  retirement  account or
individual retirement annuity.

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:

          a)   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.

          b)   Any  distribution  to the extent  such  distribution  is required
               under Code Section 401(a)(9).

          c)   The portion of any  distribution  that is not includible in gross
               income  (determined  without  regard  to the  exclusion  for  net
               unrealized appreciation with respect to employer securities).

EMPLOYEE  means an  individual  who is  employed  by the  Employer  or any other
employer required to be aggregated with the Employer under Code Sections 414(b),
(c), (m) or (o). A Controlled Group member is required to be aggregated with the
Employer.

The term  Employee  shall  also  include  any  Leased  Employee  deemed to be an
employee of any  employer  described in the  preceding  paragraph as provided in
Code Sections 414(n) or 414(o).

EMPLOYER  means the  Primary  Employer.  This will also  include  any  successor
corporation or firm of the Employer which shall,  by written  agreement,  assume
the  obligations  of this  Plan or any  predecessor  corporation  or firm of the
Employer  (absorbed by the  Employer,  or of which the Employer was once a part)
which  became a  predecessor  because of a change of name,  merger,  purchase of
stock or purchase of assets and which maintained this Plan.

EMPLOYER CONTRIBUTIONS means

         Elective Deferral Contributions
         Matching Contributions
         Qualified Nonelective Contributions
         Discretionary Contributions

as set out in Article III, unless the context clearly indicates otherwise.

EMPLOYMENT  COMMENCEMENT  DATE  means the date an  Employee  first  performs  an
Hour-of-Service.

ENTRY  DATE  means  the date an  Employee  first  enters  the Plan as an  Active
Participant. See the ACTIVE PARTICIPANT SECTION of Article II.

FISCAL  YEAR means the  Primary  Employer's  taxable  year.  The last day of the
Fiscal Year is the last Saturday in December.

FORFEITURE means the part, if any, of a Participant's Account that is forfeited.
See the FORFEITURES SECTION of Article III.

FORFEITURE DATE means, as to a Participant, the date the Participant incurs five
consecutive  Vesting Breaks in Service.  A Participant incurs a Vesting Break in
Service on the last day of the period used to  determine  the  Vesting  Break in
Service.

This is the date on which the Participant's  Nonvested Account will be forfeited
unless an earlier  forfeiture  occurs as provided in the FORFEITURES  SECTION of
Article III.

GROUP  CONTRACT  means the group  annuity  contract or contracts  into which the
Trustee  enters with the Insurer for the  investment  of  Contributions  and the
payment of benefits  under this Plan.  The term Group  Contract as it is used in
this Plan is deemed to include the plural unless the context  clearly  indicates
otherwise.

HIGHLY  COMPENSATED  EMPLOYEE means a highly  compensated  active  Employee or a
highly compensated former Employee.

A highly compensated active Employee means any Employee who performs service for
the Employer  during the  determination  year and who, during the look-back year
is:

     a)   An Employee who is a 5% owner, as defined in Section  416(i)(1)(B)(i),
          at any time during the determination year or the look-back year.

     b)   An Employee who receives compensation in excess of $75,000 (indexed in
          accordance with Section 415(d)) during the look-back year.

     c)   An Employee who receives compensation in excess of $50,000 (indexed in
          accordance  with Section  415(d))  during the look-back  year and is a
          member of the top-paid group for the look-back year.

     d)   An Employee who is an officer,  within the meaning of Section  416(i).
          during  the  look-back  year  and  who  receives  compensation  in the
          look-back  year  greater than 50% of the dollar  limitation  in effect
          under  Section  415(b)(1)(A)  for  the  calendar  year  in  which  the
          look-back year begins. The number of officers is limited to 50 (or, if
          lesser,  the greater of 3  employees  or 10% of  employees)  excluding
          those employees who may be excluded in determining the top-paid group.

     e)   An Employee  who is both  described  in paragraph b, c or d above when
          these paragraphs are modified to substitute the determination year for
          the  look-back  year and one of the 100 Employees who receive the most
          compensation from the Employer during the determination year.

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

For this purpose,  the determination  year shall be the Plan Year. The look-back
year shall be the twelve-month  period  immediately  preceding the determination
year.

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

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

Compensation  is  compensation  within the  meaning of Code  Section  415(c)(3),
including  elective or salary reduction  contributions to a cafeteria plan, cash
or deferred arrangement or tax-sheltered annuity. The top-paid group consists of
the top 20% of employees ranked on the basis of compensation received during the
year.

Employers  aggregated  under  Section  414(b),  (c), (m) or (o) are treated as a
single Employer.

HOUR-OF-SERVICE  means, for the elapsed time method of crediting service in this
Plan,  each hour for which an  Employee is paid,  or  entitled  to payment,  for
performing duties for the Employer.  Hour-of-Service means, for the hours method
of crediting service in this Plan, the following:

     a)   Each hour for which an Employee is paid,  or entitled to payment,  for
          performing  duties for the Employer during the applicable  computation
          period.

     b)   Each hour for which an  Employee is paid,  or entitled to payment,  by
          the  Employer  because  of a period  of time in which  no  duties  are
          performed  (irrespective  of whether the employment  relationship  has
          terminated) due to vacation,  holiday, illness,  incapacity (including
          disability),  layoff,  jury duty,  military  duty or leave of absence.
          Notwithstanding the preceding  provisions of this subparagraph (b), no
          credit will be given to the Employee

          1)   for more than 501  Hours-of-Service  under this  subparagraph (b)
               because of any  single  continuous  period in which the  Employee
               performs no duties (whether or not such period occurs in a single
               computation period); or

          2)   for an  Hour-of-Service  for which the  Employee  is  directly or
               indirectly  paid, or entitled to payment,  because of a period in
               which no duties  are  performed  if such  payment  is made or due
               under a plan maintained  solely for the purpose of complying with
               applicable  worker's or workmen's  compensation,  or unemployment
               compensation or disability insurance laws; or

          3)   for an Hour-of-Service  for a payment which solely reimburses the
               Employee for medical or medically  related  expenses  incurred by
               him.

          For purposes of this subparagraph (b), a payment shall be deemed to be
          made by, or due from the Employer,  regardless of whether such payment
          is made by, or due from the Employer,  directly or indirectly through,
          among  others,  a  trust  fund  or  insurer,  to  which  the  Employer
          contributes or pays premiums and  regardless of whether  contributions
          made or due to the trust  fund,  insurer  or other  entity are for the
          benefit  of  particular  employees  or are on  behalf  of a  group  of
          employees in the aggregate.

     c)   Each hour for which back pay,  irrespective  of mitigation of damages,
          is either  awarded  or agreed to by the  Employer.  The same  Hours-of
          -Service  shall  not  be  credited  under  both  subparagraph  (a)  or
          subparagraph   (b)  above  (as  the  case  may  be)  and  under   this
          subparagraph (c). Crediting of  Hours-of-Service  for back pay awarded
          or agreed to with  respect to periods  described in  subparagraph  (b)
          above  will  be  subject  to  the   limitations   set  forth  in  that
          subparagraph.

The  crediting  of  Hours-of-Service  above shall be applied  under the rules of
paragraphs  (b)  and  (c) of the  Department  of  Labor  Regulation  2530.200b-2
(including  any  interpretations  or opinions  implementing  said rules);  which
rules,  by this  reference,  are  specifically  incorporated in full within this
Plan. The reference to paragraph (b) applies to the special rule for determining
hours of service  for  reasons  other  than the  performance  of duties  such as
payments  calculated  (or not  calculated) on the basis of units of time and the
rule against  double  credit.  The  reference  to  paragraph  (c) applies to the
crediting of hours of service to computation periods.

Hours-of-Service  shall be  credited  for  employment  with any  other  employer
required to be aggregated with the Employer under Code Sections 414(b), (c), (m)
or (o) and the  regulations  thereunder for purposes of eligibility and vesting.
Hours-of-Service  shall also be credited for any individual who is considered an
employee  for  purposes  of this Plan  pursuant to Code  Section  414(n) or Code
Section 414(o) and the regulations thereunder.

Solely for  purposes  of  determining  whether a one-year  break in service  has
occurred  for  eligibility  or vesting  purposes,  during a Parental  Absence an
Employee  shall be credited  with the  Hours-of-Service  which  otherwise  would
normally have been credited to the Employee but for such absence, or in any case
in which such hours cannot be determined, eight Hours-of-Service per day of such
absence. The Hours-of-Service credited under this paragraph shall be credited in
the computation period in which the absence begins if the crediting is necessary
to prevent a break in  service in that  period;  or in all other  cases,  in the
following computation period.

INACTIVE  PARTICIPANT means a former Active Participant who has an Account.  See
the INACTIVE PARTICIPANT SECTION of Article II.

INSURER means  Principal  Mutual Life Insurance  Company and any other insurance
company or companies named by the Trustee or Primary Employer.

INVESTMENT  FUND  means the  total  assets  held for the  purpose  of  providing
benefits for Participants.  These funds result from Contributions made under the
Plan.

INVESTMENT MANAGER means any fiduciary (other than a trustee or Named Fiduciary)

     a)   who has the power to manage,  acquire, or dispose of any assets of the
          Plan; and

     b)   who (1) is registered as an  investment  adviser under the  Investment
          Advisers Act of 1940, or (2) is a bank,  as defined in the  Investment
          Advisers  Act of 1940,  or (3) is an  insurance  company  qualified to
          perform services described in subparagraph (a) above under the laws of
          more than one state; and

     c)   who has  acknowledged in writing being a fiduciary with respect to the
          Plan.

LATE  RETIREMENT  DATE  means  the  first  day of any  month  which  is  after a
Participant's  Normal Retirement Date and on which retirement benefits begin. If
a  Participant  continues to work for the Employer  after his Normal  Retirement
Date, his Late  Retirement  Date shall be the earliest first day of the month on
or after he ceases to be an Employee.  An earlier or a later Retirement Date may
apply if the Participant so elects. An earlier  Retirement Date may apply if the
Participant is age 70 1/2. See the WHEN BENEFITS START SECTION of Article V.

LEASED  EMPLOYEE  means any person (other than an employee of the recipient) who
pursuant to an agreement  between the recipient  and any other person  ("leasing
organization")  has  performed  services for the recipient (or for the recipient
and related persons  determined in accordance with Code Section  414(n)(6)) on a
substantially  full time  basis  for a period  of at least  one  year,  and such
services are of a type historically performed by employees in the business field
of the recipient employer.  Contributions or benefits provided a Leased Employee
by the leasing  organization which are attributable to service performed for the
recipient employer shall be treated as provided by the recipient employer.

A Leased Employee shall not be considered an employee of the recipient if:

     a)   such employee is covered by a money  purchase  pension plan  providing
          (1) a nonintegrated  employer contribution rate of at least 10 percent
          of compensation,  as defined in Code Section 415(c)(3),  but including
          amounts contributed pursuant to a salary reduction agreement which are
          excludable  from the employee's  gross income under Code Sections 125,
          402(e)(3), 402(h) or 403(b), (2) immediate participation, and (3) full
          and immediate vesting and

     b)   Leased  Employees  do not  constitute  more  than  20  percent  of the
          recipient's nonhighly compensated workforce.

LOAN  ADMINISTRATOR  means the person or positions  authorized to administer the
Participant loan program.

The Loan Administrator is THE PLAN ADMINISTRATOR.

MATCHING CONTRIBUTIONS means matching contributions made by the Employer to fund
this Plan. See the EMPLOYER CONTRIBUTIONS SECTION of Article III.

MONTHLY  DATE means each  Yearly Date and the same day of each  following  month
during the Plan Year beginning on such Yearly Date.

NAMED  FIDUCIARY  means the person or persons who have  authority to control and
manage the operation and administration of the Plan.

The Named Fiduciary is the Employer.

NONHIGHLY  COMPENSATED EMPLOYEE means an Employee of the Employer who is neither
a Highly Compensated Employee nor a family member.

NONVESTED ACCOUNT means the part, if any, of a Participant's  Account that is in
excess of his Vested Account.

NORMAL FORM means a single life annuity with installment refund.

NORMAL RETIREMENT AGE means the age at which the Participant's normal retirement
benefit becomes nonforfeitable. A Participant's Normal Retirement Age is 65.

NORMAL RETIREMENT DATE means the earliest first day of the month on or after the
date the  Participant  reaches  his  Normal  Retirement  Age.  Unless  otherwise
provided in this Plan,  a  Participant's  retirement  benefits  shall begin on a
Participant's  Normal Retirement Date if he has ceased to be an Employee on such
date and has a Vested  Account.  Even if the  Participant  is an Employee on his
Normal  Retirement  Date, he may choose to have his retirement  benefit begin on
such date. See the WHEN BENEFITS START SECTION of Article V.

PARENTAL ABSENCE means an Employee's  absence from work which begins on or after
the first Yearly Date after December 31, 1984,

     a)   by reason of pregnancy of the Employee,

     b)   by reason of birth of a child of the Employee,

     c)   by reason of the  placement of a child with the Employee in connection
          with adoption of such child by such Employee, or

     d)   for  purposes  of  caring  for  such  child  for  a  period  beginning
          immediately following such birth or placement.

PARTICIPANT means either an Active Participant or an Inactive Participant.

PERIOD OF MILITARY DUTY means, for an Employee

     a)   who served as a member of the armed forces of the United States, and

     b)   who was  reemployed  by the Employer at a time when the Employee had a
          right to reemployment in accordance with seniority rights as protected
          under Section 2021 through 2026 of Title 38 of the U. S. Code,

the period of time from the date the  Employee was first absent from active work
for the  Employer  because of such  military  duty to the date the  Employee was
reemployed.

PERIOD OF SERVICE means a period of time  beginning on an Employee's  Employment
Commencement  Date or Reemployment  Commencement  Date  (whichever  applies) and
ending on his Severance from Service Date.

PERIOD OF SEVERANCE means a period of time beginning on an Employee's  Severance
from Service Date and ending on the date he again performs an Hour-of-Service.

A one-year  Period of Severance  means a Period of  Severance of 12  consecutive
months.

Solely for purposes of  determining  whether a one-year  Period of Severance has
occurred for eligibility or vesting purposes,  the  12-consecutive  month period
beginning on the first anniversary of the first date of a Parental Absence shall
not be a one-year Period of Severance.

PLAN means the 401(k)  profit  sharing  plan of the  Employer  set forth in this
document, including any later amendments to it.

PLAN ADMINISTRATOR means the person or persons who administer the Plan.

The Plan Administrator is the Employer.

PLAN YEAR means a period beginning on a Yearly Date and ending on the day before
the next Yearly Date.

PREDECESSOR  EMPLOYER means PRONAV  INTERNATIONAL,  INC., GARMIN CORPORATION and
PRONAV CORPORATION.

PRIMARY EMPLOYER means GARMIN INTERNATIONAL, INC.

QUALIFIED JOINT AND SURVIVOR FORM means, for a Participant who has a spouse,  an
immediate   survivorship  life  annuity  with  installment  refund,   where  the
survivorship percentage is 50% and the Contingent Annuitant is the Participant's
spouse.  A former  spouse  will be treated as the spouse to the extent  provided
under a qualified  domestic relations order as described in Code Section 414(p).
If a Participant  does not have a spouse,  the Qualified Joint and Survivor Form
means the Normal Form.

The amount of benefit  payable under the Qualified Joint and Survivor Form shall
be the amount of  benefit  which may be  provided  by the  Participant's  Vested
Account

QUALIFIED  NONELECTIVE  CONTRIBUTIONS means  contributions  (other than Employer
Contributions made to the Plan on behalf of a Participant on account of Elective
Deferral  Contributions or on account of contributions  made by the Participant)
made by the  Employer to fund this Plan which an Employee  may not elect to have
paid to him in cash  instead  of being  contributed  to the Plan and  which  are
subject  to the  distribution  and  nonforfeitability  requirements  under  Code
Section 401(k). See the EMPLOYER CONTRIBUTIONS SECTION of Article III.

QUALIFIED  PRERETIREMENT  SURVIVOR  ANNUITY  means a single  life  annuity  with
installment  refund  payable to the surviving  spouse of a Participant  who dies
before  his  Annuity  Starting  Date.  A former  spouse  will be  treated as the
surviving  spouse to the extent  provided under a qualified  domestic  relations
order as described in Code Section 414(p).

REEMPLOYMENT  COMMENCEMENT  DATE means the date an  Employee  first  performs an
Hour-of-Service following a Period of Severance.

REENTRY DATE means the date a former Active  Participant  reenters the Plan. See
the ACTIVE PARTICIPANT SECTION of Article II.

RETIREMENT  DATE  means  the  date a  retirement  benefit  will  begin  and is a
Participant's Normal or Late Retirement Date, as the case may be.

ROLLOVER CONTRIBUTIONS means the Rollover Contributions which are made by or for
a Participant according to the provisions of the ROLLOVER  CONTRIBUTIONS SECTION
of Article III.

SEMI-YEARLY  DATE means each Yearly Date and the sixth  Monthly  Date after each
Yearly Date which is within the same Plan Year.

SEVERANCE FROM SERVICE DATE means the earlier of

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

     b)   the  first  anniversary  of the date an  Employee  begins  a  one-year
          absence from service  (with or without  pay).  This absence may be the
          result of any combination of vacation, holiday, sickness,  disability,
          leave of absence or layoff.

Solely to  determine  whether a one-year  Period of  Severance  has occurred for
eligibility  or vesting  purposes  for an Employee  who is absent  from  service
beyond the first anniversary of the first day of a Parental  Absence,  Severance
from  Service  Date is the second  anniversary  of the first day of the Parental
Absence.  The period between the first and second anniversaries of the first day
of the  Parental  Absence  is not a Period  of  Service  and is not a Period  of
Severance.

TEFRA means the Tax Equity and Fiscal Responsibility Act of 1982.

TEFRA  COMPLIANCE DATE means the date a plan is to comply with the provisions of
TEFRA. The TEFRA Compliance Date as used in this Plan is,

     a)   for purposes of contribution limitations, Code Section 415,

          1)   if the plan was in effect on July 1,  1982,  the first day of the
               first limitation year which begins after December 31, 1982, or

          2)   if the plan was not in effect on July 1,  1982,  the first day of
               the first limitation year which ends after July 1, 1982.

     b)   for all other purposes, the first Yearly Date after December 31, 1983.

TOTALLY AND  PERMANENTLY  DISABLED  means that a Participant  is disabled,  as a
result of sickness or injury,  to the extent that he is prevented  from engaging
in any  substantial  gainful  activity,  and is  eligible  for  and  receives  a
disability benefit under Title II of the Federal Social Security Act.

TRUST means an  agreement  of trust  between the  Primary  Employer  and Trustee
established for the purpose of holding and distributing the Trust Fund under the
provisions of the Plan.  The Trust may provide for the  investment of all or any
portion of the Trust Fund in the Group Contract

TRUST  FUND  means the total  funds  held  under  the Trust for the  purpose  of
providing benefits for Participants.  These funds result from Contributions made
under the Plan which are  forwarded  to the Trustee to be deposited in the Trust
Fund.

TRUSTEE means the trustee or trustees under the Trust. The term Trustee as it is
used in this Plan is deemed to include  the plural  unless the  context  clearly
indicates otherwise.

VESTED  ACCOUNT  means  the  vested  part  of  a  Participant's   Account.   The
Participant's Vested Account is determined as follows.

If the Participant's  Vesting  Percentage is 100%, his Vested Account equals his
Account.

If the  Participant's  Vesting  Percentage is less than 100%, his Vested Account
equals the sum of (a) and (b) below:

     a)   The part of the  Participant's  Account  that  results  from  Employer
          Contributions  made  before  a prior  Forfeiture  Date  and all  other
          Contributions which were 100% vested when made.

     b)   The  balance of the  Participant's  Account in excess of the amount in
          (a) above multiplied by his Vesting Percentage.

If the Participant has withdrawn any part of his Account resulting from Employer
Contributions,  other than the vested  Employer  Contributions  included  in (a)
above, the amount  determined under this subparagraph (b) shall be equal to P(AB
+ D) - D as defined below:

     P    The Participant's Vesting Percentage.

     AB   The  balance of the  Participant's  Account in excess of the amount in
          (a) above.

     D    The amount of withdrawal resulting from Employer Contributions,  other
          than the vested Employer Contributions included in (a) above.

The Participant's Vested Account is nonforfeitable.

VESTING BREAK IN SERVICE means a Vesting Computation Period in which an Employee
is credited  with 500 or fewer  Hours-of-Service.  An Employee  incurs a Vesting
Break in Service on the last day of a Vesting Computation Period in which he has
a Vesting Break in Service.

VESTING  COMPUTATION  PERIOD means a  12-consecutive  month period ending on the
last day of each Plan Year, including corresponding 12-consecutive month periods
before October 1, 1990.

VESTING  PERCENTAGE  means the percentage  used to determine the  nonforfeitable
portion of a Participant's Account attributable to Employer  Contributions which
were not 100% vested when made.

A Participant's  Vesting  Percentage is shown in the following schedule opposite
the number of whole years of his Vesting Service.

              VESTING SERVICE                             VESTING
              (whole years)                              PERCENTAGE

               Less than 1                                   0
                    1                                       20
                    2                                       40
                    3                                       60
                    4                                       80
                5 or more                                  100

However, the Vesting Percentage for a Participant who is an Employee on or after
the earliest of (i) the date he reaches his Normal Retirement Age, (ii) the date
of his death,  or (iii) the date he becomes  Totally and  Permanently  Disabled,
shall be 100% on such date.

If the schedule used to determine a Participant's Vesting Percentage is changed,
the new schedule shall not apply to a Participant  unless he is credited with an
Hour-of-Service  on or  after  the  date of the  change  and  the  Participant's
nonforfeitable  percentage  on the day  before  the  date of the  change  is not
reduced under this Plan.  The amendment  provisions of the AMENDMENT  SECTION of
Article IX regarding changes in the computation of the Vesting  Percentage shall
apply.

VESTING SERVICE means one year of service for each Vesting Computation Period in
which an Employee is credited with at least 1,000 Hours-of-Service.

However, Vesting Service is modified as follows:

Rule of parity service excluded:

     An  Employee's  Vesting  Service,  accumulated  before a  Vesting  Break in
     service  which  occurred  before the first  Yearly  Date in 1985,  shall be
     excluded if

a)   his Vesting Percentage is zero, and

b)   his  latest  period of  consecutive  Vesting  Breaks in  Service  equals or
     exceeds his prior Vesting  Service  (disregarding  any Vesting Service that
     was excluded because of a previous period of Vesting Breaks in Service).

Service  accrued  after  the first  Yearly  Date in 1985  shall not be  excluded
because of the rule of parity.

Predecessor Employer service included:

     An  Employee's  service with a  Predecessor  Employer  shall be included as
     service with the Employer.  This service excludes service performed while a
     proprietor or partner.

Period of Military Duty included:

     A Period of Military Duty shall be included as service with the Employer to
     the extent it has not already  been  credited.  For  purposes of  crediting
     Hours-of-Service  during the Period of Military  Duty,  an  Hour-of-Service
     shall be credited  (without regard to the 501  Hour-of-Service  limitation)
     for each hour an Employee  would  normally have been  scheduled to work for
     the Employer during such period.

Controlled Group service included:

     An Employee's  service with a member firm of a Controlled  Group while both
     that firm and the Employer  were members of the  Controlled  Group shall be
     included as service with the Employer.

YEARLY DATE means October 1, 1990, and each following January 1.

YEARS  OF  SERVICE  means  an  Employee's   Vesting  Service   disregarding  any
modifications which exclude service.
<PAGE>

                                   ARTICLE II

                                  PARTICIPATION

SECTION 2.01--ACTIVE PARTICIPANT.

     a)   An Employee  shall first become an Active  Participant  (begin  active
          participation  in the  Plan) on the  earliest  Semi-yearly  Date on or
          after January 1, 1998, on which he is an Eligible Employee and has met
          both of the eligibility requirements set forth below. This date is his
          Entry Date.

          1)   He has completed  three months of Eligibility  Service before his
               Entry Date.

          2)   He is age 21 or older.

          Each Employee who was an Active Participant under the Plan on December
          31, 1997, shall continue to be an Active Participant if he is still an
          Eligible  Employee  on January  1, 1998,  and his Entry Date shall not
          change.

          If a  person  has  been  an  Eligible  Employee  who  has  met all the
          eligibility requirements above, but is not an Eligible Employee on the
          date which would have been his Entry Date,  he shall  become an Active
          Participant  on the date he again becomes an Eligible  Employee.  This
          date is his Entry Date.

     b)   An  Inactive  Participant  shall  again  become an Active  Participant
          (resume  active  participation  in the  Plan)  on the  date  he  again
          performs an Hour-of-Service as an Eligible Employee.  This date is his
          Reentry Date.

          Upon again  becoming  an Active  Participant,  he shall cease to be an
          Inactive Participant.

     c)   A former Participant shall again become an Active Participant  (resume
          active  participation  in the Plan) on the date he again  performs  an
          Hour-of-Service  as an  Eligible  Employee.  This date is his  Reentry
          Date.

     There shall be no duplication of benefits for a Participant under this Plan
because of more than one period as an Active Participant.

SECTION 2.02--INACTIVE PARTICIPANT.

     An Active  Participant shall become an Inactive  Participant (stop accruing
benefits under the Plan) on the earlier of the following:

     a)   The  date on  which  he  ceases  to be an  Eligible  Employee  (on his
          Retirement  Date if the  date he  ceases  to be an  Eligible  Employee
          occurs within one month of his Retirement Date).

     b)   The effective date of complete termination of the Plan.

     An Employee or former  Employee who was an Inactive  Participant  under the
Plan on December  31,  1997,  shall  continue to be an Inactive  Participant  on
January 1, 1998.  Eligibility  for any benefits  payable to him or on his behalf
and the amount of the benefits  shall be determined  according to the provisions
of the prior document, unless otherwise stated in this document.

SECTION 2.03--CESSATION OF PARTICIPATION.

     A Participant  shall cease to be a Participant  on the date he is no longer
an Eligible Employee and his Account is zero.

<PAGE>

                                  ARTICLE III

                                  CONTRIBUTIONS

SECTION 3.01--EMPLOYER CONTRIBUTIONS.

     Employer  Contributions  for Plan  Years  which end on or after  January 1,
1998, may be made without regard to current or accumulated net income, earnings,
or  profits  of the  Employer.  Notwithstanding  the  foregoing,  the Plan shall
continue to be designed to qualify as a profit sharing plan for purposes of Code
Sections  401(a),  402,  412, and 417. Such  Contributions  will be equal to the
Employer Contributions as described below:

     a)   The amount of each Elective  Deferral  Contribution  for a Participant
          shall be equal to any percentage of his Compensation as elected in his
          elective deferral agreement An Employee who is eligible to participate
          in the Plan may file an elective deferral agreement with the Employer.
          The   elective   deferral   agreement  to  start   Elective   Deferral
          Contributions may be effective on a Participant's  Entry Date (Reentry
          Date,  if   applicable)  or  any  following   Semi-yearly   Date.  The
          Participant  shall make any change or terminate the elective  deferral
          agreement by filing a new elective deferral agreement. A Participant's
          elective  deferral  agreement  making a change may be effective on any
          date  an  elective  deferral  agreement  to  start  Elective  Deferral
          Contributions  could be effective.  A Participant's  elective deferral
          agreement to stop Elective Deferral  Contributions may be effective on
          any  date.  A  Participant   may  not  defer  more  than  15%  of  his
          Compensation for the Plan Year. The elective  deferral  agreement must
          be in writing and completed  before the beginning of the pay period in
          which Elective Deferral Contributions are to start, change or stop.

          Elective   Deferral   Contributions   are  fully  (100%)   vested  and
          nonforfeitable.

     b)   The amount of each Matching  Contribution  for a Participant  shall be
          equal  to 75% of the  Elective  Deferral  Contributions  made for him,
          disregarding any Elective  Deferral  Contributions in excess of 10% of
          his Compensation.

          Matching Contributions are subject to the Vesting Percentage.

     c)   The  amount  of  each  Qualified  Nonelective  Contribution  shall  be
          determined by the Employer.

          Qualified  Nonelective  Contributions  are  fully  (100%)  vested  and
          nonforfeitable.

     d)   The amount of each  Discretionary  Contribution shall be determined by
          the Employer.

          Discretionary Contributions are subject to the Vesting Percentage.

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

     The Employer shall pay to the Trustee its  Contributions  used to determine
the Actual  Deferral  Percentage,  as defined in the EXCESS  AMOUNTS  SECTION of
Article  III,  to the Plan  for each  Plan  Year not  later  than the end of the
twelve-month  period  immediately  following  the Plan Year for  which  they are
deemed to be paid. Any such Contributions accumulated through payroll deductions
shall  be paid  within  90 days of the  date  withheld  or the  date it is first
reasonably practical for the Employer to do so, if earlier.

     A portion of the Plan assets resulting from Employer Contributions (but not
more than the original amount of those Contributions and reduced proportionately
for losses,  if applicable)  may be returned if the Employer  Contributions  are
made because of a mistake of fact or are more than the amount  deductible  under
Code Section 404 (excluding any amount which is not deductible  because the Plan
is  disqualified).  The amount  involved must be returned to the Employer within
one year after the date the Employer  Contributions  are made by mistake of fact
or the date the deduction is disallowed,  whichever applies.  Except as provided
under this paragraph and Article VII, the assets of the Plan shall never be used
for the  benefit  of the  Employer  and are held for the  exclusive  purpose  of
providing  benefits to Participants  and their  Beneficiaries  and for defraying
reasonable expenses of administering the Plan.

SECTION 3.01A--ROLLOVER CONTRIBUTIONS.

     A Rollover  Contribution may be made by or for an Eligible  Employee if the
following conditions are met:

     a)   The Contribution is a rollover  contribution which the Code permits to
          be transferred to a plan that meets the  requirements  of Code Section
          401(a).

     b)   If the  Contribution  is made  by the  Eligible  Employee,  it is made
          within sixty days after he receives the distribution.

     c)   The Eligible  Employee  furnishes  evidence  satisfactory  to the Plan
          Administrator  that  the  proposed  transfer  is in  fact  a  rollover
          contribution that meets conditions (a) and (b) above.

     The  Rollover  Contribution  may be made by the  Eligible  Employee  or the
Eligible  Employee may direct the trustee or named  fiduciary of another plan to
transfer the funds which would otherwise be a Rollover  Contribution directly to
this Plan. Such transferred funds shall be called a Rollover  Contribution.  The
Contribution  shall  be  made  according  to  procedures  set  up  by  the  Plan
Administrator.

     If the  Eligible  Employee  is not an  Active  Participant  at the time the
Rollover  Contribution is made, he shall be deemed to be a Participant  only for
the purposes of investment and  distribution  of the Rollover  Contribution.  He
shall not share in the  allocation of Employer  Contributions  until the time he
meets all the requirements to become an Active Participant.

     Rollover  Contributions  made  by or  for an  Eligible  Employee  shall  be
credited to his Account.  The part of the  Participant's  Account resulting from
Rollover Contributions is fully (100%) vested and nonforfeitable at all times. A
separate  accounting  record shall be  maintained  for that part of his Rollover
Contribution  which consists of voluntary  contributions that were deducted from
the Participant's gross income for Federal income tax purposes.

SECTION 3.02--FORFEITURES.

     The Nonvested Account of a Participant shall be forfeited as of the earlier
of the following:  the date of the Participant's death, if prior to such date he
had  ceased  to be an  Employee;  or his  Forfeiture  Date.  All or a part  of a
Participant's  Nonvested  Account will be forfeited if, after he ceases to be an
Employee,  he  receives  a  distribution  of  his  entire  Vested  Account  or a
distribution  of his Vested Account  derived from Employer  Contributions  which
were not 100%  vested  when  made  according  to the  provisions  of the  VESTED
BENEFITS  SECTION of Article V or the SMALL AMOUNTS  SECTION of Article IX. If a
Participant's Vested Account is zero on the date he ceases to be an Employee, he
shall be deemed to have received a distribution  of his entire Vested Account on
such date. The forfeiture will occur as of the date he receives the distribution
or on the date such  provision  became  effective,  if later.  If he  receives a
distribution of his entire Vested Account,  his entire Nonvested Account will be
forfeited.  If he receives a  distribution  of his Vested  Account from Employer
Contributions  which were not 100%  vested  when made,  but less than his entire
Vested Account, the amount to be forfeited will be determined by multiplying his
Nonvested Account by a fraction.  The numerator of the fraction is the amount of
the distribution derived from Employer  Contributions which were not 100% vested
when made and the  denominator  of the  fraction  is his entire  Vested  Account
derived from such Employer Contributions on the date of distribution.

     A Forfeiture shall also occur as described in the EXCESS AMOUNTS SECTION of
Article III.

     Forfeitures may first be applied to pay  administrative  expenses under the
Plan which would otherwise be paid by the Employer.

     Forfeitures  not used to pay  administrative  expenses  shall be applied to
reduce  the  earliest  Employer  Contributions  made after the  Forfeitures  are
determined.  Forfeitures  shall be  determined at least once during each taxable
year of the Employer.  Upon their application,  such Forfeitures shall be deemed
to be Employer Contributions.

     Forfeitures of Matching Contributions which relate to excess amounts
shall be applied as provided in the EXCESS AMOUNTS SECTION of Article III.

     If a Participant again becomes an Eligible Employee after receiving a
distribution  which caused his Nonvested Account to be forfeited,  he shall have
the right to repay to the Plan the entire amount of the distribution he received
(excluding any amount of such distribution  resulting from  Contributions  which
were 100% vested when made).  The  repayment  must be made before the earlier of
the date five years after the date he again becomes an Eligible  Employee or the
end of the first  period of five  consecutive  Vesting  Breaks in Service  which
begin after the date of the distribution.

     If  the  Participant   makes  the  repayment   provided  above,   the  Plan
Administrator  shall  restore to his  Account an amount  equal to his  Nonvested
Account  which was  forfeited on the date of  distribution,  unadjusted  for any
investment  gains or losses.  If the  amount of the  repayment  is zero  dollars
because the  Participant  was deemed to have received a distribution or the plan
did not have  repayment  provisions in effect on the date the  distribution  was
made and he again performs an Hour-of-Service as an Eligible Employee within the
repayment period, the Plan Administrator shall restore the Participant's Account
as if  he  had  made  a  required  repayment  on  the  date  he  performed  such
Hour-of-Service.   Restoration  of  the  Participant's   Account  shall  include
restoration  of all Code Section  411(d)(6)  protected  benefits with respect to
that restored Account,  according to applicable Treasury regulations.  Provided,
however,  the Plan  Administrator  shall not restore the Nonvested  Account if a
Forfeiture Date has occurred after the date of the distribution and on or before
the date of  repayment  and that  Forfeiture  Date  would  result in a  complete
forfeiture of the amount the Plan Administrator would otherwise restore.

     The Plan Administrator shall restore the Participant's Account by the close
of the Plan Year following the Plan Year in which repayment is made. Permissible
sources for restoration are Forfeitures or Employer Contributions.  The Employer
shall contribute, without regard to any requirement or condition of the EMPLOYER
CONTRIBUTIONS  SECTION of Article III, such additional amount needed to make the
required  restoration.  The repaid and restored  amounts are not included in the
Participant's Annual Addition, as defined in the CONTRIBUTION LIMITATION SECTION
of Article III.

SECTION 3.03--ALLOCATION.

     The following  Contributions for the Plan Year shall be allocated among all
eligible persons:

     Qualified Nonelective Contributions
     Discretionary Contributions

The  eligible  persons are all  Participants  and former  Participants  who were
Active Participants at any time in the Plan Year. The amount allocated to such a
person shall be determined below and under Article X.

     The following  Contributions  for each Plan Year shall be allocated to each
Participant   for  whom  such   Contributions   were  made  under  the  EMPLOYER
CONTRIBUTIONS SECTION of Article III:

     Elective Deferral Contributions
     Matching Contributions

These   Contributions   shall  be  allocated  when  made  and  credited  to  the
Participant's Account.

     Qualified  Nonelective  Contributions  are  allocated as of the last day of
each Plan Year. The amount  allocated to each eligible  person for the Plan Year
shall  be equal  to  Qualified  Nonelective  Contributions  for the  Plan  Year,
multiplied by the ratio of (a) his Annual Compensation as of the last day of the
Plan Year to (b) the total of such compensation for all eligible  persons.  This
amount is credited to his Account.

     Discretionary  Contributions  are allocated as of the last day of each Plan
Year.  The amount  allocated to each eligible  person for the Plan Year shall be
equal to the Discretionary  Contributions  for the Plan Year,  multiplied by the
ratio of (a) his Annual  Compensation as of the last day of the Plan Year to (b)
the total of such compensation for all eligible persons. This amount is credited
to his Account.

     In determining  the amount of Employer  Contributions  to be allocated to a
Participant who is a Leased Employee, contributions and benefits provided by the
leasing  organization  which are  attributable  to services such Leased Employee
performs for the Employer shall be treated as provided by the Employer and there
shall be no duplication of those contributions or benefits under this Plan.

SECTION 3.04--CONTRIBUTION LIMITATION.

     a)   For the purpose of determining the  contribution  limitation set forth
          in this section, the following terms are defined:

          AGGREGATE ANNUAL ADDITION means, for a Participant with respect to any
          Limitation  Year,  the sum of his Annual  Additions  under all defined
          contribution  plans of the Employer,  as defined in this section,  for
          such  Limitation  Year. The  nondeductible  participant  contributions
          which the Participant makes to a defined benefit plan shall be treated
          as Annual Additions to a defined  contribution plan. The Contributions
          the Employer, as defined in this section, made for the Participant for
          a Plan Year  beginning  on or after March 31, 1984,  to an  individual
          medical benefit account, as defined in Code Section 415(l)(2), under a
          pension or annuity plan of the  Employer,  as defined in this section,
          shall be treated as Annual Additions to a defined  contribution  plan.
          Also,  amounts  derived  from  contributions  paid  or  accrued  after
          December 31, 1985,  in Fiscal Years ending after such date,  which are
          attributable  to  post-retirement  medical  benefits  allocated to the
          separate  account  of a key  employee,  as  defined  in  Code  Section
          419A(d)(3),  under a welfare  benefit fund, as defined in Code Section
          419(e),  maintained by the Employer,  as defined in this section,  are
          treated as Annual Additions to a defined contribution plan. The 25% of
          Compensation limit under Maximum  Permissible Amount does not apply to
          Annual Additions  resulting from  contributions  made to an individual
          medical account,  as defined in Code Section  415(l)(2),  or to Annual
          Additions  resulting from  contributions for medical benefits,  within
          the meaning of Code Section 419A, after separation from service.

          ANNUAL ADDITION means the amount added to a Participant's  account for
          any  Limitation  Year  which may not exceed  the  Maximum  Permissible
          Amount.  The Annual  Addition  under any plan for a  Participant  with
          respect to any Limitation  Year,  shall be equal to the sum of (1) and
          (2) below:

          1)   Employer  contributions  and forfeitures  credited to his account
               for the Limitation Year.

          2)   Participant contributions made by him for the Limitation Year.

          Before the first  Limitation  Year beginning  after December 31, 1986,
          the  amount  under  (2)  above  is  the  lesser  of  (i)  1/2  of  his
          nondeductible  participant contributions made for the Limitation Year,
          or  (ii)  the  amount,  if  any,  of  his  nondeductible   participant
          contributions  made for the Limitation  Year which is in excess of six
          percent of his  Compensation,  as defined  in this  section,  for such
          Limitation Year.

          COMPENSATION  means all  wages  for  Federal  income  tax  withholding
          purposes,  as defined  under Code  Section  3401(a)  (for  purposes of
          income tax withholding at the source), disregarding any rules limiting
          the remuneration  included as wages based on the nature or location of
          the employment or the services  performed.  Compensation also includes
          all other  payments  to an  Employee  in the course of the  Employer's
          trade or business,  for which the Employer must furnish the Employee a
          written  statement  under Code Sections  6041(d) and  6051(a)(3).  The
          "Wages,  Tips and Other  Compensation"  box on Form W-2 satisfies this
          definition.

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

          For purposes of applying the limitations of this section, Compensation
          for a  Limitation  Year  is the  Compensation  actually  paid  or made
          available during such Limitation Year.

          DEFINED BENEFIT PLAN FRACTION means, with respect to a Limitation Year
          for a  Participant  who is or  has  been a  participant  in a  defined
          benefit  plan ever  maintained  by the  Employer,  as  defined in this
          section, the quotient, expressed as a decimal, of

          1)   the  Participant's  Projected Annual Benefit under all such plans
               as of the close of such Limitation Year, divided by

          2)   on and after the TEFRA Compliance Date, the lesser of (i) or (ii)
               below:

               i)   1.25  multiplied  by the  maximum  dollar  limitation  which
                    applies  to  defined   benefit  plans   determined  for  the
                    Limitation Year under Code Sections 415(b) or (d) or

               ii)  1.4  multiplied  by  the   Participant's   highest   average
                    compensation as defined in the defined benefit plan(s),

               including any adjustments under Code Section 415(b).

               Before  the  TEFRA  Compliance  Date,  this  denominator  is  the
               Participant's  Projected  Annual  Benefit  as of the close of the
               Limitation  Year if the  plan(s)  provided  the  maximum  benefit
               allowable.

     The Defined Benefit Plan Fraction shall be modified as follows:

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

     DEFINED CONTRIBUTION PLAN FRACTION means, for a Participant with respect to
     a Limitation Year, the quotient, expressed as a decimal, of

     1)   the Participant's  Aggregate Annual Additions for such Limitation Year
          and all prior Limitation Years,  under all defined  contribution plans
          (including   the   Aggregate   Annual   Additions    attributable   to
          nondeductible accounts under defined benefit plans and attributable to
          all  welfare  benefit  funds,  as defined in Code  Section  419(e) and
          attributable  to  individual  medical  accounts,  as  defined  in Code
          Section 415(l)(2)) ever maintained by the Employer, as defined in this
          section, divided by

     2)   on and  after  the  TEFRA  Compliance  Date,  the  sum  of the  amount
          determined for the Limitation Year under (i) or (ii) below,  whichever
          is less,  and the amounts  determined in the same manner for all prior
          Limitation  Years  during which he has been an Employee or an employee
          of a predecessor employer:

          i)   1.25 multiplied by the maximum permissible dollar amount for each
               such Limitation Year, or

          ii)  1.4  multiplied  by the  maximum  permissible  percentage  of the
               Participant's Compensation,  as defined in this section, for each
               such Limitation Year.

          Before the TEFRA  Compliance  Date, this denominator is the sum of the
          maximum  allowable  amount of Annual Addition to his account(s)  under
          all the plan(s) of the Employer,  as defined in this section, for each
          such Limitation Year.

     The Defined Contribution Plan Fraction shall be modified as follows:

     If the  Participant  was a  participant  as of the  first  day of the first
     Limitation  Year beginning  after December 31, 1986, in one or more defined
     contribution plans maintained by the Employer,  as defined in this section,
     which were in existence  on May 6, 1986,  the  numerator  of this  fraction
     shall be adjusted if the sum of the Defined  Contribution Plan Fraction and
     Defined Benefit Plan Fraction would otherwise exceed 1.0 under the terms of
     this Plan. Under the adjustment,  the dollar amount  determined below shall
     be permanently  subtracted from the numerator of this fraction.  The dollar
     amount  is  equal to the  excess  of the sum of the two  fractions,  before
     adjustment,   over  1.0  multiplied  by  the  denominator  of  his  Defined
     Contribution Plan Fraction.  The adjustment is calculated using his Defined
     Contribution  Plan Fraction and Defined Benefit Plan Fraction as they would
     be  computed as of the end of the last  Limitation  Year  beginning  before
     January 1, 1987, and  disregarding  any changes in the terms and conditions
     of the plan  made  after  May 5,  1986,  but  using  the Code  Section  415
     limitations  applicable to the first  Limitation Year beginning on or after
     January 1, 1987.

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

     For a plan  that  was in  existence  on  July  1,  1982,  for  purposes  of
     determining the Defined  Contribution Plan Fraction for any Limitation Year
     ending after  December  31,  1982,  the Plan  Administrator  may elect,  in
     accordance  with the  provisions of Code Section 415, that the  denominator
     for each  Participant  for all  Limitation  Years ending before  January 1,
     1983, will be equal to

     1)   the Defined  Contribution Plan Fraction  denominator which would apply
          for the last  Limitation Year ending in 1982 if an election under this
          paragraph were not made, multiplied by

     2)   a fraction, equal to (i) over (ii) below:

          i)   the lesser of (A) $51,875,  or (B) 1.4,  multiplied by 25% of the
               Participant's  Compensation,  as defined in this section, for the
               Limitation Year ending in 1981;

          ii)  the  lesser  of  (A)  $41,500,  or (B)  25% of the  Participant's
               Compensation, as defined in this section, for the Limitation Year
               ending in 1981.

     The election described above is applicable only if the plan  administrators
     under all defined  contribution  plans of the Employer,  as defined in this
     section, also elect to use the modified fraction.

     EMPLOYER means any employer that adopts this Plan and all Controlled  Group
     members and any other entity  required to be  aggregated  with the employer
     pursuant to regulations under Code Section 414(o).

     LIMITATION  YEAR means the  12-consecutive  month period within which it is
     determined whether or not the limitations of Code Section 415 are exceeded.
     Limitation Year means each  12-consecutive  month period ending on the last
     day of each Plan Year, including corresponding 12-consecutive month periods
     before October 1, 1990. If the  Limitation  Year is other than the calendar
     year,  execution of this Plan (or any  amendment to this Plan  changing the
     Limitation  Year)   constitutes  the  Employer's   adoption  of  a  written
     resolution electing the Limitation Year. If the Limitation Year is changed,
     the new  Limitation  Year shall begin within the current  Limitation  Year,
     creating a short Limitation Year.

     MAXIMUM  PERMISSIBLE  AMOUNT means,  for a Participant  with respect to any
     Limitation Year, the lesser of (1) or (2) below:

     1)   The greater of $30,000 or one-fourth of the maximum dollar  limitation
          which  applies  to  defined  benefit  plans set forth in Code  Section
          415(b)(1)(A) as in effect for the Limitation  Year.  (Before the TEFRA
          Compliance Date,  $25,000  multiplied by the cost of living adjustment
          factor permitted by Federal regulations.)

     2)   25%  of his  Compensation,  as  defined  in  this  section,  for  such
          Limitation Year.

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

                  If there is a short  Limitation  Year  because  of a change in
                  Limitation  Year,  the  Maximum  Permissible  Amount  will not
                  exceed the maximum  dollar  limitation  which would  otherwise
                  apply multiplied by the following fraction:

                  NUMBER OF MONTHS IN THE SHORT LIMITATION YEAR
                  ---------------------------------------------
                                       12

     PROJECTED  ANNUAL  BENEFIT means a  Participant's  expected  annual benefit
     under all defined  benefit  plan(s) ever  maintained  by the  Employer,  as
     defined in this section.  The Projected  Annual Benefit shall be determined
     assuming that the Participant  will continue  employment until the later of
     current  age or normal  retirement  age under  such  plan(s),  and that the
     Participant's  compensation  for the current  Limitation Year and all other
     relevant factors used to determine  benefits under such plan(s) will remain
     constant for all future  Limitation  Years.  Such expected  annual  benefit
     shall be adjusted to the actuarial equivalent of a straight life annuity if
     expressed  in a form  other  than a straight  life or  qualified  joint and
     survivor annuity.

b)   The Annual  Addition under this Plan for a Participant  during a Limitation
     Year shall not be more than the Maximum Permissible Amount.

c)   Contributions  which  would  otherwise  be  credited  to the  Participant's
     Account shall be limited or reallocated to the extent necessary to meet the
     restrictions  of  subparagraph  (b)  above for any  Limitation  Year in the
     following order.  Discretionary  Contributions  shall be reallocated in the
     same manner as  described in the  ALLOCATION  SECTION of Article III to the
     remaining  Participants  to  whom  the  limitations  do not  apply  for the
     Limitation Year. The Discretionary  Contributions shall be limited if there
     are no such remaining  Participants.  Qualified  Nonelective  Contributions
     shall be  reallocated  in the same manner as  described  in the  ALLOCATION
     SECTION  of  Article  III  to  the  remaining   Participants  to  whom  the
     limitations do not apply for the Limitation Year. The Qualified Nonelective
     Contributions shall be limited if there are no such remaining Participants.
     Elective  Deferral  Contributions  that  are not  the  basis  for  Matching
     Contributions shall be limited.  Matching Contributions shall be limited to
     the extent necessary to limit the Participant's  Annual Addition under this
     Plan to his maximum amount.  If Matching  Contributions are limited because
     of this  limit,  Elective  Deferral  Contributions  that are the  basis for
     Matching Contributions shall be reduced in proportion.

     If,  due to (i) an error in  estimating  a  Participant's  Compensation  as
     defined in this section,  (ii) because the amount of the  Forfeitures to be
     used to  offset  Employer  Contributions  is more  than the  amount  of the
     Employer  Contributions  due for the  remaining  Participants,  (iii)  as a
     result  of a  reasonable  error  in  determining  the  amount  of  elective
     deferrals  (within the meaning of Code Section  402(g)(3)) that may be made
     with  respect to any  individual  under the limits of Code  Section 415, or
     (iv) other limited facts and circumstances, a Participant's Annual Addition
     is greater than the amount permitted in (b) above, such excess amount shall
     be applied as follows.  Elective Deferral Contributions will be returned to
     the Participant.  Elective Deferral  Contributions  which are not the basis
     for  Matching  Contributions  will be  returned to the  Participant.  If an
     excess still exists, Elective Deferral Contributions that are the basis for
     Matching  Contributions  will  be  returned  to the  Participant.  Matching
     Contributions  based on Elective Deferral  Contributions which are returned
     shall be forfeited. If after the return of Elective Deferral Contributions,
     an excess amount still exists, and the Participant is an Active Participant
     as of the end of the  Limitation  Year,  the excess amount shall be used to
     offset Employer Contributions for him in the next Limitation Year. If after
     the return of  Elective  Deferral  Contributions,  an excess  amount  still
     exists,  and the Participant is not an Active  Participant as of the end of
     the Limitation  Year, the excess amount will be held in a suspense  account
     which will be used to offset Employer Contributions for all Participants in
     the next Limitation Year. No Employer  Contributions that would be included
     in the next Limitation  Year's Annual Addition may be made before the total
     suspense account has been used.

d)   A Participant's  Aggregate  Annual Addition for a Limitation Year shall not
     exceed the Maximum Permissible Amount.

     If, for the Limitation  Year, the  Participant has an Annual Addition under
     more than one  defined  contribution  plan or a welfare  benefit  fund,  as
     defined in Code  Section  419(e),  or an  individual  medical  account,  as
     defined in Code Section 415(l)(2),  maintained by the Employer,  as defined
     in this section,  and such plans and welfare  benefit funds and  individual
     medical  accounts do not otherwise  limit the Aggregate  Annual Addition to
     the Maximum Permissible Amount, any reduction necessary shall be made first
     to the profit  sharing  plans,  then to all other  such  plans and  welfare
     benefit  funds and  individual  medical  accounts  and,  if  necessary,  by
     reducing  first those that were most recently  allocated.  Welfare  benefit
     funds and  individual  medical  accounts  shall be  deemed to be  allocated
     first.  However,   elective  deferral   contributions  shall  be  the  last
     contributions reduced before the welfare benefit fund or individual medical
     account is reduced.

     If some of the Employer's defined  contribution plans were not in existence
     on July 1,  1982,  and some were in  existence  on that date,  the  Maximum
     Permissible  Amount  which is based on a dollar  amount  may  differ  for a
     Limitation  Year. The Aggregate  Annual Addition for the Limitation Year in
     which the dollar  limit  differs  shall not exceed the lesser of (1) 25% of
     Compensation as defined in this section, (2) $45,475, or (3) the greater of
     $30,000 or the sum of the Annual  Additions for such  Limitation Year under
     all the plan(s) to which the $45,475 amount applies.

e)   If a Participant is or has been a participant  in both defined  benefit and
     defined  contribution plans (including a welfare benefit fund or individual
     medical  account)  ever  maintained  by the  Employer,  as  defined in this
     section,  the sum of the  Defined  Benefit  Plan  Fraction  and the Defined
     Contribution  Plan  Fraction for any  Limitation  Year shall not exceed 1.0
     (1.4 before the TEFRA Compliance Date).

     After all  other  limitations  set out in the  plans  and  funds  have been
     applied,  the  following  limitations  shall  apply  so that the sum of the
     Participant's  Defined Benefit Plan Fraction and Defined  Contribution Plan
     Fraction shall not exceed 1.0 (1.4 before the TEFRA  Compliance  Date). The
     Projected  Annual  Benefit  shall be limited  first.  If the  Participant's
     annual  benefit(s)  equal his Projected  Annual Benefit,  as limited,  then
     Annual  Additions to the defined  contribution  plan(s) shall be limited to
     the  extent  needed to reduce the sum to 1.0 (1.4).  First,  the  voluntary
     contributions  the  Participant  may make for the Limitation  Year shall be
     limited.  Next,  in the  case of a profit  sharing  plan,  any  forfeitures
     allocated to the Participant shall be reallocated to remaining participants
     to the extent  necessary to reduce the decimal to 1.0 (1.4).  Last,  to the
     extent necessary,  employer  contributions for the Limitation Year shall be
     reallocated   or  limited,   and  any  required   and   optional   employee
     contributions  to which such  employer  contributions  were geared shall be
     reduced in proportion.

     If, for the Limitation  Year, the  Participant has an Annual Addition under
     more  than  one  defined  contribution  plan  or  welfare  benefit  fund or
     individual medical account  maintained by the Employer,  as defined in this
     section,  any reduction  above shall be made,  first to the profit  sharing
     plans,  then  to all  other  such  plans  and  welfare  benefit  plans  and
     individual medical accounts and, if necessary, by reducing first those that
     were most recently  allocated.  However,  elective  deferral  contributions
     shall be the last contributions  reduced before the welfare benefit fund or
     individual  medical account is reduced.  The annual addition to the welfare
     benefit fund and individual medical account shall be limited last.

SECTION 3.05--EXCESS AMOUNTS.

     a)   For the purposes of this section, the following terms are defined:

          ACTUAL DEFERRAL PERCENTAGE means the ratio (expressed as a percentage)
          of Elective  Deferral  Contributions  under this Plan on behalf of the
          Eligible  Participant for the Plan Year to the Eligible  Participant's
          Compensation  for the Plan Year.  In  modification  of the  foregoing,
          Compensation  shall be limited to the  Compensation  received while an
          Active  Participant.  The  Elective  Deferral  Contributions  used  to
          determine the Actual Deferral Percentage shall include Excess Elective
          Deferrals   (other  than  Excess   Elective   Deferrals  of  Nonhighly
          Compensated   Employees  that  arise  solely  from  Elective  Deferral
          Contributions  made under this Plan or any other plans of the Employer
          or a Controlled  Group Member),  but shall exclude  Elective  Deferral
          Contributions  that are used in computing the Contribution  Percentage
          (provided the Average  Actual  Deferral  Percentage  test is satisfied
          both  with  and  without   exclusion   of  these   Elective   Deferral
          Contributions).  Under such  rules as the  Secretary  of the  Treasury
          shall prescribe in Code Section  401(k)(3)(D),  the Employer may elect
          to include Qualified Nonelective  Contributions and Qualified Matching
          Contributions  under  this  Plan  in  computing  the  Actual  Deferral
          Percentage. For an Eligible Participant for whom such Contributions on
          his behalf for the Plan Year are zero, the percentage is zero.

          AGGREGATE UNIT means the greater of (1) or (2) below:

          1)   The sum of

               i)   125 percent of the greater of the  Average  Actual  Deferral
                    Percentage  of the Nonhighly  Compensated  Employees for the
                    Plan  Year  or  the  Average   Contribution   Percentage  of
                    Nonhighly  Compensated  Employees  under the Plan subject to
                    Code  Section  401(m)  for the Plan Year  beginning  with or
                    within the Plan Year of the cash or deferred arrangement and


               ii)  the  lesser of 200% or two plus the  lesser of such  Average
                    Actual   Deferral   Percentage   or   Average   Contribution
                    Percentage.

          2)   The sum of

               i)   125  percent of the lesser of the  Average  Actual  Deferral
                    Percentage  of the Nonhighly  Compensated  Employees for the
                    Plan  Year  or  the  Average   Contribution   Percentage  of
                    Nonhighly  Compensated  Employees  under the Plan subject to
                    Code  Section  401(m)  for the Plan Year  beginning  with or
                    within the Plan Year of the cash or deferred arrangement and

               ii)  the lesser of 200% or two plus the  greater of such  Average
                    Actual   Deferral   Percentage   or   Average   Contribution
                    Percentage.

          AVERAGE ACTUAL DEFERRAL  PERCENTAGE means the average  (expressed as a
          percentage)  of  the  Actual  Deferral  Percentages  of  the  Eligible
          Participants in a group.

          AVERAGE  CONTRIBUTION  PERCENTAGE  means the average  (expressed  as a
          percentage)   of  the   Contribution   Percentages   of  the  Eligible
          Participants in a group.

          CONTRIBUTION PERCENTAGE means the ratio (expressed as a percentage) of
          the  Eligible  Participant's  Contribution  Percentage  Amounts to the
          Eligible Participant's Compensation for the Plan Year. In modification
          of the foregoing,  Compensation  shall be limited to the  Compensation
          received while an Active Participant.  For an Eligible Participant for
          whom such Contribution  Percentage Amounts for the Plan Year are zero,
          the percentage is zero.

          CONTRIBUTION  PERCENTAGE  AMOUNTS  means  the  sum of the  Participant
          Contributions  and  Matching  Contributions  (that  are not  Qualified
          Matching  Contributions)  under  this Plan on  behalf of the  Eligible
          Participant for the Plan Year. Such  Contribution  Percentage  Amounts
          shall not include Matching  Contributions that are forfeited either to
          correct Excess Aggregate Contributions or because the Contributions to
          which they relate are Excess Elective Deferrals,  Excess Contributions
          or Excess Aggregate  Contributions.  Under such rules as the Secretary
          of the Treasury  shall  prescribe in Code  Section  401(k)(3)(D),  the
          Employer may elect to include Qualified Nonelective  Contributions and
          Qualified Matching  Contributions  under this Plan which were not used
          in  computing  the  Actual   Deferral   Percentage  in  computing  the
          Contribution  Percentage.  The Employer may also elect to use Elective
          Deferral  Contributions  in computing the  Contribution  Percentage so
          long as the Average Actual Deferral  Percentage test is met before the
          Elective Deferral  Contributions are used in the Average  Contribution
          Percentage  test and  continues to be met  following  the exclusion of
          those  Elective  Deferral  Contributions  that  are  used to meet  the
          Average Contribution Percentage test.

          ELECTIVE DEFERRAL  CONTRIBUTIONS means employer  contributions made on
          behalf of a  participant  pursuant  to an  election to defer under any
          qualified  cash or deferred  arrangement  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  for the purchase of an annuity  contract  under Code
          Section  403(b)  pursuant to a salary  reduction  agreement.  Elective
          Deferral  Contributions  shall  not  include  any  deferrals  properly
          distributed as excess Annual Additions.

          ELIGIBLE  PARTICIPANT  means,  for  purposes  of the  Actual  Deferral
          Percentage,  any Employee who is eligible to make an Elective Deferral
          Contribution,  and shall include the following: any Employee who would
          be a plan participant if he chose to make required contributions;  any
          Employee  who can make  Elective  Deferral  Contributions  but who has
          changed the amount of his  Elective  Deferral  Contribution  to 0%, or
          whose  eligibility  to  make  an  Elective  Deferral  Contribution  is
          suspended because of a loan, distribution or hardship withdrawal; and,
          any Employee who is not able to make an Elective Deferral Contribution
          because of Code Section  415(c)(1)  -- Annual  Additions  limits.  The
          Actual Deferral Percentage for any such included Employee is zero.

          ELIGIBLE  PARTICIPANT means, for purposes of the Average  Contribution
          Percentage,  any  Employee  who is  eligible  to  make  a  Participant
          Contribution or to receive a Matching Contribution,  and shall include
          the  following:  any  Employee who would be a plan  participant  if he
          chose to make  required  contributions;  any  Employee  who can make a
          Participant  Contribution or receive a matching  contribution  but who
          has made an election not to  participate in the Plan; and any Employee
          who is not  able to  make a  Participant  Contribution  or  receive  a
          matching  contribution  because of Code  Section  415(c)(1)  or 415(e)
          limits.  The Average  Contribution  Percentage  for any such  included
          Employee is zero.

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

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

          2)   The maximum amount of such Contributions permitted by the Average
               Contribution    Percentage    test    (determined   by   reducing
               Contributions made on behalf of Highly  Compensated  Employees in
               order  of  their  Contribution  Percentages  beginning  with  the
               highest of such percentages).

          Such  determination  shall  be made  after  first  determining  Excess
          Elective Deferrals and then determining Excess Contributions.

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

          1)   The aggregate amount of Contributions actually taken into account
               in computing the Actual Deferral Percentage of Highly Compensated
               Employees for such Plan Year, over

          2)   The maximum amount of such Contributions  permitted by the Actual
               Deferral  Percentage test  (determined by reducing  Contributions
               made on behalf of Highly  Compensated  Employees  in order of the
               Actual Deferral  Percentages,  beginning with the highest of such
               percentages).

          A Participant's  Excess  Contributions for a Plan Year will be reduced
          by the  amount  of  Excess  Elective  Deferrals,  if  any,  previously
          distributed  to the  Participant  for the taxable  year ending in that
          Plan Year.

          EXCESS ELECTIVE DEFERRALS means those Elective Deferral  Contributions
          that are includible in a Participant's gross income under Code Section
          402(g)   to  the   extent   such   Participant's   Elective   Deferral
          Contributions  for a taxable year exceed the dollar  limitation  under
          such Code  section.  Excess  Elective  Deferrals  shall be  treated as
          Annual Additions, as defined in the CONTRIBUTION LIMITATION SECTION of
          Article III,  under the Plan,  unless such amounts are  distributed no
          later than the first April 15 following the close of the  Participant'
          s taxable year.

          FAMILY MEMBER means an Employee, or former employee; the spouse of the
          Employee or former employee,  and the lineal ascendants or descendants
          and the spouses of such lineal  ascendants or  descendants of any such
          Employee or former  employee.  In  determining  if an  individual is a
          family member as to an Employee or former  employee,  legal  adoptions
          are taken into account.

          PARTICIPANT  CONTRIBUTIONS  means contributions made to any plan by or
          on behalf of a  participant  that are  included  in the  participant's
          gross income in the year in which made and that are maintained under a
          separate account to which earnings and losses are allocated.

          MATCHING  CONTRIBUTIONS  means employer  contributions made to this or
          any other defined  contribution  plan,  or to a contract  described in
          Code  Section  403(b),  on behalf of a  participant  on  account  of a
          Participant Contribution made by such participant,  or on account of a
          participant's Elective Deferral Contributions, under a plan maintained
          by the employer.

          QUALIFIED MATCHING  CONTRIBUTIONS  means Matching  Contributions which
          are subject to the  distribution  and  nonforfeitability  requirements
          under Code Section 401(k) when made.

          QUALIFIED NONELECTIVE  CONTRIBUTIONS means any employer  contributions
          (other than Matching Contributions) which an employee may not elect to
          have paid to him in cash instead of being  contributed to the plan and
          which  are   subject  to  the   distribution   and   nonforfeitability
          requirements under Code Section 401(k) when made.

     b)   A Participant  may assign to this Plan any Excess  Elective  Deferrals
          made during a taxable  year by  notifying  the Plan  Administrator  in
          writing on or before the first  following March 1 of the amount of the
          Excess Elective Deferrals to be assigned to the Plan. A Participant is
          deemed  to  notify  the  Plan  Administrator  of any  Excess  Elective
          Deferrals  that  arise by taking  into  account  only  those  Elective
          Deferral  Contributions  made to this Plan and any other  plans of the
          Employer  or a  Controlled  Group  member  and  reducing  such  Excess
          Elective  Deferrals  by the  amount of Excess  Contributions,  if any,
          previously  distributed  for the Plan Year  beginning  in that taxable
          year. The Participant's  claim for Excess Elective  Deferrals shall be
          accompanied  by the  Participant's  written  statement  that  if  such
          amounts are not  distributed,  such Excess  Elective  Deferrals,  when
          added to amounts deferred under other plans or arrangements  described
          in Code  Sections  401(k),  408(k) or  403(b),  will  exceed the limit
          imposed  on the  Participant  by Code  Section  402(g) for the year in
          which the deferral occurred. The Excess Elective Deferrals assigned to
          this Plan can not exceed the Elective Deferral Contributions allocated
          under this Plan for such taxable year.

          Notwithstanding  any other provisions of the Plan,  Elective  Deferral
          Contributions  in an amount  equal to the  Excess  Elective  Deferrals
          assigned  to this Plan,  plus any income and minus any loss  allocable
          thereto,   shall  be  distributed  no  later  than  April  15  to  any
          Participant to whose Account Excess  Elective  Deferrals were assigned
          for the preceding  year and who claims Excess  Elective  Deferrals for
          such taxable year.

          The income or loss allocable to such Excess  Elective  Deferrals shall
          be equal to the income or loss allocable to the Participant's Elective
          Deferral  Contributions  for the  taxable  year in  which  the  excess
          occurred  multiplied  by a fraction.  The numerator of the fraction is
          the Excess Elective Deferrals.  The denominator of the fraction is the
          closing balance without regard to any income or loss occurring  during
          such  taxable  year  (as  of the  end of  such  taxable  year)  of the
          Participant's Account resulting from Elective Deferral Contributions.

          Any Matching  Contributions  which were based on the Elective Deferral
          Contributions which are distributed as Excess Elective Deferrals, plus
          any income and minus any loss allocable  thereto,  shall be forfeited.
          These  Forfeitures  shall  be used to  offset  the  earliest  Employer
          Contribution due after the Forfeiture arises.

     c)   As of the end of each Plan Year after Excess  Elective  Deferrals have
          been determined, one of the following tests must be met:

          1)   The Average Actual Deferral Percentage for Eligible  Participants
               who are  Highly  Compensated  Employees  for the Plan Year is not
               more than the Average  Actual  Deferral  Percentage  for Eligible
               Participants who are Nonhighly Compensated Employees for the Plan
               Year multiplied by 1.25.

          2)   The Average Actual Deferral Percentage for Eligible  Participants
               who are  Highly  Compensated  Employees  for the Plan Year is not
               more than the Average  Actual  Deferral  Percentage  for Eligible
               Participants who are Nonhighly Compensated Employees for the Plan
               Year  multiplied  by 2 and the  difference  between  the  Average
               Actual Deferral Percentages is not more than 2.

          The Actual Deferral  Percentage for any Eligible  Participant who is a
          Highly  Compensated  Employee for the Plan Year and who is eligible to
          have  Elective  Deferral   Contributions  (and  Qualified  Nonelective
          Contributions or Qualified Matching Contributions, or both, if used in
          computing  the Actual  Deferral  Percentage)  allocated to his account
          under two or more  plans or  arrangements  described  in Code  Section
          401(k)  that are  maintained  by the  Employer or a  Controlled  Group
          member  shall  be  determined   as  if  all  such  Elective   Deferral
          Contributions   (and,  if  applicable,   such  Qualified   Nonelective
          Contributions or Qualified Matching Contributions,  or both) 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 the regulations
          under Code Section 401(k) or permissibly disaggregated as provided.

          In the  event  that  this  Plan  satisfies  the  requirements  of Code
          Sections 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 shall be applied by determining  the Actual Deferral
          Percentage 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.

          For  purposes of  determining  the Actual  Deferral  Percentage  of an
          Eligible  Participant  who is a  five-percent  owner or one of the ten
          most highly-paid Highly Compensated  Employees,  the Elective Deferral
          Contributions  (and Qualified  Nonelective  Contributions or Qualified
          Matching  Contributions,  or both,  if used in  computing  the  Actual
          Deferral  Percentage) and  Compensation  of such Eligible  Participant
          include the  Elective  Deferral  Contributions  (and,  if  applicable,
          Qualified    Nonelective    Contributions   or   Qualified    Matching
          Contributions,  or both) and  Compensation for the Plan Year of Family
          Members.  Family  Members,  with  respect to such  Highly  Compensated
          Employees,  shall be disregarded as separate  employees in determining
          the Actual Deferral Percentage both for Participants who are Nonhighly
          Compensated  Employees and for Participants who are Highly Compensated
          Employees.

          For purposes of determining the Actual Deferral  Percentage,  Elective
          Deferral  Contributions,   Qualified  Nonelective   Contributions  and
          Qualified  Matching  Contributions must be made before the last day of
          the  12-month  period  immediately  following  the Plan  Year to which
          contributions relate.

          The  Employer  shall  maintain   records   sufficient  to  demonstrate
          satisfaction  of the Average Actual  Deferral  Percentage test and the
          amount of Qualified  Nonelective  Contributions or Qualified  Matching
          Contributions, or both, used in such test.

          The determination and treatment of the Contributions used in computing
          the Actual Deferral  Percentage shall satisfy such other  requirements
          as may be prescribed by the Secretary of the Treasury.

          If the Plan  Administrator  should determine during the Plan Year that
          neither of the above tests is being met,  the Plan  Administrator  may
          adjust the amount of future  Elective  Deferral  Contributions  of the
          Highly Compensated Employees.

          Notwithstanding   any   other   provisions   of  this   Plan,   Excess
          Contributions,  plus any income and minus any loss allocable  thereto,
          shall be  distributed  no later than the last day of each Plan Year to
          Participants  to  whose  Accounts  such  Excess   Contributions   were
          allocated  for the  preceding  Plan Year.  If such excess  amounts are
          distributed more than 2 1/2 months after the last day of the Plan Year
          in which such excess amounts arose, a ten (10) percent excise tax will
          be imposed on the employer  maintaining  the plan with respect to such
          amounts.  Such  distributions  shall be made beginning with the Highly
          Compensated   Employee(s)   who  has  the  greatest   Actual  Deferral
          Percentage,  reducing  his  Actual  Deferral  Percentage  to the  next
          highest Actual Deferral Percentage level. Then, if necessary, reducing
          the Actual Deferral Percentage of the Highly Compensated  Employees at
          the next  highest  level,  and  continuing  in this  manner  until the
          average Actual  Deferral  Percentage of the Highly  Compensated  Group
          satisfies the Actual Deferral Percentage test. Excess Contributions of
          Participants  who are subject to the family member  aggregation  rules
          shall be  allocated  among the  Family  Members in  proportion  to the
          Elective  Deferral  Contributions  (and  amounts  treated as  Elective
          Deferral  Contributions)  of each  Family  Member  that is combined to
          determine the combined Actual Deferral Percentage.

          Excess Contributions shall be treated as Annual Additions,  as defined
          in the CONTRIBUTION LIMITATION SECTION of Article III, under the Plan.

          The Excess  Contributions  shall be adjusted  for income or loss.  The
          income or loss allocable to such Excess  Contributions  shall be equal
          to the income or loss allocable to the Participant's Elective Deferral
          Contributions (and, if applicable, Qualified Nonelective Contributions
          or  Qualified  Matching  Contributions,  or both) for the Plan Year in
          which the excess occurred  multiplied by a fraction.  The numerator of
          the  fraction  is the Excess  Contributions.  The  denominator  of the
          fraction is the closing  balance  without regard to any income or loss
          occurring  during  such Plan Year (as of the end of such Plan Year) of
          the   Participant's   Account   resulting   from   Elective   Deferral
          Contributions  (and Qualified  Nonelective  Contributions or Qualified
          Matching  Contributions,  or both,  if used in  computing  the  Actual
          Deferral Percentage).

          Excess  Contributions  shall be  distributed  from  the  Participant's
          Account resulting first from Elective  Deferral  Contributions not the
          basis for Matching  Contributions,  then if  necessary,  from Elective
          Deferral Contributions which are the basis for Matching Contributions.
          If such Excess  Contributions  exceed the balance in the Participant's
          Account  resulting from Elective Deferral  Contributions,  the balance
          shall be distributed  from the  Participant's  Account  resulting from
          Qualified   Matching   Contributions  (if  applicable)  and  Qualified
          Nonelective Contributions, respectively.

          Any Matching  Contributions  which were based on the Elective Deferral
          Contributions which are distributed as Excess Contributions,  plus any
          income and minus any loss allocable thereto, shall be forfeited. These
          Forfeitures shall be used to offset the earliest Employer Contribution
          due after the Forfeiture arises.

     d)   As of the end of each Plan Year,  one of the  following  tests must be
          met:

          1)   The Average Contribution Percentage for Eligible Participants who
               are Highly  Compensated  Employees  for the Plan Year is not more
               than   the   Average   Contribution   Percentage   for   Eligible
               Participants who are Nonhighly Compensated Employees for the Plan
               Year multiplied by 1.25.

          2)   The Average Contribution Percentage for Eligible Participants who
               are Highly  Compensated  Employees  for the Plan Year is not more
               than   the   Average   Contribution   Percentage   for   Eligible
               Participants who are Nonhighly Compensated Employees for the Plan
               Year  multiplied  by 2 and the  difference  between  the  Average
               Contribution Percentages is not more than 2.

          If one or more Highly Compensated Employees participate in both a cash
          or deferred arrangement and a plan subject to the Average Contribution
          Percentage  test  maintained  by the  Employer or a  Controlled  Group
          member  and the sum of the  Average  Actual  Deferral  Percentage  and
          Average Contribution  Percentage of those Highly Compensated Employees
          subject to either or both tests exceeds the Aggregate Limit,  then the
          Contribution Percentage of those Highly Compensated Employees who also
          participate  in  a  cash  or  deferred  arrangement  will  be  reduced
          (beginning with such Highly  Compensated  Employees whose Contribution
          Percentage  is the  highest)  so that the limit is not  exceeded.  The
          amount  by  which  each  Highly  Compensated  Employee's  Contribution
          Percentage  is  reduced  shall  be  treated  as  an  Excess  Aggregate
          Contribution.  The  Average  Actual  Deferral  Percentage  and Average
          Contribution  Percentage  of  the  Highly  Compensated  Employees  are
          determined  after any corrections  required to meet the Average Actual
          Deferral  Percentage  and  Average   Contribution   Percentage  tests.
          Multiple  use does not occur if either  the  Average  Actual  Deferral
          Percentage   or  Average   Contribution   Percentage   of  the  Highly
          Compensated  Employees does not exceed 1.25  multiplied by the Average
          Actual Deferral Percentage and Average Contribution  Percentage of the
          Nonhighly Compensated Employees.

          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 account under
          two or more plans  described  in Code Section  401(a) or  arrangements
          described in Code Section  401(k) that are  maintained by the Employer
          or a Controlled  Group member shall be  determined  as if the total of
          such  Contribution  Percentage  Amounts was made under each plan. If a
          Highly  Compensated  Employee  participates  in two or  more  cash  or
          deferred  arrangements  that have  different  Plan Years,  all cash or
          deferred  arrangements  ending with or within the same  calendar  year
          shall  be  treated  as  a  single  arrangement.   Notwithstanding  the
          foregoing,  certain plans shall be treated as separate if  mandatorily
          disaggregated  under the  regulations  under  Code  Section  401(m) or
          permissibly disaggregated as provided.

          In the  event  that  this  Plan  satisfies  the  requirements  of Code
          Sections 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  shall be applied by  determining  the  Contribution
          Percentages  of  Eligible  Participants  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.

          For purposes of determining the Contribution Percentage of an Eligible
          Participant  who is a  five-percent  owner  or one  of  the  ten  most
          highly-paid Highly Compensated Employees,  the Contribution Percentage
          Amounts  and   Compensation   of  such   Participant   shall   include
          Contribution  Percentage Amounts and Compensation for the Plan Year of
          Family  Members.  Family Members,  with respect to Highly  Compensated
          Employees,  shall be disregarded as separate  employees in determining
          the  Contribution  Percentage  both for  employees  who are  Nonhighly
          Compensated  Employees and for  employees  who are Highly  Compensated
          Employees.

          For purposes of determining the Contribution  Percentage,  Participant
          Contributions  are  considered  to have  been made in the Plan Year in
          which  contributed to the Plan.  Matching  Contributions and Qualified
          Nonelective  Contributions  will be considered made for a Plan Year if
          made no later than the end of the 12-month period beginning on the day
          after the close of the Plan Year.

          The  Employer  shall  maintain   records   sufficient  to  demonstrate
          satisfaction  of the  Average  Contribution  Percentage  test  and the
          amount of Qualified  Nonelective  Contributions or Qualified  Matching
          Contributions, or both, used in such test.

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

          Notwithstanding  any other  provisions of this Plan,  Excess Aggregate
          Contributions,  plus any income and minus any loss allocable  thereto,
          shall be forfeited, if not vested, or distributed, if vested, no later
          than the last day of each Plan Year to  Participants to whose Accounts
          such Excess Aggregate  Contributions  were allocated for the preceding
          Plan Year. If such Excess Aggregate Contributions are distributed more
          than 2 1/2  months  after the last day of the Plan Year in which  such
          excess amounts arose, a ten (10) percent excise tax will be imposed on
          the  employer  maintaining  the plan with  respect  to those  amounts.
          Excess Aggregate  Contributions will be distributed beginning with the
          Highly  Compensated  Employee(s)  who  has the  greatest  Contribution
          Percentage,  reducing his contribution  percentage to the next highest
          level. Then, if necessary, reducing the Contribution Percentage of the
          Highly Compensated  Employee at the next highest level, and continuing
          in this manner until the Actual Contribution  Percentage of the Highly
          Compensated Group satisfies the Actual  Contribution  Percentage Test.
          Excess Aggregate  Contributions of Participants who are subject to the
          family member  aggregation  rules shall be allocated  among the Family
          Members in proportion to the Employee and Matching  Contributions  (or
          amounts treated as Matching  Contributions) of each Family Member that
          is combined to determine the combined Contribution Percentage.  Excess
          Aggregate  Contributions  shall be  treated  as Annual  Additions,  as
          defined in the CONTRIBUTION  LIMITATION  SECTION of Article III, under
          the Plan.

          The Excess  Aggregate  Contributions  shall be adjusted  for income or
          loss.  The  income  or  loss   allocable  to  such  Excess   Aggregate
          Contributions  shall be equal to the income or loss  allocable  to the
          Participant's  Contribution  Percentage  Amounts  for the Plan Year in
          which the excess occurred  multiplied by a fraction.  The numerator of
          the fraction is the Excess Aggregate Contributions. The denominator of
          the fraction is the closing  balance  without  regard to any income or
          loss occurring during such Plan Year (as of the end of such Plan Year)
          of the Participant's  Account  resulting from Contribution  Percentage
          Amounts.

          Excess   Aggregate   Contributions   shall  be  distributed  from  the
          Participant's  Account resulting from Participant  Contributions  that
          are not required as a condition of employment or  participation or for
          obtaining  additional  benefits from Employer  Contributions.  If such
          Excess Aggregate Contributions exceed the balance in the Participant's
          Account  resulting from such  Participant  Contributions,  the balance
          shall be forfeited,  if not vested,  or distributed,  if vested,  on a
          pro-rata  basis  from  the   Participant's   Account   resulting  from
          Contribution  Percentage  Amounts.  These Forfeitures shall be used to
          offset the earliest  Employer  Contribution  due after the  Forfeiture
          arises.

<PAGE>

                                   ARTICLE IV

                           INVESTMENT OF CONTRIBUTIONS

SECTION 4.01--INVESTMENT OF CONTRIBUTIONS.

         All  Contributions  are  forwarded by the Employer to the Trustee to be
deposited in the Trust Fund.

         Investment of Contributions is governed by the provisions of the Trust,
the Group Contract and any other funding  arrangement in which the Trust Fund is
or may be  invested.  To the extent  permitted by the Trust,  Group  Contract or
other   funding   arrangement,   the  parties   named  below  shall  direct  the
Contributions to any of the accounts available under the Trust or Group Contract
and may  request  the  transfer  of assets  resulting  from those  Contributions
between such  accounts.  A Participant  may not direct the Trustee to invest the
Participant's  Account in collectibles.  Collectibles means any work of art, rug
or antique,  metal or gem, stamp or coin,  alcoholic  beverage or other tangible
personal property  specified by the Secretary of Treasury.  To the extent that a
Participant does not direct the investment of his Account, such Account shall be
invested ratably in the accounts  available under the Trust or Group Contract in
the same manner as the undirected Accounts of all other Participants. The Vested
Accounts of all Inactive  Participants may be segregated and invested separately
from the Accounts of all other Participants.

         The Trust Fund shall be valued at current  fair market  value as of the
last  day of the  last  calendar  month  ending  in the Plan  Year  and,  at the
discretion of the Trustee,  may be valued more  frequently.  The valuation shall
take into consideration investment earnings credited, expenses charged, payments
made and changes in the value of the assets held in the Trust Fund.  The Account
of a Participant shall be credited with its share of the gains and losses of the
Trust  Fund.  That  part  of a  Participant's  Account  invested  in  a  funding
arrangement  which  establishes  an account  or  accounts  for such  Participant
thereunder  shall be  credited  with  the  gain or loss  from  such  account  or
accounts.  That  part of a  Participant's  Account  which is  invested  in other
funding arrangements shall be credited with a proportionate share of the gain or
loss of such investments.  The share shall be determined by multiplying the gain
or loss of the investment by the ratio of the part of the Participant's  Account
invested in such funding  arrangement to the total of the Trust Fund invested in
such funding arrangement

         At least  annually,  the Named  Fiduciary  shall  review all  pertinent
Employee  information  and Plan data in order to establish the funding policy of
the Plan  and to  determine  appropriate  methods  of  carrying  out the  Plan's
objectives.  The Named  Fiduciary  shall  inform the Trustee and any  Investment
Manager of the Plan's short-term and long-term financial needs so the investment
policy can be coordinated with the Plan's financial requirements.

     a)   Employer Contributions other than Elective Deferral Contributions: The
          Participant shall direct the investment of such Employer Contributions
          and transfer of assets resulting from those Contributions.

     b)   Elective  Deferral  Contributions:  The  Participant  shall direct the
          investment of Elective  Deferral  Contributions and transfer of assets
          resulting from those Contributions.

     c)   Rollover Contributions: The Participant shall direct the investment of
          Rollover  Contributions  and transfer of assets  resulting  from those
          Contributions.

         However,  the Named  Fiduciary may delegate to the  Investment  Manager
investment discretion for Contributions and Plan assets which are not subject to
Participant direction.

<PAGE>

                                   ARTICLE V

                                    BENEFITS

SECTION 5.01--RETIREMENT BENEFITS.

         On a  Participant's  Retirement  Date,  his  Vested  Account  shall  be
distributed  to him  according to the  distribution  of benefits  provisions  of
Article VI and the provisions of the SMALL AMOUNTS SECTION of Article IX.

SECTION 5.02--DEATH BENEFITS.

         If a  Participant  dies before his Annuity  Starting  Date,  his Vested
Account  shall  be  distributed   according  to  the  distribution  of  benefits
provisions  of Article VI and the  provisions  of the SMALL  AMOUNTS  SECTION of
Article IX.

SECTION 5.03--VESTED BENEFITS.

         A Participant  may receive a distribution  of his Vested Account at any
time  after he ceases to be an  Employee,  provided  he has not again  become an
Employee.  If such  amount  is not  payable  under the  provisions  of the SMALL
AMOUNTS SECTION of Article IX, it will be distributed only if the Participant so
elects.  The Participant's  election shall be subject to the requirements in the
ELECTION  PROCEDURES  SECTION  of  Article  VI  for a  qualified  election  of a
retirement benefit

         If a Participant does not receive an earlier distribution  according to
the provisions of this section or the SMALL AMOUNTS  SECTION of Article IX, upon
his Retirement Date or death,  his Vested Account shall be applied  according to
the provisions of the RETIREMENT  BENEFITS SECTION or the DEATH BENEFITS SECTION
of Article V.

         The Nonvested Account of a Participant who has ceased to be an Employee
shall  remain a part of his  Account  until it becomes a  Forfeiture;  provided,
however,  if the  Participant  again  becomes an  Employee  so that his  Vesting
Percentage can increase,  the Nonvested  Account may become a part of his Vested
Account.

SECTION 5.04--WHEN BENEFITS START.

         Benefits  under the Plan  begin  when a  Participant  retires,  dies or
ceases to be an  Employee,  whichever  applies,  as  provided  in the  preceding
sections of this article. Benefits which begin before Normal Retirement Date for
a  Participant  who  became  Totally  and  Permanently  Disabled  when he was an
Employee  shall be  deemed  to  begin  because  he is  Totally  and  Permanently
Disabled.  The start of benefits is subject to the qualified election procedures
of Article VI.

         Unless otherwise elected,  benefits shall begin before the sixtieth day
following the close of the Plan Year in which the latest date below occurs:

     a)   The date the Participant  attains age 65 or (Normal Retirement Age, if
          earlier).

     b)   The tenth anniversary of the Participant's Entry Date.

     c)   The date the Participant ceases to be an Employee.

         Notwithstanding the foregoing,  the failure of a Participant and spouse
to  consent to a  distribution  while a benefit  is  immediately  distributable,
within the meaning of the  ELECTION  PROCEDURES  SECTION of Article VI, shall be
deemed  to be an  election  to defer  commencement  of  payment  of any  benefit
sufficient to satisfy this section.

         The  Participant  may elect to have his benefits begin after the latest
date for beginning benefits  described above,  subject to the provisions of this
section.  The  Participant  shall make the  election  in writing and deliver the
signed statement of election to the Plan Administrator  before Normal Retirement
Date or the date he  ceases  to be an  Employee,  if later.  The  election  must
describe  the form of  distribution  and the date the benefits  will begin.  The
Participant  shall  not  elect  a date  for  beginning  benefits  or a  form  of
distribution  that would result in a benefit payable when he dies which would be
more than incidental within the meaning of governmental regulations.

         Benefits shall begin by the Participant's  Required  Beginning Date, as
defined in the OPTIONAL  FORMS OF  DISTRIBUTION  AND  DISTRIBUTION  REQUIREMENTS
SECTION of Article VI.

         Contributions which are used to compute the Actual Deferral Percentage,
as defined in the EXCESS AMOUNTS SECTION of Article III, may be distributed upon
disposition  by the  Employer  of  substantially  all of the asset  (within  the
meaning of Code Section  409(d)(2))  used by the Employer in a trade or business
or  disposition  by the  Employer of the  Employer's  interest  in a  subsidiary
(within the meaning of Code Section 409(d)(3)) if the transferee  corporation is
not a Controlled  Group  member,  the  Employee  continues  employment  with the
transferee  corporation and the transferor corporation continues to maintain the
Plan.  Such  distributions  made after March 31, 1988,  must be made in a single
sum.

SECTION 5.05--WITHDRAWAL PRIVILEGES.

         A  Participant  who has  attained  age 59 1/2 may  withdraw  all or any
portion of his Vested Account which results from the following Contributions:

         Elective Deferral Contributions
         Matching Contributions
         Qualified Nonelective Contributions
         Discretionary Contributions
         Rollover Contributions

A Participant may make only two such withdrawals in any 12-month period.

     A Participant  may withdraw all or any portion of his Vested  Account which
results from the following Contributions

         Elective Deferral Contributions

in the  event  of  hardship  due  to an  immediate  and  heavy  financial  need.
Withdrawals  from the  Participant's  Account  resulting from Elective  Deferral
Contributions  shall be  limited  to the  amount of the  Participant's  Elective
Deferral Contributions.  Immediate and heavy financial need shall be limited to:
(i) expenses  incurred or necessary for medical care,  described in Code Section
213(d), of the Participant,  the Participant's  spouse, or any dependents of the
Participant (as defined in Code Section 152); (ii) purchase  (excluding mortgage
payments) of a principal residence for the Participant; (iii) payment of tuition
and related  educational fees and the payment of room and board expenses for the
next 12 months of  post-secondary  education  for the  Participant,  his spouse,
children or dependents; (iv) the need to prevent the eviction of the Participant
from his principal residence or foreclosure on the mortgage of the Participant's
principal  residence;  or (v) any  other  distribution  which is  deemed  by the
Commissioner  of Internal  Revenue to be made on account of immediate  and heavy
financial need as provided in Treasury  regulations.  The Participant's  request
for a withdrawal shall include his written statement that an immediate and heavy
financial need exists and explain its nature.

         No  withdrawal  shall be allowed which is not necessary to satisfy such
immediate and heavy financial need.  Such withdrawal  shall be deemed  necessary
only if all of the following  requirements  are met: (i) the distribution is not
in  excess of the  amount  of the  immediate  and  heavy  financial  need of the
Participant  (including  amounts  necessary to pay any  Federal,  state or local
income  taxes  or   penalties   reasonably   anticipated   to  result  from  the
distribution);  (ii) the Participant has obtained all distributions,  other than
hardship  distributions,  and all nontaxable loans currently available under all
plans maintained by the Employer, (iii) the Plan, and all other plans maintained
by the  Employer,  provide that the  Participant's  elective  contributions  and
employee contributions will be suspended for at least 12 months after receipt of
the hardship distributions; and (iv) the Plan, and all other plans maintained by
the Employer,  provide that the Participant may not make elective  contributions
for the Participant's taxable year immediately following the taxable year of the
hardship  distribution  in excess of the  applicable  limit  under Code  Section
402(g) for such next taxable year less the amount of such Participant's elective
contributions for the taxable year of the hardship  distribution.  The Plan will
suspend  elective  contributions  and employee  contributions  for 12 months and
limit elective  deferrals as provided in the preceding  sentence.  A Participant
shall not cease to be an Eligible Participant,  as defined in the EXCESS AMOUNTS
SECTION of Article III,  merely because his elective  contributions  or employee
contributions are suspended.

         A Participant  may withdraw that part of his Vested  Account  resulting
from his Rollover Contributions. A Participant may make such a withdrawal at any
time.

         A request for  withdrawal  shall be in writing on a form  furnished for
that purpose and delivered to the Plan Administrator before the withdrawal is to
occur.  The  Participant's  request shall be subject to the  requirements in the
ELECTION  PROCEDURES  SECTION  of  Article  VI  for a  qualified  election  of a
retirement  benefit  payable in a form other than a Qualified Joint and Survivor
Form.

         A forfeiture shall not occur solely as a result of a withdrawal.

SECTION 5.06--LOANS TO PARTICIPANTS.

         Loans  shall be made  available  to all  Participants  on a  reasonably
equivalent   basis.  For  purposes  of  this  section,   Participant  means  any
Participant or  Beneficiary  who is a  party-in-interest,  within the meaning of
Section  3(14) of the Employee  Retirement  Income  Security Act of 1974.  Loans
shall not be made to highly  compensated  employees,  as defined in Code Section
414(q),   in  an  amount  greater  than  the  amount  made  available  to  other
Participants.

         No loans will be made to any owner-employee.

         A loan to a Participant shall be a  Participant-directed  investment of
his Account.  No Account  other than the borrowing  Participant's  Account shall
share in the  interest  paid on the loan or bear any expense or loss  because of
the loan.

         The number of outstanding loans shall be limited to three. No more than
two loans will be approved  for any  Participant  in any  12-month  period.  The
minimum amount of any loan shall be $500.

         Loans  must  be  adequately  secured  and  bear a  reasonable  rate  of
interest.

         The amount of the loan shall not exceed the maximum  amount that may be
treated as a loan under Code Section 72(p) (rather than a  distribution)  to the
Participant and shall be equal to the lesser of (a) or (b) below:

     a)   $50,000  reduced  by the  highest  outstanding  loan  balance of loans
          during the  one-year  period  ending on the day before the new loan is
          made.

     b)   The greater of (1) or (2), reduced by (3) below:

          1)   One-half of the Participant's Vested Account.

          2)   $10,000.

          3)   Any outstanding loan balance on the date the new loan is made.

For purposes of this maximum,  a  Participant's  Vested Account does not include
any accumulated  deductible employee  contributions,  as defined in Code Section
72(o)(5)(B),  and all  qualified  employer  plans,  as defined  in Code  Section
72(p)(4),  of the Employer and any  Controlled  Group member shall be treated as
one plan.

         The foregoing notwithstanding, the amount of such loan shall not exceed
50% of the amount of the Participant's Vested Account reduced by any outstanding
loan balance on the date the new loan is made.  For purposes of this maximum,  a
Participant's  Vested  Account  does  not  include  any  accumulated  deductible
employee  contributions,  as defined in Code Section 72(o)(5)(B).  No collateral
other than a portion of the  Participant's  Vested  Account (as  limited  above)
shall be accepted.  The Loan Administrator  shall determine if the collateral is
adequate for the amount of the loan requested.

         A Participant must obtain the consent of the  Participant's  spouse, if
any, to the use of the Vested 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 to be so secured is made.  The consent  must be in
writing,  must  acknowledge  the effect of the loan,  and must be witnessed by a
plan representative or a notary public. Such consent shall thereafter be binding
with respect to that loan. A new consent shall be required if the Vested Account
is used for collateral upon renegotiation, extension, renewal, or other revision
of the loan.

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

         Each  loan  shall  bear a  reasonable  fixed  rate  of  interest  to be
determined by the Loan Administrator. In determining the interest rate, the Loan
Administrator shall take into consideration fixed interest rates currently being
charged by commercial  lenders for loans of comparable risk on similar terms and
for  similar  durations,  so  that  the  interest  will  provide  for  a  return
commensurate with rates currently  charged by commercial  lenders for loans made
under similar circumstances. The Loan Administrator shall not discriminate among
the  Participants in the matter of interest rates in accordance with the current
appropriate standards.

         The loan  shall by its terms  require  that  repayment  (principal  and
interest) be amortized in level  payments,  not less  frequently than quarterly,
over a period not extending  beyond five years from the date of the loan. A loan
is not subject to this five-year repayment  requirement if it is used to buy any
dwelling  unit,  which within a reasonable  time, is to be used as the principal
residence of the  Participant.  The "reasonable  time" will be determined at the
time the loan is made.  The period of repayment for any loan shall be arrived at
by mutual agreement between the Loan Administrator and the Participant

         The  Participant  shall make a written  application for a loan from the
Plan on forms provided by the Loan  Administrator.  The application must specify
the  amount  and  duration  requested.  No loan  will  be  approved  unless  the
Participant is  creditworthy.  The Participant  must grant authority to the Loan
Administrator to investigate the Participant's creditworthiness so that the loan
application may be properly considered.

         Information  contained in the  application  for the loan concerning the
income,  liabilities,  and  assets  of the  Participant  will  be  evaluated  to
determine whether there is a reasonable expectation that the Participant will be
able  to  satisfy  payments  on  the  loan  as  due.   Additionally,   the  Loan
Administrator will pursue any appropriate further investigations  concerning the
creditworthiness and/or credit history of the Participant to determine whether a
loan should be approved.

         Each loan shall be fully  documented  in the form of a promissory  note
signed  by the  Participant  for the face  amount  of the  loan,  together  with
interest determined as specified above.

         There will be an  assignment  of collateral to the Plan executed at the
time the loan is made.

         In  those  cases  where  repayment  through  payroll  deduction  by the
Employer is  available,  installments  are so payable,  and a payroll  deduction
agreement will be executed by the Participant at the time of making the loan.

         Where  payroll  deduction is not  available,  payments are to be timely
made.

         Any payment that is not by payroll  deduction  shall be made payable to
the Employer or Trustee,  as specified in the promissory  note, and delivered to
the Loan Administrator,  including prepayments and penalties,  if any, and other
amounts due under the note.

         The promissory note may provide for reasonable  late payment  penalties
and/or  service  fees.  Any  penalties  or service  fees shall be applied to all
Participants in a nondiscriminatory  manner. If the promissory note so provides,
such amounts may be assessed and collected  from the Account of the  Participant
as part of the loan balance.

         Each loan may be paid prior to  maturity,  in part or in full,  without
penalty or service fee, except as may be set out in the promissory note.

         If any amount remains unpaid for more than 31 days after due, a default
is deemed to occur.

         Upon default,  the Plan has the right to pursue any remedy available by
law to satisfy the amount due, along with accrued interest,  including the right
to  enforce  its  claim  against  the  security  pledged  and  execute  upon the
collateral as allowed by law.

         If any payment of  principal  or  interest  or penalty,  or any portion
thereof,  is not made for a period of 90 days  after due,  the entire  principal
balance  whether or not otherwise  then due,  shall become  immediately  due and
payable  without demand or notice,  and subject to collection or satisfaction by
any lawful means, including specifically but not limited to the right to enforce
the claim  against the security  pledged and to execute upon the  collateral  as
allowed by law.

         In the event of  default,  foreclosure  on the note and  attachment  of
security  or use of amounts  pledged to satisfy  the amount  then due,  will not
occur until a  distributable  event occurs in accordance with the Plan, and will
not  occur  to an  extent  greater  than  the  amount  then  available  upon any
distributable event which has occurred under the Plan.

         All  reasonable  costs  and  expenses,  including  but not  limited  to
attorney's  fees,  incurred by the Plan in connection with any default or in any
proceeding to enforce any provision of a promissory  note or instrument by which
a  promissory  note for a  Participant  loan is secured,  shall be assessed  and
collected from the Account of the Participant as part of the loan balance.

         If  payroll   deduction  is  being  utilized,   in  the  event  that  a
Participant's  available  payroll  deduction  amounts  in any  given  month  are
insufficient  to satisfy the total amount due,  there will be an increase in the
amount taken subsequently,  sufficient to makeup the amount that is then due. If
the subsequent  deduction is also  insufficient to satisfy the amount due within
31 days, a default is deemed to occur as above.  If any amount  remains past due
more than 90 days, the entire  principal  amount,  whether or not otherwise then
due,  along with  interest then accrued and any penalty  amount then due,  shall
become due and payable, as above.

         If the Participant ceases to be a party-in-interest (as defined in this
section),  the balance of the outstanding loan becomes due and payable,  and the
Participant's  Vested Account will be used as available for  distribution(s)  to
pay the outstanding loan. The  Participant's  Vested Account will not be used to
pay any amount due under the  outstanding  loan before the date which is 31 days
after the date he ceased to be an  Employee,  and the  Participant  may elect to
repay  the  outstanding  loan  with  interest  on the  day of  repayment.  If no
distributable   event  has  occurred  under  the  Plan  at  the  time  that  the
Participant's Vested Account would otherwise be used under this provision to pay
any amount due under the  outstanding  loan, this will not occur until the time,
or in excess of the extent to which,  a  distributable  event  occurs  under the
Plan.
<PAGE>

                                   ARTICLE VI

                            DISTRIBUTION OF BENEFITS

SECTION 6.01--AUTOMATIC FORMS OF DISTRIBUTION.

         Unless a qualified  election  of an  optional  form of benefit has been
made within the election period (see the ELECTION  PROCEDURES SECTION of Article
VI), the automatic  form of benefit  payable to or on behalf of a Participant is
determined as follows:

     a)   The automatic  form of retirement  benefit for a Participant  who does
          not die before his Annuity  Starting Date shall be the Qualified Joint
          and Survivor Form.

     b)   The automatic form of death benefit for a Participant  who dies before
          his Annuity Starting Date shall be:

          1)   A Qualified  Preretirement Survivor Annuity for a Participant who
               has a spouse to whom he has been continuously  married throughout
               the one-year  period ending on the date of his death.  The spouse
               may elect to start  receiving  the death benefit on any first day
               of the month on or after the Participant dies and before the date
               the  Participant  would have been age 70 1/2.  If the spouse dies
               before  benefits  start,   the   Participant's   Vested  Account,
               determined as of the date of the spouse's death, shall be paid to
               the spouse's Beneficiary.

          2)   A  single-sum  payment  to the  Participant's  Beneficiary  for a
               Participant  who  does not have a  spouse  who is  entitled  to a
               Qualified Preretirement Survivor Annuity.

          Before  a death  benefit  will be paid on  account  of the  death of a
          Participant  who does not have a spouse who is entitled to a Qualified
          Preretirement   Survivor  Annuity,  it  must  be  established  to  the
          satisfaction of a plan  representative  that the Participant  does not
          have such a spouse.

SECTION 6.02--OPTIONAL FORMS OF DISTRIBUTION AND DISTRIBUTION
              REQUIREMENTS.

     a)   For purposes of this section, the following terms are defined:

          APPLICABLE  LIFE  EXPECTANCY  means Life Expectancy (or Joint and Last
          Survivor  Expectancy)   calculated  using  the  attained  age  of  the
          Participant (or Designated  Beneficiary) as of the  Participant's  (or
          Designated  Beneficiary's)  birthday in the  applicable  calendar year
          reduced by one for each calendar year which has elapsed since the date
          Life  Expectancy  was first  calculated.  If Life  Expectancy is being
          recalculated,  the  Applicable  Life  Expectancy  shall  be  the  Life
          Expectancy so recalculated.  The applicable calendar year shall be the
          first  Distribution  Calendar  Year,  and if Life  Expectancy is being
          recalculated such succeeding calendar year.

          DESIGNATED  BENEFICIARY  means the individual who is designated as the
          beneficiary  under the Plan in accordance with Code Section  401(a)(9)
          and the regulations thereunder.

          DISTRIBUTION  CALENDAR  YEAR means a calendar year for which a minimum
          distribution  is  required.  For  distributions  beginning  before the
          Participant's  death,  the  first  Distribution  Calendar  Year is the
          calendar year  immediately  preceding the calendar year which contains
          the Participant's Required Beginning Date. For distributions beginning
          after the Participant's death, the first Distribution Calendar Year is
          the  calendar  year in  which  distributions  are  required  to  begin
          pursuant to (e) below.

          JOINT AND LAST  SURVIVOR  EXPECTANCY  means  joint  and last  survivor
          expectancy  computed by use of the expected return  multiples in Table
          VI of section 1.72-9 of the Income Tax Regulations.

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

          LIFE EXPECTANCY means life expectancy  computed by use of the expected
          return  multiples  in Tables V of  section  1.72-9 of the  Income  Tax
          Regulations.

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

          PARTICIPANT'S BENEFIT means

          1)   The Account Balance as of the last valuation date in the calendar
               year  immediately   preceding  the  Distribution   Calendar  Year
               (valuation   calendar  year)  increased  by  the  amount  of  any
               contributions or forfeitures  allocated to the Account balance as
               of the dates in the  valuation  calendar year after the valuation
               date  and  decreased  by  distributions  made  in  the  valuation
               calendar year after the valuation date.

          2)   For  purposes  of (1)  above,  if  any  portion  of  the  minimum
               distribution for the first Distribution  Calendar Year is made in
               the second  Distribution  Calendar Year on or before the Required
               Beginning  Date, the amount of the minimum  distribution  made in
               the second  Distribution  Calendar Year shall be treated as if it
               had been made in the immediately preceding  Distribution Calendar
               Year.

          REQUIRED  BEGINNING DATE means,  for a  Participant,  the first day of
          April of the calendar  year  following  the calendar year in which the
          Participant  attains age 70 1/2, unless otherwise provided in (1), (2)
          or (3) below:

          1)   The Required  Beginning Date for a Participant who attains age 70
               1/2 before January 1, 1988,  and who is not a 5-percent  owner is
               the  first  day of  April  of the  calendar  year  following  the
               calendar  year in which the later of  retirement or attainment of
               age 70 1/2 occurs.

          2)   The Required  Beginning Date for a Participant who attains age 70
               1/2 before January 1, 1988,  and who is a 5-percent  owner is the
               first day of April of the calendar year following the later of

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

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

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

          A  Participant  is treated as a 5-percent  owner for  purposes of this
          section if such  Participant  is a 5-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 66 1/2 or any subsequent Plan Year.

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

     b)   The optional  forms of retirement  benefit shall be the  following:  a
          straight life annuity;  single life annuities with certain  periods of
          five,  ten or fifteen  years;  a single life annuity with  installment
          refund;  survivorship  life  annuities  with  installment  refund  and
          survivorship  percentages of 50, 66 2/3 or 100; fixed period annuities
          for any period of whole  months which is not less than 60 and does not
          exceed  the  Life   Expectancy  of  the   Participant  and  the  named
          Beneficiary as provided in (d) below where the Life  Expectancy is not
          recalculated;  and a series of installments  chosen by the Participant
          with  a  minimum  payment  each  year  beginning  with  the  year  the
          Participant  turns age 70 1/2. The payment for the first year in which
          a minimum payment is required will be made by April 1 of the following
          calendar  year.  The payment  for the second year and each  successive
          year will be made by  December 31 of that year.  The  minimum  payment
          will be based  on a  period  equal  to the  Joint  and  Last  Survivor
          Expectancy of the Participant and the Participant's spouse, if any, as
          provided in (d) below where the Joint and Last Survivor  Expectancy is
          recalculated. The balance of the Participant's Vested Account, if any,
          will be payable on the  Participant's  death to his  Beneficiary  in a
          single  sum.  The  Participant  may also elect to  receive  his Vested
          Account in a single-sum payment.

          Election  of an  optional  form is subject to the  qualified  election
          provisions of Article VI.

          Any annuity contract  distributed shall be nontransferable.  The terms
          of any annuity  contract  purchased and  distributed  by the Plan to a
          Participant or spouse shall comply with the requirements of this Plan.

     c)   The optional  forms of death benefit are a single-sum  payment and any
          annuity that is an optional form of  retirement  benefit.  However,  a
          series of  installments  shall not be available if the  Beneficiary is
          not the spouse of the deceased Participant.

     d)   Subject to the AUTOMATIC FORMS OF DISTRIBUTION  SECTION of Article VI,
          joint and survivor  annuity  requirements,  the  requirements  of this
          section shall apply to any  distribution of a  Participant's  interest
          and will take  precedence  over any  inconsistent  provisions  of this
          Plan. Unless otherwise specified, the provisions of this section apply
          to calendar years beginning after December 31, 1984.

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

          The entire  interest of a Participant  must be distributed or begin to
          be  distributed  no later than the  Participant's  Required  Beginning
          Date.

          As of the first Distribution Calendar Year, distributions, if not made
          in a single sum,  may only be made over one of the  following  periods
          (or combination thereof):

          1)   the life of the Participant,

          2)   the life of the Participant and a Designated Beneficiary,

          3)   a period certain not extending  beyond the Life Expectancy of the
               Participant, or

          4)   a period certain not extending beyond the Joint and Last Survivor
               Expectancy of the Participant and a Designated Beneficiary.

          If the  Participant's  interest is to be  distributed  in other than a
          single sum, the following minimum distribution rules shall apply on or
          after the Required Beginning Date:

          5)   Individual account

               i)   If a Participant's Benefit is to be distributed over


                    a)   a period not  extending  beyond the Life  Expectancy of
                         the  Participant  or the Joint  Life and Last  Survivor
                         Expectancy  of the  Participant  and the  Participant's
                         Designated Beneficiary or

                    b)   a period not  extending  beyond the Life  Expectancy of
                         the Designated Beneficiary,

                    the amount required to be distributed for each calendar year
                    beginning with the distributions for the first  Distribution
                    Calendar  Year,  must  be at  least  equal  to the  quotient
                    obtained  by  dividing  the  Participant's  Benefit  by  the
                    Applicable Life Expectancy.

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

               iii) For calendar  years  beginning  after December 31, 1988, the
                    amount  to  be   distributed   each  year,   beginning  with
                    distributions for the first Distribution Calendar Year shall
                    not be less  than the  quotient  obtained  by  dividing  the
                    Participant's Benefit by the lesser of

                    a)   the Applicable Life Expectancy or

                    b)   if  the  Participant's  spouse  is not  the  Designated
                         Beneficiary, the applicable divisor determined from the
                         table set forth in Q&A-4 of  section  1.401(a)(9)-2  of
                         the proposed regulations.

                    Distributions  after the death of the  Participant  shall be
                    distributed  using the Applicable  Life Expectancy in (5)(i)
                    above as the  relevant  divisor  without  regard to proposed
                    regulations section 1.401(a)(9)-2.

               iv)  The  minimum  distribution  required  for the  Participant's
                    first  Distribution  Calendar Year must be made on or before
                    the  Participant's  Required  Beginning  Date.  The  minimum
                    distribution  for the  Distribution  Calendar Year for other
                    calendar years,  including the minimum  distribution for the
                    Distribution   Calendar  Year  in  which  the  Participant's
                    Required  Beginning  Date occurs,  must be made on or before
                    December 31 of that Distribution Calendar Year.

          6)   Other forms:

               i)   If the  Participant's  Benefit is distributed in the form of
                    an   annuity   purchased   from   an   insurance    company,
                    distributions  thereunder  shall be made in accordance  with
                    the requirements of Code Section  401(a)(9) and the proposed
                    regulations thereunder.

     e)   Death distribution provisions:

          1)   Distribution  beginning  before death.  If the  Participant  dies
               after  distribution  of his  interest  has begun,  the  remaining
               portion of such interest will continue to be distributed at least
               as rapidly as under the method of  distribution  being used prior
               to the Participant's death.

          2)   Distribution  beginning  after  death.  If the  Participant  dies
               before  distribution of his interest begins,  distribution of the
               Participant's  entire  interest shall be completed by December 31
               of the calendar  year  containing  the fifth  anniversary  of the
               Participant's death except to the extent that an election is made
               to receive distributions in accordance with (i) or (ii) below:

               i)   if any portion of the Participant's interest is payable to a
                    Designated  Beneficiary,  distributions may be made over the
                    life or over a  period  certain  not  greater  than the Life
                    Expectancy of the  Designated  Beneficiary  commencing on or
                    before   December  31  of  the  calendar  year   immediately
                    following the calendar year in which the Participant died;

               ii)  if the Designated Beneficiary is the Participant's surviving
                    spouse,  the date  distributions  are  required  to begin in
                    accordance  with (i)  above  shall not be  earlier  than the
                    later of

                    a)   December 31 of the calendar year immediately  following
                         the calendar year in which the Participant died and

                    b)   December  31  of  the   calendar   year  in  which  the
                         Participant would have attained age 70 1/2.

               If the  Participant  has not made an  election  pursuant  to this
               (e)(2) by the time of his  death,  the  Participant's  Designated
               Beneficiary  must elect the method of  distribution no later than
               the earlier of

               iii) December  31 of the  calendar  year in  which  distributions
                    would be required to begin under this subparagraph, or

               iv)  December 31 of the  calendar  year which  contains the fifth
                    anniversary of the date of death of the Participant

               If the  Participant  has  no  Designated  Beneficiary,  or if the
               Designated  Beneficiary  does not elect a method of distribution,
               distribution  of  the  Participant's   entire  interest  must  be
               completed  by December 31 of the  calendar  year  containing  the
               fifth anniversary of the Participant's death.

          3)   For purposes of (e)(2) above, if the surviving  spouse dies after
               the  Participant,  but before payments to such spouse begin,  the
               provisions  of (e)(2)  above,  with the  exception of  (e)(2)(ii)
               therein,  shall be applied as if the  surviving  spouse  were the
               Participant.

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

          5)   For  purposes  of  this  (e),  distribution  of  a  Participant's
               interest is  considered  to begin on the  Participant's  Required
               Beginning  Date  (or if  (e)(3)  above  is  applicable,  the date
               distribution  is  required  to  begin  to  the  surviving  spouse
               pursuant  to (e)(2)  above).  If  distribution  in the form of an
               annuity  irrevocably  commences  to the  Participant  before  the
               Required  Beginning Date, the date  distribution is considered to
               begin is the date distribution actually commences.

SECTION 6.03--ELECTION PROCEDURES.

         The Participant,  Beneficiary,  or spouse shall make any election under
this section in writing.  The Plan  Administrator may require such individual to
complete and sign any necessary  documents as to the  provisions to be made. Any
election  permitted  under (a) and (b) below  shall be subject to the  qualified
election provisions of (c) below.

     a)   Retirement  Benefits.  A  Participant  may  elect his  Beneficiary  or
          Contingent  Annuitant  and  may  elect  to  have  retirement  benefits
          distributed  under any of the  optional  forms of  retirement  benefit
          described  in the  OPTIONAL  FORMS OF  DISTRIBUTION  AND  DISTRIBUTION
          REQUIREMENTS SECTION of Article VI.

     b)   Death Benefits.  A Participant may elect his Beneficiary and may elect
          to have death benefits  distributed under any of the optional forms of
          death  benefit  described in the OPTIONAL  FORMS OF  DISTRIBUTION  AND
          DISTRIBUTION REQUIREMENTS SECTION of Article VI.

          If the  Participant  has not elected an optional form of  distribution
          for the death benefit payable to his Beneficiary, the Beneficiary may,
          for his own benefit, elect the form of distribution, in like manner as
          a Participant.

          The Participant may waive the Qualified Preretirement Survivor Annuity
          by naming someone other than his spouse as Beneficiary.

          In lieu of the Qualified  Preretirement  Survivor Annuity described in
          the AUTOMATIC FORMS OF DISTRIBUTION  SECTION of Article VI, the spouse
          may, for his own benefit,  waive the Qualified  Preretirement Survivor
          Annuity by electing to have the benefit  distributed  under any of the
          optional  forms of death  benefit  described in the OPTIONAL  FORMS OF
          DISTRIBUTION AND DISTRIBUTION REQUIREMENTS SECTION of Article VI.

     c)   Qualified Election. The Participant, Beneficiary or spouse may make an
          election  at any time during the  election  period.  The  Participant,
          Beneficiary,  or spouse may revoke  the  election  made (or make a new
          election)  at any time and any  number of times  during  the  election
          period.  An  election  is  effective  only  if it  meets  the  consent
          requirements below.

          The election  period as to  retirement  benefits is the 90-day  period
          ending  on the  Annuity  Starting  Date.  An  election  to  waive  the
          Qualified  Joint and Survivor  Form may not be made before the date he
          is  provided  with the notice of the  ability  to waive the  Qualified
          Joint and  Survivor  Form.  If the  Participant  elects  the series of
          installments,  he may elect on any later  date to have the  balance of
          his Vested  Account paid under any of the optional forms of retirement
          benefit  available  under  the  Plan.  His  election  period  for this
          election is the 90-day period ending on the Annuity  Starting Date for
          the optional form of retirement benefit elected.

          A  Participant  may make an election as to death  benefits at any time
          before he dies.  The spouse's  election  period begins on the date the
          Participant   dies  and  ends  on  the  date   benefits   begin.   The
          Beneficiary's  election period begins on the date the Participant dies
          and  ends on the  date  benefits  begin.  An  election  to  waive  the
          Qualified  Preretirement  Survivor  Annuity  may  not be  made  by the
          Participant  before  the date he is  provided  with the  notice of the
          ability  to waive the  Qualified  Preretirement  Survivor  Annuity.  A
          Participant's  election to waive the Qualified  Preretirement Survivor
          Annuity  which is made  before the first day of the Plan Year in which
          he reaches age 35 shall become  invalid on such date. An election made
          by a  Participant  after he ceases to be an  Employee  will not become
          invalid on the first day of the Plan Year in which he  reaches  age 35
          with respect to death benefits from that part of his Account resulting
          from Contributions made before he ceased to be an Employee.

          If the  Participant's  Vested Account has at any time exceeded $3,500,
          any benefit which is (1) immediately distributable or (2) payable in a
          form other than a  Qualified  Joint and  Survivor  Form or a Qualified
          Preretirement Survivor Annuity requires the consent of the Participant
          and the  Participant's  spouse  (or where  either the  Participant  or
          spouse has died,  the  survivor).  The consent of the  Participant  or
          spouse to a benefit  which is  immediately  distributable  must not be
          made before the date the  Participant  or spouse is provided  with the
          notice of the ability to defer the distribution. Such consent shall be
          made in  writing.  The  consent  shall  not be made  more than 90 days
          before the Annuity Starting Date.  Spousal consent is not required for
          a benefit which is immediately  distributable in a Qualified Joint and
          Survivor Form. Furthermore, if spousal consent is not required because
          the  Participant  is electing an optional form of  retirement  benefit
          that is not a life annuity pursuant to (d) below, only the Participant
          need consent to the  distribution  of a benefit payable in a form that
          is not a life annuity and which is immediately distributable.  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 this Plan if the Plan does not offer an annuity  option  (purchased
          from a commercial  provider),  the Participant's  Account balance may,
          without the Participant's  consent,  be distributed to the Participant
          or transferred  to another  defined  contribution  plan (other than an
          employee stock  ownership plan as defined in Code Section  4975(e)(7))
          within  the  same   Controlled   Group.   A  benefit  is   immediately
          distributable  if any part of the benefit could be  distributed to the
          Participant (or surviving  spouse) before the Participant  attains (or
          would have attained if not  deceased)  the older of Normal  Retirement
          Age or age 62. If the Qualified Joint and Survivor Form is waived, the
          spouse has the right to consent  only to a specific  Beneficiary  or a
          specific form of benefit.  The spouse can  relinquish one or both such
          rights.  Such consent shall be made in writing.  The consent shall not
          be made more than 90 days before the  Annuity  Starting  Date.  If the
          Qualified Preretirement Survivor Annuity is waived, the spouse has the
          right to limit  consent only to a specific  Beneficiary.  Such consent
          shall be in writing. The spouse's consent shall be witnessed by a plan
          representative or notary public. The spouse's consent must acknowledge
          the effect of the election, including that the spouse had the right to
          limit  consent only to a specific  Beneficiary  or a specific  form of
          benefit,  if applicable,  and that the  relinquishment  of one or both
          such rights was voluntary.  Unless the consent of the spouse expressly
          permits  designations  by the  Participant  without a  requirement  of
          further consent by the spouse, the spouse's consent must be limited to
          the form of benefit, if applicable, and the Beneficiary (including any
          Contingent   Annuitant),   class  of   Beneficiaries,   or  contingent
          Beneficiary  named in the election.  Spousal  consent is not required,
          however,  if the  Participant  establishes to the  satisfaction of the
          plan  representative that the consent of the spouse cannot be obtained
          because there is no spouse or the spouse cannot be located. A spouse's
          consent  under this  paragraph  shall not be valid with respect to any
          other spouse.  A Participant  may revoke a prior election  without the
          consent of the spouse.  Any new  election  will  require a new spousal
          consent,  unless  the  consent of the spouse  expressly  permits  such
          election by the Participant  without further consent by the spouse.  A
          spouse's  consent may be revoked at any time within the  Participant's
          election period.

     d)   Special Rule for Profit  Sharing  Plan.  As provided in the  preceding
          provisions of the Plan,  if a Participant  has a spouse to whom he has
          been continuously married throughout the one-year period ending on the
          date of his death, the  Participant's  Vested Account shall be paid to
          such spouse.  However,  if there is no such spouse or if the surviving
          spouse has already  consented in a manner  conforming to the qualified
          election  requirements  in (c)  above,  the  Vested  Account  shall be
          payable  to  the  Participant's   Beneficiary  in  the  event  of  the
          Participant's death.

          The Participant may waive the spousal death benefit described above at
          any time  provided  that no such waiver shall be  effective  unless it
          satisfies  the  conditions  of (c) above (other than the  notification
          requirement referred to therein) that would apply to the Participant's
          waiver of the Qualified Preretirement Survivor Annuity.

          Because  this is a profit  sharing  plan which pays death  benefits as
          described  above,   this  subsection  (d)  applies  if  the  following
          condition is met: with respect to the Participant,  this Plan is not a
          direct or indirect  transferee  after  December 31, 1984, of a defined
          benefit plan,  money  purchase plan  (including a target plan),  stock
          bonus plan or profit  sharing  plan  which is subject to the  survivor
          annuity  requirements of Code Section 401(a)(11) and Code Section 417.
          If the above  condition  is met,  spousal  consent is not required for
          electing a benefit  payable in a form that is not a life  annuity.  If
          the above  condition  is not met,  the  consent  requirements  of this
          article shall be operative.

SECTION 6.04--NOTICE REQUIREMENTS.

     a)   Optional forms of retirement  benefit.  The Plan  Administrator  shall
          furnish  to the  Participant  and the  Participant's  spouse a written
          explanation  of  the  optional  forms  of  retirement  benefit  in the
          OPTIONAL FORMS OF DISTRIBUTION AND DISTRIBUTION  REQUIREMENTS  SECTION
          of Article VI, including the material  features and relative values of
          these options,  in a manner that would satisfy the notice requirements
          of Code Section  417(a)(3)  and the right of the  Participant  and the
          Participant's  spouse to defer  distribution  until the  benefit is no
          longer immediately distributable. The Plan Administrator shall furnish
          the written explanation by a method reasonably calculated to reach the
          attention of the Participant and the Participant's spouse no less than
          30 days and no more than 90 days before the Annuity Starting Date.

     b)   Qualified  Joint  and  Survivor  Form.  The Plan  Administrator  shall
          furnish to the Participant a written explanation of the following: the
          terms and  conditions of the Qualified  Joint and Survivor  Form;  the
          Participant's  right to make,  and the effect of, an election to waive
          the Qualified Joint and Survivor Form; the rights of the Participant's
          spouse;  and the right to revoke an election  and the effect of such a
          revocation.   The  Plan   Administrator   shall  furnish  the  written
          explanation by a method  reasonably  calculated to reach the attention
          of the  Participant  no less  than 30  days  and no more  than 90 days
          before the Annuity Starting Date.

          After the written  explanation  is given,  a Participant or spouse may
          make  written   request  for  additional   information.   The  written
          explanation must be personally  delivered or mailed (first class mail,
          postage  prepaid) to the Participant or spouse within 30 days from the
          date of the written request.  The Plan  Administrator does not need to
          comply with more than one such request by a Participant or spouse.

          The Plan Administrator's  explanation shall be written in nontechnical
          language and will explain the terms and  conditions  of the  Qualified
          Joint  and   Survivor   Form  and  the   financial   effect  upon  the
          Participant's  benefit (in terms of dollars  per  benefit  payment) of
          electing  not to have  benefits  distributed  in  accordance  with the
          Qualified Joint and Survivor Form.

     c)   Qualified  Preretirement Survivor Annuity. As required by the Code and
          Federal  regulation,  the  Plan  Administrator  shall  furnish  to the
          Participant  a written  explanation  of the  following:  the terms and
          conditions  of  the  Qualified  Preretirement  Survivor  Annuity;  the
          Participant's  right to make,  and the effect of, an election to waive
          the  Qualified  Preretirement  Survivor  Annuity;  the  rights  of the
          Participant's  spouse;  and the right to revoke  an  election  and the
          effect of such a revocation.  The Plan Administrator shall furnish the
          written  explanation  by a method  reasonably  calculated to reach the
          attention  of  the  Participant  within  the  applicable  period.  The
          applicable  period for a  Participant  is whichever  of the  following
          periods ends last:

          1)   the period  beginning  one year  before  the date the  individual
               becomes a Participant and ending one year after such date; or

          2)   the period  beginning one year before the date the  Participant's
               spouse is first  entitled to a Qualified  Preretirement  Survivor
               Annuity and ending one year after such date.

          If such notice is given before the period beginning with the first day
          of the Plan Year in which the  Participant  attains  age 32 and ending
          with the close of the Plan Year  preceding  the Plan Year in which the
          Participant attains age 35, an additional notice shall be given within
          such  period.  If a  Participant  ceases  to  be  an  Employee  before
          attaining  age 35, an  additional  notice  shall be given  within  the
          period  beginning one year before the date he ceases to be an Employee
          and ending one year after such date.

          After the written  explanation  is given,  a Participant or spouse may
          make  written   request  for  additional   information.   The  written
          explanation must be personally  delivered or mailed (first class mail,
          postage  prepaid) to the Participant or spouse within 30 days from the
          date of the written request.  The Plan  Administrator does not need to
          comply with more than one such request by a Participant or spouse.

          The Plan Administrator's  explanation shall be written in nontechnical
          language and will explain the terms and  conditions  of the  Qualified
          Preretirement  Survivor  Annuity  and the  financial  effect  upon the
          spouse's benefit (in terms of dollars per benefit payment) of electing
          not to have  benefits  distributed  in  accordance  with the Qualified
          Preretirement Survivor Annuity.

SECTION 6.05--DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS.

         The Plan specifically permits distributions to an Alternate Payee under
a qualified  domestic relations order, as defined in Code Section 414(p), at any
time,  irrespective  of  whether  the  Participant  has  attained  his  earliest
retirement  age,  as  defined  in  Code  Section  414(p),   under  the  Plan.  A
distribution  to an  Alternate  Payee  before the  Participant's  attainment  of
earliest  retirement age, as defined in Code Section  414(p),  is available only
if:

     a)   the order specifies distributions at that time or permits an agreement
          between  the Plan and the  Alternate  Payee to  authorize  an  earlier
          distribution; and

     b)   if the present value of the Alternate  Payee's benefits under the Plan
          exceeds $3,500,  and the order requires,  the Alternate Payee consents
          to any distribution  occurring before the Participant's  attainment of
          earliest retirement age, as defined in Code Section 414(p).

         Nothing in this section shall permit a Participant a right to receive a
distribution  at a time  otherwise  not  permitted  under  the Plan nor shall it
permit the Alternate  Payee to receive a form of payment not permitted under the
Plan.

         The  Plan  Administrator  shall  establish  reasonable   procedures  to
determine the qualified status of a domestic  relations order.  Upon receiving a
domestic  relations  order,  the Plan  Administrator  promptly  shall notify the
Participant  and an  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 Plan  Administrator  shall determine the qualified
status of the order and shall notify the Participant  and each Alternate  Payee,
in writing,  of its determination.  The Plan Administrator  shall provide notice
under this  paragraph by mailing to the  individual's  address  specified in the
domestic  relations  order,  or in a manner  consistent with Department of Labor
regulations.  The  Plan  Administrator  may  treat  as  qualified  any  domestic
relations  order  entered  before  January 1, 1985,  irrespective  of whether it
satisfies all the requirements described in Code Section 414(p).

         If any portion of the  Participant's  Vested  Account is payable during
the period the Plan  Administrator is making its  determination of the qualified
status of the domestic  relations order, a separate  accounting shall be made of
the  amount  payable.  If the  Plan  Administrator  determines  the  order  is a
qualified  domestic  relations  order  within 18 months of the date  amounts are
first  payable  following  receipt of the order,  the payable  amounts  shall be
distributed in accordance  with the order.  If the Plan  Administrator  does not
make its  determination of the qualified status of the order within the 18 month
determination period, the payable amounts shall be distributed in the manner the
Plan  would  distribute  if the order did not  exist and the order  shall  apply
prospectively  if  the  Plan  Administrator  later  determines  the  order  is a
qualified domestic relations order.

         The Plan shall  make  payments  or  distributions  required  under this
section  by  separate  benefit  checks  or other  separate  distribution  to the
Alternate Payee(s).

<PAGE>

                                  ARTICLE VII

                               TERMINATION OF PLAN

         The Employer expects to continue the Plan indefinitely but reserves the
right to terminate the Plan in whole or in part at any time upon giving  written
notice to all parties concerned.  Complete discontinuance of Contributions under
the Plan constitutes complete termination of Plan.

         The  Account  of each  Participant  shall be fully  (100%)  vested  and
nonforfeitable as of the effective date of complete termination of the Plan. The
Account of each Participant who is included in the group of Participants  deemed
to be  affected  by the partial  termination  of the Plan shall be fully  (100%)
vested  and  nonforfeitable  as of  the  effective  date  of  the  partial  Plan
termination.  The  Participant's  Account shall  continue to  participate in the
earnings credited,  expenses charged and any appreciation or depreciation of the
Investment  Fund until the Vested Account is distributed.  A distribution  under
this  article  will be a  retirement  benefit  and shall be  distributed  to the
Participant according to the provisions of Article VI.

         A Participant's  Account which does not result from Contributions which
are used to compute  the Actual  Deferral  Percentage,  as defined in the EXCESS
AMOUNTS SECTION of Article III, may be distributed to the Participant  after the
effective  date of the complete or partial  Plan  termination.  A  Participant's
Account resulting from  Contributions  which are used to compute such percentage
may be distributed  upon  termination of the Plan without the  establishment  or
maintenance of another defined  contribution  plan, other than an employee stock
ownership  plan (as defined in Code  Section  4975(e) or Code  Section 409) or a
simplified  employee  pension plan (as defined in Code Section  408(k)).  Such a
distribution made after March 31, 1988, must be in a single sum.

         Upon  complete  termination  of Plan,  no more  Employees  shall become
Participants and no more Contributions shall be made.

         The assets of this Plan shall not be paid to the  Employer at any time,
except that,  after the  satisfaction  of all  liabilities  under the Plan,  any
assets remaining may be paid to the Employer.  The payment may not be made if it
would contravene any provision of law.

<PAGE>

                                  ARTICLE VIII

                             ADMINISTRATION OF PLAN

SECTION 8.01--ADMINISTRATION.

         Subject to the provisions of this article,  the Plan  Administrator has
complete control of the  administration of the Plan. The Plan  Administrator has
all the powers necessary for it to properly carry out its administrative duties.
Not in limitation, but in amplification of the foregoing, the Plan Administrator
has the power to  construe  the Plan,  including  ambiguous  provisions,  and to
determine all questions  that may arise under the Plan,  including all questions
relating to the  eligibility  of  Employees to  participate  in the Plan and the
amount of benefit to which any  Participant,  Beneficiary,  spouse or Contingent
Annuitant  may become  entitled.  The Plan  Administrator's  decisions  upon all
matters within the scope of its authority shall be final.

         Unless  otherwise  set out in the  Plan or  Group  Contract,  the  Plan
Administrator  may delegate  recordkeeping  and other duties which are necessary
for the  administration of the Plan to any person or firm which agrees to accept
such duties. The Plan  Administrator  shall be entitled to rely upon all tables,
valuations,  certificates  and reports  furnished by the  consultant  or actuary
appointed by the Plan  Administrator  and upon all opinions given by any counsel
selected or approved by the Plan Administrator.

         The Plan  Administrator  shall  receive  all  claims  for  benefits  by
Participants,  former  Participants,   Beneficiaries,  spouses,  and  Contingent
Annuitants.  The Plan  Administrator  shall  determine  all facts  necessary  to
establish the right of any Claimant to benefits and the amount of those benefits
under the provisions of the Plan. The Plan Administrator may establish rules and
procedures  to be  followed  by  Claimants  in filing  claims for  benefits,  in
furnishing  and verifying  proofs  necessary to determine  age, and in any other
matters required to administer the Plan.

SECTION 8.02--RECORDS.

         All acts and  determinations  of the Plan  Administrator  shall be duly
recorded.  All these records,  together with other  documents  necessary for the
administration  of the  Plan,  shall be  preserved  in the Plan  Administrator's
custody.

         Writing (handwriting, typing, printing),  photostating,  photographing,
microfilming,  magnetic  impulse,  mechanical or  electrical  recording or other
forms of data compilation shall be acceptable means of keeping records.

SECTION 8.03--INFORMATION AVAILABLE.

         Any  Participant in the Plan or any  Beneficiary  may examine copies of
the Plan description, latest annual report, any bargaining agreement, this Plan,
the Group Contract or any other  instrument under which the Plan was established
or is operated. The Plan Administrator shall maintain all of the items listed in
this section in its office, or in such other place or places as it may designate
in order to comply with  governmental  regulations.  These items may be examined
during  reasonable  business hours. Upon the written request of a Participant or
Beneficiary  receiving  benefits  under the Plan,  the Plan  Administrator  will
furnish him with a copy of any of these items. The Plan Administrator may make a
reasonable charge to the requesting person for the copy.

SECTION 8.04--CLAIM AND APPEAL PROCEDURES.

         A Claimant  must submit any required  forms and  pertinent  information
when making a claim for benefits under the Plan.

         If  a  claim  for  benefits   under  the  Plan  is  denied,   the  Plan
Administrator  shall provide adequate written notice to the Claimant whose claim
for benefits under the Plan has been denied. The notice must be furnished within
90 days of the date that the claim is  received by the Plan  Administrator.  The
Claimant  shall be notified  in writing  within this  initial  90-day  period if
special  circumstances  require an extension of time needed to process the claim
and the date by which  the  Plan  Administrator's  decision  is  expected  to be
rendered. The written notice shall be furnished no later than 180 days after the
date the claim was received by the Plan Administrator.

         The Plan  Administrator's  notice to the  Claimant  shall  specify  the
reason for the denial;  specify references to pertinent Plan provisions on which
denial is based; describe any additional material and information needed for the
Claimant  to  perfect  his claim for  benefits;  explain  why the  material  and
information  is needed;  inform the  Claimant  that any appeal he wishes to make
must be made in writing to the Plan  Administrator  within 60 days after receipt
of the Plan  Administrator's  notice of denial of benefits  and that  failure to
make the  written  appeal  within  such  60-day  period  shall  render  the Plan
Administrator's determination of such denial final, binding and conclusive.

         If the Claimant appeals to the Plan Administrator, the Claimant, or his
authorized  representative,  may submit in writing  whatever issues and comments
the Claimant, or his representative,  feels are pertinent.  The Claimant, or his
authorized   representative  may  review  pertinent  Plan  documents.  The  Plan
Administrator  shall  reexamine all facts related to the appeal and make a final
determination  as to  whether  the denial of  benefits  is  justified  under the
circumstances.  The Plan Administrator shall advise the Claimant of its decision
within 60 days of his written request for review,  unless special  circumstances
(such as a hearing)  would make  rendering  a decision  within the 60-day  limit
unfeasible.  The  Claimant  must be  notified  within  the  60-day  limit  if an
extension  is  necessary.  The Plan  Administrator  shall render a decision on a
claim for  benefits  no later  than 120 days  after the  request  for  review is
received.

SECTION 8.05--UNCLAIMED VESTED ACCOUNT PROCEDURE.

         At the time the  Participant's  Vested Account is  distributable to the
Participant,  spouse  or  Beneficiary  without  his  consent  according  to  the
provisions of Article VI or Article IX, the Plan Administrator,  by certified or
registered  mail addressed to his last known address and in accordance  with the
notice  requirements  of Article  VI, will  notify him of his  entitlement  to a
benefit.  If the  Participant,  spouse or Beneficiary  fails to claim the Vested
Account or make his whereabouts known in writing within six months from the date
of mailing the notice,  the Plan  Administrator  may treat such unclaimed Vested
Account as a forfeiture and apply it according to the  forfeiture  provisions of
Article III. If Article III contains no forfeiture provisions,  such amount will
be  applied  to  reduce  the  earliest  Employer  Contributions  due  after  the
forfeiture arises.

         If a  Participant's  Vested  Account  is  forfeited  according  to  the
provisions  of the  above  paragraph  and the  Participant,  his  spouse  or his
Beneficiary at any time make a claim for benefits,  the forfeited Vested Account
shall be reinstated, unadjusted for any gains or losses occurring after the date
it was forfeited. The reinstated Vested Account shall then be distributed to the
Participant,  spouse or Beneficiary according to the preceding provisions of the
Plan.

SECTION 8.06--DELEGATION OF AUTHORITY.

         All or any part of the administrative duties and responsibilities under
this  article  may  be  delegated  by the  Plan  Administrator  to a  retirement
committee.  The duties and responsibilities of the retirement committee shall be
set out in a separate written agreement.
<PAGE>

                                   ARTICLE IX

                               GENERAL PROVISIONS

SECTION 9.01--AMENDMENTS.

         The  Employer may amend this Plan at any time,  including  any remedial
retroactive changes (within the specified period of time as may be determined by
Internal Revenue Service regulations) to comply with the requirements of any law
or  regulation  issued  by any  governmental  agency to which  the  Employer  is
subject.  An amendment may not diminish or adversely affect any accrued interest
or benefit of Participants or their  Beneficiaries or eliminate an optional form
of  distribution  with respect to benefits  attributable  to service  before the
amendment nor allow reversion or diversion of Plan assets to the Employer at any
time,  except as may be necessary to comply with the  requirements of any law or
regulation  issued by any governmental  agency to which the Employer is subject.
No  amendment  to this Plan shall be  effective  to the  extent  that it has the
effect of decreasing a Participant's  accrued benefit.  However, a Participant's
Account may be reduced to the extent permitted under Code Section 412(c)(8). For
purposes of this paragraph,  a Plan amendment which 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  shall be treated as
reducing an accrued benefit. Furthermore, if the vesting schedule of the Plan is
amended,  in the case of an Employee who is a Participant as of the later of the
date  such  amendment  is  adopted  or  the  date  it  becomes  effective,   the
nonforfeitable  percentage  (determined  as of such  date)  of  such  Employee's
employer-derived  accrued benefit will not be less than his percentage  computed
under the Plan without regard to such amendment.

         An amendment shall not decrease a Participant's  vested interest in the
Plan. If an amendment to the Plan, or a deemed amendment in the case of a change
in  top-heavy  status of the Plan as  provided  in the  MODIFICATION  OF VESTING
REQUIREMENTS  SECTION of Article X, changes the  computation  of the  percentage
used to  determine  that  portion of a  Participant's  Account  attributable  to
Employer Contributions which is nonforfeitable (whether directly or indirectly),
each Participant or former Participant

     a)   who has  completed  at least  three  Years of  Service on the date the
          election  period  described  below ends (five  Years of Service if the
          Participant does not have at least one  Hour-of-Service in a Plan Year
          beginning after December 31, 1988) and

     b)   whose  nonforfeitable  percentage will be determined on any date after
          the date of the change

may elect, during the election period, to have the nonforfeitable  percentage of
his Account that results from Employer  Contributions  determined without regard
to the amendment. This election may not be revoked. An election does not need to
be provided  for any  Participant  or former  Participant  whose  nonforfeitable
percentage,  determined  according to the Plan provisions as changed,  cannot at
any time be less than the percentage  determined  without regard to such change.
The  election  period  shall begin no later than the date the Plan  amendment is
adopted,  or deemed  adopted in the case of a change in the top-heavy  status of
the Plan,  and end no earlier than the sixtieth day after the latest of the date
the amendment is adopted (deemed adopted) or becomes effective,  or the date the
Participant is issued written notice of the amendment (deemed  amendment) by the
Employer or the Plan Administrator.

SECTION 9.02--DIRECT ROLLOVERS.

         This section applies to distributions made on or after January 1, 1993.
Notwithstanding  any provision of the Plan to the contrary that would  otherwise
limit a Distributee's  election under this section,  a Distributee may elect, at
the time and in the manner  prescribed  by the Plan  Administrator,  to have any
portion of an  Eligible  Rollover  Distribution  paid  directly  to an  Eligible
Retirement Plan, specified by the Distributee, in a Direct Rollover.

SECTION 9.03--MERGERS AND DIRECT TRANSFERS.

         The Plan may not be merged or consolidated with, nor have its assets or
liabilities  transferred to, any other retirement plan,  unless each Participant
in the plan 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 the  Participant  would have been  entitled to receive  immediately
before the merger, consolidation or transfer (if this Plan had then terminated).
The  Employer  may enter into  merger  agreements  or direct  transfer of assets
agreements with the employers under other retirement plans which are qualifiable
under Code Section 401(a),  including an elective  transfer,  and may accept the
direct transfer of plan assets,  or may transfer plan assets,  as a party to any
such  agreement.  The Employer  shall not consent to, or be a party to a merger,
consolidation  or transfer of assets with a defined  benefit plan if such action
would result in a defined benefit feature being maintained under this Plan.

         The Plan may accept a direct  transfer  of plan  assets on behalf of an
Eligible  Employee.  If the Eligible Employee is not an Active  Participant when
the  transfer is made,  the  Eligible  Employee  shall be deemed to be an Active
Participant  only  for  the  purpose  of  investment  and  distribution  of  the
transferred assets. Employer Contributions shall not be made for or allocated to
the Eligible Employee, until the time he meets all of the requirements to become
an Active Participant.

         The Plan shall hold,  administer and distribute the transferred  assets
as a part of the Plan.  The Plan  shall  maintain  a  separate  account  for the
benefit of the Employee on whose behalf the Plan  accepted the transfer in order
to reflect the value of the transferred  assets.  Unless a transfer of assets to
the Plan is an elective  transfer,  the Plan shall apply the  optional  forms of
benefit  protections  described in the  AMENDMENTS  SECTION of Article IX to all
transferred  assets.  A transfer is elective if: (1) the transfer is  voluntary,
under a fully informed  election by the Participant;  (2) the Participant has an
alternative  that  retains  his  Code  Section  411(d)(6)   protected   benefits
(including an option to leave his benefit in the  transferor  plan, if that plan
is not  terminating);  (3) if the  transferor  plan is subject to Code  Sections
401(a)(11)  and 417, the  transfer  satisfies  the  applicable  spousal  consent
requirements  of the Code; (4) the notice  requirements  under Code Section 417,
requiring  a written  explanation  with  respect to an  election  not to receive
benefits in the form of a qualified  joint and  survivor  annuity,  are met with
respect to the Participant and spousal  transfer  election;  (5) the Participant
has a right to immediate  distribution from the transferor plan under provisions
in the plan not  inconsistent  with Code  Section  401(a);  (6) the  transferred
benefit is equal to the  Participant's  entire  nonforfeitable  accrued  benefit
under the transferor  plan,  calculated to be at least the greater of the single
sum  distribution  provided by the transferor plan (if any) or the present value
of the  Participant's  accrued  benefit under the transferor plan payable at the
plan's normal  retirement age and  calculated  using an interest rate subject to
the  restrictions of Code Section 417(e) and subject to the overall  limitations
of Code Section 415; (7) the Participant has a 100%  nonforfeitable  interest in
the transferred  benefit;  and (8) the transfer otherwise  satisfies  applicable
Treasury regulations.

SECTION 9.04--PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.

         The  obligations  of  an  Insurer  shall  be  governed  solely  by  the
provisions of the Group  Contract.  The Insurer shall not be required to perform
any act not provided in or contrary to the provisions of the Group Contract. See
the CONSTRUCTION SECTION of this article.

         Any issuer or  distributor  of  investment  contracts or  securities is
governed  solely  by the terms of its  policies,  written  investment  contract,
prospectuses,  security  instruments,  and any other written  agreements entered
into with the Trustee.

         Such Insurer,  issuer or  distributor  is not a party to the Plan,  nor
bound in any way by the Plan  provisions.  Such parties shall not be required to
look to the terms of this Plan, nor to determine whether the Employer,  the Plan
Administrator,  the Trustee, or the Named Fiduciary have the authority to act in
any particular manner or to make any contract or agreement.

         Until notice of any amendment or  termination  of this Plan or a change
in Trustee  has been  received by the Insurer at its home office or an issuer or
distributor at their principal address, they are and shall be fully protected in
assuming  that the Plan has not been amended or  terminated  and in dealing with
any party acting as Trustee according to the latest  information which they have
received at their home office or principal address.

SECTION 9.05--EMPLOYMENT STATUS.

         Nothing  contained  in this  Plan  gives an  Employee  the  right to be
retained in the Employer's  employ or to interfere with the Employer's  right to
discharge any Employee.

SECTION 9.06--RIGHTS TO PLAN ASSETS.

         No  Employee  shall have any right to or  interest in any assets of the
Plan upon  termination  of his  employment or otherwise  except as  specifically
provided under this Plan, and then only to the extent of the benefits payable to
such Employee in accordance with Plan provisions.

         Any  final  payment  or  distribution  to a  Participant  or his  legal
representative or to any Beneficiaries,  spouse or Contingent  Annuitant of such
Participant  under  the Plan  provisions  shall be in full  satisfaction  of all
claims  against  the Plan,  the Named  Fiduciary,  the Plan  Administrator,  the
Trustee, the Insurer, and the Employer arising under or by virtue of the Plan.

SECTION 9.07--BENEFICIARY.

         Each  Participant  may name a Beneficiary  to receive any death benefit
(other than any income payable to a Contingent  Annuitant) that may arise out of
his  participation  in the Plan. The Participant may change his Beneficiary from
time to time.  Unless a  qualified  election  has been  made,  for  purposes  of
distributing  any death benefits  before  Retirement  Date, the Beneficiary of a
Participant  who has a  spouse  who is  entitled  to a  Qualified  Preretirement
Survivor  Annuity  shall  be  the   Participant's   spouse.   The  Participant's
Beneficiary  designation  and any change of Beneficiary  shall be subject to the
provisions  of  the  ELECTION  PROCEDURES  SECTION  of  Article  VI.  It is  the
responsibility  of the  Participant to give written notice to the Insurer of the
name of the Beneficiary on a form furnished for that purpose.

         With the  Employer's  consent,  the  Plan  Administrator  may  maintain
records of Beneficiary  designations  for  Participants  before their Retirement
Dates. In that event,  the written  designations  made by Participants  shall be
filed with the Plan  Administrator.  If a Participant dies before his Retirement
Date,  the Plan  Administrator  shall  certify to the  Insurer  the  Beneficiary
designation on its records for the Participant.

         If, at the death of a  Participant,  there is no  Beneficiary  named or
surviving,  any death benefit under the Group  Contract  shall be paid under the
applicable provisions of the Group Contract.

SECTION 9.08--NONALIENATION OF BENEFITS.

         Benefits  payable  under the Plan are not  subject to the claims of any
creditor of any  Participant,  Beneficiary,  spouse or Contingent  Annuitant.  A
Participant,  Beneficiary,  spouse  or  Contingent  Annuitant  does not have any
rights to alienate, anticipate,  commute, pledge, encumber or assign any of such
benefits,  except in the case of a loan as provided in the LOANS TO PARTICIPANTS
SECTION of Article V. The preceding  sentences shall also apply to the creation,
assignment or  recognition  of a right to any benefit  payable with respect to a
Participant  according  to a  domestic  relations  order,  unless  such order is
determined by the Plan 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.

SECTION 9.09--CONSTRUCTION.

         The validity of the Plan or any of its  provisions is determined  under
and construed according to Federal law and, to the extent permissible, according
to the laws of the state in which the Employer has its principal office. In case
any  provision  of this Plan is held  illegal or invalid  for any  reason,  such
determination  shall not affect the remaining  provisions of this Plan,  and the
Plan shall be construed and enforced as if the illegal or invalid  provision had
never been included.

         In the event of any conflict between the provisions of the Plan and the
terms of any contract or policy  issued  hereunder,  the  provisions of the Plan
control the operation and administration of the Plan.

SECTION 9.10--LEGAL ACTIONS.

         The Plan, the Plan  Administrator,  the Trustee and the Named Fiduciary
are the necessary parties to any action or proceeding  involving the assets held
with  respect  to the Plan or  administration  of the Plan or  Trust.  No person
employed  by  the  Employer,   no  Participant,   former  Participant  or  their
Beneficiaries  or any other person having or claiming to have an interest in the
Plan is entitled to any notice of process.  A final judgment entered in any such
action or proceeding  shall be binding and  conclusive on all persons  having or
claiming to have an interest in the Plan.

SECTION 9.11--SMALL AMOUNTS.

         If the Vested Account of a Participant has never exceeded  $3,500,  the
entire Vested Account shall be payable in a single sum as of the earliest of his
Retirement  Date,  the date he dies, or the date he ceases to be an Employee for
any other reason.  This is a small amounts payment. If a small amount is payable
as of the date the Participant  dies, the small amounts payment shall be made to
the  Participant's  Beneficiary  (spouse if the death  benefit is payable to the
spouse).  If a small amounts payment is payable while the Participant is living,
the small amounts  payment shall be made to the  Participant.  The small amounts
payment is in full settlement of all benefits otherwise payable.

         No other small amounts payments shall be made.

SECTION 9.12--WORD USAGE.

         The  masculine  gender,  where used in this  Plan,  shall  include  the
feminine  gender and the  singular  words as used in this Plan may  include  the
plural, unless the context indicates otherwise.

SECTION 9.13--TRANSFERS BETWEEN PLANS.

         If an Employee previously  participated in another plan of the Employer
which credited service under the elapsed time method for any purpose which under
this Plan is determined  using the hours  method,  then the  Employee's  service
shall be equal to the sum of (a), (b) and (c) below:

     a)   The number of whole  years of service  credited to him under the other
          plan as of the date he became an Eligible Employee under this Plan.

     b)   One year or a part of a year of  service  for the  applicable  service
          period in which he became an Eligible  Employee if he is credited with
          the required number of Hours-of-Service. If the Employer does not have
          sufficient records to determine the Employee's actual Hours-of-Service
          in that  part of the  service  period  before  the date he  became  an
          Eligible Employee,  the Hours-of-Service  shall be determined using an
          equivalency.  For any  month  in which  he  would  be  required  to be
          credited with one  Hour-of-Service,  the Employee  shall be deemed for
          purposes of this section to be credited with 190 Hours-of-Service.

     c)   The  Employee's  service  determined  under  this Plan using the hours
          method  after  the end of the  applicable  service  period in which he
          became an Eligible Employee.

         If an Employee previously  participated in another plan of the Employer
which  credited  service under the hours method for any purpose which under this
Plan is determined  using the elapsed time method,  then the Employee's  service
shall be equal to the sum of (d), (e) and (f) below:

     d)   The number of whole  years of service  credited to him under the other
          plan as of the beginning of the  applicable  service period under that
          plan in which he became an Eligible Employee under this Plan.

     e)   The greater of (1) the service  that would be credited to him for that
          entire service period using the elapsed time method or (2) the service
          credited  to him  under  the  other  plan as of the date he  became an
          Eligible Employee under this Plan.

     f)   The Employee's  service  determined  under this Plan using the elapsed
          time method after the end of the  applicable  service period under the
          other plan in which he became an Eligible Employee.

         Any modification of service  contained in this Plan shall be applicable
to the service determined pursuant to this section.

         If the  Employee  previously  participated  in the plan of a Controlled
Group member which  credited  service  under a different  method than is used in
this Plan,  for purposes of determining  eligibility  and vesting the provisions
above shall apply as though the plan of the Controlled  Group member were a plan
of the Employer.

<PAGE>

                                   ARTICLE X

                           TOP-HEAVY PLAN REQUIREMENTS

SECTION 10.01--APPLICATION.

         The provisions of this article shall supersede all other  provisions in
the Plan to the contrary.

         For the purpose of applying the  Top-heavy  Plan  requirements  of this
article,  all members of the Controlled  Group shall be treated as one Employer.
The term Employer as used in this article shall be deemed to include all members
of the  Controlled  Group  unless the term as used  clearly  indicates  only the
Employer is meant.

         The accrued  benefit or account of a  participant  which  results  from
deductible  voluntary  contributions shall not be included for any purpose under
this article.

         The minimum vesting and contribution  provisions of the MODIFICATION OF
VESTING  REQUIREMENTS and  MODIFICATION OF  CONTRIBUTIONS  SECTIONS of Article X
shall not apply to any Employee who is included in a group of Employees  covered
by a collective  bargaining agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or more
employers, including the Employer, if there is evidence that retirement benefits
were the subject of good faith bargaining between such representatives. For this
purpose, the term "employee  representatives"  does not include any organization
more than half of whose  members  are  employees  who are owners,  officers,  or
executives.

SECTION 10.02--DEFINITIONS.

     The following terms are defined for purposes of this article.

     AGGREGATION GROUP means

          a)   each of the Employer's  retirement  plans in which a Key Employee
               is a participant  during the Year  containing  the  Determination
               Date or one of the four preceding Years,

          b)   each of the Employer's  other  retirement  plans which allows the
               plan(s)  described  in (a)  above to meet  the  nondiscrimination
               requirement  of Code Section  401(a)(4)  or the minimum  coverage
               requirement of Code Section 410, and

          c)   any of the Employer's  other retirement plans not included in (a)
               or (b) above which the Employer desires to include as part of the
               Aggregation  Group. Such a retirement plan shall be included only
               if  the   Aggregation   Group  would   continue  to  satisfy  the
               requirements of Code Section 401 (a)(4) and Code Section 410.

     The plans in (a) and (b) above constitute the "required" Aggregation Group.
     The plans in (a), (b) and (c) above constitute the "permissive" Aggregation
     Group.

     COMPENSATION  means,  as to an  Employee  for any period,  compensation  as
     defined in the CONTRIBUTION LIMITATION SECTION of Article III. For purposes
     of  determining  who is a Key  Employee,  Compensation  shall  include,  in
     addition to compensation as defined in the CONTRIBUTION  LIMITATION SECTION
     of Article III, elective contributions.  Elective contributions are amounts
     which are excludible  from the Employee's  gross income under Code Sections
     125, 402(e)(3),  402(h) or 403(b), and contributed by the Employer,  at the
     Employee's  election,  to a Code Section 401(k)  arrangement,  a simplified
     employee pension, cafeteria plan or tax-sheltered annuity.

     For purposes of Compensation as defined in this section, Compensation shall
     be  limited  in the same  manner  and in the same time as the  Compensation
     defined in the DEFINITION SECTION of Article I.

     DETERMINATION  DATE means as to this Plan for any Year, the last day of the
     preceding Year.  However,  if there is no preceding Year, the Determination
     Date is the last day of such Year.

     KEY EMPLOYEE means any Employee or former Employee (including Beneficiaries
     of deceased Employees) who at any time during the determination period was

          a)   one of the  Employer's  officers  (subject to the maximum  below)
               whose  Compensation  (as  defined in this  section)  for the Year
               exceeds 50 percent of the dollar  limitation  under Code  Section
               415(b)(1)(A),

          b)   one of the ten Employees who owns (or is considered to own, under
               Code Section 318) more than a half percent ownership interest and
               one of the largest  interests in the Employer  during any Year of
               the  determination  period  if  such  person's  Compensation  (as
               defined  in  this  section)  for  the  Year  exceeds  the  dollar
               limitation under Code Section 415(c)(1)(A),

          c)   a five-percent owner of the Employer, or

          d)   a  one-percent  owner  of the  Employer  whose  Compensation  (as
               defined in this section) for the Year is more than $150,000.

     Each member of the Controlled Group shall be treated as a separate employer
     for purposes of determining ownership in the Employer.

     The determination  period is the Year containing the Determination Date and
     the four preceding  Years. If the Employer has fewer than 30 Employees,  no
     more than three  Employees  shall be treated as Key Employees  because they
     are  officers.  If the Employer has between 30 and 500  Employees,  no more
     than ten percent of the Employer's Employees (if not an integer,  increased
     to the next  integer)  shall be treated as Key  Employees  because they are
     officers.  In no event  will  more  than 50  Employees  be  treated  as Key
     Employees  because  they  are  officers  if the  Employer  has  500 or more
     Employees. The number of Employees for any Plan Year is the greatest number
     of Employees during the  determination  period.  Officers who are employees
     described in Code Section 414(q)(8) shall be excluded.  If the Employer has
     more than the maximum  number of  officers to be treated as Key  Employees,
     the officers shall be ranked by amount of annual  Compensation  (as defined
     in this section),  and those with the greater amount of annual Compensation
     during the  determination  period  shall be treated  as Key  Employees.  To
     determine the ten Employees  owning the largest  interests in the Employer,
     if more than one Employee has the same ownership interest,  the Employee(s)
     having  the  greater  annual  Compensation  shall be  treated as owning the
     larger  interest(s).  The  determination  of who is a Key Employee shall be
     made according to Code Section 416(i)(1) and the regulations thereunder.

     NON-KEY  EMPLOYEE  means a person  who is a  non-key  employee  within  the
     meaning of Code Section 416 and regulations thereunder.

     PRESENT VALUE means the present value of a  participant's  accrued  benefit
     under a defined benefit plan as of his normal  retirement age (attained age
     if later) or, if the plan provides  non-proportional  subsidies, the age at
     which the benefit is most  valuable.  The accrued  benefit of any  Employee
     (other than a Key Employee)  shall be determined  under the method which is
     used for accrual  purposes  for all plans of the Employer or if there is no
     one  method  which  is used  for  accrual  purposes  for all  plans  of the
     Employer,  as if such  benefit  accrued not more  rapidly  than the slowest
     accrual rate  permitted  under Code Section  411(b)(1)(C).  For purposes of
     establishing  Present Value,  any benefit shall be discounted only for 7.5%
     interest and  mortality  according to the 1971 Group  Annuity  Table (Male)
     without the 7% margin but with projection by Scale E from 1971 to the later
     of (a) 1974,  or (b) the year  determined  by adding  the age to 1920,  and
     wherein for females the male age six years  younger is used. If the Present
     Value of accrued  benefits is determined for a participant  under more than
     one defined benefit plan included in the Aggregation  Group, all such plans
     shall use the same actuarial assumptions to determine the Present Value.

     TOP-HEAVY  PLAN  means a plan which is a  top-heavy  plan for any plan year
     beginning after December 31, 1983. This Plan shall be a Top-heavy Plan if

          a)   the  Top-heavy  Ratio for this Plan alone  exceeds 60 percent and
               this  Plan  is not  part of any  required  Aggregation  Group  or
               permissive Aggregation Group.

          b)   this Plan is a part of a required Aggregation Group, but not part
               of a permissive  Aggregation  Group,  and the Top-heavy Ratio for
               the required Aggregation Group exceeds 60 percent.

          c)   this Plan is a part of a required Aggregation Group and part of a
               permissive  Aggregation  Group  and the  Top-heavy  Ratio for the
               permissive Aggregation Group exceeds 60 percent.

         TOP-HEAVY RATIO means the ratio  calculated  below for this Plan or for
the Aggregation Group.

          a)   If the Employer maintains one or more defined  contribution plans
               (including any simplified employee pension plan) and the Employer
               has not  maintained  any defined  benefit  plan which  during the
               five-year period ending on the determination  date has or has had
               accrued benefits,  the Top-heavy Ratio for this Plan alone or for
               the required or permissive  Aggregation Group as appropriate is a
               fraction,  the  numerator  of  which  is the  sum of the  account
               balances of all Key  Employees as of the  determination  date and
               the  denominator  of which is the sum of all account  balances of
               all employees as of the  determination  date.  Both the numerator
               and  denominator  of the  Top-heavy  Ratio are  adjusted  for any
               distribution  of an account  balance  (including  those made from
               terminated  plan(s) of the Employer which would have been part of
               the  required   Aggregation  Group  had  such  plan(s)  not  been
               terminated)   made  in  the   five-year   period  ending  on  the
               determination  date.  Both the numerator and  denominator  of the
               Top-heavy  Ratio are  increased to reflect any  contribution  not
               actually made as of the Determination Date, but which is required
               to be taken into  account on that date under Code Section 416 and
               the regulations thereunder.

          b)   If the Employer maintains one or more defined  contribution plans
               (including any simplified employee pension plan) and the Employer
               maintains or has  maintained  one or more defined  benefit  plans
               which during the  five-year  period  ending on the  determination
               date has or has had accrued benefits, the Top-heavy Ratio for any
               required or  permissive  Aggregation  Group as  appropriate  is a
               fraction,  the  numerator  of  which  is the  sum of the  account
               balances  under  the  defined  contribution  plan(s)  of all  Key
               Employees  and the Present  Value of accrued  benefits  under the
               defined   benefit   plan(s)  for  all  Key  Employees,   and  the
               denominator of which is the sum of the account balances under the
               defined  contribution  plan(s) for all  employees and the Present
               Value of accrued benefits under the defined benefit plans for all
               employees.  Both the numerator and  denominator  of the Top-heavy
               Ratio are adjusted for any  distribution of an account balance or
               an accrued benefit  (including those made from terminated plan(s)
               of the  Employer  which  would  have  been  part of the  required
               Aggregation  Group had such plan(s) not been  terminated) made in
               the five-year period ending on the determination date.

          c)   For purposes of (a) and (b) above,  the value of account balances
               and the Present  Value of accrued  benefits will be determined as
               of the most recent  valuation date that falls within or ends with
               the 12-month period ending on the  determination  date, except as
               provided in Code Section 416 and the  regulations  thereunder for
               the first and second plan years of a defined  benefit  plan.  The
               account balances and accrued benefits of an employee who is not a
               Key  Employee  but who was a Key Employee in a prior year will be
               disregarded.  The  calculation  of the  Top-heavy  Ratio  and the
               extent to which distributions, rollovers and transfers during the
               five-year period ending on the determination date are to be taken
               into account,  shall be determined according to the provisions of
               Code Section 416 and regulations thereunder. The account balances
               and  accrued  benefits  of an  individual  who has  performed  no
               service for the Employer  during the  five-year  period ending on
               the determination date shall be excluded from the Top-heavy Ratio
               until the time the  individual  again  performs  service  for the
               Employer.  Deductible  employee  contributions  will not be taken
               into account for purposes of computing the Top-heavy Ratio.  When
               aggregating  plans,  the value of account  balances  and  accrued
               benefits will be calculated  with reference to the  determination
               dates that fall within the same calendar year.

     Account,  as used in this  definition,  means  the  value of an  employee's
     account  under  one of  the  Employer's  retirement  plans  on  the  latest
     valuation  date.  In the case of a money  purchase  plan or target  benefit
     plan, such value shall be adjusted to include any contributions made for or
     by  the  employee   after  the  valuation   date  and  on  or  before  such
     determination  date or due to be made as of such determination date but not
     yet  forwarded to the insurer or trustee.  In the case of a profit  sharing
     plan, such value shall be adjusted to include any contributions made for or
     by  the  employee   after  the  valuation   date  and  on  or  before  such
     determination  date.  During the first Year of any profit sharing plan such
     adjustment   in  value  shall   include   contributions   made  after  such
     determination  date  that  are  allocated  as of a date in such  Year.  The
     nondeductible  employee  contributions  which  an  employee  makes  under a
     defined  benefit  plan of the  Employer  shall be  treated  as if they were
     contributions under a separate defined contribution plan.

     VALUATION  DATE means,  as to this Plan,  the last day of the last calendar
     month ending in a Year.

     YEAR means the Plan Year unless  another  year is specified by the Employer
     in a separate written  resolution in accordance with regulations  issued by
     the Secretary of the Treasury or his delegate.

SECTION 10.03--MODIFICATION OF VESTING REQUIREMENTS.

         If a Participant's Vesting Percentage determined under Article I is not
at least as great as his Vesting Percentage would be if it were determined under
a schedule permitted in Code Section 416, the following shall apply.  During any
Year in which the Plan is a Top-heavy Plan, the Participant's Vesting Percentage
shall be the greater of the Vesting Percentage determined under Article I or the
schedule below.

       VESTING SERVICE                          NONFORFEITABLE
       (whole years)                            PERCENTAGE

         Less than 2                                  0
               2                                     20
               3                                     40
               4                                     60
               5                                     80
          6 or more                                 100

         The schedule above shall not apply to Participants who are not credited
with an  Hour-of-Service  after the Plan first  becomes a  Top-heavy  Plan.  The
Vesting Percentage  determined above applies to all of the Participant's Account
resulting  from Employer  Contributions,  including  Contributions  the Employer
makes before the TEFRA Compliance Date or when the Plan is not a Top-heavy Plan.

         If, in a later Year, this Plan is not a Top-heavy Plan, a Participant's
Vesting Percentage shall be determined under Article I. A Participant's  Vesting
Percentage  determined  under either Article I or the schedule above shall never
be reduced and the election  procedures of the AMENDMENTS  SECTION of Article IX
shall apply when changing to or from the schedule as though the automatic change
were the result of an amendment.

         The part of the Participant's Vested Account resulting from the minimum
contributions  required pursuant to the MODIFICATION OF CONTRIBUTIONS SECTION of
Article X shall not be  forfeited  because  of a period  of  reemployment  after
benefit payments have begun.

SECTION 10.04--MODIFICATION OF CONTRIBUTIONS.

         During any Year in which this Plan is a Top-heavy  Plan,  the  Employer
shall make a minimum  contribution or allocation on the last day of the Year for
each  person who is a Non-key  Employee  on that day and who either was or could
have been an Active  Participant  during  the Year.  A Non-key  Employee  is not
required  to have a minimum  number of  hours-of-service  or  minimum  amount of
Compensation, or to have had any Elective Deferral Contributions made for him in
order to be entitled to this minimum. The minimum contribution or allocation for
such person shall be equal to the lesser of (a) or (b) below:

     a)   Three  percent  of such  person's  Compensation  (as  defined  in this
          article).

     b)   The "highest  percentage" of Compensation (as defined in this article)
          for such Year at which the  Employer's  contributions  are made for or
          allocated  to any  Key  Employee.  The  highest  percentage  shall  be
          determined  by  dividing  the  Employer   Contributions  made  for  or
          allocated to each Key  Employee  during such Year by the amount of his
          Compensation (as defined in this article),  which is not more than the
          maximum set out above, and selecting the greatest quotient  (expressed
          as a  percentage).  To determine  the highest  percentage,  all of the
          Employer's  defined  contribution  plans within the Aggregation  Group
          shall be treated as one plan. The  provisions of this paragraph  shall
          not apply if this Plan and a defined  benefit plan of the Employer are
          required to be included in the Aggregation Group and this Plan enables
          the defined benefit plan to meet the  requirements of Code Section 401
          (a)(4) or Code Section 410.

         If the Employer's  contributions  and  allocations  otherwise  required
under the defined  contribution plan(s) are at least equal to the minimum above,
no additional  contribution or reallocation shall be required. If the Employer's
contributions  and  allocations  are less than the  minimum  above and  Employer
Contributions  under  this Plan are  allocated  to  Participants,  any  Employer
Contributions  (other than those which are  allocated on the basis of the amount
made for such person) shall be reallocated to provide the minimum. The remaining
Contributions  shall be allocated as provided in the preceding  articles of this
Plan  taking  into  account  any amount  which was  reallocated  to provide  the
minimum. If the Employer's total contributions and allocations are less than the
minimum  above  after  any  reallocation  provided  above,  the  Employer  shall
contribute the difference for the Year.

         The minimum contribution or allocation applies to all of the Employer's
defined  contribution  plans in the aggregate  which are Top-heavy  Plans. If an
additional  contribution or allocation is required to meet the minimum above, it
shall be provided in the Employer's money purchase plan.

         A minimum  allocation under a profit sharing plan shall be made without
regard to whether or not the Employer has profits.

         If a person who is  otherwise  entitled  to a minimum  contribution  or
allocation  above is also covered under a defined benefit plan of the Employer's
which is a Top-heavy  Plan during that same Year,  the minimum  benefits for him
shall not be  duplicated.  The  defined  benefit  plan  shall  provide an annual
benefit for him on, or adjusted  to, a straight  life basis of the lesser of (c)
two percent of his average pay  multiplied by his years of service or (d) twenty
percent of his  average  pay.  Average  pay and years of service  shall have the
meaning set forth in such defined benefit plan for this purpose.

         For purposes of this section, any employer  contribution made according
to a salary  reduction or similar  arrangement  shall not apply before the first
Yearly  Date in 1985.  On and  after  the first  Yearly  Date in 1989,  any such
employer   contributions   and   employer   contributions   which  are  matching
contributions, as defined in Code Section 401(m), shall not apply in determining
if the  minimum  contribution  requirement  has been  met,  but  shall  apply in
determining  the  minimum  contribution  required.  Forfeitures  credited  to  a
Participant's Account are treated as employer contributions.

         The  requirements  of this  section  shall  be met  without  regard  to
contributions under Chapter 2 of the Code (relating to tax on  self-employment),
Chapter 21 of the Code (relating to Federal Insurance  Contributions Act), Title
II of the Social Security Act or any other Federal or state law.

SECTION 10.05--MODIFICATION OF CONTRIBUTION LIMITATION.

         If the  provisions of  subsection  (e) of the  CONTRIBUTION  LIMITATION
SECTION of Article III are applicable for any Limitation  Year during which this
Plan is a  Top-heavy  Plan,  the  benefit  limitations  shall be  modified.  The
definitions  of Defined  Benefit  Plan  Fraction and Defined  Contribution  Plan
Fraction in the CONTRIBUTION LIMITATION SECTION of Article III shall be modified
by  substituting  "1.0"  in  lieu  of  "1.25."  The  optional   denominator  for
determining  the  Defined  Contribution  Plan  Fraction  shall  be  modified  by
substituting "$41,500" in lieu of "$51,875." In addition, an adjustment shall be
made to the numerator of the Defined Contribution Plan Fraction.  The adjustment
is a reduction  of that  numerator  similar to the  modification  of the Defined
Contribution Plan Fraction  described in the CONTRIBUTION  LIMITATION SECTION of
Article  III,  and shall be made with  respect  to the last Plan Year  beginning
before January 1, 1984.

         The  modifications  in the paragraph above shall not apply with respect
to a Participant so long as employer contributions, forfeitures or nondeductible
employee  contributions are not credited to his account under this or any of the
Employer's other defined  contribution plans and benefits do not accrue for such
Participant under the Employer's  defined benefit plan(s),  until the sum of his
Defined Contribution and Defined Benefit Plan Fractions is less than 1.0.

         By  executing  this Plan,  the  Primary  Employer  acknowledges  having
counseled to the extent necessary with selected legal and tax advisors regarding
the Plan's legal and tax implications.

         Executed this 27th day of April, 1998.

                     GARMIN INTERNATIONAL, INC.


                     By:   /s/
                         -----------------------------------


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