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                                                                   EXHIBIT 10.20






                       PROTOTYPE DEFINED CONTRIBUTION PLAN

                                  SPONSORED BY


                        THE RETIREMENT PLAN COMPANY, LLC

                               BASIC PLAN DOCUMENT






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THIS DOCUMENT IS COPYRIGHTED UNDER THE LAWS OF THE UNITED STATES. ITS USE,
DUPLICATION OR REPRODUCTION, INCLUDING THE USE OF ELECTRONIC MEANS, IS
PROHIBITED BY LAW WITHOUT THE EXPRESS CONSENT OF THE AUTHOR.

                                TABLE OF CONTENTS

<Table>
<Caption>
 PARAGRAPH                                                                                    PAGE
-----------                                                                                   ----
<S>          <C>                                                                              <C>
                                             ARTICLE I
                                            DEFINITIONS

    1.1      Actual Contribution Percentage (ACP)                                               1
    1.2      Actual Deferral Percentage (ADP)                                                   1
    1.3      Adoption Agreement                                                                 2
    1.4      Aggregate Limit                                                                    2
    1.5      Allocation Date(s)                                                                 2
    1.6      Annual Additions                                                                   2
    1.7      Annuity Starting Date                                                              3
    1.8      Applicable Calendar Year                                                           3
    1.9      Applicable Life Expectancy                                                         3
    1.10     Average Annual Compensation                                                        3
    1.11     Average Contribution Percentage (ACP)                                              3
    1.12     Average Deferral Percentage (ADP)                                                  4
    1.13     Beneficiary                                                                        4
    1.14     Break In Service                                                                   4
    1.15     Code                                                                               4
    1.16     Compensation                                                                       5
    1.17     Covered Compensation                                                               8
    1.18     Custodian                                                                          8
    1.19     Davis-Bacon Act                                                                    8
    1.20     Defined Benefit Plan                                                               8
    1.21     Defined Benefit (Plan) Fraction                                                    8
    1.22     Defined Contribution Dollar Limitation                                             8
    1.23     Defined Contribution Plan                                                          9
    1.24     Defined Contribution (Plan) Fraction                                               9
    1.25     Direct Rollover                                                                    9
    1.26     Disability                                                                         9
    1.27     Distribution Calendar Year                                                         9
    1.28     Early Retirement Age                                                               9
    1.29     Early Retirement Date                                                              9
    1.30     Earned Income                                                                     10
    1.31     Effective Date                                                                    10
    1.32     Election Period                                                                   10
    1.33     Elapsed Time                                                                      10
    1.34     Elective Deferrals                                                                10
    1.35     Eligible Employee                                                                 10
    1.36     Eligible Employer                                                                 10
    1.37     Eligible Participant                                                              11
    1.38     Eligible Retirement Plan                                                          11
    1.39     Eligible Rollover Distribution                                                    11
    1.40     Employee                                                                          11
    1.41     Employer                                                                          12
    1.42     Entry Date                                                                        12
    1.43     ERISA                                                                             12
</Table>


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<Table>
<S>          <C>                                                                              <C>
    1.44     Excess Aggregate Contributions                                                    12
    1.45     Excess Annual Additions                                                           12
    1.46     Excess Contribution                                                               13
    1.47     Excess Elective Deferrals                                                         13
    1.48     Expected Year Of Service                                                          13
    1.49     First Distribution Calendar Year                                                  13
    1.50     Hardship                                                                          13
    1.51     Highest Average Compensation                                                      13
    1.52     Highly Compensated Employee                                                       13
    1.53     Hour Of Service                                                                   14
    1.54     Integration Level                                                                 14
    1.55     Key Employee                                                                      15
    1.56     Leased Employee                                                                   15
    1.57     Limitation Year                                                                   15
    1.58     Master Or Prototype Plan                                                          15
    1.59     Matching Contribution                                                             15
    1.60     Maximum Permissible Amount                                                        15
    1.61     Net Profit                                                                        16
    1.62     Normal Retirement Age                                                             16
    1.63     Normal Retirement Date                                                            16
    1.64     Owner-Employee                                                                    16
    1.65     Paired Plans                                                                      16
    1.66     Participant                                                                       16
    1.67     Participant's Benefit                                                             16
    1.68     Period Of Severance                                                               16
    1.69     Permissive Aggregation Group                                                      16
    1.70     Plan                                                                              16
    1.71     Plan Administrator                                                                16
    1.72     Plan Sponsor                                                                      17
    1.73     Plan Year                                                                         17
    1.74     Present Value                                                                     17
    1.75     Prior Plan Year                                                                   17
    1.76     Prior Safe Harbor Plan                                                            17
    1.77     Projected Annual Benefit                                                          17
    1.78     Projected Participation                                                           17
    1.79     Qualified Domestic Relations Order (QDRO Or Order)                                18
    1.80     Qualified Early Retirement Age                                                    18
    1.81     Qualified Joint And Survivor Annuity (QJSA)                                       18
    1.82     Qualified Matching Contributions (QMACs)                                          18
    1.83     Qualified Non-Elective Contributions (QNECs)                                      18
    1.84     Qualified Plan                                                                    18
    1.85     Qualified Pre-Retirement Survivor Annuity                                         18
    1.86     Qualified Voluntary Contribution                                                  18
    1.87     Required Aggregation Group                                                        19
    1.88     Required Beginning Date                                                           19
    1.89     Required After-tax Contributions                                                  19
    1.90     Rollover Contribution                                                             19
    1.91     Salary Deferral Agreement                                                         19
    1.92     Savings Incentive Match Plan For Employees (SIMPLE)                               19
    1.93     Self-Employed Individual                                                          19
    1.94     Service                                                                           19
    1.95     Severance Date                                                                    20
    1.96     Severance Period                                                                  20
    1.97     Service Provider                                                                  20
</Table>


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<Table>
<S>          <C>                                                                              <C>
    1.98     Shareholder Employee                                                              20
    1.99     Simplified Employee Pension Plan                                                  20
    1.100    Sponsor                                                                           20
    1.101    Spouse                                                                            20
    1.102    Stated Benefit Formula                                                            20
    1.103    Super Top-Heavy Plan                                                              20
    1.104    Taxable Wage Base                                                                 20
    1.105    Top-Heavy Determination Date                                                      20
    1.106    Top-Heavy Plan                                                                    20
    1.107    Top-Heavy Ratio                                                                   21
    1.108    Top-Paid Group                                                                    22
    1.109    Transfer Contribution                                                             22
    1.110    Trust                                                                             22
    1.111    Trustee                                                                           22
    1.112    Uniformed Services Employment And Reemployment Rights Act Of 1994 (USERRA)        22
    1.113    Valuation Date                                                                    22
    1.114    Vested Account Balance                                                            22
    1.115    Voluntary After-tax Contribution                                                  22
    1.116    Welfare Benefit Fund                                                              23
    1.117    Year Of Service                                                                   23

                                            ARTICLE II
                                     ELIGIBILITY REQUIREMENTS

    2.1      Eligibility                                                                       26
    2.2      Determination Of Eligibility                                                      26
    2.3      Change In Classification Of Employment                                            26
    2.4      Participation                                                                     27
    2.5      Employment Rights                                                                 27
    2.6      Service With Controlled Groups                                                    27
    2.7      Leased Employees                                                                  27
    2.8      Thrift Plan                                                                       28
    2.9      Target Benefit Plan                                                               28
    2.10     Davis-Bacon Plan                                                                  28
    2.11     Waiver Of Participation                                                           28
    2.12     Omission Of Eligible Employee                                                     28
    2.13     Inclusion Of Ineligible Employee                                                  29

                                            ARTICLE III
                                      EMPLOYER CONTRIBUTIONS

    3.1      Contribution Amount                                                               30
    3.2      Contribution Amount For A SIMPLE 401(k) Plan                                      30
    3.3      Responsibility For Contributions                                                  31
    3.4      Return Of Contributions                                                           31
    3.5      Merger Of Assets From Another Plan                                                31
    3.6      Coverage Requirements                                                             32
    3.7      Eligibility For Contribution                                                      32
    3.8      Target Benefit Plan Contribution                                                  33
    3.9      Davis-Bacon Plan Contribution                                                     34
    3.10     Uniform Dollar Contribution                                                       34
    3.11     Uniform Points Contribution                                                       34
    3.12     403(b) Matching Contribution                                                      34
</Table>


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<Table>
<S>          <C>                                                                              <C>
                                            ARTICLE IV
                                      EMPLOYEE CONTRIBUTIONS

    4.1      Voluntary After-tax Contributions                                                 35
    4.2      Required After-tax Contributions                                                  35
    4.3      Qualified Voluntary Contributions                                                 35
    4.4      Rollover Contributions                                                            35
    4.5      Plan To Plan Transfer Contributions                                               36
    4.6      Voluntary Direct Transfers Between Plans                                          36
    4.7      Elective Deferrals In A 401(k) Plan                                               37
    4.8      Elective Deferrals In A SIMPLE 401(k) Plan                                        38
    4.9      Automatic Enrollment                                                              39
    4.10     Make-Up Contributions Under USERRA                                                40

                                             ARTICLE V
                                       PARTICIPANT ACCOUNTS

    5.1      Separate Accounts                                                                 41
    5.2      Valuation Date                                                                    41
    5.3      Allocations To Participant Accounts                                               42
    5.4      Allocating Employer Contributions                                                 42
    5.5      Allocating Investment Earnings And Losses                                         43
    5.6      Allocation Adjustments                                                            43
    5.7      Participant Statements                                                            44
    5.8      Changes In Method And Timing Of Valuing Participants' Accounts                    44

                                            ARTICLE VI
                               RETIREMENT BENEFITS AND DISTRIBUTIONS

    6.1      Normal Retirement Benefits                                                        45
    6.2      Early Retirement Benefits                                                         45
    6.3      Benefits On Termination Of Employment                                             45
    6.4      Restrictions On Immediate Distributions                                           46
    6.5      Normal And Optional Forms Of Payment                                              47
    6.6      Commencement Of Benefits                                                          48
    6.7      Transitional Rules For Cash-Out Limits                                            49
    6.8      In-Service Withdrawals                                                            50
    6.9      Hardship Withdrawals                                                              52
    6.10     Direct Rollover Of Benefits                                                       53
    6.11     Participant's Notice                                                              53
    6.12     Assets Transferred From Money Purchase Pension Plans                              54
    6.13     Assets Transferred From A Code Section 401(k) Plan                                54
</Table>


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<Table>
<S>          <C>                                                                                 <C>
                                            ARTICLE VII
                                     DISTRIBUTION REQUIREMENTS

    7.1      Joint And Survivor Annuity Requirements                                              55
    7.2      Minimum Distribution Requirements                                                    55
    7.3      Limits On Distribution Periods                                                       55
    7.4      Required Distributions On Or After The Required Beginning Date                       55
    7.5      Required Beginning Date                                                              56
    7.6      Transitional Rules                                                                   58
    7.7      Designation Of Beneficiary                                                           58
    7.8      Beneficiary                                                                          59
    7.9      Distribution Beginning Before Death                                                  59
    7.10     Distribution Beginning After Death                                                   59
    7.11     Distribution Of Excess Elective Deferrals                                            60
    7.12     Distribution Of Excess Contributions                                                 61
    7.13     Distribution Of Excess Aggregate Contributions                                       61
    7.14     Distributions To Minors And Individuals Who Are Legally Incompetent                  62
    7.15     Unclaimed Benefits                                                                   62

                                           ARTICLE VIII
                              JOINT AND SURVIVOR ANNUITY REQUIREMENTS

    8.1      Applicability Of Provisions                                                          64
    8.2      Payment Of Qualified Joint And Survivor Annuity                                      64
    8.3      Payment Of Qualified Pre-Retirement Survivor Annuity                                 64
    8.4      Qualified Election                                                                   64
    8.5      Notice Requirements For Qualified Joint And Survivor Annuity                         65
    8.6      Notice Requirements For Qualified Pre-Retirement Survivor Annuity                    65
    8.7      Special Safe Harbor Exception For Certain Profit-Sharing Or 401(k) Plans             66
    8.8      Transitional Joint And Survivor Annuity Rules                                        67
    8.9      Automatic Joint And Survivor Annuity And Early Survivor Annuity                      67
    8.10     Annuity Contracts                                                                    68

                                            ARTICLE IX
                                              VESTING

    9.1      Employee Contributions                                                               69
    9.2      Employer Contributions                                                               69
    9.3      Vesting Of Employer Contributions In A SIMPLE 401(k) Plan                            69
    9.4      Computation Period                                                                   69
    9.5      Requalification Prior To Five Consecutive One-Year Breaks In Service                 69
    9.6      Requalification After Five Consecutive One-Year Breaks In Service                    69
    9.7      Calculating Vested Interest                                                          69
    9.8      Forfeitures                                                                          70
    9.9      Amendment Of Vesting Schedule                                                        70
    9.10     Service With Controlled Groups                                                       71
    9.11     Compliance With Uniformed Services Employment And Reemployment Rights Act Of 1994    71
</Table>


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<Table>
<S>          <C>                                                                                 <C>
                                             ARTICLE X
                                    LIMITATIONS ON ALLOCATIONS

    10.1     Participation In This Plan Only                                                      72
    10.2     Disposition Of Excess Annual Additions                                               72
    10.3     Participation In Multiple Defined Contribution Plans                                 73
    10.4     Disposition Of Excess Annual Additions Under Two Plans                               73
    10.5     Participation In This Plan And A Defined Benefit Plan                                73

                                            ARTICLE XI
                                    ANTIDISCRIMINATION TESTING

    11.1     General Testing Requirements                                                         74
    11.2     ADP Testing Limitations                                                              74
    11.3     Special Rules Relating To The Application Of The ADP Test                            75
    11.4     Calculation And Distribution Of Excess Contributions And Excess Aggregate
               Contributions                                                                      75
    11.5     Qualified Non-Elective And/Or Matching Contributions                                 76
    11.6     ACP Testing Limitations                                                              76
    11.7     Special Rules Relating To The Application Of The ACP Test                            77
    11.8     Recharacterization                                                                   78
    11.9     Nondiscrimination Tests In A SIMPLE 401(k) Plan                                      78
    11.10    Safe Harbor Rules Of Application                                                     78
    11.11    Safe Harbor Definitions                                                              80
    11.12    Required Restrictions On Safe Harbor Contributions                                   80
    11.13    ADP Test Safe Harbor                                                                 81
    11.14    ACP Test Safe Harbor                                                                 81
    11.15    Safe Harbor Status                                                                   81
    11.16    Safe Harbor Notice Requirement                                                       82
    11.17    Satisfying Safe Harbor Contribution Requirements Under Another Defined
               Contribution Plan                                                                  83

                                            ARTICLE XII
                                          ADMINISTRATION

    12.1     Plan Administrator                                                                   85
    12.2     Persons Serving As Plan Administrator                                                86
    12.3     Action By Employer                                                                   86
    12.4     Responsibilities Of The Parties                                                      86
    12.5     Allocation Of Investment Responsibility                                              86
    12.6     Appointment Of Investment Manager                                                    86
    12.7     Participant Investment Direction                                                     87
    12.8     Application Of ERISA Section 404 (c)                                                 88
    12.9     Participant Loans                                                                    88
    12.10    Insurance Policies                                                                   90
    12.11    Determination Of Qualified Domestic Relations Order (QDRO Or Order)                  92
    12.12    Receipt And Release For Payments                                                     93
    12.13    Resignation And Removal                                                              93
    12.14    Claims and Claims Review Procedure                                                   93
    12.15    Bonding                                                                              94
</Table>


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<Table>
<S>          <C>                                                                              <C>
                                           ARTICLE XIII
                                         TRUST PROVISIONS

    13.1     Establishment Of The Trust                                                        95
    13.2     Control Of Plan Assets                                                            95
    13.3     Discretionary Trustee                                                             95
    13.4     Nondiscretionary Trustee                                                          96
    13.5     Provisions Relating To Individual Trustees                                        96
    13.6     Investment Instructions                                                           96
    13.7     Fiduciary Standards                                                               97
    13.8     Powers Of The Trustee                                                             97
    13.9     Appointment Of Additional Trustee And Allocation Of Responsibilities              99
    13.10    Compensation, Administrative Fees And Expenses                                   100
    13.11    Records                                                                          100
    13.12    Limitation On Liability And Indemnification                                      101
    13.13    Custodian                                                                        103
    13.14    Investment Alternatives Of The Custodian                                         103
    13.15    Prohibited Transactions                                                          104
    13.16    Exclusive Benefit Rules                                                          104
    13.17    Assignment And Alienation Of Benefits                                            104
    13.18    Liquidation Of Assets                                                            104
    13.19    Resignation and Removal                                                          105

                                            ARTICLE XIV
                                       TOP-HEAVY PROVISIONS

    14.1     Applicability Of Rules                                                           106
    14.2     Minimum Contribution                                                             106
    14.3     Minimum Vesting                                                                  106
    14.4     Limitations On Allocations                                                       107
    14.5     Use Of Safe Harbor Contributions To Satisfy Top-Heavy Contribution Rules         107
    14.6     Top-Heavy Rules For SIMPLE 401(k) Plans                                          107

                                            ARTICLE XV
                                     AMENDMENT AND TERMINATION

    15.1     Amendment By Sponsor                                                             108
    15.2     Amendment By Employer                                                            108
    15.3     Protected Benefits                                                               108
    15.4     Plan Termination                                                                 108
    15.5     Distribution Restrictions Under A Code Section 401(k) Plan                       109
    15.6     Qualification Of Employer's Plan                                                 109
    15.7     Mergers And Consolidations                                                       109
    15.8     Qualification Of Prototype                                                       109
</Table>


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<Table>
<S>          <C>                                                                              <C>
                                            ARTICLE XVI
                                           GOVERNING LAW

    16.1     Governing Law                                                                    110
    16.2     State Community Property Laws                                                    110

                                        IRS MODEL AMENDMENT                                   111

                                      EGTRRA MODEL AMENDMENT

                               MINIMUM DISTRIBUTION MODEL AMENDMENT

                                 CODE SECTION 125 MODEL AMENDMENT
</Table>


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                       PROTOTYPE DEFINED CONTRIBUTION PLAN

                                  SPONSORED BY

                        LBMC RETIREMENT PLAN COMPANY, LLC

The Sponsor hereby establishes this Plan for use by its clients who wish to
adopt a qualified retirement plan. This Plan shall be interpreted in a manner
consistent with the intention of the adopting Employer that this Plan satisfy
Internal Revenue Code Sections 401 and 501. Any Plan and Trust established
hereunder shall be so established for the exclusive benefit of Plan Participants
and their Beneficiaries and shall be administered under the following terms and
conditions:

                                    ARTICLE I

                                   DEFINITIONS

1.1 ACTUAL CONTRIBUTION PERCENTAGE (ACP) The ratio (expressed as a percentage
and calculated separately for each Participant) of:

         (a)      the Participant's Contribution Percentage Amounts [as defined
                  at (c)-(f)] for a Plan Year, to

         (b)      the Participant's Compensation for such Plan Year. [Unless
                  otherwise specified in the Adoption Agreement, Compensation
                  will only include amounts for the period during which the
                  Employee was eligible to participate.]

Contribution Percentage Amounts on behalf of any Participant shall include:

         (c)      the amount of Voluntary After-tax Contributions, Required
                  After-tax Contributions, Matching Contributions (except to the
                  extent such Matching Contributions may be disregarded in
                  accordance with IRS Notice 98-1), and Qualified Matching
                  Contributions (to the extent not taken into account for
                  purposes of the ADP test) made under the Plan on behalf of the
                  Participant,

         (d)      forfeitures of Excess Aggregate Contributions or Matching
                  Contributions allocated to the Participant's account which
                  shall be taken into account in the year in which such
                  forfeiture is allocated,

         (e)      at the election of the Employer, Qualified Non-Elective
                  Contributions, and

         (f)      the Employer may elect to use Elective Deferrals in the
                  Contribution Percentage Amounts as long as the ADP test is met
                  before the Elective Deferrals are used in the ACP test and
                  continues to be met following the exclusion of those Elective
                  Deferrals that are used to meet the ACP test.

Contribution amounts shall not include Matching Contributions, whether or not
Qualified, that are forfeited either to correct Excess Aggregate Contributions,
or because the contributions to which they relate are Excess Deferrals, Excess
Contributions, or Excess Aggregate Contributions.

1.2 ACTUAL DEFERRAL PERCENTAGE (ADP) The ratio (expressed as a percentage and
calculated separately for each Participant) of:

         (a)      the amount of Employer contributions [as defined at (c) --
                  (d)] actually contributed to the Trust on behalf of such
                  Participant for a Plan Year, to

         (b)      the Participant's Compensation for such Plan Year. [Unless
                  otherwise specified in the Adoption Agreement, Compensation
                  will only include amounts received for the period during which
                  the Employee was eligible to participate.]


                                       2
<PAGE>


Employer contributions on behalf of any Participant shall include:

         (c)      any Elective Deferrals made pursuant to the Participant's
                  Salary Deferral Agreement, including Excess Elective Deferrals
                  of Highly Compensated Employees, but excluding Excess Elective
                  Deferrals distributed to Non-Highly Compensated Employees and
                  Elective Deferrals that are either taken into account in the
                  Contribution Percentage test (provided the ADP test is
                  satisfied both with and without exclusion of these Elective
                  Deferrals) or are returned as excess Annual Additions,

         (d)      at the election of the Employer, Qualified Non-Elective
                  Contributions and Qualified Matching Contributions.

For purposes of computing Actual Deferral Percentages, an eligible Employee who
fails to make Elective Deferrals shall be treated as a Participant on whose
behalf no Elective Deferrals are made.

1.3 ADOPTION AGREEMENT The document attached to this Plan by which an Employer
who adopts a Plan elects the terms and conditions of a Qualified Plan
established under this Basic Plan Document #01.

1.4 AGGREGATE LIMIT The sum of:

         (a)      125% of the greater of the Average Deferral Percentage of the
                  Non-Highly Compensated Employees for the Prior Plan Year or
                  the Average Contribution Percentage of Non-Highly Compensated
                  Employees under the 401(k) Plan subject to Code Section 401(m)
                  for the Plan Year beginning with or within the Prior Plan
                  Year, and

         (b)      the lesser of 200% or two percent plus the lesser of such ADP
                  or ACP.

Alternatively, the Aggregate Limit can be determined by substituting "the lesser
of 200% or two percent plus" for "125% of" in (a) above, and substituting "125%
of" for "the lesser of 200% or two percent plus" in (b) above if it would result
in a larger Aggregate Limit.

If the Employer has elected in the Adoption Agreement to use the Current Year
Testing Method, then, in calculating the Aggregate Limit for a particular Plan
Year, the Non-Highly Compensated Employees' ADP and ACP for that Plan Year,
instead of the prior Plan Year, is used.

1.5 ALLOCATION DATE(s) The date or dates on which Participant recordkeeping
accounts are adjusted to reflect account activity including but not limited to
contributions, loans distributions, Hardship withdrawals, as well as earnings
activity including but not limited to income, capital gains or market
fluctuations in accordance with Article V hereof. Unless the Plan Administrator
in a uniform and nondiscriminatory manner designates otherwise, all allocations
for a particular Plan Year will be made as of the Valuation Date of that Plan
Year.

1.6 ANNUAL ADDITIONS The sum of the following amounts credited to a
Participant's account for the Limitation Year:

         (a)      Employer contributions (under Article III),

         (b)      Employee contributions (under Article IV),

         (c)      forfeitures,

         (d)      Employer allocations under a Simplified Employee Pension Plan,


                                       3
<PAGE>


         (e)      amounts allocated after March 31, 1984, to an individual
                  medical account as defined in Code Section 415(l)(2), which is
                  part of a pension or annuity plan maintained by the Employer
                  (these amounts are treated as Annual Additions to a Defined
                  Contribution Plan though they arise under a Defined Benefit
                  Plan), and

         (f)      amounts derived from contributions paid or accrued after 1985,
                  in taxable years ending after 1985, which are either
                  attributable to post-retirement medical benefits allocated to
                  the account of a Key Employee or to a Welfare Benefit Fund
                  maintained by the Employer. For purposes of this paragraph, an
                  Employee is a Key Employee if he or she meets the requirements
                  of paragraph 1.55 at any time during the Plan Year or any
                  preceding Plan Year.

For purposes of applying the limitations of Code Section 415, the transfer of
funds from one Qualified Plan to another is not considered an Annual Addition.
The following are not Employee contributions for the purposes of Annual
Additions:

         (g)      Rollover Contributions [as defined in Code Sections 402(e)(6),
                  403(a)(4), 403(b)(8) and 408(d)(3)];

         (h)      repayments of loans made to a Participant from the Plan;

         (i)      repayments of distributions received by an Employee pursuant
                  to Code Section 411(a)(7)(B) (cash-outs);

         (j)      repayments of distributions received by an Employee pursuant
                  to Code Section 411(a)(3)(D) (mandatory contributions); and

         (k)      Employee contributions to a Simplified Employee Pension Plan
                  excludible from gross income under Code Section 408(k)(6).

Employee and Employer make-up contributions under USERRA received during the
current Limitation Year shall be treated as Annual Additions with respect to the
Limitation Year to which the make-up contributions are attributable. Excess
Amounts applied in a Limitation Year to reduce Employer contributions will be
considered Annual Additions for such Limitation Year, pursuant to the provisions
of Article X.

1.7 ANNUITY STARTING DATE The first day of the first period for which an amount
is paid as an annuity or in any other form.

1.8 APPLICABLE CALENDAR YEAR The First Distribution Calendar Year, and in the
event of the recalculation of life expectancy, such succeeding calendar year. If
payments commence in accordance with paragraph 7.4(d) before the Required
Beginning Date, the Applicable Calendar Year is the year such payments commence.
If distribution is in the form of an immediate annuity purchased after the
Participant's death with the Participant's remaining interest, the Applicable
Calendar Year is the year of purchase.

1.9 APPLICABLE LIFE EXPECTANCY The life expectancy or joint and last survivor
expectancy calculated using the attained age of the Participant or Beneficiary
as of the Participant's or 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 as so recalculated.
The life expectancy of a non-Spouse Beneficiary may not be recalculated.

1.10 AVERAGE ANNUAL COMPENSATION The average of a Participant's annual
Compensation as defined in paragraph 1.16 of this Basic Plan Document #01, over
the three (3) consecutive Plan Year period ending in either the current year or
any prior year that produces the highest average. If the Participant has fewer
than three (3) years of participation in this Plan, Compensation is averaged
over the Participant's total period of participation.

1.11 AVERAGE CONTRIBUTION PERCENTAGE (ACP) The average of the Actual
Contribution Percentages for the eligible Participants in a specified group of
Participants for a Plan Year.


                                       4
<PAGE>


1.12 AVERAGE DEFERRAL PERCENTAGE (ADP) The average of the Actual Deferral
Percentages for Participants in a specified group of Participants for a Plan
Year.

1.13 BENEFICIARY A "Beneficiary" is any person other than the Participant and an
estate or trust who by operation of law, or under the terms of the Plan is
entitled to receive any Vested Account Balance of a Participant under the Plan.
A "Designated Beneficiary" is any individual designated or determined in
accordance with Code Section 401(a)(9) and the Regulations issued thereunder,
except that it shall not include any person who becomes a beneficiary by virtue
of the laws of inheritance or intestate succession.

1.14 BREAK IN SERVICE

         (a)      If the Hours of Service method is used in determining either
                  an Employee's initial or continuing eligibility to participate
                  in the Plan, or the nonforfeitable interest in the Employee's
                  account balance derived from Employer contributions, a Break
                  in Service is a twelve (12) consecutive month period during
                  which the Employee has not completed more than five hundred
                  (500) Hours of Service.

         (b)      For purposes of determining whether a Break in Service has
                  occurred in a particular computation period, an Employee who
                  is absent from work for maternity or paternity reasons shall
                  receive credit for Hours of Service which would otherwise have
                  been credited to such Employee but for such absence, or in any
                  case in which such hours cannot be determined, with eight (8)
                  Hours of Service per day of such absence. The Hours of Service
                  to be so credited 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 periods.

         (c)      With respect to determinations based on the Elapsed Time
                  method, a severance period of not less than twelve (12)
                  consecutive months. In the case of an Employee who is absent
                  from work for maternity or paternity reasons, the twelve (12)
                  consecutive month period beginning on the first anniversary of
                  the first day of such absence shall not constitute a Break in
                  Service.

         (d)      Notwithstanding the foregoing, in the case of an Employee who
                  is absent from work beyond the first anniversary of the first
                  day of absence from work for maternity or paternity reasons,
                  such period begins on the second anniversary of the first day
                  of such absence. The period between the first and second
                  anniversaries of said first day of absence from work is
                  neither a Period of Service for which the Employee will
                  receive credit nor is such period a Break in Service. For
                  purposes of this paragraph, an absence from work for maternity
                  or paternity reasons means an absence (1) by reason of the
                  pregnancy of the Employee, (2) by reason of the birth of a
                  child of the Employee, (3) by reason of the placement of a
                  child with the Employee in connection with the adoption of
                  such child by such Employee, or (4) for purposes of caring for
                  such child for a period beginning immediately following such
                  birth or placement.

         (e)      An Employer adopting the Elapsed Time method is required to
                  credit periods of Service and, under the Service spanning
                  rules, certain periods of severance of twelve (12) months or
                  less. Under the first Service spanning rule, if an Employee
                  severs from Service as a result of resignation, discharge or
                  retirement and then returns to Service within twelve (12)
                  months, the Period of Severance is required to be taken into
                  account. A situation may arise in which an Employee is absent
                  from Service for any reason other than resignation, discharge,
                  retirement and during the absence a resignation, discharge or
                  retirement occurs. The second Service spanning rule provides
                  that, under such circumstances, the Plan is required to take
                  into account the period of time between the severance from
                  Service date (i.e., the date of resignation, discharge or
                  retirement) and the first anniversary of the date on which the
                  Employee was first absent, if the Employee returns to Service
                  on or before such first anniversary date.

1.15 CODE The Internal Revenue Code of 1986, including any amendments thereto.
Reference to any section or subsection of the Code, includes reference to any
comparable or succeeding provisions of any legislation which


                                       5
<PAGE>


amends, supplements or replaces such section or subsection, and also includes
reference to any Regulation issued pursuant to or with respect to such section
or subsection.

1.16 COMPENSATION The Employer may select one of the following three safe harbor
definitions of Compensation in the Adoption Agreement. The definition of
Compensation (for Employers who adopt) under standardized plans, plans that
provide permitted disparity (other than the CODA portion of these plans), Target
Benefit Plans and for Employers determining top-heavy minimum contributions must
be one of the three safe harbor definitions of Compensation. In a
Nonstandardized Adoption Agreement, the Employer may modify the definition of
Compensation provided that such definition, as modified, satisfies the
provisions of Code Sections 414(s) and 401(a)(4). Compensation will also include
Compensation by the Employer through another employer or entity under the
provisions of Code Sections 3121 and 3306.

         (a)      CODE SECTION 3401(a) WAGES -- All remuneration received by an
                  Employee for services performed for the Employer which are
                  subject to Federal income tax withholding at the source.
                  Unless elected otherwise in the Adoption Agreement,
                  Compensation shall include any amount deferred under a Salary
                  Deferral Agreement which is not includible in the gross income
                  of a Participant under Code Section 125 in connection with a
                  cafeteria plan, Code Section 402(e)(3) in connection with a
                  cash or deferred plan, Code Section 402(h)(1)(B) in connection
                  with a Simplified Employee Pension Plan, Code Section 401(k)
                  in connection with a SIMPLE Retirement Account, Code Section
                  457 in connection with a Plan maintained under said Section,
                  and Code Section 403(b) in connection with a tax-sheltered
                  annuity plan. Wages are determined without regard to any rules
                  that limit the remuneration included in wages based on the
                  nature or location of the employment or the services performed
                  [such as the exception for agricultural labor in Code Section
                  3401(a)(2)]. For Limitation Years beginning after December 31,
                  1997, for purposes of applying the limitations of this
                  paragraph, Compensation paid or made available during such
                  Limitation Year shall include any Elective Deferral [as
                  defined in Code Section 402(g)(3)], and any amount which is
                  contributed or deferred by the Employer at the election of the
                  Employee and which is not includible in the gross income of
                  the Employee by reason of Code Sections 125, 132(f)(4),
                  402(e)(3), 402(h)(1), or 403(b).

         (b)      CODE SECTIONS 6041, 6051 AND 6052 REPORTABLE WAGES -- All
                  remuneration received by an Employee for services performed
                  for the Employer which are required to be reported on Form
                  W-2. Unless otherwise elected in the Adoption Agreement,
                  Compensation shall include any amount deferred under a Salary
                  Deferral Agreement which is not includible in the gross income
                  of a Participant under Code Section 125 in connection with a
                  cafeteria plan, Code Section 402(e)(3) in connection with a
                  cash or deferred plan, Code Section 402(h)(1)(B) in connection
                  with a Simplified Employee Pension Plan, and Code Section
                  403(b) in connection with a tax-sheltered annuity plan. A
                  Participant's wages includes remuneration defined at
                  subparagraph (a) above and all other remuneration paid to an
                  Employee by the Employer (in the course of the Employer's
                  trade or business) for which the Employer is required to
                  furnish the Employee a written statement under Code Sections
                  6041(d), 6051(a)(3) and 6052. Such amount must be determined
                  without regard to any rules that limit the remuneration
                  included in wages based on the nature or location of the
                  employment or the services performed [such as the exception
                  for agricultural labor in Code Section 3401(a)(2)]. For
                  Limitation Years beginning after December 31, 1997, for
                  purposes of applying the limitations of this paragraph,
                  Compensation paid or made available during such Limitation
                  Year shall include any Elective Deferral [as defined in Code
                  Section 402(g)(3)], and any amount which is contributed or
                  deferred by the Employer at the election of the Employee and
                  which is not includible in the gross income of the Employee by
                  reason of Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)
                  or 403(b).

         (c)      CODE SECTION 415 COMPENSATION -- A Participant's Earned
                  Income, wages, salaries, and fees for professional services
                  and other amounts received, without regard to whether or not
                  an amount is paid in cash, for personal services actually
                  rendered in the course of employment with the Employer
                  maintaining the Plan. Compensation includes, but is not
                  limited to, commissions paid salesmen, Compensation for
                  services on the basis of a percentage of profits, commissions
                  on insurance premiums, tips, bonuses, fringe benefits and
                  reimbursements or other expense


                                       6
<PAGE>


                  allowances under a nonaccountable plan [as described in
                  Regulation Section 1.62-2(c)]. For Limitation Years beginning
                  after December 31, 1997, for purposes of applying the
                  limitations of this paragraph, Compensation paid or made
                  available during such Limitation Year shall include any
                  Elective Deferral [as defined in Code Section 402(g)(3)], and
                  any amount which is contributed or deferred by the Employer at
                  the election of the Employee and which is not includible in
                  the gross income of the Employee by reason of Code Sections
                  125, 132(f)(4), 402(e)(3), 402(h)(1) or 403(b). Compensation
                  excludes the following:

                  (1)      for Plan Years beginning before January 1, 1998,
                           Employer contributions made under the terms of a
                           Salary Deferral Agreement between an Employee and the
                           Employer to a plan of deferred compensation which are
                           not includible in the Employee's gross income for the
                           taxable year in which contributed. Such contributions
                           shall include any amount deferred under Code Section
                           125 in connection with a cafeteria plan, Code Section
                           402(e)(3) in connection with a cash or deferred plan,
                           Code Section 402(h)(1)(B) in connection with a
                           Simplified Employee Pension Plan, Code Section 402(k)
                           in connection with a SIMPLE Retirement Account, Code
                           Section 457 in connection with a Plan maintained
                           under said Section, and Code Section 403(b) in
                           connection with a tax-sheltered annuity plan,

                  (2)      distributions received from a plan of deferred
                           compensation,

                  (3)      amounts realized from the exercise of a non-qualified
                           stock option, or when restricted stock (or property)
                           held by the Employee either becomes freely
                           transferable or is no longer subject to a substantial
                           risk of forfeiture,

                  (4)      amounts realized from the sale, exchange or other
                           disposition of stock acquired under a qualified stock
                           option, and

                  (5)      amounts deferred by an Employee under the terms of a
                           non-qualified deferred compensation plan.

Unless otherwise specified by the Employer in the Adoption Agreement,
Compensation shall be determined as provided in Code Section 3401(a) [paragraph
(a) above]. Notwithstanding the foregoing, the Compensation of a Participant who
is a sole proprietor, partner or a member of a limited liability corporation
(LLC) shall be determined under Code Section 415. Unless indicated otherwise in
the Adoption Agreement, the definition of Compensation used in nondiscrimination
testing (ADP/ACP Testing) will be determined by the Employer. Notwithstanding
any other provision to the contrary, if the Plan is an amendment and restatement
of a Qualified Plan, for Plan Years ending prior to the Plan Year in which the
amendment or restatement is adopted, Compensation shall have the meaning set
forth in the Qualified Plan prior to its amendment.

EXCLUSIONS FROM COMPENSATION A Participant's Compensation shall be determined in
accordance with paragraph (a), (b) or (c) above and shall not exclude any item
of income unless provided in the basic definition or elected by the Employer in
the Adoption Agreement.

ANNUAL ADDITIONS AND TOP-HEAVY RULES Except as elected on the Adoption
Agreement, for purposes of Article X and XIV, Compensation shall be Code Section
415 Compensation as described in paragraph 1.16(c). For Plan Years beginning
before January 1, 1998, Compensation excludes amounts deferred under a plan of
deferred Compensation as described at paragraph 1.16(c)(1). For Plan Years
beginning after December 31, 1997, Compensation includes amounts deferred under
a plan of deferred compensation as described at paragraph 1.16(c)(1). For
purposes of applying the limitations of Article X, Compensation for a Limitation
Year is the Compensation actually paid or made available during such Limitation
Year. For Limitation Years beginning after December 31, 1997, for purposes of
applying the limitations of this paragraph, Compensation paid or made available
during such Limitation Year shall include any Elective Deferral [as defined in
Code Section 402(g)(3)], and any amount which is contributed or deferred by the
Employer at the election of the Employee and which is not includible in the
gross income of the Employee by reason of Code Sections 125, 132(f)(4),
402(e)(3), 402(h)(1)(B) or 403(b).


                                       7
<PAGE>


If the Plan is or becomes Top-Heavy in any Plan Year beginning after December
31, 1983, the provisions of Article XIV will supersede any conflicting
provisions in the Basic Plan Document #01 or Adoption Agreement.

CONTRIBUTIONS MADE ON BEHALF OF DISABLED PARTICIPANTS Compensation with respect
to a Participant in a Defined Contribution Plan who is permanently and totally
disabled [as defined in Code Section 22(e)(3)] is the Compensation such
Participant would have received for the Limitation Year if the Participant had
been paid at the rate of Compensation paid immediately before becoming
permanently and totally disabled; for Limitation Years beginning before January
1, 1997, but not for Limitation Years beginning after December 31, 1996, such
imputed Compensation for the disabled Participant may be taken into account only
if the Participant is not a Highly Compensated Employee (defined at paragraph
1.52) and contributions made on behalf of such Participant are nonforfeitable
when made. Compensation will mean Compensation as that term is defined in this
paragraph.

HIGHLY COMPENSATED AND KEY EMPLOYEES For purposes of paragraphs 1.52 and 1.55,
Compensation shall be Code Section 415 Compensation as described in paragraph
1.16(c). Such definition shall include any amount deferred under Code Section
125 in connection with a cafeteria plan, Code Section 402(e)(3) in connection
with a cash or deferred plan, Code Section 402(h)(1)(B) in connection with a
Simplified Employee Pension Plan, Code Section 402(k) in connection with a
SIMPLE Retirement Account (SIMPLE), Code Section 457 in connection with a Plan
maintained under said Section, and Code Section 403(b) in connection with a
tax-sheltered annuity plan. The Employer, if elected in the Adoption Agreement,
may limit Compensation considered for purposes of the Plan for these
Participants.

COMPUTATION PERIOD The Plan Year, while eligible to participate, shall be the
computation period for purposes of determining a Participant's Compensation,
unless the Employer selects a different computation period in the Adoption
Agreement.

LIMITATION ON COMPENSATION The annual Compensation of each Participant which may
be taken into account for determining all benefits provided under the Plan for
any year, shall not exceed the limitation as imposed by Code Section 401(a)(17),
as adjusted under Code Section 401(a)(17)(B). If a Plan has a Plan Year that
contains fewer than twelve (12) calendar months, the annual Compensation limit
for that period is an amount equal to the limitation as imposed by Code Section
401(a)(17) as adjusted for the calendar year in which the Compensation period
begins, multiplied by a fraction, the numerator of which is the number of full
months in the short Plan Year and the denominator of which is twelve (12).

USERRA For purposes of Employee and Employer make-up contributions, Compensation
during the period of military service shall be deemed to be the Compensation the
Employee would have received during such period if the Employee were not in
qualified military service, based on the rate of pay the Employee would have
received from the Employer but for the absence due to military leave. If the
Compensation the Employee would have received during the leave is not reasonably
certain, Compensation will be equal to the Employee's average Compensation from
the Employer during the twelve (12) month period immediately preceding the
military leave or, if shorter, the Employee's actual period of employment with
the Employer.

DEFINITION OF COMPENSATION FOR PURPOSES OF SAFE HARBOR CODA PROVISIONS
Compensation for the purposes of a Safe Harbor CODA is defined in this paragraph
1.16 of this Basic Plan Document #01. No dollar limit other than the limit
imposed by Code Section 401(a)(17) applies to the Compensation of a Non-Highly
Compensated Employee. For purposes of determining the Compensation subject to a
Participant's salary deferral election, the Employer may use an alternative
definition to the one described above provided such alternative definition is a
reasonable definition within the meaning of Section 1.414(s)-1(d)(2) of the
Regulations and permits each Participant to contribute sufficient Elective
Deferrals to receive the maximum amount of Matching Contributions (determined
using the definition of Compensation described above) available to the
Participant under the Plan.


                                       8
<PAGE>


DEFINITION OF COMPENSATION FOR PURPOSES OF 401(k) SIMPLE PROVISIONS For purposes
of paragraphs 1.36 and 3.2, of this Basic Plan Document #01, Compensation is the
sum of the wages, tips and other compensation from the Employer subject to
Federal income tax withholding [as described in Code Section 6051(a)(3)] and the
Employee's salary reduction contributions made under Code Section 125 in
connection with a cafeteria plan, Code Section 402(e)(3) in connection with a
cash or deferred plan, Code Section 402(h)(1)(B) in connection with a Simplified
Employee Pension Plan, Code Section 402(k) in connection with a SIMPLE
Retirement Account, Code Section 457 in connection with a plan maintained under
said Section and Code Section 403(b) in connection with a tax-sheltered annuity
plan, required to be reported by the Employer on Form W-2 [as described in Code
Section 6051(a)(8)]. For self-employed individuals, Compensation means net
earnings from self-employment determined under Code Section 1402(a) prior to
subtracting any contributions made to this Plan on behalf of any Employee. The
provisions of the Plan implementing the limit on Compensation under Code Section
401(a)(17) apply to the Compensation under paragraph 4.8 of Article IV.

1.17 COVERED COMPENSATION A Participant's Covered Compensation for a Plan Year
is the average (without indexing) of the Taxable Wage Bases in effect for each
calendar year in the thirty-five (35) year period ending with the calendar year
in which the Participant attains (or will attain) social security retirement
age. In determining a Participant's Covered Compensation for a Plan Year, the
Taxable Wage Base in effect for the current Plan Year and any subsequent Plan
Year will be assumed to be the same as the taxable wage base in effect as of the
beginning of the Plan Year for which the determination is being made. Covered
Compensation will be determined for the year designated by the Employer in
Section III(C) of the Target Benefit Plan Adoption Agreement.

A Participant's Covered Compensation for a Plan Year before the end of the
thirty-five (35) year period ending with the last day of the calendar year in
which the Participant attains social security retirement age is the Taxable Wage
Base in effect as of the beginning of the Plan Year. A Participant's Covered
Compensation for a Plan Year after such thirty-five (35) year period is the
Participant's Covered Compensation for the Plan Year during which the
thirty-five (35) year period ends.

1.18 CUSTODIAN The institution or institutions (who may be the Sponsor or an
affiliate) and any successors or assigns thereto, appointed by the Employer to
hold the assets of the Trust as provided at paragraph 13.2 herein.

1.19 DAVIS-BACON ACT 40 U.S.C. Section 276a et seq. as may be amended from time
to time.

1.20 DEFINED BENEFIT PLAN A plan under which a Participant's benefit is
determined by a formula contained in the plan and no Employee accounts are
maintained for Participants.

1.21 DEFINED BENEFIT (PLAN) FRACTION For Limitation Years beginning before
January 1, 2000, a fraction, the numerator of which is the sum of the
Participant's Projected Annual Benefits under all the Defined Benefit Plans
(whether or not terminated) maintained by the Employer, and the denominator of
which is the lesser of 125% of the dollar limitation determined for the
Limitation Year under Code Sections 415(b) and (d) or 140% of the Highest
Average Compensation, including any adjustments under Code Section 415(b).

TRANSITIONAL RULE If an Employee was a Participant as of the first day of the
first Limitation Year beginning after 1986, in one or more Defined Benefit Plans
maintained by the Employer which were in existence on May 6, 1986, the
denominator of this fraction will not be less than 125% 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 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 1987.

1.22 DEFINED CONTRIBUTION DOLLAR LIMITATION Thirty thousand dollars ($30,000) as
adjusted by the Secretary of the Treasury for increases in the cost-of-living.
This limitation shall be adjusted by the Secretary at the same time and in the
same manner as under Code Section 415(d). Such increases will be in multiples of
five thousand dollars ($5,000).


                                       9
<PAGE>


1.23 DEFINED CONTRIBUTION PLAN A plan under which Employee accounts are
maintained for each Participant to which all contributions, forfeitures,
investment income and gains or losses, and expenses are credited or deducted. A
Participant's benefit under such plan is based solely on the fair market value
of his or her account balance.

1.24 DEFINED CONTRIBUTION (PLAN) FRACTION For Limitation Years beginning before
January 1, 2000, a fraction, the numerator of which is the sum of the Annual
Additions to the Participant's account under all the Defined Contribution Plans
(whether or not terminated) maintained by the Employer for the current and all
prior Limitation Years (including the Annual Additions attributable to the
Participant's nondeductible Employee contributions to all Defined Benefit Plans,
whether or not terminated, maintained by the Employer, and the Annual Additions
attributable to all Welfare Benefit Funds as defined in paragraph 1.116,
individual medical accounts as defined in Code Section 415(l)(2) and Simplified
Employee Pension Plans as defined in paragraph 1.99, maintained by the
Employer), and the denominator of which is the sum of the maximum aggregate
amounts for the current and all prior Limitation Years of Service with the
Employer (regardless of whether a Defined Contribution Plan was maintained by
the Employer). The maximum aggregate amount in the Limitation Year is the lesser
of 125% of the dollar limitation determined under Code Sections 415(b) and (d)
in effect under Code Section 415(c)(1)(A) or 35% of the Participant's
Compensation for such year.

TRANSITIONAL RULE If an Employee was a Participant as of the end of the first
day of the first Limitation Year beginning after 1986, in one or more Defined
Contribution Plans maintained by the Employer which were in existence on May 6,
1986, the numerator of this fraction will be adjusted if the sum of this
fraction and the Defined Benefit Fraction would otherwise exceed 1.0 under the
terms of this Plan. Under the adjustment, an amount equal to the product of the
excess of the sum of the fractions over 1.0 multiplied by the denominator of
this fraction, will be permanently subtracted from the numerator of this
fraction. The adjustment is calculated using the fractions as they would be
computed as of the end of the last Limitation Year beginning before 1987, and
disregarding any changes in the terms and conditions of the Plan made after May
6, 1986, but using the Code Section 415 limitation applicable to the first
Limitation Year beginning on or after January 1, 1987. The Annual Addition for
any Limitation Year beginning before 1987, shall not be re-computed to treat all
Employee contributions as Annual Additions.

1.25 DIRECT ROLLOVER A payment made by the Plan to an Eligible Retirement Plan
that is specified by the Participant or a payment received by the Plan from an
Eligible Retirement Plan on behalf of a Participant or an Employee, if selected
in the Adoption Agreement by the Employer.

1.26 DISABILITY Unless the Employer has elected a different definition in the
Adoption Agreement, Disability is defined as an illness or injury of a
potentially permanent nature, expected to last for a continuous period of not
less than 12 months or can be expected to result in death, certified by a
physician selected by or satisfactory to the Employer, which prevents the
Participant from engaging in any occupation for wage or profit for which the
Employee is reasonably fitted by training, education or experience. If elected
by the Employer in the Adoption Agreement, nonforfeitable contributions will be
made to the Plan on behalf of each disabled Participant who is not a Highly
Compensated Employee (as defined at paragraph 1.52). Compensation for purposes
of calculating the contribution will mean Compensation as defined at paragraph
1.16 herein.

1.27 DISTRIBUTION CALENDAR YEAR A calendar year for which a minimum distribution
is required.

1.28 EARLY RETIREMENT AGE The age set by the Employer in the Adoption Agreement,
not less than age fifty five (55), at which a Participant becomes fully vested
and is eligible to retire and receive his or her benefits under the Plan.

1.29 EARLY RETIREMENT DATE The date elected by the Employer in the Adoption
Agreement on which a Participant or former Participant has satisfied the Early
Retirement Age requirements. If no election is made on the Adoption Agreement,
it shall mean the date on which a Participant attains his or her Early
Retirement Age.

A former Participant who has separated from Service after satisfying any service
requirement but before satisfying the Early Retirement Age and who thereafter
reaches the age requirement elected on the Adoption Agreement shall be entitled
to receive benefits under the Plan (other than full vesting and any allocation
of Employer contributions) as though the requirements for Early Retirement Age
had been satisfied.


                                       10
<PAGE>


1.30 EARNED INCOME Net earnings from self-employment in the trade or business
with respect to which the Plan is established, determined without regard to
items not included in gross income and the deductions allocable to such items,
provided that personal services of the individual are a material
income-producing factor. Earned Income shall be reduced by contributions made by
an Employer to a Qualified Plan to the extent deductible under Code Section 404.
Net earnings shall be determined taking into account the deduction for one-half
of self-employment taxes allowed to the taxpayer under Code Section 164(f), to
the extent deductible for taxable years beginning after December 31, 1989.

1.31 EFFECTIVE DATE The date on which the Employer's Plan or amendment to such
Plan becomes effective. For amendments reflecting statutory and regulatory
changes contained in The Uruguay Round Agreements Act of the General Agreement
on Tariffs and Trade (GATT), The Uniformed Services Employment and Reemployment
Rights Act of 1994 (USERRA), The Small Business Job Protection Act of 1996
(SBJPA), The Taxpayer Relief Act of 1997 (TRA'97), The Internal Revenue Service
Restructuring and Reform Act of 1998 (IRSRRA), and the Community Renewal Tax
Relief Act of 2000 (CRA), the Effective Date(s) of the applicable provisions of
this legislation will be the earlier of the date upon which such amendment is
first administratively applied or the first day of the Plan Year following the
date of adoption of such amendment or adoption of the Basic Plan Document #01
and accompanying Adoption Agreement.

1.32 ELECTION PERIOD The period which begins on the first day of the Plan Year
in which the Participant attains age thirty-five (35) and ends on the date of
the Participant's death. If a Participant separates from Service prior to the
first day of the Plan Year in which age thirty-five (35) is attained, the
Election Period shall begin on the date of separation, with respect to the
account balance as of the date of separation.

1.33 ELAPSED TIME A method of determining an Employee's entitlement under the
Plan with respect to eligibility to participate, and/or vesting, which is not
based on the Employee's completion of a specified number of Hours of Service
during a consecutive twelve (12) month period, but rather with reference to the
total period of time which elapses during which the Employee is employed by the
Employer maintaining the Plan.

If the Employer is a member of an affiliated service group [under Code Section
414(m)], a controlled group of corporations [under Code Section 414(b)], a group
of trades or businesses under common control [under Code Section 414(c)] or any
other entity required to be aggregated with the Employer pursuant to Code
Section 414(o), Service will be credited for any employment for any period of
time for any other member of such group. Service will also be credited for any
individual required under Code Section 414(n) or Code Section 414(o) to be
considered an Employee of any Employer aggregated under Code Section 414(b), (c)
or (m).

1.34 ELECTIVE DEFERRALS Employer contributions in lieu of cash Compensation made
to the Plan on behalf of the Participant pursuant to a Salary Deferral Agreement
or other deferral mechanism. With respect to any taxable year, a Participant's
Elective Deferral is the sum of all Employer contributions made on behalf of
such Participant pursuant to an election to defer under any qualified cash or
deferred arrangement as described in Code Section 401(k), any Simplified
Employee Pension Plan with a cash or deferred arrangement as described in Code
Section 408(k)(6), any SIMPLE IRA Plan described in Code Section 408(p), any
eligible deferred compensation plan under Code Section 457, any 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 Deferral Agreement. Elective Deferrals shall
not include any deferrals properly distributed as excess Annual Additions.

1.35 ELIGIBLE EMPLOYEE For purposes of the SIMPLE 401(k) Plan provisions, any
Employee who is entitled to make Elective Deferrals under the terms of the
SIMPLE 401(k) Plan.

1.36 ELIGIBLE EMPLOYER An Eligible Employer means with respect to any Plan Year,
an Employer who had no more than one hundred (100) Employees who received at
least $5,000 of Compensation from the Employer for the preceding year. In
applying the preceding sentence, all Employees of controlled groups of
corporations under Code Section 414(b), all Employees of trades or businesses
(whether incorporated or not) under common control under Code Section 414(c),
all Employees of affiliated service groups under Code Section 414(m), and Leased
Employees required to be treated as the Employer's Employees under Code Section
414(n), are taken into account.


                                       11
<PAGE>


An Eligible Employer that elects to have the SIMPLE 401(k) Plan provisions apply
to the Plan that fails to be an Eligible Employer for any subsequent year, is
treated as an Eligible Employer for the two (2) years following the last year
the employer was an Eligible Employer. If the failure is due to any acquisition,
disposition, or similar transaction involving an Eligible Employer, the
preceding sentence applies only if the provisions of Code Section
410(b)(6)(C)(I) are satisfied.

1.37 ELIGIBLE PARTICIPANT Any Employee who is eligible to make a Voluntary or
Required After-tax Contribution or an Elective Deferral (if the Employer takes
such contributions into account in the calculation of the Actual Contribution
Percentage), or to receive a Matching Contribution (including forfeitures) or a
Qualified Matching Contribution. If a Required After-tax Contribution is
required as a condition of participation in the Plan, any Employee who would be
a Participant in the Plan if such Employee made such a contribution shall be
treated as an Eligible Participant even though no Employee contributions are
made.

1.38 ELIGIBLE RETIREMENT PLAN An individual retirement account (IRA) as
described in Code Section 408(a), an individual retirement annuity (IRA) as
described in Code Section 408(b), an annuity plan as described in Code Section
403(a), or a qualified trust as described in Code Section 401(a), which accepts
Eligible Rollover Distributions. However, in the case of an Eligible Rollover
Distribution paid to a surviving Spouse, an Eligible Retirement Plan is an
individual retirement account or individual retirement annuity.

1.39 ELIGIBLE ROLLOVER DISTRIBUTION An Eligible Rollover Distribution is any
distribution of all or any portion of the balance to the credit of the
Participant except that an Eligible Rollover Distribution does not include:

         (a)      any distribution that is one of a series of substantially
                  equal periodic payments made not less frequently than annually
                  for the life (or life expectancy) of the Participant or the
                  joint lives (or joint life expectancies) of the Participant
                  and the Participant's Beneficiary, or for a specified period
                  of ten (10) years or more,

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

         (c)      any Hardship withdrawals under Code Section
                  401(k)(2)(B)(i)(IV) received after December 31, 1998, (or if
                  elected by the Employer in accordance with IRS Notice 99-5,
                  received after December 31, 1999).

         (d)      the portion of any distribution that would not be includible
                  in gross income if paid to the Participant (determined without
                  regard to the exclusion for net unrealized appreciation with
                  respect to Employer securities),

         (e)      excess amounts which are returned to a Participant in
                  accordance with paragraphs 7.11, 7.12, 7.13, and 10.2,

         (f)      any other distribution(s) that is reasonably expected to total
                  less than $200 during a year,

         (g)      corrective distributions of Excess Elective Deferrals under
                  Code Section 402(g), and the income allocable thereto,

         (h)      Excess Contributions and Excess Aggregate Contributions under
                  Code Section 401(k) and Code Section 401(m), and the income
                  allocable thereto,

         (i)      PS 58 costs, and

         (j)      dividends paid on securities under Code Section 404(k).

1.40 EMPLOYEE A person employed by an Employer maintaining the Plan (including
Self-Employed Individuals and partners). The term Employee shall include
Employees of a member of an affiliated service group [as defined in Code Section
414(m)], all Employees of a controlled group of corporations [as defined in Code
Section 414(b)], all Employees of any incorporated or unincorporated trade or
business which is under common control [as defined in


                                       12
<PAGE>


Code Section 414(c)], Leased Employees [as defined in Code Section 414(n)], and
any Employee required to be aggregated by Code Section 414(o). All such
Employees shall be treated as employed by a single Employer.

Leased Employees shall not be Employees for purposes of participation in any
Plan established under a Nonstandardized Adoption Agreement, unless otherwise
elected by the Employer in the Adoption Agreement. Leased Employees [as defined
in Code Sections 414(n) or 414(o)] shall be considered Employees in a Plan
established under a standardized Adoption Agreement except as otherwise provided
in this paragraph. Exclusion under a standardized Adoption Agreement is
available only if Leased Employees do not constitute more than 20% of the
recipient Employer's non-highly compensated work force, and the Employer
complies with the requirements as outlined in paragraph 2.7, and so elects in
the Adoption Agreement.

An individual shall only be treated as an Employee if he or she is reported on
the payroll records of the Employer or an employer who is a member of the same
controlled group or affiliated service group as a common law employee. The term
does not include any other common law employee or any Leased Employee. It is
expressly intended that individuals not treated as common law employees by the
Employer or a member of the same controlled group or affiliated service group on
their payroll records, as identified by a specific job code or work status code,
are to be excluded from plan participation even if a court or administrative
agency subsequently determines that such individuals are common law employees
and not independent contractors.

1.41 EMPLOYER The Self-Employed Individual, partnership, corporation or other
organization which adopts this Plan including any entity that succeeds the
Employer and adopts this Plan. For purposes of Article X, Limitations on
Allocations, Employer shall mean the Employer that adopts this Plan, and all
members of a controlled group of corporations [as defined in Code Section 414(b)
as modified by Code Section 415(h)], all commonly controlled trades or
businesses [as defined in Code Section 414(c) as modified by Code Section
415(h)] or affiliated service groups [as defined in Code Section 414(m)] of
which the adopting Employer is a part, and any other entity required to be
aggregated with the Employer pursuant to Regulations under Code Section 414(o).

In addition to such required treatment, the Plan Sponsor may, in its discretion,
designate as an Employer any business entity which is not such a "common
control," "affiliated service group" or "predecessor" business entity which is
otherwise affiliated with the Employer, subject to such nondiscriminatory
limitations as the Employer may impose.

1.42 ENTRY DATE The date as of which an Employee who has satisfied the Plan's
eligibility requirements enters or reenters the Plan, as defined in the Adoption
Agreement.

1.43 ERISA The Employee Retirement Income Security Act of 1974, as amended and
any successor statute.

1.44 EXCESS AGGREGATE CONTRIBUTIONS The excess, with respect to any Plan Year,
of:

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

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

         (c)      Such determination shall be made after first determining
                  Excess Elective Deferrals pursuant to paragraph 1.47 and then
                  determining Excess Contributions pursuant to paragraph 1.46.

1.45 EXCESS ANNUAL ADDITIONS The excess of the Participant's Annual Additions
for the Limitation Year over the Maximum Permissible Amount.


                                       13
<PAGE>


1.46 EXCESS CONTRIBUTION With respect to any Plan Year, the excess of:

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

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

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

1.48 EXPECTED YEAR OF SERVICE An eligibility computation period during which an
Employee in an eligible class is expected to complete a Year of Service. If an
Employee who is not expected to complete a Year of Service actually completes a
Year of Service during an applicable computation period, he shall be deemed to
have become an Employee in the eligible class as of the first day of the
eligibility computation period in which he first completes a Year of Service.

1.49 FIRST DISTRIBUTION CALENDAR YEAR 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 paragraph 7.10.

1.50 HARDSHIP An immediate and heavy financial need of the Employee where such
Employee lacks other available financial resources to satisfy such financial
need.

1.51 HIGHEST AVERAGE COMPENSATION For Limitation Years beginning before January
1, 2000, the average Compensation for the three (3) consecutive Years of Service
with the Employer that produces the highest average. A Year of Service with the
Employer is the twelve (12) consecutive month period defined in the Adoption
Agreement, or, if not indicated in the Adoption Agreement, as defined in
paragraph 1.117.

1.52 HIGHLY COMPENSATED EMPLOYEE Effective for years after December 31, 1996,
the term Highly Compensated Employee means any Employee who: (1) is a 5% owner
at any time during the year or preceding year, or (2) for the preceding year had
Compensation from the Employer in excess of $80,000 and if the Employer so
elects in the Adoption Agreement, is in the Top-Paid Group for the preceding
year. The $80,000 amount is adjusted at the same time and in the same manner as
under Code Section 415(d), except that the base period is the calendar quarter
ending September 30, 1996.

For the determination of who is a Highly Compensated Employee, the applicable
year of the Plan for which a determination is being made is called a
determination year and the preceding twelve (12) month period is called a
look-back year. Employees who do not meet the Highly Compensated Employee
definition are considered Non-Highly Compensated Employees.

A Highly Compensated former Employee is based on the rules applicable to
determining Highly Compensated Employee status in effect for that determination
year, in accordance with Section 1.414(q)-1T, A-4 of the temporary Income Tax
Regulations and IRS Notice 97-45.

In determining whether an Employee is a Highly Compensated Employee for years
beginning in 1997, the amendments to Code Section 414(q) stated above are
treated as having been in effect for years beginning in 1996. In order to be
effective, a Top-Paid Group election or calendar year data election must apply
consistently to all plans of the Employer that begin with or within the same
calendar year.


                                       14
<PAGE>


1.53 HOUR OF SERVICE

         (a)      Unless otherwise specified in the Adoption Agreement, each
                  hour for which an Employee is paid, or entitled to payment,
                  for the performance of duties for the Employer. These hours
                  shall be credited to the Employee for the computation period
                  in which the duties are performed, and

         (b)      each hour for which an Employee is paid, or entitled to
                  payment, by the Employer on account of a period of time during
                  which no duties are performed (irrespective of whether the
                  employment relationship has terminated) due to vacation,
                  holiday, illness, incapacity (including Disability), layoff,
                  jury duty, military duty or leave of absence. No more than
                  five hundred and one (501) Hours of Service shall be credited
                  under this paragraph for any single continuous period (whether
                  or not such period need occur in a single computation period).
                  Hours under this paragraph shall be calculated and credited
                  pursuant to Section 2530.200b-2 of the Department of Labor
                  Regulations which are incorporated herein by this reference,
                  and

         (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 both under
                  paragraph (a) or paragraph (b), as the case may be, and under
                  this paragraph (c). These hours shall be credited to the
                  Employee for the computation period or periods to which the
                  award or agreement pertains rather than the computation period
                  in which the award, agreement or payment is made.

         (d)      Hours of Service shall be credited for employment with the
                  Employer and with other members of an affiliated service group
                  [as defined in Code Section 414(m)], a controlled group of
                  corporations [as defined in Code Section 414(b)], or a group
                  of trades or businesses under common control [as defined in
                  Code Section 414(c)] of which the adopting Employer is a
                  member, and any other entity required to be aggregated with
                  the Employer pursuant to Code Section 414(o) and the
                  Regulations thereunder. Hours of Service shall also be
                  credited for any individual considered an Employee for
                  purposes of this Plan under Code Section 414(n) or Code
                  Section 414(o) and the Regulations thereunder.

         (e)      Solely for purposes of determining whether a Break in Service,
                  as defined in paragraph 1.14, for participation and vesting
                  purposes has occurred in a computation period, an individual
                  who is absent from work for maternity or paternity reasons
                  shall receive credit for the Hours of Service which would
                  otherwise have been credited to such individual but for such
                  absence, or in any case in which such hours cannot be
                  determined, eight (8) Hours of Service per day of such
                  absence. For purposes of this paragraph, an absence from work
                  for maternity or paternity reasons means an absence by reason
                  of the pregnancy of the individual, by reason of a birth of a
                  child of the individual, by reason of the placement of a child
                  with the individual in connection with the adoption of such
                  child by such individual, or for purposes of caring for such
                  child for a period beginning immediately following such birth
                  or placement. The Hours of Service credited under this
                  paragraph shall be credited 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. No more than five hundred and
                  one (501) hours will be credited under this paragraph.

(f)               Hours of Service shall be determined under the hours counting
                  method as elected by the Employer in the Adoption Agreement.
                  If no election is made, actual hours under the hours counting
                  method will be used.

1.54 INTEGRATION LEVEL The amount of Compensation specified in the Adoption
Agreement at or below which the rate of contributions or benefits (expressed in
each case as a percentage of such Compensation) provided under the Plan is less
than the rate of contributions or benefits (expressed in each case as a
percentage of such Compensation) provided under the Plan with respect to
Compensation above such level. The Adoption Agreement must specify an
Integration Level in effect for the Plan Year for each Participant. No
Integration Level in effect for a particular year may exceed the contribution
and benefit base ("Taxable Wage Base") under Section 230 [Code Section
3121(a)(1)] of the Social Security Act in effect on the first day of the Plan
Year.


                                       15
<PAGE>

1.55 KEY EMPLOYEE Any Employee or former Employee (and the Beneficiaries of such
Employee) who at any time during the determination period was:

         (a)      an officer of the Employer if such individual's annual
                  Compensation exceeds 50% of the dollar limitation under Code
                  Section 415(b)(1)(A) (the defined benefit maximum annual
                  benefit),

         (b)      an owner or an individual considered an owner under Code
                  Section 318 of one of the ten (10) largest interests in the
                  Employer if such individual's Compensation exceeds 100% of the
                  dollar limitation under Code Section 415(c)(1)(A) and such
                  ownership exceeds 1/2%,

         (c)      a more than 5% owner of the Employer, or

         (d)      a 1% owner of the Employer who has an annual Compensation of
                  more than $150,000.

The determination period is the Plan Year containing the Top-Heavy Determination
Date and the four (4) preceding Plan Years. The determination of Key Employee
status will be made in accordance with Code Section 416(i)(1) and the
Regulations thereunder.

1.56 LEASED EMPLOYEE Effective for Plan Years beginning after December 31, 1996,
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
performed under the primary direction or control of the recipient Employer. If a
Leased Employee is treated as an Employee by reason of this paragraph 1.56,
"Compensation" includes Compensation from the leasing organization which is
attributable to services performed for the Employer.

1.57 LIMITATION YEAR The calendar year or such other twelve (12) consecutive
month period designated by the Employer in the Adoption Agreement for purposes
of determining the maximum Annual Additions to a Participant's account. All
Qualified Plans maintained by the Employer must use the same Limitation Year. If
the Limitation Year is amended to a different twelve (12) consecutive month
period, the new Limitation Year must begin on a date within the Limitation Year
in which the amendment is made. If no designation is made on the Adoption
Agreement, the Limitation Year will automatically default to the Plan Year.

1.58 MASTER OR PROTOTYPE PLAN A plan, the form of which is the subject of a
favorable opinion letter from the Internal Revenue Service.

1.59 MATCHING CONTRIBUTION An Employer contribution made to this or any other
Defined Contribution Plan on behalf of a Participant on account of a Voluntary
or Required After-tax Contribution made by such Participant, or on account of a
Participant's Elective Deferral made by such Participant under a Plan maintained
by the Employer.

1.60 MAXIMUM PERMISSIBLE AMOUNT The maximum Annual Additions that may be
contributed or allocated to a Participant's account under the Plan for any
Limitation Year shall not exceed the lesser of:

         (a)      the Defined Contribution Dollar Limitation, or

         (b)      25% of the Participant's Compensation for the Limitation Year.

The Compensation limitation referred to in (b) 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 Sections 415(l)(1) or 419(d)(2). If a short Limitation Year is created
because of an amendment changing the Limitation Year to a different twelve (12)
consecutive month period, the Maximum Permissible Amount will not exceed the
Defined Contribution Dollar Limitation multiplied by a fraction, the numerator
of which is the number of months in the short Limitation Year and the
denominator of which is twelve (12).


                                       16
<PAGE>


1.61 NET PROFIT The current and accumulated operating earnings of the Employer
after Federal and state income taxes, excluding nonrecurring or unusual items of
income, and before contributions to this and any other Qualified Plan of the
Employer, unless the Employer has elected a different definition in the Adoption
Agreement.

1.62 NORMAL RETIREMENT AGE The age set by the Employer in the Adoption
Agreement, not to exceed age sixty-five (65), at which a Participant becomes
fully vested and is eligible to retire and receive his or her benefits under the
Plan.

1.63 NORMAL RETIREMENT DATE The date on which the Participant attains the Normal
Retirement Age as elected in the Adoption Agreement. If no election is made on
the Adoption Agreement, it shall mean the date on which a Participant attains
his or her Normal Retirement Age.

1.64 OWNER-EMPLOYEE A sole proprietor or a partner owning more than 10% of
either the capital or profits interest of the partnership.

1.65 PAIRED PLANS Two (2) or more plans which are either a combination of two
(2) or more standardized Defined Contribution Plans or a combination of one (1)
or more standardized Defined Contribution Plan(s) and one (1) Defined Benefit
Plan offered by the same sponsor, which have been designed so that any single
Plan, or combination of Plans adopted by an Employer, where each Plan by itself
or the Plans together will meet the requirements of the antidiscrimination
rules, the contribution and benefit limitations, and the Top-Heavy provisions of
Code Sections 401(a)(4), 415 and 416.

1.66 PARTICIPANT Any current Employee who met the applicable eligibility
requirements and reached his or her Entry Date and, where the context so
requires, pursuant to the terms of the Plan, any living former Employee on whose
behalf an Account is maintained or former Employee who has met the eligibility
requirements.

1.67 PARTICIPANT'S BENEFIT With respect to required distributions pursuant to
paragraph 7.4, the account balance as of the last Valuation Date in the calendar
year immediately preceding the Distribution Calendar Year increased by the
amount of any contributions or forfeitures allocated to the account balance as
of the dates in the calendar year after the Valuation Date and decreased by
distributions made in the calendar year after the Valuation Date. A special
exception exists for the second Distribution Calendar Year. For purposes of this
paragraph, 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.

1.68 PERIOD OF SEVERANCE For Plans using Elapsed Time for purposes of crediting
Service:

         (a)      a Break in Service shall mean a Period of Severance of at
                  least twelve (12) months;

         (b)      a Period of Severance is a continuous period of time during
                  which the Employee is not employed by the Employer;

         (c)      a Period of Severance begins on the date the Employee retires,
                  quits, or is discharged, or if earlier, the twelve (12) month
                  anniversary of the date on which the Employee was otherwise
                  first absent from Service.

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

1.70 PLAN The Defined Contribution Plan of the Employer in the form of this
Prototype Defined Contribution Plan and the applicable Adoption Agreement
executed by the Employer as may be amended from time to time (which includes any
addendum thereto). The Plan shall have the name specified in the Adoption
Agreement.

1.71 PLAN ADMINISTRATOR The Employer or individual(s) or entity(ies) appointed
by the Employer to administer the Plan as provided at paragraph 12.1 herein.


                                       17
<PAGE>


1.72 PLAN SPONSOR The Employer who adopts this Prototype Defined Contribution
Plan and accompanying Adoption Agreement.

1.73 PLAN YEAR The twelve (12) consecutive month period designated by the
Employer in the Adoption Agreement. If the Employer maintains Paired Plans under
Basic Plan Document #01, each Plan established thereunder must have the same
Plan Year.

1.74 PRESENT VALUE The actuarial equivalent of a Participant's accrued benefit
under a Defined Benefit Plan maintained by the Employer expressed in the form of
a lump sum. Actuarial equivalence shall be based on reasonable interest and
mortality assumptions determined in accordance with the Top-Heavy provisions of
the respective plan. Present Value is used for the purposes of the Top-Heavy
test and the determination with respect thereto.

1.75 PRIOR PLAN YEAR The Plan Year immediately preceding the current Plan Year.

1.76 PRIOR SAFE HARBOR PLAN A Target Benefit Plan that:

         (a)      was adopted and in effect on September 19, 1991,

         (b)      which on that date contained a Stated Benefit Formula
                  applicable to Target Benefit Plans that took into account
                  Service prior to that date, and

         (c)      satisfied the applicable nondiscrimination requirements for
                  Target Benefit Plans for those prior years. For purposes of
                  determining whether a plan satisfies the applicable
                  nondiscrimination requirements for Target Benefit Plans for
                  Plan Years beginning before January 1, 1994, no amendments
                  after September 19, 1991, other than amendments necessary to
                  satisfy Code Section 401(l), will be taken into account.

1.77 PROJECTED ANNUAL BENEFIT For Limitation Years beginning before January 1,
2000, the annual retirement benefit (adjusted to an actuarial equivalent
straight life annuity if such benefit is expressed in a form other than a
straight life annuity or Qualified Joint and Survivor Annuity) to which the
Participant would be entitled under the terms of a Defined Benefit Plan or
Plans, assuming:

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

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

1.78 PROJECTED PARTICIPATION For purposes of determining a Participant's stated
benefit, a Participant's years of Projected Participation under the Plan is the
sum of (a) and (b), where

         (a)      is the number of years during which the Participant benefited
                  under this Plan beginning with the latest of:

                  (1)      the first Plan Year in which the Participant
                           benefited under the Plan,

                  (2)      the first Plan Year taken into account in the Stated
                           Benefit Formula, and

                  (3)      any Plan Year immediately following a Plan Year in
                           which the Plan did not satisfy the safe harbor for
                           Target Benefit Plans in Regulations Section
                           1.401(a)(4)-8(b)(3), and ending with the last day of
                           the current Plan Year, and

         (b)      is the number of years if any, subsequent to the current Plan
                  Year through the end of the Plan Year in which the Participant
                  attains Normal Retirement Age.


                                       18
<PAGE>


For purposes of this definition of years of Projected Participation, if this
Plan is a Prior Safe Harbor Plan, the Plan is deemed to satisfy the safe harbor
for Target Benefit Plans in Regulations Section 1.401(a)(4)-8(b)(3) and a
Participant is treated as benefiting under the Plan in any Plan Year beginning
prior to January 1, 1994.

1.79 QUALIFIED DOMESTIC RELATIONS ORDER (QDRO ORDER) A Qualified Domestic
Relations Order (QDRO) is a signed domestic relations order issued by a state
court or agency which creates, recognizes or assigns to an alternate payee(s)
the right to receive all or part of a Participant's Plan benefit and which meets
the requirements of Code Section 414(p). An alternate payee is a Spouse, former
Spouse, child, or other dependent who is treated as a Beneficiary under the Plan
as a result of the QDRO. Unless elected otherwise by the Employer in the
Adoption Agreement, the earliest date for payment of a QDRO to an alternate
payee, is the date upon which the order is deemed qualified.

1.80 QUALIFIED EARLY RETIREMENT AGE For purposes of paragraph 8.9, Qualified
Early Retirement Age is the latest of:

         (a)      the earliest date under the Plan on which the Participant may
                  elect to receive retirement benefits, or

         (b)      the first day of the 120th month beginning before the
                  Participant reaches Normal Retirement Age, or

         (c)      the date the Participant begins participation.

1.81 QUALIFIED JOINT AND SURVIVOR ANNUITY (QJSA) An immediate annuity for the
life of the Participant with a survivor annuity for the life of the
Participant's Spouse which is at least 50% of but not more than 100% of the
annuity payable during the joint lives of the Participant and the Participant's
Spouse. The exact amount of the survivor annuity is to be specified by the
Employer in the Adoption Agreement. If not designated by the Employer, the
survivor annuity will be 50% of the amount paid to the Participant during his or
her lifetime. The Qualified Joint and Survivor Annuity will be the amount of
benefit which can be provided by the Participant's Vested Account Balance.

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

1.83 QUALIFIED NON-ELECTIVE CONTRIBUTIONS (QNECS) Contributions (other than
Matching Contributions or Qualified Matching Contributions) made by the Employer
and allocated to Participants' accounts that the Participants may not elect to
receive in cash until distributed from the Plan, that are nonforfeitable when
made, and that are distributable only in accordance with the distribution
provisions that are applicable to Elective Deferrals and Qualified Matching
Contributions.

1.84 QUALIFIED PLAN Any pension, profit-sharing, stock bonus, or other plan
which meets the requirements of Code Section 401 and includes a trust exempt
from tax under Code Section 501(a) or any annuity plan described in Code Section
403(a).

1.85 QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY An annuity for the life of the
Surviving Spouse of a Participant the actuarial equivalent of which is not less
than 50% of the vested Participant's Account Balance as of the date of the
Participants' death, as elected by Employer in the Adoption Agreement. If no
election is made on the Adoption Agreement the Qualified Pre-Retirement Survivor
Annuity shall be 50% of the Participant's Vested Account Balance as of the date
of the death of the Participant, unless the Employer in a prior version of the
Adoption Agreement or Plan, had elected that the Qualified Pre-Retirement
Survivor Annuity be 100% of the Account Balance.

1.86 QUALIFIED VOLUNTARY CONTRIBUTION A tax-deductible Voluntary Employee
Contribution which was permitted to be made for the tax years 1982 through 1986.
This type of contribution is no longer permitted to be made by a Participant.
This Plan shall accept such type of contribution if made in a prior plan and an
appropriate recordkeeping account will be established on behalf of the
Participant.


                                       19
<PAGE>


1.87 REQUIRED AGGREGATION GROUP A group of plans including:

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

         (b)      any other Qualified Plan of the Employer which enables a plan
                  described in (a) to meet the requirements of Code Sections
                  401(a)(4) or 410.

1.88 REQUIRED BEGINNING DATE The date on which a Participant is required to take
his or her first minimum distribution under the Plan as elected by the Employer
in the Adoption Agreement. The rules regarding the determination of the Required
Beginning Date are set forth at paragraph 7.5 herein.

1.89 REQUIRED AFTER-TAX CONTRIBUTIONS Employee after-tax contributions required
as a condition of participation in the Plan.

1.90 ROLLOVER CONTRIBUTION A contribution made by a Participant of an amount
distributed to such Participant from another Qualified Plan in accordance with
Code Section 402(c).

1.91 SALARY DEFERRAL AGREEMENT An agreement between the Employer and an Employee
where the Employee authorizes the Employer to withhold a specified percentage or
dollar amount of his or her Compensation (otherwise payable in cash) for deposit
to the Plan on behalf of such Employee.

1.92 SAVINGS INCENTIVE MATCH PLAN FOR EMPLOYEES (SIMPLE) A plan adopted by an
Eligible Employer under Code Section 401(k)(11) under which Eligible Employees
are permitted to make Elective Deferrals to a Qualified Plan established under
the SIMPLE 401(k) Plan Adoption Agreement.

1.93 SELF-EMPLOYED INDIVIDUAL An individual who has Earned Income for the
taxable year from the trade or business for which the Plan is established
including an individual who would have had Earned Income but for the fact that
the trade or business had no Net Profit for the taxable year.

1.94 SERVICE The period of current or prior employment with the Employer
including any imputed period of employment which must be counted under USERRA.
If the Employer maintains a plan of a predecessor employer, service for such
predecessor shall be treated as Service for the Employer for the purpose(s)
specified in the Adoption Agreement. Service is determined under an hours
counting method or Elapsed Time method as selected by the Employer in the
Adoption Agreement.

If the Employer has elected to use the Elapsed Time method to determine
eligibility and/or vesting Service, the aggregate of the following (applied
without duplication and except for periods of Service that may be disregarded
under paragraph 9.6):

         (a)      Each period from an Employee's date of hire (or reemployment
                  date) to his next Severance Date; and

         (b)      If an Employee performs an Hour of Service within twelve (12)
                  months of a Severance Date, the period from such Severance
                  Date to such Hour of Service. Service shall be credited for
                  all periods whether the Employee is employed by an Employer or
                  an Affiliate.

Service shall be measured in whole years and fractions of a year in months. For
this purpose, (a) periods of less than a full year shall be aggregated on the
basis that twelve (12) months or three hundred and sixty five (365) days equals
a year, and (b) in aggregating days into months, thirty (30) days shall be
rounded up to the nearest whole month. For purposes of determining Service,
"Date of Hire" means the date on which an Employee first completes an Hour of
Service and "Reemployment Date" means the date on which an Employee first
completes an Hour of Service after a Severance Date.


                                       20
<PAGE>


If the Employer is a member of an affiliated service group [under Code Section
414(m)], a controlled group of corporations [under Code Section 414(b)], a group
of trades or businesses under common control [under Code Section 414(c)] or any
other entity required to be aggregated with the Employer pursuant to Code
Section 414(o), Service will be credited for any employment for any period of
time for any other member of such group. Service will also be credited for any
individual required under Code Section 414(n) or Code Section 414(o) to be
considered an Employee of any Employer aggregated under Code Section 414(b),
(c), or (m).

1.95 SEVERANCE DATE The date which is the earlier of:

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

         (b)      the first anniversary of the first date of a period in which
                  an Employee remains continuously absent from Service with an
                  Employer or affiliate (with or without pay) for any reason
                  other than quit, retirement, discharge or death.

1.96 SEVERANCE PERIOD Each period from an Employee's Severance Date to his next
Reemployment Date.

1.97 SERVICE PROVIDER An individual or business entity who is retained by the
Plan Administrator on behalf of the Plan to provide specified administrative
services to the Plan.

1.98 SHAREHOLDER EMPLOYEE An Employee or officer who owns [or is considered as
owning within the meaning of Code Section 318(a)(1)], on any day during the
taxable year of an electing small business corporation (S Corporation), more
than 5% of such corporation's outstanding stock.

1.99 SIMPLIFIED EMPLOYEE PENSION PLAN A plan under which the Employer makes
contributions for eligible Employees pursuant to a written formula.
Contributions are made to an individual retirement account which meets the
requirements of Code Section 408(k).

1.100 SPONSOR The institution or entity and any of its affiliates or any
successor or assigns thereto identified in the Adoption Agreement who makes this
Prototype Defined Contribution Plan available to adopting Employers.

1.101 SPOUSE The individual to whom a Participant is married, or was married in
the case of a deceased Participant who was married at the time of his or her
death. A former Spouse will be treated in the same manner as a Spouse to the
extent provided under a Qualified Domestic Relations Order as described in Code
Section 414(p).

1.102 STATED BENEFIT FORMULA The formula elected by the Employer in the Adoption
Agreement expressed in the form of a straight life annuity without a term
certain, refund feature or survivor benefit.

1.103 SUPER TOP-HEAVY PLAN A Plan described at paragraph 1.106 under which the
Top-Heavy Ratio exceeds 90%.

1.104 TAXABLE WAGE BASE For plans with an allocation formula which takes into
account the Employer's contribution under the Federal Insurance Contributions
Act (FICA), the contribution and benefit base in effect under the Social
Security Act (Section 203) at the beginning of the Plan Year.

1.105 TOP-HEAVY DETERMINATION DATE For the first Plan Year of the Plan, the last
day of the first Plan Year. For any Plan Year subsequent to the first Plan Year,
the last day of the preceding Plan Year.

1.106 TOP-HEAVY PLAN For any Plan Year, the Employer's Plan is Top-Heavy if any
of the following conditions exist:

         (a)      The Top-Heavy Ratio for the Employer's Plan exceeds 60% and
                  this Plan is not part of any Required Aggregation Group or
                  Permissive Aggregation Group of plans.

         (b)      The Employer's Plan is a part of a Required Aggregation Group
                  of plans but not part of a Permissive Aggregation Group and
                  the Top-Heavy Ratio for the group of plans exceeds 60%.


                                       21
<PAGE>


         (c)      The Employer's Plan is a part of a Required Aggregation Group
                  and part of a Permissive Aggregation Group of plans and the
                  Top-Heavy Ratio for the Permissive Aggregation Group exceeds
                  60%.

1.107 TOP-HEAVY RATIO

         (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 (5) year period ending on the Determination
                  Date(s) 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,

                  (1)      the numerator of which is the sum of the account
                           balances of all Key Employees as of the Determination
                           Date(s) [including any part of any account balance
                           distributed in the five year period ending on the
                           Determination Date(s)], and

                  (2)      the denominator of which is the sum of all account
                           balances [including any part of any account balance
                           distributed in the five (5) year period ending on the
                           Determination Date(s)], both computed in accordance
                           with Code Section 416 and the Regulations thereunder.

                  Both the numerator and denominator of the Top-Heavy Ratio are
                  increased to reflect any contribution not actually made as of
                  the Determination Date but which is required to be taken into
                  account on that date under Code Section 416 and the
                  Regulations thereunder.

         (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 (5) year period ending on
                  the Determination Date(s) has or has had any 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 account balances under the aggregated Defined
                  Contribution Plan or Plans for all Key Employees, determined
                  in accordance with (a) above, and the Present Value of accrued
                  benefits under the aggregated Defined Benefit Plan or Plans
                  for all Key Employees as of the Determination Date(s), and the
                  denominator of which is the sum of the account balances under
                  the aggregated Defined Contribution Plan or Plans for all
                  Participants, determined in accordance with (a) above, and the
                  Present Value of accrued benefits under the Defined Benefit
                  Plan or Plans for all Participants as of the Determination
                  Date(s), all determined in accordance with Code Section 416
                  and the Regulations thereunder. The accrued benefits under a
                  Defined Benefit Plan in both the numerator and denominator of
                  the Top-Heavy Ratio are increased for any distribution of an
                  accrued benefit made in the five (5) 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 twelve (12) month period ending on the
                  Determination Date, except as provided in Code Section 416 and
                  the Regulations thereunder for the first and second Plan Years
                  of a Defined Benefit Plan. The account balances and accrued
                  benefits of a Participant who is not a Key Employee but who
                  was a Key Employee in a prior year, or who has not been
                  credited with at least one (1) Hour of Service with any
                  Employer maintaining the Plan at any time during the five (5)
                  year period ending on the Determination Date, will be
                  disregarded. The calculation of the Top-Heavy Ratio, and the
                  extent to which distributions, rollovers, and transfers are
                  taken into account will be made in accordance with Code
                  Section 416 and the Regulations thereunder. Qualified
                  Voluntary Employee Contributions will not be taken into
                  account for purposes of computing the Top-Heavy Ratio. When
                  aggregating plans, the value of account balances and accrued
                  benefits will be calculated with reference to the
                  Determination Dates that fall within the same calendar year.
                  The accrued benefit of a Participant other than a Key Employee
                  shall be determined under the method, if any, that uniformly
                  applies for accrual purposes under all Defined Benefit Plans
                  maintained by


                                       22
<PAGE>


                  the Employer, or if there is no such method, as if such
                  benefit accrued not more rapidly than the slowest accrual rate
                  permitted under the fractional rule of Code Section
                  411(b)(1)(C).

1.108 TOP-PAID GROUP The group consisting of the top 20% of Employees when
ranked on the basis of Compensation paid during such year. For purposes of
determining the number of Employees in the group (but not who is in it),
Employees identified in (a) through (d) may be excluded and Employees identified
in (e) through (f) shall be excluded:

         (a)      Employees who have not completed six (6) months of Service by
                  the end of the year;

         (b)      Employees who normally work less than seventeen and one-half
                  (17 1/2) hours per week by the end of the year;

         (c)      Employees who normally work not more than six (6) months
                  during any year;

         (d)      Employees who have not attained age twenty-one (21) by the end
                  of the year;

         (e)      Employees included in a collective bargaining unit, covered by
                  an agreement between Employee representatives and the
                  Employer, where retirement benefits were the subject of good
                  faith bargaining, if they constitute at least 90% of the
                  Employer's workforce and the Plan covers only non-union
                  Employees; and

         (f)      Employees who are nonresident aliens and who receive no Earned
                  Income which constitutes income from sources within the United
                  States.

1.109 TRANSFER CONTRIBUTION A non-taxable transfer of a Participant's benefit
directly from a Qualified Plan to this Plan. This type of transfer does not
constitute constructive receipt of plan assets.

1.110 TRUST The trust established in conjunction with the Plan, together with
any and all amendments thereto which holds assets of the Plan held by or in the
name of the Trustee or Custodian.

1.111 TRUSTEE An individual, individuals or corporation and any of its
affiliates or any successor or assigns (who may be the Sponsor or an affiliate)
who are appointed or assigned in the Adoption Agreement or any duly appointed
successor or assigns as provided for in paragraph 13.19.

1.112 UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT OF 1994 (USERRA)
The Uniformed Services Employment and Reemployment Rights Act of 1994, as
amended. Notwithstanding any provision of the Plan to the contrary,
contributions, benefits, Plan loan repayment, suspensions and service credit
with respect to qualified military service will be provided in accordance with
Code Section 414(u).

1.113 VALUATION DATE The last day of the Plan Year and such other date(s) as
specified in the Adoption Agreement on which the fair market value of Plan
assets is determined. The Trustee and/or Custodian must also value the Trust on
such other Valuation Dates as directed by the Plan Administrator.

1.114 VESTED ACCOUNT BALANCE The aggregate value of the Participant's Vested
Account Balances derived from Employer and Employee contributions (including
Rollovers), whether vested before or upon death, including the proceeds of
insurance contracts, if any, on the Participant's life. The provisions of
Article VIII shall apply to a Participant who is vested in amounts attributable
to Employer contributions, Employee contributions (or both) at the time of death
or distribution.

1.115 VOLUNTARY AFTER-TAX CONTRIBUTION Any contribution made to the Plan by or
on behalf of a Participant that is included in the Participant's gross income in
the year in which made and that is maintained under a separate account to which
earnings and losses are allocated.


                                       23
<PAGE>


1.116 WELFARE BENEFIT FUND Any fund that is part of a plan of the Employer, or
has the effect of a plan, through which the Employer provides welfare benefits
to Employees or their beneficiaries. For these purposes, Welfare Benefit means
any benefit other than those with respect to which Code Section 83(h) (relating
to transfers of property in connection with the performance of services), Code
Section 404 (relating to deductions for contributions to an Employees' trust or
annuity and Compensation under a deferred payment plan), Code Section 404A
(relating to certain foreign deferred compensation plans) apply. A "Fund" for
purposes of this paragraph, is any social club, voluntary employee benefit
association, supplemental unemployment benefit trust or qualified group legal
service organization described in Code Section 501(c)(7), (9), (17) or (20); any
trust, corporation, or other organization not exempt from income tax, or to the
extent provided in regulations, any account held for an Employer by any person.

1.117 YEAR OF SERVICE

         (a)      If elected in the Adoption Agreement, the hours counting
                  method will be used in determining either an Employee's
                  initial or continuing eligibility to participate in the Plan,
                  or the nonforfeitable interest in the Participant's account
                  balance derived from Employer contributions. A Year of Service
                  is a twelve (12) consecutive month period in which an Employee
                  has completed one-thousand (1,000) Hours of Service (or such
                  lower number as is specified in the Adoption Agreement).

                  (1)      The eligibility computation period starts with the
                           day the Employee first performs an Hour of Service
                           and is a twelve (12) consecutive month period during
                           which the Employee has completed the number of Hours
                           of Service [not to exceed one-thousand (1,000)] as
                           elected in the Adoption Agreement.

                  (2)      The vesting computation period is a twelve (12)
                           consecutive month period as elected by the Employer
                           in the Adoption Agreement during which the Employee
                           completed the number of Hours of Service [not to
                           exceed one-thousand (1,000)] as elected in the
                           Adoption Agreement. If no election is made, the Plan
                           Year shall be used provided that in the event the
                           Plan Year is changed, the "vesting computation
                           period" shall be the twelve (12) consecutive month
                           period determined in accordance with Department of
                           Labor Regulation Section 2530.203-2(c), the
                           provisions of which are incorporated herein by
                           reference.

         (b)      If elected in the Adoption Agreement, the Elapsed Time method
                  will be used in determining either an Employee's initial or
                  continuing eligibility to participate in the Plan, or the
                  nonforfeitable interest in the Participant's account balance
                  derived from Employer contributions. An Employee will receive
                  credit for the aggregate of all time period(s) commencing with
                  the Employee's first day of employment or reemployment and
                  ending on the date a Break in Service begins. The first day of
                  employment or reemployment is the first day the Employee
                  performs an Hour of Service for the Employer. An Employee will
                  also receive credit for any Period of Severance of less than
                  twelve (12) consecutive months. Fractional periods of a year
                  will be expressed in terms of days. Years of Service will be
                  determined in accordance with paragraph 1.94.

                  (1)      A Break in Service under the Elapsed Time method is a
                           Period of Severance of at least twelve (12)
                           consecutive months. A Period of Severance is a
                           continuous period of time during which the Employee
                           is not employed by the Employer. The continuous
                           period begins on the date the Employee retires,
                           quits, is discharged or if earlier, the first twelve
                           (12) month anniversary of the date on which the
                           Employee is first absent from Service.

                  (2)      In the case of an individual who is absent from work
                           for maternity or paternity reasons, the twelve (12)
                           consecutive month period beginning on the first
                           anniversary of the first date of such absence from
                           work for maternity or paternity reasons (a) by reason
                           of the pregnancy of the individual, (b) by reason of
                           the birth of the child of the individual, (c) by
                           reason of the placement of a child with the
                           individual in connection with the adoption of such
                           child by such individual, or (d) for purposes of
                           caring for such child for a period beginning
                           immediately following such birth or placement.


                                       24
<PAGE>


         (c)      Each Employee will share in Employer contributions for the
                  period beginning on the date the Employee commences
                  participation under the Plan and ending on the date on which
                  such Employee terminates employment with the Employer or is no
                  longer a member of an eligible class of Employees.

         (d)      If two (2) Years of Service are required as a condition of
                  eligibility, a Participant will only have completed two (2)
                  Years of Service for eligibility purposes upon the actual
                  completion of two (2) consecutive Years of Service.

         (e)      The Employer may elect in the Adoption Agreement for purposes
                  of determining a Participant's vested interest to disregard
                  Years of Service prior to:

                  (1)      the time the Employer or any affiliate maintained the
                           Plan or any predecessor plan; and

                  (2)      an Employee's attainment of a certain age, not to
                           exceed age eighteen (18).

         (f)      An Employee's Years of Service under this Plan may be
                  determined using the hours counting method or the Elapsed Time
                  method or both. Unless otherwise elected in the Adoption
                  Agreement, Years of Service shall be determined using the
                  hours counting method on the basis of actual hours worked.

         (g)      If the Plan determines Service for a given purpose on one
                  basis and an Employee transfers to Employment covered by this
                  Plan from Employment covered by another Qualified Plan which
                  determines Service for such purpose on the other basis, and if
                  the Employee's Service for the period during which he was
                  covered by such other plan is required to be taken into
                  consideration under this Plan for that purpose, then the
                  following rules shall apply:

                  (1)      If such Service was determined under the other plan
                           using the hours counting method, then the period so
                           taken into consideration through the close of the
                           computation period in which such transfer occurs
                           shall be:

                           (i)      the number of Years of Service credited to
                                    the Employee for such purpose under such
                                    other plan as of the start of such
                                    computation period, and

                           (ii)     for the computation period in which such
                                    transfer occurs, the greater of:

                                    (A)      his Service for such period as of
                                             the date of transfer determined
                                             under the rules of such other plan,
                                             or

                                    (B)      his Service for such period
                                             determined under the Elapsed Time
                                             rules of this Plan.

                           Service after the close of that computation period
                           shall be determined for such purpose solely under the
                           Elapsed Time rules of this Plan.

                  (2)      If such Service was determined under the other plan
                           using the Elapsed Time method, then the period taken
                           into consideration shall be (1) the number of
                           one-year periods of Service credited to the Employee
                           under such other plan as of the date of the transfer,
                           and (2) for the computation period which includes the
                           date of transfer, the Hours of Service equivalent to
                           any fractional part of a Year of Service credited to
                           him under such other plan. In determining such
                           equivalency, the Employee shall be credited with
                           one-hundred-ninety (190) Hours of Service for each
                           month or fraction thereof.


                                       25
<PAGE>


If this Plan is an amendment and continuation of another Qualified Plan or if
this Plan is amended and an effect of the amendment is to change the basis on
which Years of Service are determined, the foregoing rules shall be applied as
if each Employee had transferred employment on the effective date of such
amendment.

If no election is made on the Adoption Agreement, the Plan will define a Year of
Service as a twelve (12) consecutive month period in which an individual has
completed one-thousand (1,000) Hours of Service under the hours counting method.


                                       26
<PAGE>


                                   ARTICLE II

                            ELIGIBILITY REQUIREMENTS


2.1 ELIGIBILITY Employees who meet the eligibility requirements in the Adoption
Agreement on the Effective Date of the Plan shall become Participants as of the
Effective Date of the Plan. If elected in the Adoption Agreement, all Employees
employed on the Effective Date of the Plan may participate, even if they have
not satisfied the Plan's specified eligibility requirements. Employees hired
after the Effective Date of the Plan, upon meeting the eligibility requirements,
shall become Participants on the applicable Entry Date. For amended and restated
Plans, Employees who were Participants in the Plan prior to the Effective Date
will continue to participate in the Plan, regardless of whether the Employee
satisfies the eligibility requirements in the restated or amended Plan, unless
otherwise elected in the Adoption Agreement. If no age and Service requirement
are elected in the Adoption Agreement, an Employee will become a Participant on
the date the individual first performs an Hour of Service for the Employer. The
Employee must satisfy the eligibility requirements specified in the Adoption
Agreement and be employed on the Entry Date to become a Participant in the Plan.

         (a)      In the event that an Employee has satisfied the eligibility
                  requirements, but is not employed on the applicable Entry
                  Date, such Employee will become a Participant for the
                  purpose(s) for which an Employee had previously qualified upon
                  his or her rehire.

         (b)      Except as otherwise provided in the Adoption Agreement, all
                  Years of Service will be counted for purposes of determining
                  whether an Employee has satisfied the Plan's Service
                  eligibility requirement, if any. If a Participant has a Break
                  in Service or Period of Severance, Service before that Break
                  in Service or Period of Severance shall be reinstated as of
                  the date the Employee is credited with an Hour of Service
                  after incurring such Break in Service or Period of Severance.

         (c)      In the event an Employee who is not a member of an eligible
                  class of Employees becomes a member of an eligible class, such
                  Employee shall participate immediately if such Employee has
                  satisfied the minimum age and Service requirements and would
                  have previously become a Participant had he or she been in an
                  eligible class.

         (d)      A former Participant shall be eligible to authorize Elective
                  Deferrals and may make other Employee Contributions as
                  permitted under the Plan as of the date on which the
                  individual is rehired. Such contributions shall resume
                  immediately (or as soon as administratively feasible) on or
                  after his or her date of rehire. A former Employee who had
                  become a Participant for the purpose of Employer contributions
                  shall again become a Participant with respect to Employer
                  Contributions on the date on which the individual is rehired.

         (e)      An Employee who has become a Participant under the Plan will
                  remain a Participant for as long as an account is maintained
                  under the Plan for his or her benefit, or until his or her
                  death, if earlier.

         (f)      Each Employee will share in Employer contributions for the
                  period beginning on the date the Employee commences
                  participation under the Plan and ending on the date on which
                  such Employee terminates employment with the Employer or is no
                  longer a member of an eligible class of Employees.

2.2 DETERMINATION OF ELIGIBILITY The Plan Administrator shall determine the
eligibility of each Employee for participation in the Plan based upon
information provided by the Employer. Such determination shall be conclusive and
binding on all individuals except as otherwise provided herein or by operation
of law.

2.3 CHANGE IN CLASSIFICATION OF EMPLOYMENT In the event a Participant becomes
ineligible to participate because he or she is no longer a member of an eligible
class of Employees (as elected by the Employer in the Adoption Agreement),
Elective Deferrals and/or other Employee contributions will cease as soon as
administratively practicable after the Participant becomes ineligible. Such
Participant shall participate for the purpose(s) for which


                                       27
<PAGE>


the Participant had previously qualified immediately (or as soon as
administratively feasible) upon his or her return to an eligible class of
Employees.

2.4 PARTICIPATION A Year of Service for participation in the Plan is an
eligibility computation period during which an Employee completes the Hours of
Service requirement [one-thousand (1,000) hours or less] elected by the Employer
in the Adoption Agreement. If the Plan utilizes the Elapsed Time method of
crediting Service, an eligibility computation period for which the Employee
receives credit for a Year of Service will be determined under the Service
crediting rules of paragraph 1.117.

The initial eligibility computation period shall be the twelve (12) consecutive
month period beginning on the Employee's employment commencement date (the first
day an Employee completes an Hour of Service for the Employer). The Plan will
measure succeeding eligibility computation periods based on the Plan Year,
unless otherwise elected in the Adoption Agreement. Where the subsequent
computation periods are calculated on the basis of the Plan Year, an Employee
who receives credit for the required number of Hours of Service during the
initial computation period and then earns an additional Year of Service credit
during the Plan Year commencing during the subsequent twelve (12) month period
will be credited with two (2) Years of Service for purposes of eligibility to
participate.

An Employer may specify in the Adoption Agreement a Service requirement for
eligibility for participation in the Plan after completion of a specified number
of months or Hours of Service. Any Service requirement based on months of
Service may not require an Employee to complete more than one (1) Year of
Service [one-thousand (1,000) Hours of Service] in a twelve (12) consecutive
month period, or if applicable, two (2) Years of Service.

2.5 EMPLOYMENT RIGHTS Participation in the Plan shall not confer upon a
Participant any employment rights, nor shall it interfere with the Employer's
right to terminate the employment of any Employee at any time.

2.6 SERVICE WITH CONTROLLED GROUPS All Years of Service with other members of a
controlled group of corporations [as defined in Code Section 414(b)], trades or
businesses under common control [as defined in Code Section 414(c)], or members
of an affiliated service group [as defined in Code Section 414(m)] and any other
entity required to be aggregated with the Employer pursuant to Code Section
414(o) shall be credited for purposes of determining an Employee's eligibility
to participate.

2.7 LEASED EMPLOYEES A Leased Employee shall be treated as an Employee of the
recipient Employer. Notwithstanding the foregoing, a Leased Employee shall not
be considered an Employee of the recipient Employer for purposes of
participation in any Plan established under a Nonstandardized Adoption
Agreement, unless otherwise elected in the Adoption Agreement. Contributions or
benefits provided by the leasing organization which are attributable to services
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 such
Employee is covered by a money purchase pension plan sponsored by the leasing
organization providing:

         (a)      a non-integrated Employer contribution rate of at least 10% 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, 132(f)(4), 402(e)(3),
                  402(h)(1)(B) or 403(b),

         (b)      immediate participation, and

         (c)      full and immediate vesting.

This exclusion is only available if Leased Employees do not constitute more than
20% of the recipient's Non-Highly Compensated work force. The Plan Administrator
must apply this paragraph 2.7 consistent with Code Sections 414(n) and 414(o)
and the Regulations issued thereunder. The Employer must specify in an addendum
to the Adoption Agreement the manner in which the Plan will determine the
allocation of Employer contributions and


                                       28
<PAGE>


Participant forfeitures on behalf of a Participant if the Participant is a
Leased Employee covered by a plan maintained by the leasing organization.

2.8 THRIFT PLAN The Employer may make an election in the Adoption Agreement to
require Employee after-tax contributions (Required After-tax Contributions) as a
condition of participation in the Plan. The Employer shall notify each eligible
Employee of his or her eligibility for participation prior to the appropriate
Entry Date. The Employee shall indicate his or her intention to join the Plan by
authorizing the Employer to withhold a percentage of his or her Compensation as
provided in the Plan. Such authorization shall be returned to the Employer
within the time prescribed. The Employee may decline participation by so
indicating in accordance with the procedures prescribed by the Employer. If the
Employee declines to participate, such Employee shall be given the opportunity
to join the Plan on any subsequent Entry Date.

2.9 TARGET BENEFIT PLAN A Target Benefit Plan may be established by executing a
Target Benefit Plan Adoption Agreement. The Employer shall notify each eligible
Employee of his or her eligibility for participation prior to the appropriate
Entry Date. The Employer will make contributions for each Participant in level
annual contributions which will fund the Participant's target benefit at the
Plan's Normal Retirement Age.

2.10 DAVIS-BACON PLAN A Davis-Bacon Plan may be established by executing a
Davis-Bacon Plan Adoption Agreement. The Employer shall notify each Employee
covered by any Davis Bacon or prevailing wage contract of his or her eligibility
for participation prior to the appropriate Entry Date. The Employer will make
contributions for each Participant in accordance with the formula or any public
contract subject to the Davis-Bacon Act or to any other Federal, state or
municipal prevailing wage law as specified in the Adoption Agreement or the
schedule attached thereto.

For the purposes of this paragraph, Employees covered by a Davis Bacon or
prevailing wage contract will be those who are included in a unit of Employees
covered by a collective bargaining agreement between the Employer and Employee
representatives, if retirement benefits were the subject of good faith
bargaining and if two percent or less of the Employees who are covered pursuant
to that agreement are professionals as defined in Section 1.410(b)-9 of the
Regulations. For this purpose, the term "Employee representatives" does not
include any organization more than half of whose members are Employees who are
owners, officers, or executives of the Employer.

2.11 WAIVER OF PARTICIPATION A Plan established under a standardized Adoption
Agreement may not permit an otherwise eligible Employee or Participant to elect
not to participate in the Plan. A Plan established under a Nonstandardized
Adoption Agreement may treat Employees who waive participation in the Plan as a
nondiscriminatory class of Employees who are ineligible to participate therein
by making the proper designation in the Adoption Agreement. Waivers of Plan
participation must not constitute cash or deferred arrangements [within the
meaning of Code Section 401(k)] or they shall be ineffective. A waiver shall not
be considered a cash or deferred arrangement if it is irrevocable, applies to
all Plans maintained by the Employer, and is made prior to the date on which the
Employee is first eligible to participate in the Plan of the Employer. The Plan
Administrator shall establish uniform and nondiscriminatory procedures as it
deems necessary to carry out this provision including, but not limited to, rules
prescribing the timing and filing of elections not to participate. The Plan
Administrator shall determine the propriety of any such waiver.

An Employee or Participant continues to earn credit for each Year of Service for
eligibility or vesting purposes he or she completes and his or her account (if
any) will share in the gains or losses of the Plan during the periods he or she
elects not to participate.

2.12 OMISSION OF ELIGIBLE EMPLOYEE If, in any Plan Year, an Employee who should
be included as a Participant in the Plan is erroneously omitted and discovery of
such omission is not made until after a contribution by his or her Employer for
the Plan Year has been made, the Employer shall make any such correction
regarding the Employee's eligibility under one of IRS approved correction
programs.


                                       29
<PAGE>


2.13 INCLUSION OF INELIGIBLE EMPLOYEE If, in any Plan Year, any person who
should not have been included as a Participant in the Plan is erroneously
included and discovery of such incorrect inclusion is not made until after a
contribution for the Plan Year has been made, the Employer shall not be entitled
to recover the contribution made with respect to the ineligible individual
regardless of the deductibility of the contribution in question. The
contribution and any earnings made with respect to the ineligible person shall
be forfeited in the Plan Year in which the discovery is made. If any person made
Elective Deferrals erroneously, the Elective Deferrals and the associated
earnings shall be distributed to that individual in the Plan Year in which the
discovery was made. Alternatively, the Employer may determine if an alternative
correction method may be available and use said method to make the correction.


                                       30
<PAGE>


                                   ARTICLE III

                             EMPLOYER CONTRIBUTIONS


3.1 CONTRIBUTION AMOUNT

         (a)      The Employer will make periodic contributions to the Plan in
                  accordance with the contribution formula or formulas elected
                  in the Adoption Agreement.

         (b)      The Employer shall also make Matching, Top-Heavy minimum
                  contributions and any other Employer contribution for the
                  benefit of Participants who are covered by USERRA. Employer
                  Matching Contributions under USERRA shall be made in the Plan
                  Year for which the Participant exercises his or her right to
                  make-up Elective Deferrals and/or other Employee contributions
                  for prior years. Top-Heavy minimum contributions and other
                  Employer contributions for USERRA protected Service shall be
                  made during the Plan Year in which the individual returns to
                  employment with the Employer.

         (c)      Employer contributions required under USERRA are not increased
                  or decreased with respect to Plan investment earnings for the
                  period to which such contributions relate. The Employer's
                  contribution for any Plan Year shall be subject to the
                  limitations on allocations contained in Article X.

3.2 CONTRIBUTION AMOUNT FOR A SIMPLE 401(k) PLAN If the Employer has executed
the SIMPLE 401(k) Adoption Agreement the provisions of the following paragraphs
shall apply for a Plan Year if the Employer is an Eligible Employer and no
contributions are made or benefits accrued for services during the Plan Year on
behalf of any Eligible Employee under any other plan, contract, pension or trust
described in Code Section 219(g)(5)(A) or (B) maintained by the Employer.

         (a)      SIMPLE 401(k) MATCHING CONTRIBUTION FORMULA - For each Plan
                  Year, the Employer shall contribute and allocate to each
                  Eligible Employee's account an amount equal to the Employee's
                  Elective Deferral contribution up to a limit of 3% of the
                  Employee's Compensation for the full Plan Year. If the
                  Employer elects in the Adoption Agreement to make the
                  Non-Elective Contribution as specified in paragraph 3.2(b)
                  below, this Matching Contribution will not be made.

         (b)      SIMPLE 401(k) NON-ELECTIVE CONTRIBUTION FORMULA - For any Plan
                  Year, the Employer may elect to contribute a Non-Elective
                  Contribution of 2% of Compensation for the full Plan Year for
                  each Eligible Employee who received at least $5,000 of
                  Compensation (or such lesser amount as elected by the Employer
                  in the SIMPLE 401(k) Plan Adoption Agreement) for the Plan
                  Year. The allocation thereof shall be unrelated to any
                  Participant Elective Deferral contributions made hereunder. If
                  the Employer elects in the Adoption Agreement to make the
                  Non-Elective Contribution for a Plan Year, the Employer shall
                  not make the Matching Contribution described in paragraph
                  3.2(a) above with respect to the same Plan Year. The Employer
                  shall notify Eligible Employees within a reasonable period of
                  time (before the sixtieth day) prior to the beginning of each
                  Plan Year of its election to make the 2% Non-Elective
                  Contribution in lieu of the Matching Contribution.

         (c)      The provisions of the Plan implementing the limitations of
                  Code Section 415 apply to contributions made pursuant to
                  paragraphs 3.2(a) and (b).

         (d)      In the event that the contribution and allocation formula
                  above results in an Excess Annual Addition, such excess shall
                  be corrected as provided for at paragraph 10.2 of the Basic
                  Plan Document #01. The Employer's contribution for any Plan
                  Year shall be subject to the overall limitations on
                  allocations contained in Article X.


                                       31
<PAGE>


         (e)      No other Employer or Employee contributions may be made to the
                  SIMPLE 401(k) Plan for the Plan Year other than Elective
                  Deferrals described in paragraph 4.8, Matching or Non-Elective
                  Contributions described in paragraphs 3.2(a) and (b), and
                  Rollover Contributions described in Regulations Section
                  1.402(c)-2, Q&A1 (a).

         (f)      In the event the deduction of a contribution made by the
                  Employer is disallowed under Code Section 404, such
                  contribution (to the extent disallowed) must be returned to
                  the Employer within one year of the disallowance of the
                  deduction.

         (g)      All benefits attributable to contributions described in
                  paragraphs 3.2(a) and (b) are nonforfeitable at all times, and
                  all previous contributions made under the Plan provisions are
                  nonforfeitable as of the beginning of the Plan Year the SIMPLE
                  401(k) provisions apply.

3.3 RESPONSIBILITY FOR CONTRIBUTIONS The Trustee, the Sponsor or the Custodian
shall not be required to determine if the Employer has made a contribution or if
the amount contributed from its general assets is in accordance with the Code
and the PROVISIONS elected in the Adoption Agreement. The Employer shall have
sole responsibility in this regard. The Trustee shall be accountable solely for
contributions actually received within the limits of Article X.

3.4 RETURN OF CONTRIBUTIONS Contributions made to the Plan by the Employer shall
be irrevocable except as provided below:

         (a)      Any contribution forwarded to the Trustee or Custodian due to
                  a mistake of fact, provided that the contribution is returned
                  to the Employer within one year of the date of the
                  contribution. The Trustee will not increase the amount of the
                  Employer contribution returnable under this paragraph 3.3 for
                  any earnings attributable to the contribution but the Trustee
                  will reduce the amount returned to the Employer for any losses
                  incurred attributable to the excess contribution.

         (b)      In the event that the Commissioner of Internal Revenue
                  determines that the Plan is not initially qualified under the
                  Internal Revenue Code, any contribution dependent on the
                  initial qualification by the Employer must be returned to the
                  Employer within one year after the date the initial
                  qualification is denied, but only if the application for the
                  qualification is made by the time prescribed by law for filing
                  the Employer's return for the taxable year in which the Plan
                  is adopted, or such later date as the Secretary of the
                  Treasury may prescribe.

         (c)      Contributions forwarded to the Trustee or Custodian are
                  presumed to be deductible and are conditioned on their
                  deductibility. Contributions which are determined by the
                  Internal Revenue Service to not be deductible will be returned
                  to the Employer.

3.5 MERGER OF ASSETS FROM ANOTHER PLAN

         (a)      The Employer may in its sole discretion direct the Trustee or
                  Custodian to accept assets from another Defined Contribution
                  Plan, or to transfer assets to another Defined Contribution
                  Plan, provided that such transfer satisfies the requirements
                  of Code Section 414(l) and the Regulations thereunder. The
                  Employer, Plan Administrator, Trustee or Custodian shall have
                  the right to refuse to accept or transfer assets for any
                  reason, provided that nothing in this paragraph 3.5 shall give
                  the Trustee or Custodian the right to refuse to make a direct
                  transfer of an Eligible Rollover Distribution if requested to
                  do so by a Participant in accordance with paragraph 6.10.

         (b)      When the transferor plan is a money purchase pension plan and
                  the transferee plan (the Plan established under this
                  document), is not a money purchase pension plan as set forth
                  in Code Section 401(a)(11)(B)(iii)(III), the Qualified Joint
                  and Survivor Annuity option may not be eliminated at least
                  with respect to the benefits which are transferred.


                                       32
<PAGE>


                  When the transferor plan is a profit-sharing, stock bonus or
                  cash or deferred arrangement [401(k) plan] which included the
                  Qualified Joint and Survivor Annuity provisions but was not
                  required to do so, upon the transfer of those assets, the
                  transferee plan may be amended to entirely eliminate the
                  annuity option.

3.6 COVERAGE REQUIREMENTS For purposes of coverage testing, a Participant is
treated as benefiting under the Plan for any Plan Year during which the
Participant received or is deemed to receive an allocation in accordance with
Code Section 1.410(b)-3(a). If the number of Participants who are eligible to
share in any contribution for a Plan Year is such that the Plan established
under a Nonstandardized Adoption Agreement would fail to meet the requirements
of Code Section 410(b)(1) or 410(b)(2)(A)(i), then the group of Participants
eligible to share in the contribution for the Plan Year will be increased to
include such minimum number of Participants who are not employed by the Employer
on the last day of the Plan Year and who did not meet the hours requirement, as
may be necessary to satisfy the applicable tests under the Code Sections
referenced above. The Participants who will become eligible to share in the
contribution will be those Participants when compared to Participants who are
similarly situated, are those who completed the greatest number of Hours of
Service in the Plan Year before the termination of their Service. If after such
allocation, the coverage requirements of the Code are still not satisfied,
allocation shall continue to be made to Participants with decreasing Hours of
Service until the coverage requirements of the ratio percentage test of Code
Section 410(b)(1)(A) are satisfied.

If after the application of the correction procedure in the preceding paragraph
the coverage requirements are still not satisfied, the Employer may apply the
same correction procedure to an otherwise excludable class of Employees until
the coverage requirements of the ratio percentage test of Code Section
410(b)(1)(A) are satisfied.

The preceding paragraph will not be construed to permit the reduction of any
Participant's account balance, and any amounts which were allocated to
Participants whose eligibility to share in the contribution did not result from
the application of the preceding paragraph will not be reallocated to satisfy
such requirements. Instead, the Employer will make an additional contribution
equal to the amount which the affected Participants would have received had they
been included initially in the allocation of the Employer's contribution, even
if it would cause the contributions of the Employer for the applicable Plan Year
to exceed the amount which is deductible by the Employer for such Plan Year
under Code Section 404. Any adjustments pursuant to this paragraph will be
considered a retroactive amendment of the Plan which was adopted by the last day
of the Plan Year.

Specifically excluded from the Code Section 410(b) coverage tests are those
Employees who are excluded from participation in the Plan for the entire Plan
Year which includes those Employees whose retirement benefits are subject to a
collective bargaining agreement, nonresident aliens, those Employees excluded
from Plan participation by age and Service requirements imposed by the Plan and
those Employees who incur a Separation from Service during the applicable Plan
Year and for the Plan Year fail to complete more than five hundred (500) Hours
of Service or three (3) consecutive calendar months under the Elapsed Time
method.

3.7 ELIGIBILITY FOR CONTRIBUTION The Employer will determine on the Adoption
Agreement the conditions which Participants must meet in order to receive an
allocation of an Employer contribution and any forfeitures, subject to the
following:

         (a)      In a Plan established under a standardized Adoption Agreement,
                  a Participant who is employed on the last day of the Plan Year
                  will share in the allocation of the Employer contribution and
                  that Plan Year without regard to the Participant's Hours of
                  Service.

                  In a Plan established under a standardized Adoption Agreement,
                  a Participant who completed more than five hundred (500) Hours
                  of Service or three (3) consecutive calendar months under the
                  Elapsed Time method will share in the allocation of Employer
                  contributions for the Plan Year, regardless of whether
                  employed on the last day of the Plan Year.


                                       33
<PAGE>


         (b)      In a Plan established under a Nonstandardized Adoption
                  Agreement, the Employer will elect in the Adoption Agreement
                  whether any Employer contribution will be allocated to any
                  Participant who does not complete the necessary Hours of
                  Service or consecutive calendar months requirement elected in
                  the Adoption Agreement, subject to the Top Heavy minimum
                  contribution requirements, if applicable.

                  In a Plan established under a Nonstandardized Adoption
                  Agreement, the Employer will elect in the Adoption Agreement
                  whether a Participant will receive an allocation of the
                  Employer's contribution if not employed on the last day of the
                  Plan Year.

         (c)      The Employer may elect in the standardized or Nonstandardized
                  Adoption Agreement any other conditions a Participant must
                  meet to receive an allocation under the Plan.

3.8 TARGET BENEFIT PLAN CONTRIBUTION The Employer's annual contribution to a
Target Benefit Plan shall be determined by a Stated Benefit Formula and
corresponding factor tables contained in the Adoption Agreement and shall be
allocated to Participants as provided in paragraph 5.3. This notwithstanding,
the Employer's contribution for any Plan Year shall be subject to the
limitations on allocations contained in Article X and shall not be less than the
minimum contribution required at Article XIV for Top-Heavy Plans. The annual
Employer contribution necessary to fund the stated benefit with respect to a
Participant will be determined each year as follows:

         (a)      STEP 1: PRESENT VALUE OF BENEFIT - If the Participant has not
                  yet reached Normal Retirement Age, calculate the present value
                  of the stated benefit by multiplying the stated benefit by the
                  factor that is the product of (i) the applicable factor in
                  Table I [if attained age is less than sixty-five (65)] or
                  Table IA [if attained age is greater than or equal to
                  sixty-five (65)], multiplied by (ii) the applicable factor in
                  Table III. If the Participant is at or beyond Normal
                  Retirement Age, calculate the present value of the stated
                  benefit by multiplying the stated benefit by the factor in
                  Table IV corresponding to that Normal Retirement Age.

         (b)      STEP 2: THEORETICAL RESERVE - The Theoretical Reserve is
                  determined according to (1) and (2) below:

                  (1)      Initial Theoretical Reserve. A Participant's
                           Theoretical Reserve as of the last day of the
                           Participant's first year of Projected Participation
                           (year 1) is zero. However, if this Plan is a Prior
                           Safe Harbor Plan with a Stated Benefit Formula that
                           takes into account Plan Years prior to the first Plan
                           Year and this Plan satisfies the safe harbor in
                           Regulations Section 1.401(a)(4)-8(b)(3)(C), the
                           Initial Theoretical Reserve is determined as follows:

                           (i)      Calculate as of the last day of the Plan
                                    Year immediately preceding year 1, the
                                    present value of the stated benefit using
                                    the actuarial assumptions, the provisions of
                                    the Plan, and the Participant's Compensation
                                    as of such date. For a Participant who is
                                    beyond Normal Retirement Age during year 1,
                                    the stated benefit will be determined using
                                    the actuarial assumptions, the provisions of
                                    the Plan, and the Participant's Compensation
                                    as of such date, except that the straight
                                    life annuity factor used in that
                                    determination will be the factor applicable
                                    for the Participant's Normal Retirement Age.

                           (ii)     Calculate as of the last day of the Plan
                                    Year immediately preceding year 1 the
                                    present value of future Employer
                                    contributions, i.e., the contributions due
                                    each Plan Year using the actuarial
                                    assumptions, the provisions of the Plan,
                                    (disregarding those provisions of the Plan
                                    providing for the limitations of Code
                                    Section 415 or the minimum contributions
                                    under Code Section 416), and the
                                    Participant's Compensation as of such date,
                                    beginning with year 1 through the end of the
                                    Plan Year in which the Participant attains
                                    Normal Retirement Age.

                           (iii)    Subtract the amount determined in (ii) from
                                    the amount determined in (i).


                                       34
<PAGE>


                  (2)      Accumulate the Initial Theoretical Reserve determined
                           in (1) and the Employer contribution (as limited by
                           Code Section 415, without regard to any required
                           minimum contributions under Code Section 416) for
                           each Plan Year beginning in year 1 up through the
                           last day of the current Plan Year (excluding
                           contributions, if any, for the current Plan Year)
                           using the Plan's interest assumption in effect for
                           each such year. In any Plan Year following the Plan
                           Year in which the Participant attains Normal
                           Retirement Age, the accumulation is calculated
                           assuming an interest rate of 0%.

                  For purposes of determining the level of annual Employer
                  contribution necessary to fund the stated benefit, the
                  calculations in (1) and (2) above will be made as of the last
                  day of each Plan Year, on the basis of the Participant's age
                  on the Participant's last birthday, using the interest rate in
                  effect on the last day of the prior year.

         (c)      STEP 3: UNFUNDED AMOUNT - The excess, if any, of the amount
                  determined in Step 1 over the amount determined in Step 2.

         (d)      STEP 4: CONTRIBUTION - Amortize the result in Step 3 by
                  multiplying it by the applicable factor from Table II. For the
                  Plan Year in which the Participant attains Normal Retirement
                  Age and for any subsequent Plan Year, the applicable factor is
                  1.0.

3.9 DAVIS-BACON PLAN CONTRIBUTION The Employer will irrevocably contribute the
amount determined in accordance with the contribution formula or formulas
elected on the Davis-Bacon Adoption Agreement. An Employer may take credit for
purposes of the Davis-Bacon Act or other prevailing wage law at the hourly rate
specified in an addendum attached to the Davis-Bacon Adoption Agreement.
Contributions made by the Employer to this Davis-Bacon plan for the Davis-Bacon
work performed by the Employer's covered Employees during the Plan Year may be
used as an offset for any Employer contributions to be made to another Defined
Contribution Plan sponsored by the Employer. The Employer may make Qualified
Non-Elective Contributions to the Plan, designated as "Davis-Bacon or Prevailing
Wage Contributions", in order to satisfy the Employer's obligations under the
Davis-Bacon Act, or any other Federal, state or municipal Davis-Bacon or
prevailing wage law. Contributions made on behalf of Participants who do not
perform prevailing wage work cannot be used as a credit towards meeting the
Employer's obligation under the prevailing wage plan.

3.10 UNIFORM DOLLAR CONTRIBUTION The Employer's contribution to a plan utilizing
a uniform dollar allocation formula for a Plan Year shall be the same dollar
amount to each Participant regardless of Compensation, Years of Service, age or
any other variable set forth in the Adoption Agreement.

3.11 UNIFORM POINTS CONTRIBUTION The Employer's contribution to a Plan utilizing
a uniform points allocation formula for a Plan Year shall be in the same ratio
that each Participant's points, as elected in the Adoption Agreement, bears to
the total points awarded to all Participants for the Plan Year.

3.12 403(b) MATCHING CONTRIBUTION If a tax-exempt Employer elects in the 401(k)
Adoption Agreement to make a Matching Contribution based on the Employee's
Elective Deferral contributions under the Code Section 403(b) Plan, the Employer
shall make a Matching Contribution to the Matching Contribution Account of those
Participants who make Elective Deferrals (while an Employee and a Participant in
the Plan) and who are eligible under the Adoption Agreement to receive the
Matching Contribution. Any such Matching Contribution made to the Plan will be
allocated under the formula elected in the Adoption Agreement. In the event the
rate of Matching Contribution is determined to be discriminatory in favor of one
or more Highly Compensated Employees, that part of the Matching Contribution as
is necessary to make such rate nondiscriminatory shall be forfeited. Any such
amounted forfeited shall be disregarded under the Plan's provisions relating to
Code Sections 401(k)(3) and 401(m)(2).


                                       35
<PAGE>


                                   ARTICLE IV

                             EMPLOYEE CONTRIBUTIONS


4.1 VOLUNTARY AFTER-TAX CONTRIBUTIONS If elected by an Employer in the Adoption
Agreement, a Participant may make Voluntary After-tax Contributions to the Plan.
These contributions are not excludable from the Participant's gross income. Such
contributions must be made in a uniform and nondiscriminatory manner. Such
contributions are subject to the limitations on Annual Additions and are subject
to antidiscrimination testing. Any Voluntary After-tax Contribution will not be
a condition precedent to the contribution or allocation of any Employer
contribution to the Participant. Under any Plan which can be established
hereunder and if permitted in the Plan's loan policy document, a Participant may
repay a defaulted loan with after-tax dollars. The Employer may permit buy-back
of amounts previously forfeited with after-tax dollars even if Voluntary
After-tax Contributions are not permitted in the Plan. Any buy-back of amounts
previously forfeited must be subject to uniform and nondiscriminatory rules
which do not operate in favor of Highly Compensated Employees. Repayment of
loans made to a Participant and buy-backs of cash-outs as described in Code
Section 411(a)(7)(B) will not be considered Annual Additions as described in
Regulations Section 1.415-6(b)(6). These amounts are not subject to the
limitation contained in Code Section 401(m) in the year in which made, as they
are not considered Annual Additions pursuant to Code Section 415.

4.2 REQUIRED AFTER-TAX CONTRIBUTIONS If elected by the Employer in the Adoption
Agreement, each Eligible Participant shall be required to make Required
After-tax Contributions to the Plan as a condition of participation in the Plan.
Such contributions shall be withheld from the Employee's Compensation and shall
be transmitted by the Employer to the Trustee/Custodian. A Participant may
discontinue participation or change his or her contribution percentage in
accordance with either an election on the Adoption Agreement or uniform and
nondiscriminatory rules established by the Employer. If a Participant
discontinues his or her contributions, such Participant may not again authorize
such contributions until a change is permitted in accordance with uniform and
nondiscriminatory rules established by the Employer. The Employer may reduce a
Participant's contribution percentage if required to satisfy the ACP Test
described in Article XI.

4.3 QUALIFIED VOLUNTARY CONTRIBUTIONS A Participant may no longer make Qualified
Voluntary Contributions to the Plan. Amounts already contributed may remain in
the Plan until distributed to the Participant. Such amounts will be maintained
in a separate account which will be nonforfeitable at all times. The account
will share in the gains and losses of the Trust in the same manner as described
at paragraph 5.5 of the Plan. No part of the Qualified Voluntary Contribution
Plan account will be used to purchase life insurance. Subject to Article VIII,
Joint and Survivor Annuity Requirements (if applicable), the Participant may
withdraw any part of the Qualified Voluntary Contribution account by making
written application to the Plan Administrator.

4.4 ROLLOVER CONTRIBUTIONS Unless elected otherwise in the Adoption Agreement, a
Participant/Employee may make a Rollover Contribution to a Defined Contribution
Plan established hereunder of all or any part of an amount distributed or
distributable to him or her from a Qualified Plan or an individual retirement
account (IRA) qualified under Code Section 408 where the IRA was used as a
conduit from a Qualified Plan provided:

         (a)      the amount distributed to the Participant/Employee is
                  deposited to the Plan no later than the sixtieth day after
                  such distribution was received by the Participant/Employee,

         (b)      the amount distributed is not one of a series of substantially
                  equal periodic payments made for the life (or life expectancy)
                  of the Participant/Employee or the joint lives (or joint life
                  expectancies) of the Participant/Employee and the
                  Participant's/Employee's Beneficiary, or for a specified
                  period of ten (10) years or more,

         (c)      the amount distributed is not a required minimum distribution
                  under Code Section 401(a)(9),


                                       36
<PAGE>


         (d)      if the amount distributed included property, such property is
                  rolled over only upon the Trustee, Custodian and/or Employer's
                  approval, or if sold, the proceeds of such property may be
                  rolled over,

         (e)      the amount distributed would otherwise be includible in gross
                  income (determined without regard to the exclusion for net
                  unrealized appreciation with respect to Employer securities),
                  and

         (f)      the amount rolled over does not include any amounts
                  contributed on an after-tax basis by the Participant to the
                  Qualified Plan.

The Plan Administrator shall be held solely responsible for determining the tax
free status of any Rollover Contribution made to this Plan, and the
Trustee/Custodian shall have no responsibility for any such determination.

4.5 PLAN TO PLAN TRANSFER CONTRIBUTIONS

         (a)      If elected by the Employer in the Adoption Agreement, a
                  Participant or an Employee may arrange for the direct transfer
                  of his or her entire benefit from another Qualified Plan to
                  the Plan established hereunder. Such transfer shall be made
                  for any reason and may be in cash and/or in-kind. The Employer
                  and/or the Trustee/Custodian in their sole discretion shall
                  have the right to refuse to accept a transfer for any reason
                  including but not limited to if such assets do not comply
                  operationally, would result in a prohibited transaction, are
                  not readily marketable or are not compatible with the
                  Employer's investment policy objectives. If necessary, for
                  accounting and recordkeeping purposes, Transfer Contributions
                  shall be treated in the same manner as Rollover Contributions.

         (b)      The Employer may arrange for the direct transfer of a
                  Participant's/Employee's benefit from a Qualified Plan to this
                  Plan. If necessary, for accounting and recordkeeping purposes,
                  Transfer Contributions shall be treated in the same manner as
                  Rollover Contributions.

         (c)      In the event the Employer accepts a Transfer Contribution from
                  a Plan in which the Participant/Employee was directing the
                  investment of his or her account, the Employer may, if the
                  Employer determines that it is appropriate and not in
                  violation of the nondiscrimination rules under Regulation
                  Section 1.401(a)(4)-4, permit the Employee to continue to
                  direct his or her investments in accordance with paragraph
                  12.7 with respect only to such Transfer Contribution.

         (d)      Notwithstanding any provision of this Plan to the contrary, to
                  the extent that any optional form of benefit under the Plan
                  established hereunder permits a distribution prior to the
                  Employee's Normal Retirement Age, death, Disability, or
                  severance from employment, and prior to Plan termination, the
                  optional form of benefit is not available with respect to
                  benefits attributable to assets (including the post-transfer
                  earnings thereon) and liabilities that are transferred, within
                  the meaning of Code Section 414(1), to this Plan from a money
                  purchase pension plan qualified under Code Section 401(a)
                  (other than any portion of those assets and liabilities
                  attributable to Voluntary After-tax Contributions).

4.6 VOLUNTARY DIRECT TRANSFERS BETWEEN PLANS A Participant or Employee shall be
able to transfer his or her entire benefit between qualified Defined
Contribution Plans [other than a direct transfer described in Code Section
401(a)(31)] without regard to whether the Participant's benefit is immediately
distributable or results in the elimination or reduction of Code Section
411(d)(6) protected benefits. Such a transfer does not violate Code Section
411(d)(6) if the following requirements are met:

         (a)      The plan from which the benefits are transferred must provide
                  that the transfer is conditioned upon a voluntary, fully
                  informed election by the Participant to transfer his or her
                  entire benefit to another qualified Defined Contribution Plan.
                  As an alternative to the transfer, the Participant must be
                  offered the opportunity to retain the Participant's Code
                  Section 411(d)(6) protected benefits under the Plan [or if the
                  Plan is terminating, to receive any optional form of benefit
                  for which the Participant is eligible under the Plan as
                  required by Code Section 411(d)(6)].


                                       37
<PAGE>


         (b)      The transferring plan must be the same plan type as the Plan
                  sponsored by the Employer. When benefits are being transferred
                  from a qualified cash or deferred arrangement under Code
                  Section 401(k), the benefits must be transferred to a
                  qualified cash or deferred arrangement under Code Section
                  401(k). Money purchase pension plans must be transferred to
                  money purchase pension plans. Benefits transferred from a
                  profit-sharing plan other than a 401(k) plan or employee stock
                  ownership plan may be transferred to any type of Defined
                  Contribution Plan, even if the event is not one that allows a
                  distribution.

         (c)      The transfer must be made in connection with certain corporate
                  transactions such as an asset or stock acquisition, merger or
                  other similar transaction involving a change in Employer of
                  the Employees of a trade or business [i.e., an acquisition or
                  disposition within the meaning of Regulation Section
                  1.410(b)-2(f)] or in connection with the Participant's
                  transfer of employment to a different job for which Service
                  does not result in additional allocations under the transferor
                  plan.

         (d)      This type of elective transfer is only available for transfers
                  made on or after September 6, 2000, even if the transaction or
                  change of employment occurred prior to that date.

         (e)      If the conditions outlined in (a), (b), (c) and (d) above are
                  met, the Employer's Plan is not required to protect optional
                  forms of benefits available under the prior plan with respect
                  to any benefit transferred [except as required by the
                  Qualified Joint and Survivor Annuity requirements under Code
                  Sections 401(a)(11) and 417]. Such a transfer is not a
                  protected optional form of benefit, but rather is a "right or
                  feature" under Regulation Section 1.401(a)(4)-4(e).

4.7 ELECTIVE DEFERRALS IN A 401(k) PLAN

         (a)      A Participant may enter into a Salary Deferral Agreement with
                  the Employer authorizing the Employer to withhold a portion of
                  such Participant's Compensation not to exceed the dollar limit
                  under Code Section 402(g), as adjusted under Code Section
                  415(d), for the Applicable Calendar Year, or the percentage or
                  dollar amount of Compensation specified in the Adoption
                  Agreement.

         (b)      Any Salary Deferral Agreement may not be effective earlier
                  than the latest date of the following:

                  (1)      The date of the Participant's entry (or reentry) into
                           the Plan;

                  (2)      the execution of the Participant's Salary Deferral
                           Agreement;

                  (3)      the date the Employer adopts the 401(k) Plan by
                           executing the Adoption Agreement;

                  (4)      the Effective Date of the Elective Deferral
                           provisions as specified in the Adoption Agreement.

         (c)      Any such contribution shall be credited to the Employee's
                  Elective Deferral account. A Participant may terminate
                  deferrals at any time. A Participant may amend his or her
                  Salary Deferral Agreement to increase or decrease his or her
                  deferral percentage upon notice in accordance with the
                  provisions in the Adoption Agreement or such other uniform and
                  nondiscriminatory procedures. The Employer shall determine the
                  permitted frequency of such changes which shall be no less
                  frequently than once each calendar year. Any such election
                  will be effective as soon as practicable following the receipt
                  of the notification by the Employer in accordance with uniform
                  and nondiscriminatory procedures established and communicated
                  to the Participants. The Participant shall notify the Employer
                  of any change in his or her deferral election in writing or in
                  such other form or manner as permitted. The Employer may,
                  notwithstanding any limit to the contrary in the Adoption
                  Agreement, limit the maximum deferral percentage for Highly
                  Compensated Employees. If a Participant terminates his or her
                  agreement, such Participant shall be permitted to put a new
                  Salary Deferral Agreement into effect as provided in the
                  Adoption Agreement or any other uniform and nondiscriminatory
                  procedures established.


                                       38
<PAGE>


                  The Employer may also amend or terminate said agreement on
                  notice to the affected Participant, if required to maintain
                  the qualified status of the Plan.

         (d)      If permitted by the Employer, when a Participant who has not
                  authorized the Employer to withhold the maximum annual
                  deferral amount pursuant to Code Section 402(g) and desires to
                  increase the total amount withheld for a Plan Year, the
                  Participant may authorize the Employer to withhold a
                  supplemental amount up to 100% of his or her Compensation for
                  one or more pay periods. In no event may the amounts withheld
                  under the Salary Deferral Agreement plus any additional amount
                  deferred exceed the lesser of 25% of a Participant's
                  Compensation or any other limitation elected in the Adoption
                  Agreement by the Employer.

         (e)      If the Plan permits Voluntary After-tax Contributions and the
                  Employer has elected in the Adoption Agreement, all or any
                  portion of amounts previously withheld under any Salary
                  Deferral Agreement may be recharacterized as Voluntary
                  After-tax Contributions within the Plan Year.

         (f)      Elective Deferrals shall be deposited in the Plan's Trust as
                  soon as administratively feasible after being withheld from
                  the Participant's Compensation at the earliest date on which
                  the contributions can reasonably be segregated from the
                  Employer's general assets, but no later than the time
                  prescribed by the Code, ERISA or by applicable Treasury or
                  Department of Labor Regulations.

4.8 ELECTIVE DEFERRALS IN A SIMPLE 401(k) PLAN

         (a)      An Eligible Employee may enter into a Salary Deferral
                  Agreement with the Employer authorizing the Employer to
                  withhold a portion of such Eligible Employee's Compensation,
                  not to exceed $6,000 per calendar year, as adjusted to reflect
                  any annual cost-of-living increases announced by the Internal
                  Revenue Service. No Eligible Employee shall be permitted to
                  make Elective Deferrals 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 in at the beginning of such taxable
                  year. The $6,000 limit may be reduced if an Eligible Employee
                  contributes pre-tax contributions to Qualified Plans of other
                  employers.

         (b)      In addition to any other election periods provided, each
                  Participant may make or modify his Salary Deferral Agreement
                  during the sixty (60) day election period immediately
                  preceding each January 1.

         (c)      For the Plan Year in which an Eligible Employee becomes
                  eligible to make Elective Deferrals under the SIMPLE 401(k)
                  Plan provisions, the sixty (60) day election period
                  requirement of paragraph 4.8(b) above is deemed satisfied if
                  the Eligible Employee may make or modify a Salary Deferral
                  Agreement election during a sixty (60) day period that
                  includes either the date the Employee becomes eligible, or the
                  day before.

         (d)      An Eligible Employee may amend his or her Salary Deferral
                  Agreement to increase or decrease the percentage upon proper
                  and timely notice to the Employer. The Employer shall
                  determine the permitted frequency of such changes. An Eligible
                  Employee may terminate his or her Salary Deferral Agreement at
                  any time during the Plan Year upon notice to the Employer. If
                  an Eligible Employee terminates his or her Salary Deferral
                  Agreement, such Eligible Employee will be permitted to execute
                  a new Salary Deferral Agreement in accordance with the
                  provisions elected in the Adoption Agreement or any other
                  uniform and nondiscriminatory procedure. The Employer may also
                  amend or terminate any Salary Deferral Agreement on notice to
                  the affected Eligible Employee, if required to maintain the
                  qualified status of the Plan.

         (e)      If permitted by the Employer, a Participant who has not
                  authorized the Employer to withhold at the maximum annual
                  deferral amount and desires to increase the total amount
                  withheld for a Plan Year, such Participant may authorize the
                  Employer to withhold an amount up to 100% of his or her
                  Compensation for one or more pay periods.


                                       39
<PAGE>


         (f)      Elective Deferrals shall be deposited in the Plan's Trust as
                  soon as administratively feasible after being withheld from
                  the Participant's Compensation at the earliest date on which
                  the contributions can reasonable be segregated from the
                  Employer's general assets but no later than the time
                  prescribed by the Code, ERISA or by applicable Treasury or
                  Department of Labor Regulations.

         (g)      The Employer will notify each Eligible Employee prior to the
                  sixty (60) day election period described in paragraph 4.8(b)
                  that he or she can make an Elective Deferral or modify a prior
                  election during that period.

         (h)      The notification described in this subparagraph 4.8(h) will
                  indicate whether the Employer will provide a Matching
                  Contribution described in paragraph 3.2(a) or a 2%
                  Non-Elective Contribution described in paragraph 3.2(b).

         (i)      The Plan is not treated as a Top-Heavy Plan under Code Section
                  416 for any Plan Year for which the SIMPLE 401(k) Plan
                  provisions apply.

4.9 AUTOMATIC ENROLLMENT

         (a)      If the Employer so elects in the Adoption Agreement, each
                  Employee eligible under the Employer's Code Section 401(k)
                  cash or deferred arrangement shall automatically become a
                  Participant in the Plan as of the first Entry Date after
                  satisfying the Plan's eligibility requirements. The Employer
                  may elect on the Adoption Agreement to apply the automatic
                  enrollment provisions to current Employees and Participants or
                  only to Employees hired on or after the Effective Date of the
                  adoption of or the amendment to the Plan providing for the
                  automatic enrollment provisions. If the Employer elects the
                  provision to apply to current Employees, the Employer will
                  apply the automatic enrollment provision to Employees and
                  Participants who are deferring at less than the amount elected
                  on the Adoption Agreement on or after the Effective Date of
                  the adoption of or the amendment to the Plan, except for those
                  Employees and Participants who make an affirmative election to
                  receive the Compensation in cash.

         (b)      After satisfying the Plan's eligibility requirements, each
                  Employee will have his or her Compensation automatically
                  reduced by the percentage elected in the Adoption Agreement.
                  These amounts will be contributed to the Plan. An election by
                  the Employee not to make Elective Deferrals or to contribute a
                  different percentage may be made at any time. The election is
                  effective for the first pay period and subsequent pay periods
                  (until superseded by a subsequent election) if filed when the
                  Employee is hired, or within a reasonable period thereafter
                  ending before the Compensation for the first pay period is
                  currently made available. In the event an Employee has
                  Elective Deferrals withheld pursuant to this provision and no
                  investment directive has been received, any cash received
                  shall be invested as provided for in paragraph 13.8 herein. If
                  an Employee elects to receive cash in lieu of Elective
                  Deferrals and the election is made when the Employee is hired
                  or within a reasonable period thereafter ending before the
                  Compensation is currently available, then no Elective
                  Deferrals for the first pay period or subsequent pay periods
                  are made on the Employee's behalf to the Plan until the
                  Employee makes a subsequent affirmative election to reduce his
                  or her Compensation. Elections filed at a later date are
                  effective for payroll periods beginning in the month next
                  following the date the election is filed.

         (c)      For those current Participants who are deferring at a
                  percentage or dollar amount less than the amount elected on
                  the Adoption Agreement, the Employer will in the first payroll
                  period after the effective date of the amendment reduce the
                  Participant's Compensation by the difference between the
                  Participant's current deferral election and the election as
                  stated on the Adoption Agreement.

         (d)      At the time an Employee is hired, the Plan Administrator shall
                  provide the Employee a notice that explains the automatic
                  enrollment provision. This notice will also explain the
                  Employee's right to elect to have no such Elective Deferrals
                  made to the Plan or to alter the amount of those
                  contributions. This notice will include the procedure for
                  exercising the right and the timing for implementation of any
                  such election. The Plan Administrator shall provide each
                  Participant in the Plan with an annual notice of his or her
                  Elective Deferral percentage and each Participant's right to
                  change the percentage, including the procedure for exercising
                  that right and the timing for


                                       40
<PAGE>


                  implementation of any such election. Prior to an Employee's
                  automatic enrollment becoming effective, the Plan
                  Administrator will provide such Employee with appropriate
                  guidance as to the procedures then in effect, for the Employee
                  to make alternative elections referenced above. Each Employee
                  deferring Compensation pursuant to this paragraph shall be
                  deemed to have consented to an Elective Deferral contribution
                  in the amount specified by the Employer in the Adoption
                  Agreement, unless he/she has filed an election to the contrary
                  with the Plan Administrator pursuant to the Plan's
                  administrative procedures.

4.10 MAKE-UP CONTRIBUTIONS UNDER USERRA A Participant who has the right to
make-up Elective Deferrals, Voluntary After-tax Contributions and/or Required
After-tax Contributions under USERRA shall be permitted to increase his or her
Elective Deferral with respect to a make-up year without regard to any provision
limiting contributions for such Plan Year. Make-up contributions shall be
limited to the maximum amount permitted under the Plan and the statutory
limitations applicable with respect to the make-up year. Employee-related
make-up contributions must be made within the time period beginning on the date
of reemployment and continuing for the lesser of five (5) years or three (3)
times the period of military service.


                                       41

<PAGE>
                                    ARTICLE V

                              PARTICIPANT ACCOUNTS


5.1 SEPARATE ACCOUNTS The Plan Administrator or its agent shall establish a
separate recordkeeping account for each Participant showing the fair market
value of his or her Plan benefits. Each Participant's account may be separated
for recordkeeping purposes into the following sub-accounts:

         (a)      Employer contributions:

                  (1)      Non Safe-Harbor Matching Contribution Formula 1
                           Contributions

                  (2)      Non Safe-Harbor Matching Contribution Formula 2
                           Contributions

                  (3)      Qualified Matching Contributions

                  (4)      Qualified Non-Elective Contributions

                  (5)      Discretionary Contributions

                  (6)      Safe Harbor Matching Contributions

                  (7)      Safe Harbor Non-Elective Contributions

                  (8)      Davis-Bacon Contributions

                  (9)      Target Benefit Contributions

                  (10)     SIMPLE 401(k) Matching Contributions

                  (11)     SIMPLE 401(k) Non-Elective Contributions

                  (12)     Money Purchase Pension Plan Contributions

         (b)      Employee contributions:

                  (1)      Voluntary After-tax Contributions

                  (2)      Qualified Voluntary Contributions

                  (3)      Elective Deferrals

                  (4)      Required After-tax Contributions

                  (5)      Rollover Contributions

                  (6)      Transfer Contributions

                  (7)      Elective Deferrals in a SIMPLE 401(k) Plan


5.2 VALUATION DATE The Trustee shall value the Trust at the fair market value as
of each Valuation Date and those Valuation Dates elected in the Adoption
Agreement or as directed in writing by the Plan Administrator.

         (a)      Plan Administrators utilizing a daily valuation system for
                  Participant recordkeeping purposes shall process any
                  contributions, distributions, investment income or loss, any
                  appreciation or depreciation, investment transactions
                  (including a purchase or sale of an investment alternative)
                  and any other transactions which affect a Participant on each
                  business day that securities are traded on the New York Stock
                  Exchange or any other national securities market. Individual
                  Participant recordkeeping accounts are updated in accordance
                  with paragraph 5.3 hereof as of each Valuation Date specified
                  in the Adoption Agreement or such other date as elected by the
                  Plan Administrator.

                                       42
<PAGE>

         (b)      Plan Administrators utilizing a balance forward valuation
                  system for Participant recordkeeping purposes will process
                  contributions, distributions, investment income or loss,
                  investment transactions (including a purchase or sale of an
                  investment alternative) and any other transactions at the Plan
                  level on the Valuation Date and those other Valuation Dates as
                  specified in the Adoption Agreement or any other date(s) as
                  the determined by the Plan Administrator. Individual
                  Participant recordkeeping accounts will be updated within the
                  allocation period on the date or dates determined by the Plan
                  Administrator with respect to contributions and distributions.
                  Investment earnings will be allocated at the end of the
                  valuation period. Any other transactions which affect
                  Participant accounts will be posted or allocated to individual
                  Participant accounts on the next following Valuation Date
                  unless the Plan Administrator elects, in a uniform and
                  nondiscriminatory manner, to allocate such transactions as
                  they occur. The Employer may utilize a daily valuation system
                  for a portion of the Plan and a balance forward valuation
                  system for the balance of the Plan.

All allocations for a particular Plan Year will be made as of the last Valuation
Date(s) of that Plan Year or such other dates determined by the Plan
Administrator.

5.3 ALLOCATIONS TO PARTICIPANT ACCOUNTS As of each Valuation Date elected by the
Employer in the Adoption Agreement and/or on any date within the allocation
period selected in writing by the Plan Administrator, each Participant's account
shall be adjusted to reflect:

         (a)      the Participant's share of the Employer's contribution and
                  forfeitures as determined in the Adoption Agreement,

         (b)      any Employee contributions,

         (c)      any repayment of amounts previously distributed to a
                  Participant upon a separation from Service and repaid by the
                  Participant since the last Allocation Date,

         (d)      the Participant's proportionate share of any investment
                  earnings and increase in the fair market value of the Trust
                  since the last Allocation Date, and

         (e)      loan repayments of principal and interest.

The Employer shall deduct from each account:

         (f)      any withdrawals or payments made from the Participant's
                  account since the last Allocation Date,

         (g)      the Participant's proportionate share of any decrease in the
                  fair market value of the Trust since the last allocation Date,
                  and

         (h)      the Participant's proportionate share of any fees and expenses
                  paid from the Plan.

5.4 ALLOCATING EMPLOYER CONTRIBUTIONS

         (a)      The Employer must specify in the Adoption Agreement the manner
                  in which the Employer's contribution shall be allocated to
                  Participants including any minimum contribution for Top-Heavy
                  Plans. Employer contributions shall be allocated to all
                  Participants eligible to receive a contribution as provided in
                  the Adoption Agreement.

         (b)      Notwithstanding any provision of this Plan to the contrary,
                  Participants will accrue the right to share in allocations of
                  Employer contributions with respect to periods of qualified
                  military service as provided in Code Section 414(u).

         (c)      At the end of each Plan Year the Plan Administrator shall
                  redetermine any Matching Contribution for each Participant
                  based on his or her eligible annual Compensation in accordance
                  with the Matching Contribution formula elected by the Employer
                  in the Adoption Agreement. Any Participant for whom any
                  Matching Contribution has not been sufficiently made in
                  accordance

                                       43
<PAGE>

                  with the Matching Contribution formula elected by the Employer
                  shall receive an additional Matching Contribution so that the
                  total annual deferrals (whether pre-tax or after-tax)
                  reflected as a percentage of eligible annual Compensation are
                  matched in accordance with the Matching Contribution formula
                  ("true-up" of Matching Contributions) selected by the Employer
                  in the Adoption Agreement. If no election is made on the
                  Adoption Agreement, no true-up of Matching Contributions will
                  occur.

5.5 ALLOCATING INVESTMENT EARNINGS AND LOSSES Account balances are adjusted to
reflect actual income and investment gains and losses from the period beginning
on the day following the last Valuation Date and ending on the current Valuation
Date. Each Participant's account shall receive a proportionate share of the
actual income and investment gains and losses during the period. The value of
accounts for allocation purposes shall be based on the value of all Participant
accounts (without regard to any portion of any such account attributable to
segregated investments) as of the last Valuation Date less withdrawals,
distributions and expenses plus any contributions including deferrals (whether
pre-tax or after-tax) if any, paid from the Trust since the last Valuation Date.
Investment gains and losses shall be credited to all Participant accounts having
a balance on the Valuation Date regardless of the vested status of such account
and regardless of the Participant's employment status. The Plan Administrator
shall also have the right to adopt an alternative procedure for allocating
income and investment gains and losses provided that such alternative procedure
is uniform and does not discriminate in favor of Highly Compensated Employees.
Any change in procedure shall be effective as of the next following Valuation
Date or such other date as agreed to by the Employer and the Plan Administrator.
Accounts with segregated investments shall receive the income or loss on such
segregated investments. Investment gains or losses are determined separately for
each investment alternative offered under the Plan.

         (a)      The value of a Participant's account invested in a mutual fund
                  (Registered Investment Company) will equal the value of a
                  share in such fund multiplied by the number of shares credited
                  to the Participant's account.

         (b)      In the case of any pooled investment vehicle, earnings, gains
                  or losses on the pooled investment vehicle will be allocated
                  among the Participant's accounts in proportion to the value of
                  each Participant's account invested in that investment vehicle
                  immediately prior to the Valuation Date. The gain or loss
                  attributed to each investment vehicle will be credited to or
                  charged against the Participants' account. Alternatively, the
                  Plan Administrator or his designate may establish unit values
                  for each pooled investment vehicle offered under the Plan in
                  accordance with uniform procedures established by the Plan
                  Administrator for this purpose. The value of the portion of a
                  Participant's account invested in a pooled investment vehicle
                  will equal the value of a unit in such investment vehicle
                  multiplied by the number of units credited to the account.

         (c)      In the case of any investment that is held specifically for a
                  Participant's account, any gain or loss on such investment
                  will be charged or credited to that Participant's account.

5.6 ALLOCATION ADJUSTMENTS The Plan Administrator or his designate, if
applicable, shall have the right to redetermine the value of Participant
accounts if a previous allocation or valuation was performed incorrectly. Such
redetermination shall be made without regard to the reason for the incorrect
allocation. Such reasons may include, but are not limited to, incorrect
contribution or Employee information provided by the Employer or representative
of the Employer, incorrect valuation of Plan assets, incorrect determination of
investment income and gains or losses, improper interpretation of the Plan's
allocation formulas or procedures, erroneous omission of Top-Heavy minimum
contributions and failure to transmit, receive or interpret amendments to the
allocation formulas, methods or procedures. Subject to express limits that may
be imposed under the Code, the Plan Administrator reserves the right to delay
the processing of any contribution, distribution or other transaction for any
legitimate business reason (including, but not limited to, failure of systems or
computer programs, failure of means of transmission of data, force majeure, the
failure of any Service Provider to timely receive values or prices, or to
correct for its errors omissions or the errors or omissions of any Service
Provider). After having made any necessary adjustments, the Plan Administrator
or his designate, if applicable, may issue either revised or adjusted statements
to Participants with an explanation of the allocation adjustments.

                                       44
<PAGE>

5.7 PARTICIPANT STATEMENTS The Plan Administrator shall prepare a statement for
each Participant not less frequently than annually. Statements may be prepared
more frequently as agreed between the Plan Administrator and the Service
Provider or other entity responsible for the maintenance of Plan records or for
valuing Plan assets. Each statement shall show the additions to and subtractions
from the Participant's account for the period since the last such statement and
shall show the fair market value of the Participant's account as of the current
statement date.

5.8 CHANGES IN METHOD AND TIMING OF VALUING PARTICIPANTS' ACCOUNTS If necessary
or appropriate, the Plan Administrator may establish different or additional
uniform and nondiscriminatory procedures for determining the fair market value
of Participant's accounts under the Plan.

                                       45
<PAGE>

                                   ARTICLE VI

                      RETIREMENT BENEFITS AND DISTRIBUTIONS


6.1 NORMAL RETIREMENT BENEFITS A Participant shall be entitled to receive the
balance held in his or her account upon attaining his or her Normal Retirement
Age or at such earlier dates as the provisions of this Article VI may permit. If
a Participant elects to continue working past his or her Normal Retirement Age,
he or she will continue as an active Participant. Unless the Employer elects
otherwise in the Adoption Agreement, distribution shall be made to such
Participant at his or her request prior to his or her actual retirement.
Distribution shall be made in the normal form, or if elected, in one of the
optional forms of payment provided below.

6.2 EARLY RETIREMENT BENEFITS An Early Retirement benefit may be available if
elected in the Adoption Agreement to individuals who meet the age and Service
requirements specified in the Adoption Agreement. A Participant who attains his
or her Early Retirement Date will become fully vested, regardless of any vesting
schedule which otherwise might apply. If a Participant separates from Service
with a nonforfeitable benefit before satisfying the age requirements, but after
having satisfied the Service requirement, the Participant will be entitled to
elect an Early Retirement benefit upon satisfaction of the age requirement.

6.3 BENEFITS ON TERMINATION OF EMPLOYMENT

         (a)      If a Participant terminates employment prior to Normal
                  Retirement Age, such Participant shall be entitled to receive
                  the vested balance held in his or her account payable at
                  Normal Retirement Age in the normal form, or if elected, in
                  one of the other forms of payment provided hereunder. If
                  applicable, the Early Retirement benefit provisions may be
                  elected. Notwithstanding the preceding, a former Participant
                  may, if allowed in the Adoption Agreement, make application to
                  the Employer requesting early payment of any deferred vested
                  and nonforfeitable benefit due.

         (b)      If a Participant terminates employment, and the value of the
                  Participant's Vested Account Balance is not greater than
                  $5,000, the Participant may receive a lump sum distribution of
                  the value of the entire vested portion of such account balance
                  and the nonvested portion will be treated as a forfeiture. The
                  Plan Administrator shall follow a consistent and
                  nondiscriminatory policy, as may be established, regarding
                  immediate cash-outs of Vested Account Balances.

         (c)      For purposes of this Article, if the value of a Participant's
                  Vested Account Balance is zero, the Participant shall be
                  deemed to have received a distribution of such Vested Account
                  Balance immediately following termination. If the Participant
                  is reemployed prior to incurring five (5) consecutive one (1)
                  year Breaks in Service or Periods of Severance, he or she will
                  be deemed to have immediately repaid such distribution.
                  Notwithstanding the above, if the Employer maintains or has
                  maintained a policy of not distributing any amounts until the
                  Participant's Normal Retirement Age, the Employer can continue
                  to uniformly apply such policy.

         (d)      If a Participant terminates employment with a Vested Account
                  Balance greater than $5,000, and elects (with his or her
                  Spouse's consent, if required) to receive 100% of the value of
                  his or her Vested Account Balance in a lump sum, the nonvested
                  portion will be treated as a forfeiture. The Participant (and
                  his or her Spouse, if required) must consent to any
                  distribution when the Vested Account Balance described above
                  exceeds $5,000.

         (e)      If a Participant who is not 100% vested receives or is deemed
                  to receive a distribution pursuant to this paragraph and
                  resumes employment covered under this Plan, the Participant
                  shall have the right to repay to the Plan the full amount of
                  the distribution attributable to both Employer contributions
                  and Elective Deferrals on or before the earlier of the date
                  the Participant incurs five (5) consecutive one (1) year
                  Breaks in Service following the date of distribution or five
                  (5) years after the first date on which the Participant is
                  subsequently reemployed. In such event, the Participant's
                  account shall be restored to the value thereof at the time the
                  distribution was made.

                                       46
<PAGE>

                  The account may be further increased by the Plan's income and
                  investment gains and/or losses on the undistributed amount
                  from the date of the distribution to the date of repayment.

         (f)      If the Participant's Vested Account Balance is greater than
                  $5,000, a Participant shall have the option to postpone
                  payment of his or her Plan benefits until his or her Required
                  Beginning Date. If elected in the Adoption Agreement, any
                  balance in a Participant's account resulting from his or her
                  Employee contributions listed at paragraph 5.1(b), hereof, not
                  previously withdrawn, may be withdrawn by the Participant
                  immediately following separation from Service.

         (g)      If a Participant ceases to be an active Employee as a result
                  of a Disability, such Participant shall have the right to make
                  an application for a disability retirement benefit payment.
                  The Participant's account balance will be deemed "immediately
                  distributable" as set forth in paragraph 6.4, and will be
                  fully vested pursuant to paragraph 9.2.

         (h)      If elected in the Adoption Agreement, when a terminating
                  Participant or Employee does not make a timely election with
                  respect to the cash out distribution of amounts greater than
                  $1,000 but less than or equal to $5,000, pursuant to Code
                  Sections 411(a)(7), 411(a)(11) and 417(e)(7), the Plan
                  Administrator will make a direct rollover into an individual
                  retirement account or annuity ("IRA"). The Plan Administrator
                  will select the IRA trustee or custodian, establish the IRA
                  and make the initial IRA investment selection.

6.4 RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS

         (a)      An account balance is immediately distributable if any part of
                  the account balance could be distributed to the Participant
                  (or Surviving Spouse) before the Participant attains (or would
                  have attained if not deceased) the later of the Normal
                  Retirement Age or age sixty-two (62).

         (b)      If payment in the form of a Qualified Joint and Survivor
                  Annuity is required and the value of a Participant's Vested
                  Account Balance exceeds $5,000, or there are remaining
                  payments to be made with respect to a particular distribution
                  option that previously commenced, and the account balance is
                  immediately distributable, the Participant and his or her
                  Spouse (or where either the Participant or the Spouse has
                  died, the survivor) must consent to any distribution of such
                  account balance.

         (c)      If payment in the form of a Qualified Joint and Survivor
                  Annuity is not required with respect to a Participant and the
                  value of a Participant's Vested Account Balance exceeds
                  $5,000, and the account balance is immediately distributable,
                  only the Participant must consent to any distribution of such
                  account balance.

         (d)      The consent of the Participant and/or the Spouse shall be
                  obtained in writing or in such other form accepted by the Plan
                  Administrator within the ninety (90) day period ending on the
                  Annuity Starting Date, which is the first day of the first
                  period for which an amount is paid as an annuity or in any
                  other form. The Plan Administrator shall notify the
                  Participant and the Participant's Spouse of the right to defer
                  any distribution until the Participant's account balance is no
                  longer immediately distributable. Such notification shall
                  include a general description of the material features, and an
                  explanation of the relative values of, the optional forms of
                  benefit available under the Plan in a manner that would
                  satisfy the notice requirements of Code Section 417(a)(3), and
                  shall be provided no less than thirty (30) days and no more
                  than ninety (90) days prior to the Annuity Starting Date.

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

                                       47
<PAGE>

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

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

                  If a distribution is one to which Code Section 417 does apply,
                  the distribution may commence less than thirty (30) days, but
                  not less than seven (7) days after the notice required under
                  Regulations Section 1.411(a)-11(c) is given, provided that the
                  conditions of sub-paragraphs (1) and (2) above are satisfied
                  with regard to both the Participant and the Participant's
                  Spouse.

         (f)      Notwithstanding the foregoing, only the Participant need
                  consent to the commencement of a distribution in the form of a
                  Qualified Joint and Survivor Annuity while the account balance
                  is immediately distributable. Furthermore, if payment in the
                  form of a Qualified Joint and Survivor Annuity is not required
                  with respect to the Participant pursuant to paragraph 8.7 of
                  the Plan, only the Participant need consent to the
                  distribution of an account balance that 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 or constitutes Excess Deferrals, Excess
                  Contributions or Excess Aggregate Contributions. 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.

6.5 NORMAL AND OPTIONAL FORMS OF PAYMENT

         (a)      The normal form of payment for a profit sharing, 401(k) or
                  SIMPLE 401(k) plan satisfying the requirements of paragraph
                  8.7 herein shall be a lump sum.

         (b)      A Plan other than a money purchase pension plan, a target
                  benefit plan or a profit-sharing plan required to provide a
                  Joint and Survivor benefit may be amended to eliminate or
                  restrict optional payment forms provided that a single lump
                  sum payment options remains available, that is an otherwise
                  identical distribution form to the eliminated or restricted
                  option, except with respect to the timing of payments after
                  commencement. The form must have the same (or less
                  restrictive) timing of distribution, medium of distribution
                  and eligibility conditions that were available for the
                  eliminated forms of payment, and any such amendment will not
                  be effective until the earlier of ninety (90) days after the
                  date that Plan Participants are provided with the written
                  notice of the Plan amendment in the form of a summary of
                  material modification (SMM) or the first day of the second
                  Plan Year after the Plan Year in which the amendment is
                  adopted.

                  Each optional form of benefit provided under a standardized or
                  non-standardized safe-harbor plan (other than any that have
                  been prospectively eliminated) must be currently available to
                  all Employees benefiting under the Plan. This is the case
                  regardless of whether a particular form of benefit is the
                  actuarial equivalent of any other optional form of benefit
                  under the Plan. Code Section 411(d)(6) prevents a Plan from
                  being amended to eliminate or restrict optional forms of
                  benefits and any other Code Section 411(d)(6) protected
                  benefits with respect to benefits attributable to Service
                  before the amendments except as expressly provided under the
                  Regulations Section 1.411(d)-4.

         (c)      For money purchase and target benefit plans, the normal form
                  of payment hereunder shall be a Qualified Joint and Survivor
                  Annuity as provided under Article VIII. Effective January 1,
                  2002, the Employer may elect in the Adoption Agreement to
                  eliminate any periodic payment options that are not required
                  by the Qualified Joint and Survivor Annuity rules such as but
                  not limited to installment payments.

                                       48
<PAGE>

         (d)      The normal form of payment shall be automatic, unless the
                  Participant files a written request with the Employer prior to
                  the date on which the benefit is automatically payable,
                  electing another option available under the Plan.

         (e)      A Participant whose Vested Account Balance exceeds $5,000
                  shall (with the consent of his or her spouse, if applicable)
                  have the right to receive his or her benefit in a single lump
                  sum or in installment payments. Installment payments need not
                  be equal or substantially equal until such time as the
                  individual reaches his or her Required Beginning Date.
                  Installment payments which are intended to be equal or
                  substantially equal can be made monthly, quarterly,
                  semi-annually or annually based on any period not extending
                  beyond the Joint and Survivor life expectancy of the
                  Participant and his or her Beneficiary.

         (f)      Benefits payable under the Plan may be distributed in cash or
                  in-kind as elected in the Adoption Agreement.

         (g)      The Employer may elect on the Adoption Agreement to limit a
                  Participant's right to receive distributions in the form of
                  marketable securities (other than Employer securities) and to
                  require distributions in the form of cash only. Only the right
                  to receive a distribution in the form of cash, Employer
                  securities and/or other property that is not marketable is
                  protected. Any such amendment to the Plan will not be
                  effective until the earlier of ninety (90) days after the date
                  that Plan Participants are provided with the written notice of
                  the Plan amendment in the form of a summary of material
                  modification (SMM) or the first day of the second Plan Year
                  after the Plan Year in which the amendment is adopted.

         (h)      A Plan that permits its Participants to receive in-kind
                  distributions may limit the available in-kind distributions to
                  the investments listed in the Adoption Agreement and only to
                  the extent the investments are held in the Participant's
                  account at the time of the distribution. A Plan may be amended
                  to limit the investments which will be distributed in-kind.
                  The amendment must include all investments (other than
                  marketable securities for which cash may be substituted) that
                  are held in a Participant's account at the time of the
                  amendment and for which the Plan, prior to such amendment,
                  allowed for distribution of those investments in kind. The
                  right to an in-kind distribution for investments held at the
                  time of the distribution would only have to be protected to
                  the extent such investment was in the Participant's account at
                  the time the amendment was adopted or effective, if later. Any
                  such amendment will not be effective until the earlier of
                  ninety (90) days after the date that Plan Participants are
                  provided with the written notice of the Plan amendment in the
                  form of a summary of material modification (SMM) or the first
                  day of the second Plan Year after the Plan Year in which the
                  amendment is adopted.

         (i)      Promissory notes of Participants may be distributed in-kind
                  pursuant to the Employer's loan policy document.

         (j)      Distribution of benefits payable in the form of installments
                  shall be paid in cash.

         (k)      The propriety, amount, and form of any distribution made under
                  the terms of this Plan shall be determined by the Plan
                  Administrator. Upon such determination, the Plan Administrator
                  shall direct the Trustee or Custodian in writing or by any
                  such other means as expressly agreed upon, to make such a
                  distribution.

6.6 COMMENCEMENT OF BENEFITS

         (a)      Unless the Participant elects otherwise, distribution of
                  benefits will begin no later than the sixtieth day after the
                  close of the Plan Year in which the latest of the following
                  events occurs:

                                       49
<PAGE>

                  (1)      the Participant attains age sixty-five (65) (or
                           Normal Retirement Age if earlier),

                  (2)      the tenth anniversary of the year in which the
                           Participant commenced participation in the Plan, or

                  (3)      the Participant terminates Service with the Employer.

         (b)      Notwithstanding the foregoing, the failure of a Participant
                  and Spouse (if necessary) to consent to a distribution while a
                  benefit is immediately distributable within the meaning of
                  paragraph 6.4 hereof, shall be deemed an election to defer
                  commencement of payment of any benefit sufficient to satisfy
                  this paragraph.

         (c)      If elected in the Adoption Agreement, if a terminating
                  Participant or Employee does not make a timely election with
                  respect to the cash-out distribution pursuant to Code Sections
                  411(a)(7), 411(a)(11) and 417(e)(1), the Plan Administrator
                  will make a direct rollover into an individual retirement
                  account or annuity (IRA). The Plan Administrator will select
                  the IRA trustee or custodian, establish the IRA account and
                  make the initial IRA investment selection.

6.7 TRANSITIONAL RULES FOR CASH-OUT LIMITS This paragraph provides transitional
rules with regard to the cash-out limits for distributions made prior to October
17, 2000.

         (a)      DISTRIBUTIONS SUBJECT TO CODE SECTION 417 - If payments in the
                  form of a Qualified Joint and Survivor Annuity are required
                  with regard to a Participant, the rules in this sub-paragraph
                  6.7(a) are substituted for the rule in the first sentence of
                  paragraph 6.4(b). If the value of the Participant's Vested
                  Account Balance exceeds $5,000 (or at the time of any
                  distribution (1) in Plan Years beginning before August 6,
                  1997, exceeded $3,500 or (2) in Plan Years beginning after
                  August 5, 1997, exceeded $5,000), and the account balance is
                  immediately distributable, the Participant and the
                  Participant's Spouse (or where either the Participant or the
                  Spouse has died, the survivor) must consent to any
                  distribution of such account balance.

         (b)      DISTRIBUTIONS NOT SUBJECT TO CODE SECTION 417 - If payment in
                  the form of a Qualified Joint and Survivor Annuity is not
                  required with respect to a Participant, the rules in this
                  subparagraph 6.7(b) are substituted for the rules in paragraph
                  6.4(c).

                  If the value of a Participant's Vested Account Balance derived
                  from Employer and Employee contributions:

                  (1)      for Plan Years beginning before August 6, 1997,
                           exceeds $3,500 (or exceeded $3,500 at the time of any
                           prior distribution),

                  (2)      for Plan Years beginning after August 5, 1997,
                           exceeds $3,500 (or exceeded $3,500 at the time of any
                           prior distribution),

                  (3)      for Plan Years beginning after August 5, 1997 and for
                           a distribution made after March 21, 1999, that either
                           exceeds $5,000 or is a remaining payment under a
                           selected optional form of payment that exceeded
                           $5,000 at the time the selected payment began, and
                           the account balance is immediately distributable, the
                           Participant and the Participant's Spouse (or where
                           either the Participant or the Spouse had died, the
                           survivor) must consent to any distribution of such
                           account balance.

                                       50
<PAGE>

6.8 IN-SERVICE WITHDRAWALS If elected in the Adoption Agreement, an Employer may
elect to permit a Participant in the Plan to make an in-service withdrawal
subject to any limitation(s) specified in the Adoption Agreement.

         (a)      An Participant may withdraw all or any part of the fair market
                  value of his or her Voluntary or Required After-tax
                  Contributions as described in Article IV, other than Elective
                  Deferrals, upon request to the Plan Administrator unless
                  indicated otherwise on the Adoption Agreement. No amount will
                  be forfeited solely as a result of a Participant's withdrawal
                  of an amount pursuant to this paragraph 6.8. Employee Rollover
                  and Transfer Contributions and the income allocable to each
                  may be withdrawn at any time unless indicated otherwise on the
                  Adoption Agreement.

         (b)      Subject to Article VIII, Joint and Survivor Annuity
                  Requirements (if applicable) and pursuant to the Employer's
                  election in the Adoption Agreement, a Participant may be
                  eligible to withdraw any part of his or her Qualified
                  Voluntary Contribution account by making application to the
                  Plan Administrator. A request to withdraw amounts pursuant to
                  this paragraph must be consented to by the Participant's
                  Spouse unless the Plan satisfies the safe harbor under
                  paragraph 8.7 hereof. Spousal consent, if required, shall
                  comply with the requirements of paragraph 6.4 relating to
                  immediate distributions.

         (c)      A Participant may withdraw all or any part of the fair market
                  value of his or her pre-1987 Voluntary Contributions with or
                  without withdrawing the earnings attributable thereto.
                  Post-1986 Voluntary Contributions may only be withdrawn along
                  with a portion of the earnings thereon. The amount of the
                  earnings to be withdrawn is determined by using the formula:
                  DA [1-(V / V+E)], where DA is the distribution amount, V is
                  the amount of Voluntary Contributions and V+E is the amount of
                  Voluntary Contributions plus the earnings attributable
                  thereto. The aggregate value of the Participant's Vested
                  Account Balance derived from Employer and Employee
                  contributions (including Rollovers), whether vested before or
                  upon death, includes the proceeds of insurance contracts, if
                  any, on the Participant's life. The provisions of this Article
                  shall apply to a Participant who is vested in amounts
                  attributable to Employer contributions, Employee contributions
                  (or both) at the time of death or distribution.

         (d)      Under a Profit Sharing Plan to the extent that the Employer
                  elects in the Adoption Agreement, one of the following
                  conditions is required to withdraw all or any part of the
                  vested Non-Safe Harbor Matching Contributions and
                  discretionary contributions.

                  (1)      An Employee who has been a Participant in the Plan
                           for at least five (5) years may, prior to separating
                           from Service with the Employer, elect to withdraw all
                           or any part of the vested Non-Safe Harbor Matching
                           Contributions, and discretionary contributions.

                  (2)      Vested Non-Safe Harbor Matching and Non-Elective
                           Contributions which have been in the Plan for at
                           least two (2) years may be withdrawn.

                  (3)      A Participant who had attained age 59 1/2 may, prior
                           to separation from Service, elect to withdraw all of
                           any part of the vested Non-Safe Harbor Matching
                           Contributions and discretionary contributions.

         (e)      Unless otherwise elected by the Employer in the Adoption
                  Agreement, Elective Deferrals, Qualified Non-Elective
                  Contributions, Safe Harbor Matching and Non-Elective
                  Contributions, and Qualified Matching Contributions, and
                  income allocable to each, are not distributable to a
                  Participant earlier than upon separation from Service, death,
                  or Disability. Such amounts may also be distributed upon:

                                       51
<PAGE>

                  (1)      termination of the Plan without the establishment of
                           another Defined Contribution Plan other than an
                           employee stock ownership plan [as defined in Code
                           Section 4975(e)(7)] or a Simplified Employee Pension
                           Plan [as defined in Code Section 408(k)], or a SIMPLE
                           IRA plan [as defined in Code Section 408(p)],

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

                  (3)      the disposition by a corporation to an unrelated
                           entity of such corporation's interest in a subsidiary
                           [within the meaning of Code Section 409(d)(3)] if
                           such corporation continues to maintain this Plan, but
                           only with respect to Employees who continue
                           employment with such subsidiary,

                  (4)      the attainment of age 59 1/2, or

                  (5)      the hardship of a Participant as described in
                           paragraph 6.9.

         (f)      An in-service withdrawal shall not be eligible for redeposit
                  to the Trust. A withdrawal under this paragraph shall not
                  prohibit such Participant from sharing in any future Employer
                  contribution he or she would otherwise be eligible to receive.

         (g)      Money purchase pension plans and target benefit plans may not
                  allow in-service withdrawals prior to attainment of the Normal
                  Retirement Age as specified in the Adoption Agreement.

         (h)      Notwithstanding any provisions of the Plan to the contrary, to
                  the extent that any optional form of benefit under this Plan
                  permits a distribution prior to the Participant's retirement,
                  death, Disability, or separation from Service, and prior to
                  Plan termination, the optional form of benefits is not
                  available with respect to benefits attributable to assets
                  (including the post-transfer earnings thereon) and liabilities
                  that are transferred within the meaning of Code Section
                  414(l), to this Plan from a money purchase pension plan
                  qualified under Code Section 401(a) (other than any portion of
                  those assets and liabilities attributable to Voluntary
                  After-tax Contributions).

         (i)      A Participant may withdraw any amount attributable to
                  profit-sharing contributions, Elective Deferrals, Matching
                  Contributions, Rollover and Transfer Contributions, not in
                  excess of the vested amount of such contributions, if the
                  withdrawal is made after the Participant attains age 59 1/2,
                  as elected in the Adoption Agreement.

         (j)      PARTIALLY VESTED PARTICIPANTS - If a distribution is made at a
                  time when a Participant has a nonforfeitable right to less
                  than 100% of the account balance derived from Employer
                  contributions and the Participant may increase the
                  nonforfeitable percentage in the account:

                  (1)      a separate account will be established for the
                           Participant's interest in the Plan as of the time of
                           the distribution, and

                  (2)      at any relevant time the Participant's nonforfeitable
                           portion of the separate account will be equal to an
                           amount ("X") determined by the formula:

                               X = P [AB + D] - D

                  For purposes of applying the formula: "P" is the
                  nonforfeitable percentage at the relevant time, "AB" is the
                  account balance at the relevant time, "D" is the amount of the
                  distribution.

                                       52
<PAGE>

6.9 HARDSHIP WITHDRAWALS If elected in the Adoption Agreement, a Participant may
request a Hardship withdrawal as provided in this paragraph. If applicable,
Hardship withdrawals are subject to the spousal consent requirements in Code
Sections 401(a)(11) and 417. A request to withdraw amounts must be consented to
by the Participant's Spouse unless the Plan satisfies the safe harbor provisions
under paragraph 8.7 hereof. Spousal consent, if required, shall comply with the
requirements of paragraph 6.4 relating to immediate distributions.

If elected in the Adoption Agreement, a Participant shall be permitted to make a
Hardship withdrawal of any amount attributable to the vested portion of Elective
Deferral Contributions (and any earnings credited to a Participant's account as
of the later of December 31, 1988, and the end of the last Plan Year ending
before July 1, 1989). If elected in the Adoption Agreement, fully vested
profit-sharing contributions, Matching Contributions, Rollover Contributions,
Transfer Contributions and the income allocable to each (without regard to
attainment of age 59 1/2 or Disability) may be available for Hardship withdrawal
if the Participant establishes that an immediate and heavy financial need exists
and the withdrawal is necessary to satisfy such financial need. A Participant
may withdraw all or any part of the fair market value of his or her Voluntary or
Required After-tax Contributions due to a Hardship upon request to the Plan
Administrator. Such request shall be made in accordance with procedures adopted
by the Plan Administrator or his or her designate who shall have sole authority
to authorize and direct a Hardship withdrawal pursuant to the following rules:

         (a)      ADMINISTRATIVE REQUIREMENTS - A distribution will be
                  considered as necessary to satisfy an immediate and heavy
                  financial need of the Participant only if:

                  (1)      The Participant has obtained all distributions, other
                           than Hardship distributions, and all nontaxable loans
                           under all plans maintained by the Employer.

                  (2)      The Participant's Elective Deferrals, Voluntary
                           After-tax Contributions and Required After-tax
                           Contributions will be suspended for all plans
                           maintained by the Employer (other than benefits under
                           Code Section 125 plans) for twelve (12) months after
                           the receipt of the Hardship distribution.

                  (3)      The distribution is not in excess of the amount of
                           the immediate and heavy financial need described at
                           paragraph (b) including amounts necessary to pay any
                           Federal, state or local income taxes or penalties
                           reasonably anticipated to result from the
                           distribution.

                  (4)      All plans maintained by the Employer must provide
                           that a Participant may not make Elective Deferrals
                           for the Participant's taxable year immediately
                           following the taxable year of the Hardship
                           distribution in excess of the applicable limit under
                           Code Section 402(g) for such taxable year, less the
                           amount of such Participant's Elective Deferrals for
                           the taxable year during which the Hardship
                           distribution was received.

         (b)      EXCLUSIVE REASONS FOR HARDSHIP WITHDRAWAL - An immediate and
                  heavy financial need exists when the Hardship withdrawal will
                  be used to pay the following:

                  (1)      expenses incurred or necessary for medical care
                           [described in Code Section 213(d)] of the
                           Participant, his or her Spouse, children and other
                           dependents,

                  (2)      the cost directly related to the purchase (excluding
                           mortgage payments) of the principal residence of the
                           Participant,

                  (3)      payment of tuition and related educational expenses
                           (including but not limited to expenses associated
                           with room and board) for the next twelve (12) months
                           of post-secondary education for the Participant, his
                           or her Spouse, children or other dependents, or

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

                                       53
<PAGE>

         (c)      If a request for a Hardship withdrawal is approved by the Plan
                  Administrator, funds shall be withdrawn from the contribution
                  sources as elected in the Adoption Agreement unless provided
                  otherwise by the Plan Administrator in an administrative
                  procedure. Liquidation of a Participant's assets for the
                  purpose of a Hardship withdrawal will be allocated on a
                  pro-rata basis across all the investment alternatives in a
                  Participant's account, unless otherwise provided by
                  administrative procedure or by a directive from the Plan
                  Administrator or by the Plan Participant.

6.10 DIRECT ROLLOVER OF BENEFITS

         (a)      Notwithstanding any provision of the Plan to the contrary that
                  would otherwise limit a Participant's election under this
                  paragraph, for distributions made on or after January 1, 1993,
                  a Participant 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 or individual retirement account specified by
                  the Participant in a Direct Rollover. Any portion of a
                  distribution which is not paid directly to an Eligible
                  Retirement Plan or individual retirement account shall be
                  distributed to the Participant. For purposes of this
                  paragraph, a surviving Spouse or a Spouse or former Spouse who
                  is an alternate payee under a Qualified Domestic Relations
                  Order as defined in Code Section 414(p), will be permitted to
                  elect to have any Eligible Rollover Distribution paid directly
                  to an individual retirement account (IRA) or an individual
                  retirement annuity (IRA) or to another Qualified Plan in which
                  the alternate payee is a participant.

         (b)      If the entire Vested Account Balance is not eligible for a
                  Direct Rollover of benefits as described in (a) above, the
                  Participant may either make an elective transfer of the entire
                  Vested Account Balance pursuant to the procedure described at
                  paragraph 4.5 or a direct rollover of the portion which can be
                  rolled over as described in (a) above and an elective transfer
                  of the rest as described in paragraph 4.5 herein.

         (c)      After December 31, 2001, the elective transfer of
                  distributable benefits will be available only if the direct
                  rollover provisions of Code Section 401(a)(31) would not be
                  available to transfer the Participant's entire Vested Account
                  Balance to the transferee plan. This elective transfer option
                  will only be available in the following circumstances;

                  (1)      The Plan does not have a single sum distribution
                           option available. The benefits are distributable only
                           in a periodic payment method.

                  (2)      The distribution includes benefits that are not
                           eligible for rollover treatment, including benefits
                           attributable to After-tax Contributions, required
                           minimum distributions or other amounts that have
                           previously been included in income.

         (d)      Distributions that consist of the Participant's entire account
                  balance which is entirely eligible for rollover treatment will
                  be transferred as a direct rollover rather than an elective
                  transfer.

6.11 PARTICIPANT'S NOTICE In the event that a Participant's benefit becomes
payable under Plan terms or if a Participant requests distribution of his or her
benefit, the Plan Administrator shall provide such Participant with a notice
regarding distribution of such benefit. The notice shall describe any Plan
related information regarding the distribution including the Joint and Survivor
Annuity requirements provided at paragraph 6.4(d), if applicable, the normal and
optional forms of payment provided at paragraph 6.5, and the information
required in connection with an Eligible Rollover Distribution. Information in
connection with an Eligible Rollover Distribution shall include the right to
have the funds transferred directly to another Qualified Plan or individual
retirement account, the income tax withholding requirements, the rollover rules
with respect to amounts distributed to the Participant, the default direct
rollover provisions of Vested Account Balances greater than $1,000 but less than
or equal to $5,000 (any other appropriate information such as the name and
address, and telephone number of the IRA Trustee and information regarding IRA
maintenance and withdrawal fees and how the IRA funds will be invested) and the
general tax rules which apply to such distributions. Such notice shall be
provided to the Participant within the time period prescribed at paragraph
6.4(d) hereof or, if the safe harbor provisions of paragraph 8.7 are applicable,
not less than thirty (30) days prior to the Annuity Starting Date, subject to a
waiver period of a lesser number of days if elected by the

                                       54
<PAGE>

Participant and if applicable, their Spouse. A default direct rollover will
occur not less than thirty (30) days and not more than ninety (90) days after
such notice with the explanation of the default direct rollover is provided to
the separating Participant.

6.12 ASSETS TRANSFERRED FROM MONEY PURCHASE PENSION PLANS Notwithstanding any
provision of this Plan to the contrary, to the extent that any optional form of
benefit under this Plan permits a distribution prior to the Employee's
retirement, death, Disability, or severance from employment, and prior to Plan
termination, the optional form of benefit is not available with respect to
benefits attributable to assets (including the associated post-transfer
earnings) and liabilities that are transferred, within the meaning of Code
Section 414(l), to this Plan from a money purchase pension plan qualified under
Code Section 401(a) (other than any portion of those assets and liabilities
attributable to Voluntary After-tax Contributions).

6.13 ASSETS TRANSFERRED FROM A CODE SECTION 401(k) PLAN If the Plan receives a
direct transfer (by merger or otherwise) of Elective Deferrals (or amounts
treated as Elective Deferrals) under a Plan with a Code Section 401(k)
arrangement, the distribution restrictions of Code Sections 401(k)(2) and
401(k)(10) continue to apply to those transferred Elective Deferrals.

                                       55
<PAGE>

                                   ARTICLE VII

                            DISTRIBUTION REQUIREMENTS

7.1 JOINT AND SURVIVOR ANNUITY REQUIREMENTS All distributions made under the
terms of this Plan must comply with the provisions of Article VIII including, if
applicable, the safe harbor provisions thereunder.

7.2 MINIMUM DISTRIBUTION REQUIREMENTS All distributions required under this
Article shall be determined and made in accordance with the minimum distribution
requirements of Code Section 401(a)(9) and the Regulations issued thereunder,
including the minimum distribution incidental benefit rules found at Regulations
Section 1.401(a)(9)-2. The entire interest of a Participant must be distributed
or begin to be distributed no later than the Participant's Required Beginning
Date. Life expectancy and joint and last survivor life expectancies are computed
by using the expected return multiples found in Tables V and VI of Regulations
Section 1.72-9.

7.3 LIMITS ON DISTRIBUTION PERIODS 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 a combination thereof):

         (a)      the life of the Participant,

         (b)      the life of the Participant and their Beneficiary,

         (c)      a period certain not extending beyond the life expectancy of
                  the Participant, or

         (d)      a period certain not extending beyond the joint and last
                  survivor life expectancy of the Participant and their
                  Beneficiary.

7.4 REQUIRED DISTRIBUTIONS ON OR AFTER THE REQUIRED BEGINNING DATE

         (a)      If a Participant's benefit is to be distributed over (i) 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 Beneficiary or (ii) a
                  period not extending beyond the life expectancy of the
                  Beneficiary, the amount required to be distributed for each
                  calendar year, beginning with distributions for the First
                  Distribution Calendar Year, must at least equal the sum
                  obtained by dividing the Participant's benefit by the
                  Applicable Life Expectancy.

         (b)      For calendar years beginning before January 1, 1988, 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 the
                  distribution is paid within the life expectancy of the
                  Participant.

         (c)      For calendar years beginning after December 31, 1989, 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 (i) the Applicable Life
                  Expectancy or (ii) if the Participant's Spouse is not the
                  Beneficiary, the applicable divisor determined from the table
                  set forth in Q&A-4 of Regulations Section 1.401(a)(9)-2.
                  Distributions after the death of the Participant shall be
                  distributed using the Applicable Life Expectancy as the
                  relevant divisor without regard to Regulations Section
                  1.401(a)(9)-2.

         (d)      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 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.

                                       56
<PAGE>

         (e)      If the Participant's Benefit is distributed in the form of an
                  annuity, distributions thereunder shall be made in accordance
                  with the requirements of Code Section 401(a)(9) and the
                  Regulations thereunder.

         (f)      Distributions made to a Participant and the Participant's
                  Beneficiary shall be made in accordance with the incidental
                  death benefit requirements of Code Section 401(a)(9) and the
                  Regulations issued thereunder.

         (g)      For purposes of determining the amount of the required
                  distribution for each Distribution Calendar Year, the account
                  balance to be used is the account balance determined as of the
                  last Valuation Date preceding the Distribution Calendar Year.
                  This balance will be increased by the amount of any
                  contributions or forfeitures allocated to the account balance
                  after the Valuation Date in such preceding calendar year. Such
                  balance will also be decreased by distributions made after the
                  Valuation Date in such preceding Calendar Year.

         (h)      For purposes of paragraph 7.4(g), 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.

7.5 REQUIRED BEGINNING DATE If this Plan is an amendment or restatement of a
Plan which included the provisions of the minimum distribution rules as in
effect prior to the enactment of the Small Business Job Protection Act of 1996
(SBJPA), the Employer may elect in the Adoption Agreement to substitute the
minimum distribution rules in effect after the enactment of SBJPA. The Employer,
so electing, must also elect in the Adoption Agreement those transitional rules
that shall apply to its Plan.

         (a)      The Required Beginning Date for a Participant who is a 5%
                  owner with respect to the Plan Year ending in the calendar
                  year in which the Participant attains age 70 1/2 is the April
                  1 of the calendar year following the calendar year in which
                  the Participant attains age 70 1/2. Once distributions have
                  begun to a 5% owner under this paragraph, they must continue
                  to be distributed even if the Participant ceases to be a 5%
                  owner in any subsequent year.

         (b)      Unless the Employer has elected to continue to operate the
                  provisions of the minimum required distribution in accordance
                  with the provisions prior to the enactment of the SBJPA, or if
                  elected otherwise in the Adoption Agreement or by operation of
                  the Plan, the Required Beginning Date for a Participant who is
                  not a 5% owner is no later than the April 1 of the calendar
                  year following the later of the calendar year in which the
                  Participant attains age 70 1/2 or the calendar year in which
                  the Participant retires.

         (c)      If the Employer has elected to continue under the prior
                  provisions of the law, then except as provided below, the
                  Required Beginning Date is the April 1 of the calendar year
                  following the calendar year in which a Participant attains age
                  70 1/2.

                  (1)      A Participant who:

                           (i)      is not a 5% owner,

                           (ii)     has not had a Separation from Service,

                           (iii)    had attained age 70 1/2 prior to 1997, and

                           (iv)     had previously commenced required minimum
                                    distributions under the distribution rules
                                    (as then in effect) may elect to discontinue
                                    receiving distributions under the Plan. A
                                    Participant who makes such an election to
                                    discontinue distributions must establish a
                                    new Annuity Starting Date when benefits
                                    recommence under the Plan. A married
                                    Participant who is subject to the Qualified
                                    Joint and Survivor Annuity provisions of 8.9
                                    must obtain spousal consent to discontinue
                                    his or her distributions if distributions
                                    are in the form of a

                                       57
<PAGE>

                                    Qualified Joint and Survivor Annuity and to
                                    recommence benefits in a form other than a
                                    Qualified Joint and Survivor Annuity. Any
                                    such election will be made pursuant to the
                                    uniform and nondiscriminatory procedures
                                    established by the Plan Administrator.

                  (2)      A Participant who:

                           (i)      is not a more than 5% owner, and

                           (ii)     had attained age 70 1/2 in 1997 or in a
                                    later year (or attained age 70 1/2 in 1996,
                                    but had not commenced required minimum
                                    distributions in 1996) may elect to postpone
                                    distribution of the required minimum
                                    distributions until the Participant's
                                    Required Beginning Date as established in
                                    this paragraph. If a Participant attained
                                    age 70 1/2 in 1996, he or she must have
                                    elected under this paragraph to postpone
                                    distribution by December 31, 1997. If the
                                    Participant attains age 70 1/2 in 1997 or
                                    later, he or she must elect to postpone
                                    distributions under this paragraph not later
                                    than April 1 of the year following the year
                                    in which the Participant attained age 70
                                    1/2.

                           (iii)    Notwithstanding the foregoing, a Participant
                                    who is not a more than 5% owner, has not had
                                    a separation from service, and is currently
                                    in benefit payment status because of
                                    attainment of age 70 1/2 in 1997 or in a
                                    later year (or attained age 70 1/2 in 1996)
                                    may elect to discontinue receiving
                                    distributions under the Plan and recommence
                                    payments by April 1 of the calendar year in
                                    which the Participant retires. A Participant
                                    who makes such an election to discontinue
                                    distributions must establish a new Annuity
                                    Starting Date when benefits recommence under
                                    the Plan. A married Participant who is
                                    subject to the Qualified Joint and Survivor
                                    Annuity provisions of paragraph 8.9 must
                                    obtain spousal consent to discontinue his or
                                    her distributions if distributions are in
                                    the form of a Qualified Joint and Survivor
                                    Annuity and to recommence benefits in the
                                    form other than a Qualified Joint and
                                    Survivor Annuity. Any such election will be
                                    made pursuant to the uniform and
                                    nondiscriminatory procedures established by
                                    the Plan Administrator.

                  (3)      The Required Beginning Date for a Participant who:

                           (i)      had attained age 70 1/2 prior to January 1,
                                    1998, and

                           (ii)     was not a 5% owner at any time during the
                                    Plan Year ending with or within the calendar
                                    year in which the Participant attained age
                                    66 1/2 or any subsequent Plan Year, is April
                                    1 of the calendar year following the
                                    calendar year in which the Participant
                                    retires.

                  (4)      Except as provided above, the Required Beginning Date
                           for a Participant who was a 5% owner at any time
                           during the five (5) Plan Year period ending in the
                           calendar year in which the Participant attained age
                           70 1/2 is April 1 of the calendar year following the
                           calendar year in which the Participant attained age
                           70 1/2. For a Participant who became a 5% owner
                           during any Plan Year after the calendar year in which
                           the Participant attained age 70 1/2, the Required
                           Beginning Date is April 1 of the calendar year in
                           which such subsequent Plan Year ends.

For purposes of this Article, the term 5% owner shall have the same meaning as
the term is defined under Code Section 416. A Participant is treated as a 5%
owner under this paragraph if such Participant is a 5% owner at any time during
the Plan Year ending with or within the calendar year the Participant attains
age 70 1/2. Once distributions have begun to a 5% owner under this paragraph,
they must continue to be distributed even if the Participant ceases to be a 5%
owner in a subsequent year.

                                       58
<PAGE>

7.6 TRANSITIONAL RULES

         (a)      Notwithstanding the other requirements of this Article and
                  subject to the requirements of Article VIII, Joint and
                  Survivor Annuity Requirements, distribution on behalf of any
                  Employee, including a 5% owner may be made in accordance with
                  all of the following requirements, regardless of when such
                  distribution commences:

                  (1)      the distribution by the Trust is one which would not
                           have disqualified such Trust under Code Section
                           401(a)(9) as in effect prior to amendment by the
                           Deficit Reduction Act of 1984,

                  (2)      the distribution is in accordance with a method of
                           distribution designated by the Participant whose
                           interest in the Trust is being distributed or, if the
                           Participant is deceased, by a Beneficiary of such
                           Participant,

                  (3)      such designation was in writing, was signed by the
                           Participant or the Beneficiary, and was made before
                           January 1, 1984,

                  (4)      the Participant had accrued a benefit under the Plan
                           as of December 31, 1983, and

                  (5)      the method of distribution designated by the
                           Participant or the Beneficiary specifies the time at
                           which distribution will commence, the period over
                           which distributions will be made, and in the case of
                           any distribution upon the Participant's death, the
                           Beneficiaries of the Participant listed in order of
                           priority.

         (b)      A distribution upon death will not be covered by this
                  transitional rule unless the information in the designation
                  contains the required information described above with respect
                  to the distributions to be made upon the death of the
                  Participant.

         (c)      For any distribution which commences before January 1, 1984,
                  but continues after December 31, 1983, the Participant or the
                  Beneficiary to whom such distribution is being made, will be
                  presumed to have designated the method of distribution under
                  which the distribution is being made, if the method of
                  distribution was specified in writing and the distribution
                  satisfies the requirements in subparagraphs (a)(1) through (5)
                  above.

         (d)      If a designation is revoked, any subsequent distribution must
                  satisfy the requirements of Code Section 401(a)(9) and the
                  Regulations thereunder. If a designation is revoked subsequent
                  to the date distributions are required to begin, the Plan must
                  distribute by the end of the calendar year following the
                  calendar year in which the revocation occurs the total amount
                  not yet distributed which would have been required to have
                  been distributed to satisfy Code Section 401(a)(9) and the
                  Regulations thereunder, but for the Code Section 242(b)(2)
                  election of the Tax Equity and Fiscal Responsibility Act of
                  1982. For calendar years beginning after 1988, such
                  distributions must meet the minimum distribution incidental
                  benefit requirements in Section 1.401(a)(9)-2 of the Income
                  Tax Regulations. Any changes in the designation will be
                  considered to be a revocation of the designation. However, the
                  mere substitution or addition of another Beneficiary (one not
                  named in the designation) under the designation will not be
                  considered to be a revocation of the designation, so long as
                  such substitution or addition does not alter the period over
                  which distributions are to be made under the designation,
                  directly or indirectly (for example, by altering the relevant
                  measuring life). In the case in which an amount is transferred
                  or rolled over from one plan to another plan, the rules in Q&A
                  J-2 and Q&A J-3 of the Regulations shall apply.

7.7 DESIGNATION OF BENEFICIARY Each Participant shall file a written designation
of Beneficiary with the Plan Administrator upon qualifying for participation in
this Plan. Such designation shall remain in force until revoked by the
Participant by filing a new Beneficiary designation form with the Employer. A
profit-sharing or 401(k) Plan satisfying the requirements of paragraph 8.7
requires the Beneficiary shall be the Participant's Spouse, if any, unless such
Spouse properly consents otherwise.

                                       59
<PAGE>

7.8 BENEFICIARY

         (a)      For purposes of the Plan, a Beneficiary is the person or
                  persons designated as such in accordance with Code Section
                  401(a)(9) and the Regulations thereunder by the Participant or
                  by the Participant's surviving Spouse if the Participant's
                  surviving Spouse is entitled to receive distributions under
                  the Plan. Such a designation by the Participant's surviving
                  Spouse, however, shall relate solely to the distributions to
                  be made under the Plan after the death of both the Participant
                  and the surviving Spouse. A Beneficiary designation shall be
                  communicated to the Plan Administrator on a form or other type
                  of communication acceptable to the Plan Administrator for use
                  in connection with the Plan, signed by the designating person,
                  and subject to the last sentence of this subparagraph (a),
                  filed with the Plan Administrator in accordance with this
                  paragraph 7.8 not later than thirty (30) days after the
                  designating person's death. The form may name individuals,
                  trusts or estates to take upon the contingency of survival and
                  may specify or limit the manner of distribution thereto. In
                  the event a Participant or the Participant's surviving Spouse,
                  as the case may be, fails to properly designate a Beneficiary
                  (including, as improper, a designation to which the
                  Participant's surviving Spouse did not properly consent) or in
                  the event that no properly designated Beneficiary survives the
                  Participant or the Participant's surviving Spouse, as
                  applicable, then the Beneficiary of such person shall be his
                  surviving Spouse or, if none, his issue per stirpes or, if no
                  issue, the Participant's surviving parents in equal shares, or
                  if no surviving parents, then to the Participant's estate.

                  The Beneficiary designation last accepted by the Plan
                  Administrator during the designating person's lifetime before
                  such distribution is to commence shall be controlling and,
                  whether or not fully dispositive of the vested portion of the
                  account of the Participant involved, thereupon shall revoke
                  all such forms previously filed by that person.

         (b)      Notwithstanding subparagraph (a) of this paragraph 7.8, the
                  designation by a married Participant of any Beneficiary other
                  than the Participant's Spouse, or the change of any such
                  Beneficiary to a new Beneficiary other than the Participant's
                  Spouse, shall not be valid unless made in writing and
                  consented to by the Participant's Spouse. The Spouse's consent
                  to such designation must be made in the manner described in
                  this paragraph 7.8.

         (c)      Any Beneficiary designation made and in effect under a
                  Qualified Plan immediately prior to that Plan's amendment and
                  continuation in the form of this Plan shall be deemed to be a
                  valid Beneficiary designation filed under this Plan to the
                  extent consistent with this Plan. If such Beneficiary
                  designation was made with respect to a Qualified Plan that
                  permitted the Participant to designate without spousal consent
                  a Beneficiary to receive 50% of the Participant's account
                  balance in the event of the Participant's death, with respect
                  to such Beneficiary designation under this Plan, paragraph 7.8
                  shall be applied by application of 50% of the vested portion
                  of the Participant's account toward the purchase of a
                  Qualified Pre-Retirement Survivor Annuity and the balance of
                  the Participant's account shall be paid to the designated
                  Beneficiary pursuant to the provisions of Article VIII. In
                  such event, the amount of Voluntary After-tax Contributions
                  applied to the purchase of the annuity shall be in the same
                  proportion as the Voluntary After-tax Contributions bear to
                  the entire Participant's account.

7.9 DISTRIBUTION BEGINNING BEFORE DEATH This paragraph is applicable only after
the Participant's Required Beginning Date as elected by the Employer in the
Adoption Agreement. If the Participant dies after distribution of his or her
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.

7.10 DISTRIBUTION BEGINNING AFTER DEATH This paragraph is applicable before the
Participant's Required Beginning Date as elected by the Employer in the Adoption
Agreement, even if distributions have commenced from the Plan. If the
Participant dies before distribution of his or her 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 (a) or (b) below:

                                       60
<PAGE>

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

         (b)      if the Beneficiary is the Participant's surviving Spouse, the
                  date distributions are required to begin in accordance with
                  (a) above shall not be earlier than the later of (i) December
                  31 of the calendar year immediately following the calendar
                  year in which the Participant died or (ii) 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 paragraph 7.10 by
the time of his or her death, the Participant's Beneficiary must elect the
method of distribution no later than the earlier of (i) December 31 of the
calendar year in which distributions would be required to begin under this
section, or (ii) December 31 of the calendar year which contains the fifth
anniversary of the date of death of the Participant. If the Participant has no
Beneficiary, or if the Beneficiary does not elect a method of distribution, then
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. If the surviving Spouse dies after the Participant but before payments to
such Spouse begin, the provisions of this paragraph with the exception of
subparagraph (b) herein, shall be applied as if the surviving Spouse were the
Participant. For the purposes of this paragraph and paragraph 7.9, distribution
of a Participant's interest is considered to begin on the Participant's Required
Beginning Date (or, if the preceding sentence is applicable, the date
distribution is required to begin to the Surviving Spouse). If distribution in
the form of an annuity described in paragraph 7.4(d) irrevocably commences to
the Participant before the Required Beginning Date, the date distribution is
considered to begin is the date distribution actually commences.

7.11 DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS

         (a)      No Participant shall be permitted to defer under this Plan
                  with respect to a calendar year more than the maximum dollar
                  amount permitted under Code Section 402(g), as indexed, for
                  such calendar year. If a Participant defers more than the
                  maximum allowed due to mistake of fact, such Excess Elective
                  Deferrals shall be distributed to the Participant no later
                  than April 15 following the calendar year to which the excess
                  is attributable. If a Participant who participates in this
                  Plan and in another plan which permits Elective Deferrals
                  defers more than the Code Section 402(g) maximum, such
                  Participant shall have the right to notify one or both plans
                  by March 1 of the calendar year following the year to which
                  the excess is attributable requesting a distribution of the
                  Excess Elective Deferral. A Participant is deemed to notify
                  the Plan Administrator of any Excess Elective Deferrals that
                  arise by taking into account only those Elective Deferrals
                  made to the Plan of the Employer. If distribution is
                  requested, the applicable plan(s) shall make distribution of
                  the Excess Elective Deferrals, plus any income and minus any
                  loss allocable thereto, no later than April 15 following the
                  calendar year to which the excess is attributable. Excess
                  Elective Deferrals which are distributed on a timely basis
                  shall not be considered Annual Additions for the Limitation
                  Year during which such amounts are deferred.

         (b)      Excess Elective Deferrals shall be adjusted for any income or
                  loss up to the date of distribution. The income or loss
                  allocable to Excess Elective Deferrals is the sum of (1)
                  income or loss allocable to the Participant's Elective
                  Deferral account for the taxable year multiplied by a
                  fraction, the numerator of which is such Participant's Excess
                  Elective Deferrals for the year and the denominator is the
                  Participant's account balance attributable to Elective
                  Deferrals without regard to any income or loss occurring
                  during such taxable year; and (2) ten percent (10%) of the
                  amount determined under (1) multiplied by the number of whole
                  calendar months between the end of the Participant's taxable
                  year and the date of the distribution, counting the month of
                  the distribution if the distribution occurs after the
                  fifteenth (15th) of such month.

         (c)      The amount a Participant receives as a distribution of his or
                  her Excess Elective Deferrals is includible in income with
                  respect to the taxable year to which the excess is
                  attributable.

                                       61
<PAGE>

         (d)      Any income attributable to the Excess Elective Deferrals
                  determined in (b) above shall be includible in income with
                  respect to the taxable year in which the excess is
                  distributed.

7.12 DISTRIBUTION OF EXCESS CONTRIBUTIONS

         (a)      Excess Contributions plus any income and minus any loss
                  allocable thereto, shall be distributed to affected
                  Participants no later than the last day of the Plan Year
                  following the Plan Year to which the Excess Contributions are
                  attributable. Excess Contributions are allocated to the Highly
                  Compensated Employees with the largest amounts of Employer
                  contributions taken into account in calculating the ADP Test
                  for the year in which the excess arose beginning with the
                  Highly Compensated Employee with the largest amount of such
                  Employer contributions and continuing in descending order
                  until all the Excess Contributions have been allocated. For
                  purposes of the preceding sentence, the "largest amount" is
                  determined after distribution of any Excess Contributions. If
                  such Excess Contributions are distributed more than two and
                  one-half (2 1/2) months after the last day of the Plan Year to
                  which the Excess Contributions are attributable, a 10% excise
                  tax will be imposed on the Employer maintaining the Plan with
                  respect to the principal amount of the excess.

         (b)      Excess Contributions, including any amount recharacterized as
                  a Voluntary After-tax Contribution, shall be treated as Annual
                  Additions with respect to the Plan Year to which the excess is
                  attributable.

         (c)      Excess Contributions shall be adjusted for any income or loss
                  up to the date of distribution. The income or loss allocable
                  to Excess Contributions allocated to each Participant is the
                  sum of (1) income or loss allocable to the Participant's
                  Elective Deferral account (and, if applicable, the Qualified
                  Nonelective Contribution Account or the Qualified Matching
                  Contribution Account or both) for the Plan Year multiplied by
                  a fraction, the numerator of which is such Participant's
                  Excess Contributions for the year and the denominator is the
                  Participant's account balance attributable to Elective
                  Deferrals (and Qualified Nonelective Contributions or
                  Qualified Matching Contributions, or both, if any of such
                  contributions are included in the ADP test) without regard to
                  any income or loss occurring during such Plan Year; and (2)
                  ten percent (10%) of the amount determined under (1)
                  multiplied by the number of whole calendar months between the
                  end of the Plan Year and the date of distribution, counting
                  the month of distribution if the distribution occurs after the
                  fifteenth (15th) of such month.

         (d)      Excess Contributions shall be distributed from the
                  Participant's Elective Deferral account and Qualified Matching
                  Contribution account (if applicable) in proportion to the
                  Participant's Elective Deferrals and Qualified Matching
                  Contributions (to the extent used in the ADP Test) for the
                  test year. Excess Contributions shall be distributed from the
                  Participant's Qualified Non-Elective Contribution account only
                  to the extent that such Excess Contributions exceed the
                  Participant's Elective Deferrals and Qualified Matching
                  Contributions account for the applicable test year.

         (e)      The return of an Excess Contribution under a Plan established
                  under a Davis-Bacon Adoption Agreement will be reported as
                  additional wages paid to the affected Participant.

7.13 DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS

         (a)      Notwithstanding any other provisions of this Plan, Excess
                  Aggregate Contributions, plus any income and minus any loss
                  allocable thereto, shall be forfeited, if forfeitable or if
                  not forfeitable, distributed no later than the last day of
                  each Plan Year to Participants to whose accounts such Excess
                  Aggregate Contributions were allocated for the preceding Plan
                  Year. Excess Aggregate Contributions are allocated to the
                  Highly Compensated Employees with the largest Contribution
                  Percentage Amounts taken into account in calculating the ACP
                  test for the year in which the excess arose, beginning with
                  the Highly Compensated Employee with the largest amount of
                  such Contribution Percentage and continuing in descending
                  order until all the Excess Aggregate Contributions have been
                  allocated. For purposes of the preceding sentence, the
                  "largest amount" is determined after distribution of any
                  Excess Aggregate Contributions.

                                       62
<PAGE>

         (b)      If such Excess Aggregate Contributions are distributed more
                  than two and one-half (2 1/2) months after the last day of the
                  Plan Year in which such excess amount arose, a 10% excise tax
                  will be imposed on the Employer maintaining the Plan with
                  respect to those amounts. Excess Aggregate Contributions shall
                  be treated as Annual Additions for purposes of Article X,
                  Limitations On Allocations.

         (c)      Excess Aggregate Contributions shall be adjusted for any
                  income or loss up to the date of the distribution. The income
                  or loss allocable to the Excess Aggregate Contributions
                  allocated to each Participant is the sum of (1) income or loss
                  allocable to each Participant's Employee Contribution account,
                  Matching Contribution account, Qualified Matching Contribution
                  account (if any, and if all amounts therein are not used in
                  the ADP test) and, if applicable, Qualified Nonelective
                  Contribution account and the Elective Deferral account of the
                  Plan Year multiplied by a fraction, the numerator of which is
                  such Participant's Excess Aggregate Contributions for the year
                  end the denominator is the Participant's account balance(s)
                  attributable to Contribution Percentage amounts without regard
                  to any income or loss occurring during such Plan Year; and (2)
                  ten percent (10%) of the amount determined under (1)
                  multiplied by the number of whole calendar months between the
                  end of the Plan Year and the date of distribution, counting
                  the month of distribution if distribution occurs after the
                  fifteenth (15th) of such month.

         (d)      Excess Aggregate Contributions shall be forfeited if
                  forfeitable, or distributed on a pro-rata basis, from the
                  Participant's Voluntary After-tax Contribution account,
                  Required After-tax Contribution account, Matching Contribution
                  account and Qualified Matching Contribution account (and if
                  applicable the Participant's Qualified Matching Contribution
                  account, and/or Elective Deferral account, or both).

         (e)      Forfeitures of Excess Aggregate Contributions may be
                  reallocated to the accounts of other Participants or applied
                  to reduce Employer contributions, or as otherwise elected by
                  the Employer in the Adoption Agreement.

7.14 DISTRIBUTIONS TO MINORS AND INDIVIDUALS WHO ARE LEGALLY INCOMPETENT
Benefits payable to either a minor or an individual who has been declared
legally incompetent shall be paid, at the direction of the conservator appointed
either under a court order or applicable state law which permits such an
individual to be a guardian for the benefit of said minor or incompetent.

7.15 UNCLAIMED BENEFITS

         (a)      If elected on the Adoption Agreement, the default form of
                  payment will be a direct rollover into an individual
                  retirement account or annuity for any cash out distribution of
                  amounts greater than $1,000 but less than or equal to $5,000
                  made pursuant to Code Sections 411(a)(7), 411(a)(11) and
                  417(e)(1). If an individual retirement account or annuity is
                  established, no amounts contributed to these accounts may be
                  forfeited under the Plan.

         (b)      The Plan Administrator shall notify Participants or
                  Beneficiaries by certified or registered mail sent to his or
                  her last known address of record with the Employer when their
                  benefits become distributable as provided at paragraph 6.11
                  hereof. If a Participant or Beneficiary does not respond to
                  the notice within ninety (90) days of the date of the notice,
                  the Plan Administrator may take reasonable steps to locate the
                  Participant or Beneficiary including, but not limited to,
                  requesting assistance from the Employer, Employees, Social
                  Security Administration and/or the Internal Revenue Service.

         (c)      If the Participant cannot be located after a period of twelve
                  (12) months, or such other period determined in a uniform and
                  nondiscriminatory manner by the Plan Administrator, the Plan
                  Administrator shall treat the benefit as a forfeiture pursuant
                  to paragraph 9.8. The forfeiture provisions of this
                  subparagraph 7.15(c) apply only to the Participant's or
                  Beneficiary's account balance which is less than $5,000. If
                  the Employer does not make a contribution for the Plan Year
                  during which the forfeiture takes place, such amount shall
                  first be applied to pay Plan expenses

                                       63
<PAGE>

                  and, if there are no such expenses, it shall then be allocated
                  to eligible Participant accounts as if the amount were the
                  Employer's contribution for such Plan Year.

         (d)      If a Participant or Beneficiary later makes a claim for such
                  benefit, the Plan Administrator shall validate such claim and
                  provide the Participant or Beneficiary with all notices and
                  other information necessary for the Participant or Beneficiary
                  to perfect the claim. If the Plan Administrator validates the
                  claim for benefits, the Participant's account balance shall be
                  restored to the benefit amount treated as a forfeiture. Such
                  benefit shall not be adjusted for investment earnings or
                  losses during the period beginning on the date of forfeiture
                  and ending on the date of restoration. The funds necessary to
                  restore the Participant's account will first be taken from
                  amounts eligible for reallocation or other disposition as
                  forfeitures with respect to the Plan Year. If such funds do
                  not exist or if such funds are insufficient, the Employer will
                  make a contribution prior to the date on which the benefit is
                  payable to restore such Participant's account. Such benefit
                  shall be paid or commence to be paid in the same manner as if
                  the benefit was eligible for distribution on the date the
                  claim for benefit is validated.

         (e)      The Plan Administrator shall follow the same procedure in
                  locating and subsequently treating as a forfeiture the benefit
                  of a Participant or Beneficiary whose benefit has been
                  properly paid under Plan terms but where the Participant or
                  Beneficiary has not negotiated the benefit check(s).

         (f)      Notwithstanding the foregoing, the Plan Administrator in his
                  discretion may establish alternative procedures for locating
                  and administering the benefits of missing Plan Participants.

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<PAGE>

                                  ARTICLE VIII

                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1 APPLICABILITY OF PROVISIONS The provisions of this Article shall apply to
any Participant who is credited with at least one (1) Hour of Service with the
Employer and such other Participants as provided in paragraph 8.8.

8.2 PAYMENT OF QUALIFIED JOINT AND SURVIVOR ANNUITY Unless an optional form of
benefit is selected pursuant to a Qualified Election within the ninety (90) day
period ending on the Annuity Starting Date, a Participant's Vested Account
Balance will be paid in the form of a Qualified Joint and Survivor Annuity. For
this purpose, a Qualified Joint and Survivor Annuity with respect to an
unmarried Participant's Vested Account Balance will be paid in the form of a
straight life annuity. A straight life annuity means an annuity payable in equal
installments for the life of the Participant that terminates upon the
Participant's death. The Participant may elect to have such annuity distributed
upon attainment of the Early Retirement Age under the Plan, if any.

8.3 PAYMENT OF QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY Unless an optional form
of benefit has been elected within the Election Period pursuant to a Qualified
Election, if a Participant dies before benefits have commenced then the
Participant's Vested Account Balance shall be paid in the form of a life annuity
for the life of the surviving Spouse. The surviving Spouse may elect to have
such annuity distributed within a reasonable period after the Participant's
death. If no election has been made within the Election Period prior to the
Participant's death, the surviving Spouse shall have the right to select an
optional form of benefit after the Participant's death. Such election will only
be permitted if the surviving Spouse is provided with a notice similar to that
required under paragraph 8.5 except that the notice will be modified to explain
a life annuity rather than a Qualified Joint and Survivor Annuity.

A Participant who does not meet the age thirty-five (35) requirement set forth
in the Election Period as of the end of any current Plan Year may make a special
qualified election to waive the Qualified Pre-Retirement Survivor Annuity for
the period beginning on the date of such election and ending on the first day of
the Plan Year in which the Participant will attain age thirty-five (35). Such
election shall not be valid unless the Participant receives a written
explanation of the Qualified Pre-Retirement Survivor Annuity in such terms as
are comparable to the explanation required under paragraph 8.5. Qualified
Pre-Retirement Survivor Annuity coverage will be automatically reinstated as of
the first day of the Plan Year in which the Participant attains age thirty-five
(35). Any new waiver on or after such date shall be subject to the full
requirements of this Article.

8.4 QUALIFIED ELECTION A Qualified Election is an election to either waive a
Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement Survivor
Annuity. Any such election shall not be effective unless:

         (a)      the Participant's Spouse consents in writing to the election,

         (b)      the election designates a specific Beneficiary, including any
                  class of Beneficiaries or any contingent Beneficiaries, which
                  may not be changed without spousal consent unless the Spouse
                  expressly permits designations by the Participant without any
                  further spousal consent,

         (c)      the Spouse's consent acknowledges the effect of the election,
                  and

         (d)      the Spouse's consent is witnessed by a Plan representative or
                  notary public.

A Participant's waiver of the Qualified Joint and Survivor Annuity shall not be
effective unless the election designates a form of benefit payment which may not
be changed without spousal consent unless the Spouse expressly permits
designations by the Participant without any further spousal consent. If it is
established to the satisfaction of the Plan Administrator that the Participant
is unmarried or that the Spouse cannot be located, a waiver will be deemed a
Qualified Election. Any consent by a Spouse obtained under this provision (or
establishment that the consent of a Spouse cannot be obtained) shall be
effective only with respect to such Spouse. A consent that permits designations
by the Participant without any requirement of further consent by such Spouse
must acknowledge that the Spouse has the right to limit consent to a specific
Beneficiary, and a specific form of benefit

                                       65
<PAGE>

where applicable, and that the Spouse voluntarily elects to relinquish either or
both of such rights. A revocation of a prior waiver may be made by a Participant
without the consent of the Spouse at any time before the commencement of
benefits. The number of revocations shall not be limited. No consent obtained
under this provision shall be valid unless the Participant has received notice
as provided in paragraphs 8.5 and 8.6 below.

8.5 NOTICE REQUIREMENTS FOR QUALIFIED JOINT AND SURVIVOR ANNUITY In the case of
a Qualified Joint and Survivor Annuity, the Plan Administrator shall, no less
than thirty (30) days and no more than ninety (90) days prior to the Annuity
Starting Date, provide each Participant a written explanation of:

         (a)      the terms and conditions of a Qualified Joint and Survivor
                  Annuity,

         (b)      the Participant's right to make and the effect of an election
                  to waive the Qualified Joint and Survivor Annuity form of
                  benefit,

         (c)      the rights of a Participant's Spouse, and

         (d)      the right to make and the effect of a revocation of a previous
                  election to waive the Qualified Joint and Survivor Annuity.

The Annuity Starting Date may be less than thirty (30) days after and may be
before receipt of the written explanation described in the preceding paragraph
provided that:

         (e)      the Plan Administrator clearly informs the Participant and the
                  Participant's Spouse that they have a right to a period of at
                  least thirty (30) days after receiving the notice to consider
                  the decision of whether to waive the Qualified Joint and
                  Survivor Annuity and elect (with spousal consent) a form of
                  distribution other than a Qualified Joint and Survivor
                  Annuity; and

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

8.6 NOTICE REQUIREMENTS FOR QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY In the
case of a Qualified Pre-Retirement Survivor Annuity as described in paragraph
8.3, the Plan Administrator shall provide each Participant within the applicable
period for such Participant a written explanation of the Qualified
Pre-Retirement Survivor Annuity in such terms and in such manner as would be
comparable to the explanation provided for meeting the requirements of paragraph
8.5 applicable to a Qualified Joint and Survivor Annuity. The applicable period
for a Participant is whichever of the following periods ends at the latest date:

         (a)      the period beginning with the first day of the Plan Year in
                  which the Participant attains age thirty-two (32) and ending
                  with the close of the Plan Year preceding the Plan Year in
                  which the Participant attains age thirty-five (35),

         (b)      a reasonable period ending after the individual becomes a
                  Participant, or

         (c)      a reasonable period ending after this article first applies to
                  the Participant.

         (d)      Notwithstanding the foregoing, notice must be provided within
                  a reasonable period ending after separation from Service in
                  the case of a Participant who separates from Service before
                  attaining age thirty-five (35). If such a Participant
                  subsequently returns to employment with the Employer, the
                  applicable period for such Participant shall be redetermined.

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<PAGE>

For purposes of applying the preceding paragraph, a reasonable period ending
after the events described in (b) and (c) is the end of the two (2) year period
beginning one (1) year prior to the date the applicable event occurs, and ending
one (1) year after that date. In the case of a Participant who separates form
Service before the Plan Year in which age thirty-five (35) is attained, notice
shall be provided within the two (2) year period beginning one (1) year prior to
separation and ending one (1) year after separation.

8.7 SPECIAL SAFE HARBOR EXCEPTION FOR CERTAIN PROFIT-SHARING OR 401(k) PLANS
This paragraph shall apply to a Participant in a profit-sharing or 401(k) plan,
and to any distribution, made on or after the first day of the first Plan Year
beginning after 1988, from or under a separate account attributable solely to
Qualified Voluntary Contributions, as maintained on behalf of a Participant in a
money purchase pension plan or target benefit plan, if the following conditions
are satisfied:

         (a)      the Participant does not elect payments in the form of a life
                  annuity, and

         (b)      on the death of a Participant, the Participant's Vested
                  Account Balance will be paid to the Participant's Surviving
                  Spouse, but if there is no surviving Spouse, or if the
                  Surviving Spouse has consented to, in a manner conforming to a
                  Qualified Election, then to the Participant's Beneficiary.

         (c)      The surviving Spouse may elect to have distribution of the
                  Vested Account Balance commence within the ninety (90) day
                  period following the date of the Participant's death. The
                  account balance shall be adjusted for gains or losses
                  occurring after the Participant's death in accordance with the
                  provisions of the Plan governing the adjustment of account
                  balances for other types of distributions.

         (d)      If a Plan is otherwise exempt from the Qualified Joint and
                  Survivor Annuity requirements, the Qualified Joint and
                  Survivor Annuity requirements are not triggered unless the
                  Participant in the Plan actually elects a life annuity as a
                  distribution option.

         (e)      These safe harbor rules shall not be applicable to a
                  Participant in a profit-sharing or 401(k) plan if the Plan is
                  the recipient of a merger of assets from a plan which was
                  subject to the survivor annuity requirements of Code Sections
                  401(a)(11) and 417, and would therefore have a Qualified Joint
                  and Survivor Annuity as its normal form of benefit, unless
                  separate accounts or separate accounting was monitored for the
                  assets of the merged plan.

         (f)      Money purchase and target benefit plans are required to
                  include the Qualified Joint and Survivor Annuity option. These
                  Plans may eliminate any periodic payment options that are not
                  required by the Qualified Joint and Survivor Annuity rules
                  such as installment payments.

         (g)      The Participant may waive the spousal death benefit described
                  in this paragraph at any time provided that no such waiver
                  shall be effective unless it satisfies the conditions
                  (described in paragraph 8.4) that would apply to the
                  Participant's waiver of the Qualified Pre-Retirement Survivor
                  Annuity.

         (h)      Profit Sharing Plans satisfying all of the requirements of
                  this paragraph for a Participant such that the Plan is not
                  required to provide a Qualified Joint and Survivor Annuity for
                  the Participant, but that do provide such annuity (even if the
                  annuity is the normal form), may replace the Qualified Joint
                  and Survivor Annuity with payment in a single-sum distribution
                  form that is otherwise identical to such annuity in accordance
                  with the requirements under the Regulations Section
                  1.411(d)-4.

         (i)      If this paragraph 8.7 is operative, then all other provisions
                  of this Article VIII other than paragraph 8.8 are inoperative.

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<PAGE>

8.8 TRANSITIONAL JOINT AND SURVIVOR ANNUITY RULES Special transitional rules
apply to Participants who were not receiving benefits on August 23, 1984.

         (a)      Any living Participant not receiving benefits on August 23,
                  1984, who would otherwise not receive the benefits prescribed
                  by the previous paragraphs of this Article, must be given the
                  opportunity to elect to have the prior paragraphs of this
                  Article apply if such Participant is credited with at least
                  one (1) Hour of Service under this Plan or a predecessor Plan
                  in a Plan Year beginning on or after January 1, 1976, and such
                  Participant had at least ten (10) Years of Service for vesting
                  purposes when he or she separated from Service.

         (b)      Any living Participant not receiving benefits on August 23,
                  1984, who was credited with at least one (1) Hour of Service
                  under this Plan or a predecessor plan on or after September 2,
                  1974, and who is not otherwise credited with any Service in a
                  Plan Year beginning on or after January 1, 1976, must be given
                  the opportunity to have his or her benefits paid in accordance
                  with paragraph 8.9.

         (c)      The respective opportunities to elect [as described in (a) and
                  (b) above] must be afforded to the appropriate Participants
                  during the period commencing on August 23, 1984, and ending on
                  the date benefits would otherwise commence to said
                  Participants.

8.9 AUTOMATIC JOINT AND SURVIVOR ANNUITY AND EARLY SURVIVOR ANNUITY Any
Participant who has elected pursuant to paragraph 8.8(b) and any Participant who
does not elect under paragraph 8.8(a) or who meets the requirements of paragraph
8.8(a), except that such Participant does not have at least ten (10) years of
vesting Service when he or she separates from Service, shall have his or her
benefits distributed in accordance with all of the following requirements if
benefits would have been payable in the form of a life annuity in accordance
with all of the following requirements:

         (a)      If benefits in the form of a life annuity become payable to a
                  married Participant who:

                  (1)      begins to receive payments under the Plan on or after
                           Normal Retirement Age, or

                  (2)      dies on or after Normal Retirement Age while still
                           working for the Employer, or

                  (3)      begins to receive payments on or after the Qualified
                           Early Retirement Age, or

                  (4)      separates from Service on or after attaining Normal
                           Retirement Age (or the Qualified Early Retirement
                           Age) and after satisfying the eligibility
                           requirements for the payment of benefits under the
                           Plan and thereafter dies before beginning to receive
                           such benefits, such benefits will be received under
                           this Plan in the form of a Qualified Joint and
                           Survivor Annuity, unless the Participant has elected
                           otherwise during the Election Period. The Election
                           Period must begin at least six (6) months before the
                           Participant attains Qualified Early Retirement Age
                           and end not more than ninety (90) days before the
                           commencement of benefits. Any election will be in
                           writing and may be changed by the Participant at any
                           time.

         (b)      A Participant who is employed after attaining the Qualified
                  Early Retirement Age will be given the opportunity to elect,
                  during the Election Period, to have a survivor annuity payable
                  on death. If the Participant elects the survivor annuity,
                  payments under such annuity must not be less than the payments
                  which would have been made to the Spouse under the Qualified
                  Joint and Survivor Annuity if the Participant had retired on
                  the day before his or her death. Any election under this
                  provision will be in writing and may be changed by the
                  Participant at any time. The Election Period begins on the
                  later of:

                                       68
<PAGE>

                  (1)      the ninetieth day before the Participant attains the
                           Qualified Early Retirement Age, or

                  (2)      the date on which participation begins, and ends on
                           the date the Participant terminates employment.

For purposes of this paragraph 8.9, Qualified Early Retirement Age is defined at
paragraph 1.80 herein.

8.10 ANNUITY CONTRACTS Any annuity contract distributed under this Plan must 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.

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<PAGE>

                                   ARTICLE IX

                                     VESTING

9.1 EMPLOYEE CONTRIBUTIONS A Participant shall always have a 100% vested and
nonforfeitable interest in his or her Elective Deferrals, Voluntary After-tax
Contributions, Qualified Voluntary Contributions, Required After-tax
Contributions, Qualified Non-Elective Contributions, Safe Harbor Matching
Contributions, Safe Harbor Non-Elective Contributions, SIMPLE 401(k), Qualified
Matching Contributions, Rollover and Transfer Contributions plus the earnings
thereon. No forfeiture of Employer contributions (including any minimum
contributions made under paragraph 15.2) will occur solely as a result of a
Participant's withdrawal of any Employee contributions.

9.2 EMPLOYER CONTRIBUTIONS A Participant shall acquire a vested and
nonforfeitable interest in his or her account attributable to Employer
contributions in accordance with the schedule selected in the Adoption
Agreement, provided that if a Participant is not already fully vested, he or she
shall become so upon attaining Normal Retirement Age, Early Retirement Age, on
death prior to normal retirement (provided the Participant has not terminated
employment prior to death), on retirement due to Disability, or on termination
of the Plan. Any contributions made on behalf of a Participant with a Disability
within the meaning of Code Section 22(e)(3) at the election of the Employer must
be fully vested when made.

9.3 VESTING OF EMPLOYER CONTRIBUTIONS IN A SIMPLE 401(k) PLAN A Participant
shall have a 100% vested and nonforfeitable interest in his or her account
attributable to any Employer contributions made under a SIMPLE 401(k) Plan.

9.4 COMPUTATION PERIOD A period used for determining Years of Service and Breaks
in Service used in calculating the vesting of a Participant. A Year of Service
means any twelve (12) consecutive month vesting computation period as elected in
the Adoption Agreement during which an Employee completes the number of Hours of
Service [not to exceed one-thousand (1,000)] as specified in the Adoption
Agreement. If the Plan utilizes the Elapsed Time method of crediting Service, a
vesting computation period for which the Employee receives credit for a Year of
Service will be determined under the Service crediting rules of paragraph 1.117.

9.5 REQUALIFICATION PRIOR TO FIVE CONSECUTIVE ONE-YEAR BREAKS IN SERVICE Subject
to Article VI, the account balance of a Participant who is re-employed prior to
incurring five (5) consecutive one (1) year Breaks in Service or Periods of
Severance shall consist of any undistributed amount in his or her account as of
the date of re-employment plus any future contributions added to such account
plus the investment earnings on the account. The Vested Account Balance of such
Participant shall be determined by multiplying the Participant's account balance
(adjusted to include any distribution or redeposit made under paragraph 6.3) by
such Participant's vested percentage. All Service of the Participant, both prior
to and following the break, shall be counted when computing the Participant's
vested percentage.

9.6 REQUALIFICATION AFTER FIVE CONSECUTIVE ONE-YEAR BREAKS IN SERVICE Subject to
Article VI, if a Participant was not fully vested prior to termination of
employment and is re-employed after incurring five (5) consecutive one (1) year
Breaks in Service or Periods of Severance, a new account shall be established
for such Participant to separate his or her deferred vested and nonforfeitable
account, if any, from the account to which new allocations will be made. The
Participant's deferred account to the extent remaining shall be fully vested and
shall continue to share in earnings and losses of the Trust. When computing the
Participant's vested portion of the new account, all pre-break and post-break
Service shall be counted. However, notwithstanding this provision, no such
former Participant who has had five (5) consecutive one (1) year Breaks in
Service or Periods of Severance shall acquire a larger vested and nonforfeitable
interest in his or her prior account balance as a result of requalification
hereunder.

9.7 CALCULATING VESTED INTEREST A Participant's vested and nonforfeitable
interest, as determined by the Plan Administrator shall be calculated by
multiplying the fair market value of his or her account attributable to Employer
contributions on the Valuation Date concurrent with or preceding distribution by
the decimal equivalent of the vested percentage as of his or her termination
date. The amount attributable to Employer contributions for purposes of the
calculation includes amounts previously paid out pursuant to paragraph 6.3 and
not repaid. The Participant's vested and nonforfeitable interest, once
calculated above, shall be reduced to reflect those amounts previously paid out
to the Participant and not repaid by the Participant. The Participant's vested
and nonforfeitable interest so determined shall continue to share in the
investment earnings and any increase or decrease in the fair market value of the
Trust up to the Valuation Date preceding or coinciding with payment.



                                       70
<PAGE>


9.8 FORFEITURES Any balance in the account of a Participant who has separated
from Service to which he or she is not entitled under the foregoing provisions,
shall be forfeited and applied as provided in the Adoption Agreement, or in
accordance with a uniform and nondiscriminatory policy established by the Plan
Administrator. The reallocation or other disposition of a nonvested benefit may
only occur if the Participant has received payment of his or her entire vested
benefit from the Plan, if the Participant has incurred five (5) consecutive one
(1) year Breaks in Service or a deemed cash-out has occurred. A Participant who
is zero (0) percent vested will have a deemed cash-out distribution on the date
of the Participant's Separation from Service and will not be entitled to an
allocation of any forfeitures (if reallocated) of any portion of his account
balance or of any other Participant who has terminated Service in the same or
prior Plan Year. While awaiting reallocation or other disposition, the Plan
Administrator or his designate, if applicable, shall have the right to leave the
nonvested benefit in the Participant's account or may transfer the nonvested
benefit to a forfeiture suspense account. Amounts held in a forfeiture suspense
account may share in any increase or decrease in fair market value of the assets
of the Trust in accordance with Article V of the Plan. Such determination shall
be made by the Plan Administrator or his designate, if applicable. If a
Participant's account balance is forfeited prior to five consecutive one-year
Breaks in Service, the amount necessary to restore the account balance to a
Participant will be obtained from one of the following sources; current Plan
Year's forfeitures, an additional Employer contribution, or earnings on
investments for the applicable Plan Year, as determined by the Plan
Administrator. For purposes of this paragraph, if the value of a Participant's
Vested Account Balance is zero, the Participant shall be deemed to have received
a distribution of such Vested Account Balance. A Highly Compensated Employee's
Matching Contributions may be forfeited, even if vested, if the contributions to
which they relate are Excess Deferrals, Excess Contributions or Excess Aggregate
Contributions. Benefits with respect to Participants who cannot be located as
provided at paragraph 7.15 hereof will be treated in the same manner as a
forfeiture.

9.9 AMENDMENT OF VESTING SCHEDULE No amendment to the Plan shall have the effect
of decreasing a Participant's Vested Account Balance determined without regard
to such amendment as of the later of the date such amendment is adopted or the
date it becomes effective. Further, if the vesting schedule of the Plan is
amended, or the Plan is amended in any way that directly or indirectly affects
the computation of any Participant's nonforfeitable percentage or if the Plan is
deemed amended by an automatic change to or from a Top-Heavy vesting schedule,
each Participant with at least three (3) Years of Service with the Employer may
elect, during the election period defined herein, to have his or her
nonforfeitable percentage computed under the Plan without regard to such
amendment. For Participants who do not have at least one (1) Hour of Service in
any Plan Year beginning after 1988, the preceding sentence shall be applied by
substituting "five (5) Years of Service" for "three (3) Years of Service" where
such language appears. The period during which the election may be made shall
commence with the date the amendment is adopted and shall end on the later of:

         (a)      sixty (60) days after the amendment is adopted,

         (b)      sixty (60) days after the amendment becomes effective, or

         (c)      sixty (60) days after the Participant is issued written notice
                  of the amendment by the Employer or the Trustee.

If the Trustee notifies the Participants involved, the Plan may be charged for
the costs thereof.

No amendment to the Plan shall be effective to the extent that it has the effect
of decreasing a Participant's accrued benefit. Notwithstanding the preceding
sentence, a Participant's account balance may be reduced to the extent permitted
under Code Section 412(c)(8) relating to financial hardships. For purposes of
this paragraph, a Plan amendment which has the effect of decreasing a
Participant's account balance with respect to benefits attributable to Service
before the amendment, shall be treated as reducing an accrued benefit.

Furthermore, if the vesting schedule of a 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 the percentage computed under the Plan without regard to
such amendment.



                                       71
<PAGE>


No amendment to the Plan shall be effective to eliminate or restrict an optional
form of benefit. The preceding sentence shall not apply to a Plan amendment that
eliminates or restricts the ability of a Participant to receive payment of his
or her account balance under a particular form of benefit if the amendment
satisfies the conditions in (d) or (e) below:

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

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

9.10 SERVICE WITH CONTROLLED GROUPS All Years of Service with all members of a
controlled group of corporations [as defined in Code Section 414(b) as modified
by Code Section 415(h)], all commonly controlled trades or businesses [as
defined in Code Section 414(c) as modified by Code Section 415(h)], or members
of an affiliated service group [as defined in Code Section 414(m)] of which the
Employer is a part, and any other entity required to be aggregated with the
Employer pursuant to Regulations under Code Section 414(o), shall be considered
for purposes of determining a Participant's nonforfeitable percentage.

9.11 COMPLIANCE WITH UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT
OF 1994 Notwithstanding any provision of this Plan to the contrary, Years of
Service for vesting will be credited to Participants with respect to periods of
qualified military service as provided in Code Section 414(u).



                                       72
<PAGE>


                                    ARTICLE X

                           LIMITATIONS ON ALLOCATIONS


10.1 PARTICIPATION IN THIS PLAN ONLY If the Participant does not participate in
and has never participated in another Qualified Plan, a Welfare Benefit Fund,
individual medical account as defined in Code Section 415(l)(2), or a Simplified
Employee Pension Plan maintained by the adopting Employer, which provides an
Annual Addition, the amount of Annual Additions which may be credited to the
Participant's account for any Limitation Year will not exceed the lesser of the
Maximum Permissible Amount or any other limitation contained in this Plan. If
the Employer contribution that would otherwise be contributed or allocated to
the Participant's account would cause the Annual Additions for the Limitation
Year to exceed the Maximum Permissible Amount, the amount contributed or
allocated will be reduced so that the Annual Additions for the Limitation Year
will equal the Maximum Permissible Amount. Prior to determining the
Participant's actual Compensation for the Limitation Year, the Employer may
determine the Maximum Permissible Amount for a Participant on the basis of a
reasonable estimate of the Participant's Compensation for the Limitation Year,
uniformly determined for all Participants similarly situated. As soon as is
administratively feasible after the end of the Limitation Year, the Maximum
Permissible Amount for the Limitation Year will be determined on the basis of
the Participant's actual Compensation for the Limitation Year.

10.2 DISPOSITION OF EXCESS ANNUAL ADDITIONS If there is an Excess Annual
Addition due to an error in estimating a Participant's Compensation for a
Limitation Year under paragraph 10.1, an error in estimating the amount of
Elective Deferrals of the Participant, or as a result of the allocation of
forfeitures, the excess will be distributed to the affected Participant in the
order which follows:

         (a)      Any Voluntary or Required After-tax Contributions plus the
                  investment earnings thereon, to the extent they would reduce
                  the excess, shall be returned to the Participant.

         (b)      Simultaneously, with the return of any Voluntary or Required
                  After-tax Contributions (plus attributable earnings), any
                  associated Employer Matching Contribution(s) plus the
                  investment earnings thereon that relate to the returned
                  Voluntary or Required After-tax Contributions, to the extent
                  they would reduce the excess, will be held either unallocated
                  in a suspense account or forfeited in accordance with the
                  "spillover method" as elected in the Adoption Agreement.

         (c)      Elective Deferrals plus the investment earnings thereon shall
                  be returned to the Participant to the extent they would reduce
                  the excess.

         (d)      Simultaneously with the return of the Elective Deferrals (plus
                  attributable earnings), any associated Employer Matching
                  Contribution(s) plus the investment earnings thereon that
                  relate to the returned Elective Deferrals, to the extent they
                  would reduce the excess, will be either held unallocated in a
                  suspense account or forfeited in accordance with the
                  "spillover method" as elected in the Adoption Agreement.

         (e)      If, after the application of subparagraphs (a) through (d), an
                  excess still exists, the excess will be held either
                  unallocated in a suspense account or forfeited in accordance
                  with the "spillover method" as elected in the Adoption
                  Agreement.

         (f)      When the suspense account method is used, and the Participant
                  is not covered by the Plan at the end of the Limitation Year,
                  the Plan Administrator will apply the suspense account to
                  reduce future Employer contributions for all remaining
                  Participants in the next Limitation Year, and each succeeding
                  Limitation Year until the Excess Annual Addition is
                  eliminated. If a suspense account is in existence at any time
                  during a Limitation Year, all amounts in the suspense account
                  must be allocated to Participant accounts before any Employer
                  contributions or any Employee contributions may be made to the
                  Plan for that Limitation Year. If a suspense account is in
                  existence at any time during a Limitation Year pursuant to
                  this paragraph, it will not participate in the allocation of
                  investment gains or losses.



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10.3 PARTICIPATION IN MULTIPLE DEFINED CONTRIBUTION PLANS The Annual Additions
which may be credited to a Participant's account under this Plan for any
Limitation Year will not exceed the Maximum Permissible Amount. With respect to
this Plan, the Maximum Permissible Amount is reduced by the Annual Additions
credited to a Participant's account under any other qualified Master or
Prototype Defined Contribution plans, Welfare Benefit funds, individual medical
accounts as defined in Code Section 415(l)(2), and Simplified Employee Pension
Plans maintained by the Employer, which provide an Annual Addition for the same
Limitation Year. If the Annual Additions with respect to the Participant under
other Defined Contribution Plans, Welfare Benefit funds, individual medical
accounts and Simplified Employee Pension Plans maintained by the Employer are
less than the Maximum Permissible Amount and the Employer contribution that
would otherwise be contributed or allocated to the Participant's account under
this Plan would cause the Annual Additions for the Limitation Year to exceed
this limitation, the amount contributed or allocated under this Plan will be
reduced so that the Annual Additions under all such plans and funds for the
Limitation Year will equal the Maximum Permissible Amount. If the Annual
Additions with respect to the Participant under such other Defined Contribution
Plans and Welfare Benefit funds in the aggregate are equal to or greater than
the Maximum Permissible Amount, no amount will be contributed or allocated to
the Participant's account under this Plan for the Limitation Year. Prior to
determining the Participant's actual Compensation for the Limitation Year, the
Employer may determine the Maximum Permissible Amount for a Participant in the
manner described in paragraph 10.1. As soon as administratively feasible after
the end of the Limitation Year, the Maximum Permissible Amount for the
Limitation Year will be determined on the basis of the Participant's actual
Compensation for the Limitation Year. If the Participant is covered under
another qualified Defined Contribution Plan maintained by the Employer which is
not a Master or Prototype Plan, Annual Additions which may be credited to the
Participant's account under this Plan for any Limitation Year will be limited in
accordance with this paragraph as though the other plan were a Master or
Prototype Plan unless the Employer specifies other limitations in the Adoption
Agreement.

10.4 DISPOSITION OF EXCESS ANNUAL ADDITIONS UNDER TWO PLANS If a Participant's
Annual Additions under this Plan and such other plans as described in the
preceding paragraph would result in an Excess Annual Additions for a Limitation
Year due to an error in estimating a Participant's Compensation for a Limitation
Year under paragraph 10.3 or as a result of forfeitures, the Excess Annual
Additions will be deemed to consist of the Annual Additions last allocated
except that Annual Additions attributable to a Simplified Employee Pension Plan
will be deemed to have been allocated first and then Annual Additions to a
Welfare Benefit Fund or individual medical account as defined in Code Section
415(l)(2) will be deemed to have been allocated next regardless of the actual
Allocation Date. If an Excess Annual Addition was allocated to a Participant on
a Valuation or Allocation Date of this Plan which coincides with a valuation or
allocation date of another plan, the Excess Annual Additions attributed to this
Plan will be the product of:

         (a)      the total Excess Annual Additions allocated as of such date,
                  times

         (b)      the ratio of:

                  (1)      the Annual Additions allocated to the Participant for
                           the Limitation Year as of such date under this Plan,
                           to

                  (2)      the total Annual Additions allocated to the
                           Participant for the Limitation Year as of such date
                           under this and all the other qualified Master or
                           Prototype Defined Contribution Plans.

Any Excess Annual Additions attributed to this Plan will be disposed of in the
manner described in paragraph 10.2.

10.5 PARTICIPATION IN THIS PLAN AND A DEFINED BENEFIT PLAN If the Employer
maintains, or at any time maintained, a qualified Defined Benefit Plan (other
than Paired Plan #02001 or #02002) covering any Participant in this Plan, the
sum of the Participant's Defined Benefit Plan Fraction and Defined Contribution
Plan Fraction will not exceed 1.0 in any Limitation Year. For any Plan Year
during which the Plan is Top-Heavy, the Defined Benefit and Defined Contribution
Plan Fractions shall be calculated in accordance with Code Section 416(h). The
Annual Additions which may be credited to the Participant's account under this
Plan for any Limitation Year will be limited in accordance with the Adoption
Agreement. This paragraph does not apply for Limitation Years beginning on or
after January 1, 2000.



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                                   ARTICLE XI

                           ANTIDISCRIMINATION TESTING


11.1 GENERAL TESTING REQUIREMENTS With respect to each Plan Year, an Employer's
Plan which offers a Code Section 401(k) cash or deferred arrangement and any
contributions made thereunder must satisfy the Average Deferral Percentage Test
("ADP Test") and, if applicable, the Average Contribution Percentage Test ("ACP
Test"). Under each of these tests, the Average Deferral Percentage (ADP) and the
Average Contribution Percentage (ACP) for Highly Compensated Employees may not
exceed the ADP and ACP for Non-Highly Compensated Employees by more than the
amount permitted by application of the basic limit or the alternative limit.
These limits are described at paragraphs 11.2 and 11.6 herein. If the ADP or ACP
for Highly Compensated Employees exceeds the basic limit or the alternative
limit, the applicable average for Highly Compensated Employees either must be
reduced to the maximum permitted under the most liberal limit or the average of
the Non-Highly Compensated Employees is increased.

The reduction in the average is determined in accordance with paragraph 11.4
herein. In lieu of reducing the applicable average for the Highly Compensated
Employees, the Employer may elect to make an additional Qualified Non-Elective
Contribution (QNEC) and/or a Qualified Matching Contribution (QMAC) for
Non-Highly Compensated Employees to increase their Average Deferral Percentage
and/or Average Contribution Percentage to the point where the Plan satisfies the
ADP and/or the ACP Test. These qualified contributions are described at
paragraph 11.5 herein.

If the Plan can only satisfy the ADP Test and the ACP Test by application of the
alternative limit, the Plan must apply the multiple use test as described at
paragraph 11.7(b) hereof. If the Plan fails to satisfy the multiple use test,
the Employer must either make correcting distributions to affected Highly
Compensated Employees or make QNEC and/or QMAC contributions for Non-Highly
Compensated Employees to the point where the Plan satisfies the multiple use
test.

11.2 ADP TESTING LIMITATIONS

         (a)      PRIOR YEAR TESTING -- If elected by the Employer in the
                  Adoption Agreement, the ADP for a Plan Year for Participants
                  who are Highly Compensated Employees for each Plan Year and
                  the Prior Plan Year's ADP for Participants who were Non-Highly
                  Compensated Employees for the Prior Plan Year must satisfy the
                  basic limit set forth in (1) or the alternative limit set
                  forth at (2):

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

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

         (b)      For the first Plan Year of a Plan, where the Plan permits a
                  Participant to make Elective Deferrals and the Plan is not a
                  successor Plan, for purposes of the foregoing limits, the
                  Prior Plan Year's Non-Highly Compensated Employees' ADP shall
                  be 3%, unless the Employer has elected in the Adoption
                  Agreement to use the current Plan Year's ADP for these
                  Participants.



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<PAGE>


         (c)      CURRENT YEAR TESTING -- If no election is made by the Employer
                  in the Adoption Agreement, the ADP limits in (1) and (2),
                  above, will be applied by comparing the current Plan Year's
                  ADP for Participants who are Highly Compensated Employees with
                  the current Plan Year's ADP for Participants who are
                  Non-Highly Compensated Employees. This election can only be
                  changed if the Plan meets the requirements for changing to
                  Prior Plan Year testing set forth in IRS Notice 98-1 (or
                  superseding guidance).

11.3 SPECIAL RULES RELATING TO APPLICATION OF THE ADP TEST

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

         (b)      The Actual Deferral Percentage for any Participant who is a
                  Highly Compensated Employee for the Plan Year and who is
                  eligible to have Elective Deferrals (and Qualified
                  Non-Elective Contributions or Qualified Matching
                  Contributions, or both, if treated as Elective Deferrals for
                  purposes of the ADP Test) allocated to his or her accounts
                  under two (2) or more arrangements described in Code Section
                  401(k), that are maintained by the Employer, shall be
                  determined as if such Elective Deferrals (and, if applicable,
                  such Qualified Non-Elective Contributions or Qualified
                  Matching Contributions, or both) were made under a single
                  arrangement. If a Highly Compensated Employee participates in
                  two (2) or more cash or deferred arrangements that have
                  different Plan Years, all cash or deferred arrangements ending
                  with or within the same calendar year shall be treated as a
                  single arrangement. Notwithstanding the foregoing, certain
                  plans shall be treated as separate if mandatorily
                  disaggregated under Regulations issued under Code Section
                  401(k).

         (c)      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 (1) or more other plans, or if one (1) 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 Participants
                  as if all such plans were a single plan. Any adjustments to
                  the Non-Highly Compensated Employee ADP for the Prior Plan
                  Year will be made in accordance with IRS Notice 98-1 and any
                  superseding guidance, unless the Employer has elected in the
                  Adoption Agreement to use the current year testing method.
                  Plans may be aggregated in order to satisfy Code Section
                  401(k) only if they have the same Plan Year and use the same
                  ADP testing method.

         (d)      The Employer shall maintain records sufficient to demonstrate
                  satisfaction of the ADP Test and the amount of Qualified
                  Non-Elective Contributions or Qualified Matching
                  Contributions, or both, used in such test.

         (e)      For purposes of the ADP Test, Elective Deferrals, Qualified
                  Non-Elective Contributions and Qualified Matching
                  Contributions must be made before the end of the twelve (12)
                  month period immediately following the Plan Year to which the
                  contributions relate.

11.4 CALCULATION AND DISTRIBUTION OF EXCESS CONTRIBUTIONS AND EXCESS AGGREGATE
CONTRIBUTIONS

         (a)      REDUCING THE AVERAGE FOR HIGHLY COMPENSATED EMPLOYEES -- If
                  necessary, the ADP and/or ACP for Highly Compensated Employees
                  must be reduced to the maximum allowed by the applicable limit
                  at paragraph 11.2 and 11.6. The average is reduced on a
                  step-by-step leveling basis beginning by reducing the Actual
                  Deferral Percentage or the Actual Contribution Percentage for
                  the Highly Compensated Employee with the highest percentage
                  until the average is reduced to the maximum allowed or until
                  the Actual Deferral Percentage or Actual Contribution
                  Percentage for such Highly Compensated Employee is lowered to
                  that of the Highly Compensated Employee with the next highest
                  percentage. This process continues until the ADP and/or the
                  ACP is lowered to the maximum allowed for the Plan Year. The
                  excess dollar amount attributable to each affected



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<PAGE>


                  Highly Compensated Employee is then totaled for purposes of
                  correcting distributions determined at paragraph (b) below.

         (b)      CORRECTING DISTRIBUTIONS TO HIGHLY COMPENSATED EMPLOYEES --
                  The total amount to be distributed as determined under
                  paragraph (a) is allocated to Highly Compensated Employees on
                  the basis of the dollar amount included for such Employee in
                  the numerator of the Actual Deferral Percentage or the Actual
                  Contribution Percentage, as applicable. The distribution for
                  each affected Highly Compensated Employee is determined on a
                  leveling basis similar to that described at paragraph (a)
                  except that the process is based on dollars rather than
                  percentages. Excess Contributions and Excess Aggregate
                  Contributions are allocated to the Highly Compensated
                  Employees with the largest amount of Employer contributions
                  taken into account in calculating the ADP or ACP Test for the
                  year in which the excess arose, beginning with the Highly
                  Compensated Employee with the largest amount of such Employer
                  contributions and continuing in descending order until all the
                  Excess Contributions and Excess Aggregate Contributions have
                  been allocated. For purposes of the preceding sentence, the
                  "largest amount" is determined after distribution of any
                  Excess Contribution and Excess Aggregate Contributions. After
                  correcting distributions are allocated, it is not necessary to
                  recompute the Highly Compensated Employee averages to
                  determine if they satisfy the ADP Test and/or the ACP Test.
                  Distributions of Excess Contributions and Excess Aggregate
                  Contributions are to be made in accordance with paragraphs
                  7.12 and 7.13 hereof.

11.5 QUALIFIED NON-ELECTIVE AND/OR MATCHING CONTRIBUTIONS The Employer may make
a Qualified Non-Elective Contribution (QNEC) or Qualified Matching Contribution
(QMAC) for Non-Highly Compensated Employees (whether or not so designated in the
Adoption Agreement) to increase the Average Deferral Percentage and/or Average
Contribution Percentage to the point where the Plan passes the ADP Test and/or
the ACP Test. The following rules apply with respect to such contributions:

         (a)      A QNEC or QMAC used in the ADP Test may not also be included
                  in the ACP Test.

         (b)      If testing is done on the basis of current Plan Year data,
                  QNECs and/or QMACs must be made and credited to Participant
                  accounts not later than the last day of the twelve (12)
                  consecutive month period following the end of the Plan Year
                  being tested.

         (c)      If testing is done on the basis of Prior Plan Year data for
                  Non-Highly Compensated Employees, QNECs and/or QMACs for such
                  Employees must be contributed not later than the last day of
                  the Plan Year being tested.

         (d)      If the Employer makes Non-Elective Contributions which are not
                  designated as Qualified Non-Elective Contributions at the time
                  of the contribution to the Plan, the Plan Administrator may
                  redesignate such contributions as Qualified Non-Elective
                  Contributions if the contributions otherwise satisfy the
                  requirements of a Qualified Non-Elective Contribution.

         (e)      The Employer's contribution will be allocated to a group of
                  Non-Highly Compensated Participants designated by the Plan
                  Administrator. The allocation will be the lesser of the amount
                  required to pass the ADP/ACP Test, or the maximum permitted
                  under Code Section 415.

11.6 ACP TESTING LIMITATIONS Employee contributions and Matching Contributions
must meet the nondiscrimination requirements of Code Section 401(a)(4) and the
Average Contribution Percentage (hereinafter ACP) Test of Code Section 401(m).
If Employee contributions (including any Elective Deferrals recharacterized as
Voluntary After-tax Contributions) or Matching Contributions are made in
connection with a cash or deferred arrangement, the ACP Test is in addition to
the ADP Test under Code Section 401(k). Qualified Matching Contributions and
Qualified Non-Elective Contributions used to satisfy the ADP test may not be
used to satisfy the ACP test.



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         (a)      PRIOR YEAR TESTING -- If elected by the Employer in the
                  Adoption Agreement, the ACP for a Plan Year for eligible
                  Participants who are Highly Compensated Employees for each
                  Plan Year and the prior Plan Year's ACP for eligible
                  Participants who were Non-Highly Compensated Employees for the
                  Prior Plan Year must satisfy one of the following tests:

                  (1)      The ACP for a Plan Year for Participants who are
                           Highly Compensated Employees for the Plan Year shall
                           not exceed the prior Plan Year's ACP for eligible
                           Participants who were Non-Highly Compensated
                           Employees for the Prior Plan Year multiplied by 1.25;
                           or

                  (2)      The ACP for a Plan Year for Participants who are
                           Highly Compensated Employees for the Plan Year shall
                           not exceed the prior year's ACP for eligible
                           Participants who were Non-Highly Compensated
                           Employees for the Prior Plan Year multiplied by 2.0,
                           provided that the ACP for eligible Participants who
                           are Highly Compensated Employees does not exceed the
                           ACP for eligible Participants who were Non-Highly
                           Compensated Employees in the Prior Plan Year by more
                           than two (2) percentage points.

         (b)      For the first Plan Year of a Plan, where this Plan permits any
                  eligible Participant to make Employee contributions, provides
                  for Matching Contributions, or both, and the Plan is not a
                  successor Plan, for purposes of the foregoing limits, the
                  Prior Plan Year's Non-Highly Compensated Employees' ACP shall
                  be 3% unless the Employer has elected in the Adoption
                  Agreement to use the current Plan Year's ACP for these
                  Participants.

         (c)      CURRENT YEAR TESTING -- If no election is made by the Employer
                  in the Adoption Agreement, the ACP limits in (1) and (2),
                  above, will be applied by comparing the current Plan Year's
                  ACP for eligible Participants who are Highly Compensated
                  Employees for the Plan Year with the current Plan Year's ACP
                  for eligible Participants who are Non-Highly Compensated
                  Employees. This election can only be changed if the Plan meets
                  the requirements for changing to Prior Plan Year testing set
                  forth in IRS Notice 98-1 (or superseding guidance).

11.7 SPECIAL RULES RELATING TO THE APPLICATION OF THE ACP TEST

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

         (b)      If one or more Highly Compensated Employees participate in
                  both a cash or deferred arrangement and a plan subject to the
                  ACP Test maintained by the Employer and the sum of the ADP and
                  ACP of those Highly Compensated Employees subject to either or
                  both tests exceeds the Aggregate Limit, then the ADP or ACP of
                  those Highly Compensated Employees who also participate in a
                  cash or deferred arrangement will be reduced in accordance
                  with paragraph 11.4 so that the limit is not exceeded. The
                  amount by which each Highly Compensated Employee's
                  Contribution Percentage Amounts is reduced shall be treated as
                  an Excess Aggregate Contribution. The ADP and ACP of the
                  Highly Compensated Employees are determined after any
                  corrections required to meet the ADP and ACP tests and are
                  deemed to be the maximum permitted under such tests for the
                  Plan Year. Multiple use of the aggregate limit does not occur
                  if either the ADP and ACP of the Highly Compensated Employees
                  does not exceed 1.25 multiplied by the ADP and ACP of the
                  Non-Highly Compensated Employees.

         (c)      For purposes of this paragraph, the Actual Contribution
                  Percentage for any Participant who is a Highly Compensated
                  Employee and who is eligible to have Contribution Percentage
                  Amounts allocated to his or her account under two (2) or more
                  plans described in Code Section 401(a) or arrangements
                  described in Code Section 401(k) that are maintained by the
                  Employer, shall be determined as if the total of such
                  Contribution Percentage Amounts were made under a single plan.
                  If a Highly Compensated Employee participates in two (2) or
                  more cash or deferred arrangements that have different Plan
                  Years, all cash or deferred arrangements ending with or



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<PAGE>


                  within the same calendar year shall be treated as a single
                  arrangement. Notwithstanding the foregoing, certain plans
                  shall be treated as separate if mandatory disaggregation under
                  the Regulations issued under Code Section 410(b) apply.

         (d)      In the event that this Plan satisfies the requirements of Code
                  Sections 401(a)(4), 401(m), or 410(b) only if aggregated with
                  one (1) or more other plans, or if one (1) 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 Contribution Percentage of Eligible
                  Participants as if all such plans were a single plan. Any
                  adjustments to the Non-Highly Compensated Employee ACP for the
                  Prior Plan Year will be made in accordance with IRS Notice
                  98-1 and any superseding guidance, unless the Employer has
                  elected in the Adoption Agreement to use the Current Year
                  testing method. Plans may be aggregated in order to satisfy
                  Code Section 401(m) only if the aggregated plans have the same
                  Plan Year and use the same ACP testing method.

         (e)      For purposes of the ACP Test, Employee contributions are
                  considered to have been made for the Plan Year in which
                  contributed to the Plan. Matching Contributions and Qualified
                  Matching and Non-Elective Contributions will be considered
                  made for a Plan Year if made no later than the end of the
                  twelve (12) month period beginning on the day after the close
                  of the Plan Year.

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

11.8 RECHARACTERIZATION If the Employer allows for Voluntary After-tax
Contributions in the Adoption Agreement, a Participant may treat his or her
Excess Contributions allocated to him or her as an amount distributed to the
Participant and then contributed by the Participant to the Plan. Recharacterized
amounts will remain nonforfeitable and subject to the same distribution
requirements as Elective Deferrals. Amounts may not be recharacterized by a
Highly Compensated Employee to the extent that such amount in combination with
other Employee contributions made by that Employee would exceed any stated limit
under the Plan on Voluntary After-tax Contributions.

Recharacterization must occur no later than two and one-half (2 1/2) months
after the last day of the Plan Year for which such Excess Contributions arose
and is deemed to occur no earlier than the date the last Highly Compensated
Employee is informed in writing of the amount recharacterized and the
consequences thereof. Recharacterized amounts will be taxable to the Participant
for the Participant's tax year in which the Participant would have received them
in cash.

11.9 NONDISCRIMINATION TESTS IN A SIMPLE 401(k) PLAN The ADP/ACP Tests described
this Article XI are treated as satisfied for any Plan Year for which the
Employer has adopted and complied with the provisions of the SIMPLE 401(k)
Adoption Agreement.

11.10 SAFE HARBOR RULES OF APPLICATION

         (a)      The Employer may elect in a cash or deferred adoption
                  agreement to apply the safe harbor plan provisions found in
                  paragraphs 11.10 through 11.17. Except as otherwise permitted,
                  an Employer must elect the Safe Harbor Plan provisions and
                  must satisfy the notice requirements of paragraph 11.16 prior
                  to the beginning of the Plan Year to which the Safe Harbor
                  provisions will be applied. The Employer must apply the Safe
                  Harbor provisions for the entire Plan Year, including any
                  short Plan Year. An Employer who elects in the Adoption
                  Agreement and operationally satisfies the Safe Harbor
                  provisions of paragraphs 11.10 through 11.17 is not subject to
                  the nondiscrimination requirements of 11.2. An Employer who
                  elects to provide additional Matching Contributions as set
                  forth in paragraph 11.14 will be subject to the
                  nondiscrimination provisions of paragraph 11.6, unless the
                  additional Matching Contributions satisfy the ACP test safe
                  harbor provisions in paragraph 11.14.



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<PAGE>


         (b)      The Employer may elect in the Adoption Agreement either to
                  make a Safe Harbor Non-Elective Contribution on behalf of each
                  eligible Employee who is eligible to participate in the Plan,
                  or to make a Safe Harbor Matching Contribution on behalf of
                  each eligible Employee who is eligible to participate in the
                  Plan and who is making Elective Deferrals.

         (c)      The Safe Harbor Non-Elective Contribution will be made on
                  behalf of each eligible Employee who is eligible to
                  participate in the Plan equal to at least 3% of the Employee's
                  Compensation.

         (d)      The Safe Harbor Matching Contribution shall be made under the
                  Basic Matching Formula or an Enhanced Matching Formula as
                  described below.

         (e)      A Plan intending to satisfy the requirements of Code Sections
                  401(k)(12) and 401(m)(11) [a "Safe Harbor CODA"] generally
                  must satisfy such requirements, including the notice
                  requirement, for the entire Plan Year. See Notice 98-52,
                  1988-46 I.R.B. 16, Notice 2000-3, 2000-4 I.R.B. 413, and
                  Revenue Procedure 2000-29, 2000-6 I.R.B. 553.

                  (1)      BASIC MATCHING CONTRIBUTION FORMULA - The Basic
                           Matching Formula provides a Matching Contribution on
                           behalf of each eligible Employee who is making
                           Elective Deferrals to the Plan in an amount equal to
                           100% of the amount of the Employee's Elective
                           Deferrals that do not exceed 3% of the Employee's
                           Compensation and 50% of the amount of the Employee's
                           Elective Deferrals that exceed 3% of the Employee's
                           Compensation but do not exceed 5% of the Employee's
                           Compensation. A Plan satisfying the ADP Safe Harbor
                           using the Basic Matching Formula automatically
                           satisfies the ACP Test, if no After-tax or other
                           Matching Contribution is made under the Plan.

                  (2)      ENHANCED MATCHING FORMULA -- The Enhanced Matching
                           Formula provides a Matching Contribution on behalf of
                           each Eligible Employee who is making Elective
                           Deferrals to the Plan under a formula, that, at any
                           rate of Elective Deferrals, provides an aggregate
                           amount of Matching Contributions at least equal to
                           the aggregate amount of Matching Contributions that
                           would have been provided under the Basic Matching
                           Formula. In no event shall the aggregate amount of
                           Matching Contributions under an Enhanced Matching
                           Formula exceed 6% of an eligible Employee's
                           Compensation. Under the Enhanced Matching Formula,
                           the rate of Matching Contributions may not increase
                           as a Participant's rate of Elective Deferrals
                           increases. A Plan satisfying the ADP Safe Harbor
                           using the Enhanced Matching Formula under which
                           Matching Contributions made with respect to Elective
                           Deferrals are not made in excess of 6% of the
                           eligible Employee's Compensation, automatically
                           satisfies the ACP Test if no other Matching
                           Contribution is made under the Plan.

                  (3)      ADDITIONAL DISCRETIONARY MATCHING CONTRIBUTION -- An
                           Employer may elect in the Adoption Agreement for Plan
                           Years [beginning after January 1, 2000] to provide an
                           additional discretionary Matching Contribution. Any
                           such contribution cannot exceed 4% of a Participant's
                           Compensation. This is a limit on the total Matching
                           Contribution formula, and is not a limit on the
                           percentage of Compensation which is deferred and
                           taken into account under the matching formula.

                  (4)      LIMITATION ON MATCHING CONTRIBUTIONS TO HIGHLY
                           COMPENSATED EMPLOYEES -- The Matching Contribution
                           requirement will not be satisfied if, at any rate of
                           Elective Deferrals, the rate of Matching
                           Contributions that would apply with respect to any
                           Highly Compensated Employee who is making Elective
                           Deferrals under the Plan is greater than the rate of
                           Matching Contributions that would apply with respect
                           to any Non-Highly Compensated Employee who is making
                           Elective Deferrals to the Plan and who has the same
                           rate of Elective Deferrals.



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11.11 SAFE HARBOR DEFINITIONS

         (a)      "ACP TEST SAFE HARBOR" is the method described in paragraph
                  11.14 for satisfying the ACP Test of Code Section 401(m)(2).

         (b)      "ACP TEST SAFE HARBOR MATCHING CONTRIBUTIONS" are Matching
                  Contributions described in paragraph 11.5.

         (c)      "ADP TEST SAFE HARBOR" is the method described in paragraph
                  11.13 for satisfying the ADP Test of Code Section 401(k)(3).

         (d)      "ADP TEST SAFE HARBOR CONTRIBUTIONS" are Matching
                  Contributions and Non-Elective Contributions described in
                  paragraph 11.10.

         (e)      "COMPENSATION" is defined in paragraph 1.16 with no dollar
                  limit other than the limit imposed by Code Section 401(a)(17)
                  as it applies to the Compensation of a Non-Highly Compensated
                  Employee. Solely for purposes of determining the Compensation
                  subject to a Participant's Salary Deferral Agreement, the
                  Employer may use an alternative definition to the one
                  described in the preceding sentence, provided such alternate
                  definition is a reasonable definition with the meaning of
                  Section 1.414(s)-1(d)(2) of the Regulations, and permits each
                  Participant to elect sufficient Elective Deferrals to receive
                  the maximum amount of Matching Contributions (determined using
                  the definition of Compensation described in the preceding
                  sentence) available to the Participant under this Plan.

         (f)      "ELIGIBLE EMPLOYEE" means an Employee eligible to make
                  Elective Deferrals under the Plan for any part of the Plan
                  Year or who would be eligible to make Elective Deferrals but
                  for a suspension due to a Hardship distribution described in
                  paragraph 6.9 of the Plan or to statutory limitations, such as
                  Code Sections 402(g) and 415.

         (g)      "MATCHING CONTRIBUTIONS" are contributions made by the
                  Employer on account of an Eligible Employee's Elective
                  Deferrals.

11.12 REQUIRED RESTRICTIONS ON SAFE HARBOR CONTRIBUTIONS

         (a)      Safe Harbor Matching Contributions and Safe Harbor
                  Non-Elective Contributions are Matching and Non-Elective
                  Contributions respectively, that are:

                  (1)      nonforfeitable within the meaning of Treasury
                           Regulations Section 1.401(k)-1(c),

                  (2)      are subject to the distribution restrictions of Code
                           Section 401(k)(2)(B) and Treasury Regulations Section
                           1.401(k)-1(d), and

                  (3)      used to satisfy the Safe Harbor Contribution
                           requirements.

         (b)      Pursuant to Code Section 401(k)(2)(B) and Treasury Regulations
                  Section 1.401(k)-1(d), such contributions (and earnings
                  thereon) must not be distributable earlier than separation
                  from Service, death, Disability, an event described in Code
                  Section 401(k)(10), or in the case of a profit-sharing or
                  stock bonus plan, the attainment of age 59 1/2. Pursuant to
                  Code Section 401(k)(2)(B) and Treasury Regulations Section
                  1.401(k)-1(d)(2)(ii), these contributions shall not be
                  eligible for distribution for reasons of Hardship. A Plan
                  electing to use either of the Safe Harbor Matching or the
                  Non-Elective Contribution provisions shall not require that an
                  Employee be employed on the last day of the Plan Year or
                  impose an hourly requirement in order for the Employee to be
                  eligible to receive a Safe Harbor Non-Elective Contribution or
                  a Safe Harbor Matching Contribution.

         (c)      Such contributions must satisfy the ADP Test Safe Harbor
                  without regard to permitted disparity under Code Section
                  401(l).



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         (d)      Safe Harbor Matching or Non-Elective Contributions cannot be
                  used to satisfy the Safe Harbor Contribution requirements with
                  respect to more than one (1) Plan.

         (e)      A Plan will fail to satisfy the ADP Test Safe Harbor or the
                  ACP Test Safe Harbor for a Plan Year unless the Plan Year is
                  twelve (12) months in duration or in the case of the first
                  Plan Year of a newly established Plan (other than a successor
                  Plan), the Plan Year is at least three (3) months in duration
                  (or any shorter period in the case of a newly established
                  Employer that establishes the Plan as soon as administratively
                  feasible after the Employer came into existence). If the
                  Employer amends an existing Defined Contribution Plan to offer
                  the Safe Harbor provisions, the 401(k) arrangement of the Plan
                  must be at least three (3) months in duration.

         (f)      If the Safe Harbor provisions are an amendment and restatement
                  of an existing Plan, any contributions made prior to the
                  adoption of the Safe Harbor provisions which are subject to a
                  vesting schedule will continue to vest according to the
                  vesting schedule in effect prior to the amendment or
                  restatement of the Plan.

11.13 ADP TEST SAFE HARBOR

         (a)      The Employer may elect in the Adoption Agreement to make Basic
                  Safe Harbor Matching Contributions, Enhanced Safe Harbor
                  Matching Contributions or Safe Harbor Non-Elective
                  Contributions.

         (b)      Notwithstanding the requirement in (a) above that the Employer
                  make the ADP Test Safe Harbor Contributions to the Defined
                  Contribution Plan indicated in the Adoption Agreement, such
                  contributions will not be made to this Plan unless the
                  requirements of paragraph 11.17 are met.

11.14 ACP TEST SAFE HARBOR The Employer maintaining a 401(k) Plan may elect in
the Adoption Agreement to make additional Matching Contributions in addition to
the Safe Harbor Matching Contributions made to the Plan. These additional
Matching Contributions may be subject to the ACP Test Safe Harbor requirements
instead of testing the contributions under paragraph 11.2. If the Employer
elects using the current year testing method to test the additional Matching
Contributions for nondiscrimination as set forth in paragraph 11.2, the ACP Test
Safe Harbor will be satisfied if the following conditions are met:

         (a)      no Matching Contribution may be made with respect to a
                  Participant's Elective Deferrals and/or Voluntary After-tax
                  Contributions which exceed 6% of Compensation;

         (b)      the amount of any discretionary Matching Contribution made
                  after the 1999 Plan Year may not exceed 4% of the
                  Participant's Compensation;

         (c)      the rate of Matching Contributions made to the Plan may not
                  increase as the rate of Elective Deferrals increase;

         (d)      no Highly Compensated Employee may receive a greater rate of
                  match than a Non-Highly Compensated Employee; and

         (e)      the Employer must elect in the Adoption Agreement the vesting
                  schedule distribution restrictions and eligibility to receive
                  an allocation of these additional Matching Contributions.

11.15 SAFE HARBOR STATUS The Employer may amend a profit-sharing or 401(k) plan
during a Plan Year to comply with the Safe Harbor provisions of this Article for
the Plan Year. In order to comply with these provisions, the Employer must:

         (a)      use the current year testing method;

         (b)      amend the Plan to add the Safe Harbor provisions no later than
                  thirty (30) days prior to the end of the Plan Year and apply
                  the Safe Harbor provisions for the entire Plan Year;



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         (c)      satisfy the Safe Harbor contribution requirements using the
                  Safe Harbor Non-Elective Contribution;

         (d)      provide the Safe Harbor notice to Participants prior to the
                  beginning of the Plan Year for which the Plan amendment
                  applies which indicates the Employer will provide Basic or
                  Enhanced Matching Contributions or indicates that the Employer
                  may later amend the Plan to comply with the Safe Harbor
                  provisions by use of the Safe Harbor Non-Elective
                  Contribution;

         (e)      provide an additional notice to Participants at least thirty
                  (30) days prior to the end of the Plan Year only in the case
                  of Safe Harbor Non-Elective Contribution advising Participants
                  of the amendment; and

         (f)      actually provide the notice described in (e) above, should the
                  Employer amend the Plan to comply with the Safe Harbor
                  requirements.

A Safe Harbor 401(k) Plan may be amended during a Plan Year to reduce or
entirely eliminate on a prospective basis any safe harbor contribution which is
either a Basic or Enhanced Matching Contribution conditioned on the Employer
providing a notice to the Participants which explains the effect of the
amendment and specifies the following:

         (g)      informs the Participants they will have the opportunity to
                  amend their Salary Deferral Agreements;

         (h)      the effective date of the amendment is specified;

         (i)      Participants are given the opportunity prior to the effective
                  date of the amendment to amend their Salary Deferral
                  Agreement; and

         (j)      the amendment to the Plan does not take effect until the later
                  of thirty (30) days after the notice of the amendment is
                  provided to the Participant or the date the Employer adopts
                  the amendment.

An Employer who amends a Safe Harbor Plan to either reduce or eliminate the Safe
Harbor Matching Contribution under this paragraph or terminates the Plan during
the Plan Year, must continue to comply with all of the Safe Harbor requirements
of this paragraph until the amendment or Plan termination becomes effective. The
Plan must continue to use the current year testing method for the entire Plan
Year and satisfy the nondiscrimination test under paragraph 11.2, and if
applicable the nondiscrimination tests under paragraph 11.6.

11.16 SAFE HARBOR NOTICE REQUIREMENT The notice requirement is satisfied if each
Eligible Employee is given an annual written notice of the Employee's rights and
obligations under the Plan and the notice provided to the Employee satisfies the
content requirement and the timing requirement mandated under IRS Notices 98-52
and 2000-3.

         (a)      The notice shall be sufficiently accurate and comprehensive to
                  inform the Employee of the Employee's rights and obligations
                  under the Plan and written in a manner calculated to be
                  understood by the average Employee eligible to participate in
                  the Plan. The notice shall accurately describe:

                  (1)      the Safe Harbor Matching or Non-Elective Contribution
                           Formula (including a description of the levels of
                           Matching Contributions, if any, available under the
                           Plan);

                  (2)      any other contributions under the Plan (including the
                           potential for discretionary Matching Contributions)
                           and the conditions under which such contributions are
                           made;

                  (3)      the Plan to which the Safe Harbor Contributions will
                           be made (if different than the Plan containing the
                           cash or deferred arrangement);

                  (4)      the type and amount of Compensation that may be
                           deferred under the Plan;



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                  (5)      how to make cash or deferred elections, including any
                           administrative requirements that apply to such
                           elections;

                  (6)      the periods available under the Plan for making cash
                           or deferred elections; and

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

         (b)      If the notice is provided to eligible Employees within a
                  reasonable period before the beginning of each Plan Year (or
                  in the Plan Year an Employee becomes eligible within a
                  reasonable period before the Employee becomes eligible), the
                  Plan shall satisfy the Safe Harbor notice requirements.
                  Notwithstanding the foregoing general rule, a notice shall
                  only be deemed to be provided in timely manner if the notice
                  is provided to each Employee who is eligible to participate in
                  the Plan for the Plan Year at least thirty (30) days [and no
                  more than ninety (90) days] before the beginning of the Plan
                  Year. If an Employee does not receive the notice because he or
                  she only becomes eligible to participate in the Plan after the
                  ninetieth day before the beginning of the Plan Year, the
                  requirement to give the notice will be satisfied if the notice
                  is provided not more than ninety (90) days before the Employee
                  becomes eligible to participate, but in no event later than
                  the date the Employee becomes eligible. The preceding sentence
                  shall apply in the case of any Employee eligible for the first
                  Plan Year in which an Employee becomes eligible under an
                  existing Code Section 401(k) cash or deferred arrangement.

         (c)      The Plan may provide the Safe Harbor notice in writing or by
                  electronic means. If provided electronically, the notice must
                  be no less understandable than a written paper document and at
                  the time of delivery of the electronic notice, the Employee is
                  advised that he or she may request to receive the notice in
                  writing at no additional charge. Supplemental notices may also
                  be given electronically under the same conditions.

         (d)      The Plan may also comply with the notice requirements by use
                  of the Summary Plan Description. The Safe Harbor notice must
                  cross-reference the applicable sections in the Summary Plan
                  Description. The information which may be contained in the
                  Summary Plan Description, as well as the notice, is the Safe
                  Harbor Contribution Formula, including a description of the
                  levels of Matching Contributions, if any, how to make Salary
                  Deferral elections, including any administrative requirements
                  that apply to such elections, and the periods available under
                  the Plan for making deferral elections.

11.17 SATISFYING SAFE HARBOR CONTRIBUTION REQUIREMENTS UNDER ANOTHER DEFINED
      CONTRIBUTION PLAN

         (a)      GENERAL REQUIREMENTS - A Safe Harbor Matching or Non-Elective
                  Contribution may be made to this Plan or to another Defined
                  Contribution Plan maintained by the Employer that satisfies
                  Code Sections 401(a) or 403(a). The Employer electing this
                  option shall do so by identifying the plan that makes the Safe
                  Harbor Contribution in the Adoption Agreement. If the Safe
                  Harbor Contributions are made to another Defined Contribution
                  Plan, the Safe Harbor Contribution requirements must be
                  satisfied in the same manner as if the contributions were
                  being made to this Plan. A Safe Harbor Contribution made to
                  another Defined Contribution Plan shall not satisfy this Safe
                  Harbor requirement unless each Employee eligible to
                  participate in this Plan is eligible to participate in the
                  other Defined Contribution Plan under the same terms and
                  conditions.

         (b)      SAME PLAN YEAR REQUIREMENT - In order to satisfy the Safe
                  Harbor Contribution requirements, this Plan and the other
                  Defined Contribution Plan to which the Safe Harbor
                  Contribution is to be made must have the same Plan Year.

         (c)      AGGREGATION AND DISAGGREGATION RULES - The rules that apply
                  for purposes of aggregating and disaggregating cash or
                  deferred arrangement and Plans under Code Sections 401(k) and
                  401(m) also apply for purposes of Code Sections 401(k)(12) and
                  401(m)(11), respectively. All cash or deferred arrangements
                  included in a Plan are treated as a single cash or deferred
                  arrangement that must satisfy the Safe Harbor Contribution and
                  notice requirements. Moreover, two (2) Plans



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                  within the meaning of Regulations Section 1.410(b)-7(b) that
                  are treated as a single Plan pursuant to the permissive
                  aggregation rules of Treasury Regulations 1.410(b)-7(d) are
                  treated as a single Plan for purposes of the Safe Harbor
                  requirements. Conversely, a Plan [within the meaning of Code
                  Section 414(l)] that includes a cash or deferred arrangement
                  covering both collectively bargained employees and
                  noncollectively bargained employees is treated as two (2)
                  separate Plans for purposes of Code Section 401(k), and the
                  ADP Safe Harbor need not be satisfied with respect to both
                  Plans in order for one (1) of the Plans to take advantage of
                  the ADP Test Safe Harbor. Similarly, if, pursuant to Code
                  Section 410(b)(4)(B), an Employer applies Code Section 410(b)
                  separately to the portion of the Plan [within the meaning of
                  Code Section 414(l)] that benefits only Employees who satisfy
                  age and Service conditions under the Plan that are lower than
                  the greatest minimum age and Service conditions permitted
                  under Code Section 410(a), the Plan is treated as two (2)
                  separate Plans for purposes of Code Section 401(k), and the
                  ADP Test Safe Harbor need not be satisfied with respect to
                  both plans in order for one (1) of the Plans to take advantage
                  of the ADP Test Safe Harbor.



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                                   ARTICLE XII

                                 ADMINISTRATION


12.1 PLAN ADMINISTRATOR Unless otherwise provided in a separate Trust agreement,
the Plan shall be administered by the Plan Administrator who shall have the
authority to enforce the Plan on behalf of any persons having or claiming any
interest under the Plan and who shall be responsible for the operation of the
Plan in accordance with its terms. The Plan Administrator shall be the "named
fiduciary" for purposes of ERISA Section 402(a)(2) with the sole authority to
control and manage the operation and administration of the Plan, and will be
responsible for complying with the reporting and disclosure requirements of Part
1 of Subtitle B of Title I of ERISA and agent for service of legal process with
respect to the Plan. The Plan Administrator shall determine by rules of uniform
application all questions arising out of the administration, interpretation and
application of the Plan which determination(s) shall be conclusive and binding
on all parties. The Employer will serve as Plan Administrator unless an
individual or other entity (excluding the Trustee or Custodian, unless they are
the Employer sponsoring the Plan) is named to serve in such capacity. The Plan
Administrator may appoint or allocate the duties of the Plan Administrator among
several individuals or entities. The Plan Administrator's duties shall include:

         (a)      appointing the Plan's attorney, accountant, Service Provider,
                  actuary, Trustee, Custodian, investment manager, or any other
                  party needed to administer the Plan;

         (b)      directing the appropriate party with respect to payments from
                  the Trust;

         (c)      communicating with Employees regarding their participation and
                  benefits under the Plan, including the administration of all
                  claims procedures;

         (d)      maintaining all necessary records for the administration of
                  the Plan, antidiscrimination testing, and filing any returns
                  and reports with the Internal Revenue Service, Department of
                  Labor, or any other governmental agency;

         (e)      reviewing and approving any financial reports, investment
                  reviews, or other reports prepared by any party appointed by
                  the Employer under paragraph (a);

         (f)      establishing a funding policy and investment objectives
                  consistent with the purposes of the Plan and ERISA;

         (g)      construing and resolving any question of Plan interpretation
                  and questions of fact. The Plan Administrator's interpretation
                  of Plan provisions and resolution of questions of facts
                  including eligibility and amount of benefits under the Plan is
                  final and unless it can be shown to be arbitrary and
                  capricious, will not be subject to "de novo" review;

         (h)      monitoring the activities of the Trustee and the performance
                  of, and making changes when necessary to, the portfolio of the
                  Plan;

         (i)      obtaining a legal determination of the qualified status of all
                  domestic relations orders and complying with the requirements
                  of the law with regard thereto;

         (j)      administering the loan program including ensuring that any and
                  all loans made by the Plan are in compliance with the
                  requirements of the Internal Revenue Code and the Regulations
                  issued thereunder, and the Regulations issued by the
                  Department of Labor;

         (k)      determining from the records of the Employer, the
                  Compensation, Service, records, status, and the other facts
                  regarding Participants and Employees;

         (l)      to the extent provided in the Adoption Agreement, directing
                  the Trustee or Custodian with respect to the investments, in
                  the Plan Administrator's capacity as named fiduciary; and



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<PAGE>
         (m)      the right to employ others, including legal counsel who may,
                  but need not, be counsel to the Employer, to render advice
                  regarding any questions which may arise with respect to its
                  rights, duties and responsibilities under the Plan, and may
                  rely upon the opinions or certificates of any such person.

12.2 PERSONS SERVING AS PLAN ADMINISTRATOR Unless otherwise provided in a
separate Trust agreement, if the Employer is no longer in existence, and the
Plan or the Employer does not specify the person to take an action or otherwise
serve in the place of the Employer in connection with the operation of the Plan,
the Plan Administrator shall so act or serve, but if there is no person serving
as Plan Administrator, then a successor shall be designated in writing by a
majority of Participants whose accounts under the Plan have not yet been fully
distributed at such time. A majority of the legally competent Beneficiaries of a
deceased Participant then entitled to receive benefits may exercise the deceased
Participant's rights to participate in that designation and shall be considered
for that purpose to be one Participant, in the Participant's place.

12.3 ACTION BY EMPLOYER Action by the Employer under the Plan shall be carried
out by the sole proprietor, if the Employer is a sole proprietorship, by a
general partner of the Employer, if the Employer is a partnership, or by the
board of directors or a duly authorized officer of the Employer, if the Employer
is a corporation. If the Employer is no longer in existence, and the Plan does
not specify the person to take an action, or otherwise serve in the place of the
Employer, in connection with the operation of the Plan, the Plan Administrator
shall so act or serve, but if there is no person serving as Plan Administrator,
such action shall be taken by a person selected following the approach referred
to in paragraph 12.2. The Trustee/Custodian shall have, and assume, no
responsibility for inquiring into the authority of any person purporting to act
on behalf of an Employer.

12.4 RESPONSIBILITIES OF THE PARTIES Unless otherwise provided in a separate
     Trust agreement:

         (a)      The Employer and the Plan Administrator shall cooperate with
                  each other in all respects, including the provision to each
                  other of records and other information relating to the Plan,
                  as may be necessary or appropriate for the proper operation of
                  the Plan or as may be required under the Code or ERISA.

         (b)      The Plan Administrator may delegate in writing all or any part
                  of the Plan Administrator's responsibilities under the Plan to
                  agents or others by written agreement communicated to the
                  delegate and to the Employer or, if the Employer is no longer
                  in existence, to such person or persons selected following the
                  approach in paragraph 12.2 and, in the same manner, may revoke
                  any such delegation of responsibility. Any action of a
                  delegate in the exercise of such delegated responsibilities
                  shall have the same force and effect for all purposes as if
                  such action had been taken by the Plan Administrator. The
                  delegate shall have the right, in such person's sole
                  discretion, by written instrument delivered to the Plan
                  Administrator, to reject and refuse to exercise any such
                  delegated authority. The Trustee/Custodian need not act on
                  instructions of such a delegate despite any knowledge of such
                  delegation, but may require the Plan Administrator to give the
                  Trustee/Custodian all instructions necessary under the Plan.

12.5 ALLOCATION OF INVESTMENT RESPONSIBILITY Unless otherwise provided in a
separate Trust agreement, responsibility with respect to the investment of the
Trust shall as elected in the Adoption Agreement. The amounts allocated to
Participants' accounts shall be invested by the Trustee or Custodian pursuant to
the elections in the Adoption Agreement, Articles XII and XIII as applicable,
and in accordance with investment directions from authorized parties as provided
hereunder.

12.6 APPOINTMENT OF INVESTMENT MANAGER Unless otherwise provided in a separate
Trust agreement, the appointment of an investment manager shall be made in
accordance with this Article. If an investment manager is appointed, such entity
or individual must be registered as an investment manager under the Investment
Advisors Act of 1940 or under applicable state law, meet the requirements of
ERISA Section 3(38) or be a bank as defined in said Act or an insurance company
qualified under the laws of more than one state to perform investment management
services. An investment manager shall acknowledge in writing its appointment and
fiduciary status hereunder and shall agree to comply with all applicable
provisions of this document. The investment manager shall have the investment
powers granted the Trustee in paragraph 13.8 except to the extent the investment
manager's powers are



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limited by the investment management agreement. A copy of the investment
management agreement (and any modifications or termination thereof) must be
provided to the Trustee or Custodian. Written notice of each appointment of an
investment manager shall be given to the Trustee or Custodian in advance of the
effective date of the appointment. Such notice or agreement shall specify what
portion of the Trust Fund will be subject to the investment manager's
discretion.

12.7 PARTICIPANT INVESTMENT DIRECTION Unless otherwise provided in a separate
Trust agreement, and if elected by the Employer in the Adoption Agreement,
Participants shall be given the option to direct the investment of such part of
their account balances as specified therein. The Employer or the Named
Investment Fiduciary from time to time shall select the investments to be made
available, including the appointment of any investment manager who meets the
requirements of ERISA Section 3(38) to manage the assets of any Participant's
account. The Employer or the Named Investment Fiduciary, independent of the
Trustee, shall be responsible for reviewing the performance of such investments.
The following administrative procedures shall apply to the administration of
investments selected by the Employer or the Employer's designated fiduciary:

         (a)      The Plan Administrator shall administer the program.

         (b)      At the time an Employee becomes eligible for the Plan, he or
                  she shall provide the Plan Administrator an investment
                  designation stating the percentage of his or her contributions
                  to be invested in the available investments.

         (c)      A Participant may change his or her election with respect to
                  future contributions by notifying the Employer,
                  Trustee/Custodian or other Service Provider, as they shall
                  mutually agree, in accordance with the procedures established
                  by the Plan Administrator.

         (d)      A Participant may transfer or exchange his or her balance from
                  one investment alternative to another by notifying the
                  Employer, Trustee/Custodian or other Service Provider, as they
                  shall mutually agree, in accordance with the procedures
                  established by the Plan Administrator.

         (e)      The investment alternatives offered under the Plan may be
                  limited in a uniform and nondiscriminatory manner. Investments
                  may be restricted to specific investment alternatives
                  selected, including but not limited to, certain mutual funds,
                  investment contracts, collective funds or deposit accounts. If
                  investments outside the alternatives selected are permitted,
                  Participants may not direct that investments be made in
                  collectibles other than U.S. Government or state issued gold
                  and silver coins.

         (f)      The Plan Administrator may permit, in a uniform and
                  nondiscriminatory manner, a Beneficiary of a deceased
                  Participant or alternate payee under a Qualified Domestic
                  Relations Order [as defined in Code Section 414(p)] to
                  individually direct their account in accordance with this
                  paragraph.

         (g)      Investment directions will be processed as soon as
                  administratively practicable after proper investment
                  directions are received from the Participant. The Employer,
                  Plan Administrator, Service Provider, Trustee and/or Custodian
                  cannot provide any guarantee of the timing of processing of
                  any investment directive. The Employer, Plan Administrator,
                  Service Provider, Trustee and/or Custodian reserve the right
                  not to value an investment alternative or a Participant's
                  account on any given Valuation Date for any reason deemed
                  appropriate by the Employer or Plan Administrator. The
                  Employer, Plan Administrator, Service Provider, Trustee and/or
                  Custodian further reserve the right to delay the processing of
                  any investment transaction for any legitimate business reason
                  including but not limited to failure of systems or computer
                  programs, failure of the means of the transmission of data,
                  force majeure, the failure of a Service Provider to timely
                  receive values or prices, to correct its errors or omissions
                  or the errors or omissions of any Service Provider.



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         (h)      Notwithstanding the foregoing, and regardless of a
                  Participant's authority to direct the investment of assets
                  allocated to his or her account, the Named Investment
                  Fiduciary is authorized and empowered to direct the Trustee to
                  invest funds in short term investments pending other
                  investment instructions by the Plan Administrator.

12.8 APPLICATION OF ERISA SECTION 404(c) Unless otherwise provided in a separate
Trust agreement, if elected by the Employer in the Adoption Agreement, all
Participant accounts under the Plan shall be invested as elected by each
Participant in a broad range of investment options made available from time to
time by the Employer for this purpose. If the Employer further elects that the
Plan is intended to qualify as an "ERISA Section 404(c) Plan" within the meaning
of Regulations issued pursuant to such section, Participants shall have the
opportunity, at least once in any three (3) month period, to give investment
instructions (with an opportunity to obtain written confirmation of such
instructions) as to the investment of contributions made on his or her behalf
among the available investment options. The Plan Administrator shall be
obligated to comply with such instructions except as otherwise provided in the
Regulations issued under ERISA Section 404(c).

The Plan Administrator will provide or will make arrangement to provide each
Participant with a description of the investment alternatives available under
the Plan; and with respect to each designated investment alternative, a general
description of the investments objectives, risk and return characteristics of
each alternative, including information relating to the type and diversification
of assets comprising the investment portfolio.

The Plan Administrator by separate document may prescribe the form and the
manner in which such direction shall be made, as well as the frequency with
which such directions may be made or changed and the dates as of which they
shall be effective, in a manner consistent with the foregoing. The Plan
Administrator (or a person or entity so designated by the Employer) shall be the
fiduciary identified to furnish the information as contemplated by ERISA Section
404(c), but may designate on its behalf another person or entity to provide such
information or to perform any of the obligations of the Plan Administrator under
this paragraph.

Except as otherwise provided in this Basic Plan Document #01, the Trustee,
Custodian, the Employer, or any fiduciary of the Plan shall not be liable to the
Participant or any of his or her Beneficiaries for any loss resulting from
action taken at the direction of the Participant. All fiduciaries of the Plan
shall be relieved of their fiduciary liability with respect to the Participant
directing his or her investments pursuant to ERISA Section 404(c) if elected by
the Employer in the Adoption Agreement of its intention to comply with ERISA
Section 404(c).

Any costs and expenses related to compliance with the Participant's directions
shall be borne by the Participant's directed account, unless paid by the
Employer.

12.9 PARTICIPANT LOANS Unless otherwise provided in a separate Trust agreement,
if permitted by the Employer in the Adoption Agreement, a Plan Participant and
Beneficiaries who are parties-in-interest as defined in ERISA Section 3(14) may
make application to the Plan Administrator requesting a loan from the Plan. The
Plan Administrator shall have the sole right to approve or deny a Participant's
application provided that loans shall be made available to all Participants on a
reasonably equivalent basis. Loans shall not be made available to Highly
Compensated Employees in an amount greater than the amount made available to
other Participants. Any loan granted under the Plan shall be made in accordance
with the terms of a written loan policy adopted by the Employer which is hereby
incorporated by reference and made a part of this Basic Plan Document #01. The
loan policy may be amended in writing from time to time without the necessity of
amending this paragraph and shall be subject to the following rules to the
extent such rules are not inconsistent with such loan policy.

         (a)      No loan, when aggregated with any outstanding loan(s) to the
                  Participant, shall exceed the lesser of (i) $50,000 reduced by
                  the excess, if any, of the Participant's highest outstanding
                  balance of all loans on any day during the one (1) year period
                  ending on the day before the loan is made, over the
                  outstanding balance of loans from the Plan on the date the
                  Participant's loan is made or (ii) one-half of the fair market
                  value of the Participant's Vested Account Balance consisting
                  of contributions as specified in the loan policy. An election
                  may be made in the loan policy, that if the Participant's
                  Vested Account Balance is $20,000 or less, the maximum loan
                  shall not exceed the lesser of $10,000 or 100% of the
                  Participant's Vested Account Balance. For the purpose of the
                  above limitation, all loans from all plans of the Employer and
                  other members of a group of



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                  employers described in Code Sections 414(b), 414(c), and
                  414(m) are aggregated. An assignment or pledge of any portion
                  of the Participant's interest in the Plan and a loan, pledge,
                  or assignment with respect to any insurance contract purchased
                  under the Plan, will be treated as a loan under this
                  paragraph.

         (b)      All applications must be in accordance with procedures adopted
                  by the Plan Administrator.

         (c)      Any loan shall bear interest at a rate reasonable at the time
                  of application, considering the purpose of the loan and the
                  rate being charged by representative commercial banks in the
                  local area for a similar loan unless the Plan Administrator
                  sets forth a different method for determining loan interest
                  rates in its written loan procedures. The loan agreement shall
                  also provide that the payment of principal and interest be
                  amortized in level payments not less frequently than
                  quarterly.

         (d)      The term of such loan shall not exceed a period of five (5)
                  years except in the case of a loan for the purpose of
                  acquiring any house, apartment, condominium, or mobile home
                  that is used or is to be used within a reasonable time as the
                  principal residence of the Participant. The Plan Administrator
                  in accordance with the Plan's loan policy shall determine the
                  term of such loan.

         (e)      The principal and interest paid by a Participant on his or her
                  loan shall be credited to the Plan in the same manner as for
                  any other Plan investment. Unless otherwise provided in the
                  loan policy, loans will be treated as segregated investments
                  of the individual Participant on whose behalf the loan was
                  made. This provision is not available if its election will
                  result in discrimination in the operation of the Plan.

         (f)      If the Plan Administrator approves a Participant's loan
                  request, it shall be evidenced by a note, loan agreement, and
                  assignment of up to 50% of his or her interest in the Trust as
                  collateral for the loan. The Participant, except in the case
                  of a profit-sharing plan satisfying the requirements of
                  paragraph 8.7, must obtain the consent of his or her Spouse,
                  if any, within the ninety (90) day period before the time his
                  or her account balance is used as security for the loan. A new
                  consent is required if the account balance is used for any
                  renegotiation, extension, renewal or other revision of the
                  loan, including an increase in the loan amount. The consent
                  must be written, must acknowledge the effect of the loan, and
                  must be witnessed by a Plan representative or notary public.
                  Such consent shall subsequently be binding with respect to the
                  consenting Spouse or any subsequent Spouse.

         (g)      If a valid Spousal consent has been obtained in accordance
                  with (f), then, notwithstanding any other provision of this
                  Plan, the portion of the Participant's Vested Account Balance
                  used as a security interest held by the Plan by reason of a
                  loan outstanding to the Participant shall be taken into
                  account for purposes of determining the amount of the account
                  balance 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 Balance
                  (determined without regard to the preceding sentence) is
                  payable to the surviving Spouse, then the account balance
                  shall be adjusted by first reducing the Vested Account Balance
                  by the amount of the security used as repayment of the loan,
                  and then determining the benefit payable to the surviving
                  Spouse.

         (h)      Any loan made hereunder shall be subject to the provisions of
                  a loan agreement, promissory note, security agreement, payroll
                  withholding authorization and, if applicable, financial
                  disclosure. Such documentation may contain additional loan
                  terms and conditions not specifically itemized in this section
                  provided that such terms and conditions do not conflict with
                  this section. Such additional terms and conditions may
                  include, but are not limited to, procedures regarding default,
                  a grace period for missed payments, and acceleration of a
                  loan's maturity date on specific events such as termination of
                  employment.

         (i)      No loans will be made to Owner-Employees or Shareholder
                  Employees, unless the Employer obtains a prohibited
                  transaction exemption from the Department of Labor.



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         (j)      Liquidation of a Participant's assets for the purpose of the
                  loan will be allocated on a pro-rata basis across all the
                  investment alternatives in a Participant's account, unless
                  otherwise specified by the Participant, Plan Administrator, or
                  the Plan's loan policy.

         (k)      If a request for a loan is approved by the Plan Administrator,
                  funds shall be withdrawn from the recordkeeping subaccounts
                  specified by the Participant or in the absence of such a
                  specification, from the recordkeeping subaccounts in the order
                  specified in the loan policy.

         (l)      If a Plan permits loans to Participants, the Trustee/Custodian
                  may appoint the Employer as its agent, and if the Employer
                  accepts such appointment, agree to hold all notes and other
                  evidence of any loans made to Participants. If provided in the
                  loan policy, the Plan Administrator may also require
                  additional collateral in order to adequately secure the loan.
                  The Employer shall hold such notes and evidence under such
                  conditions of safekeeping as is prudent and as required by
                  ERISA. The Trustee/Custodian may account for all loans in the
                  aggregate so that all Participant loans will be shown
                  collectively as a single asset of the Plan.

         (m)      Unless otherwise elected in the Adoption Agreement, loan
                  payments will be suspended under this Plan as permitted under
                  Code Section 414(u).

12.10 INSURANCE POLICIES Unless otherwise provided in a separate Trust
agreement, if elected by the Employer in the Adoption Agreement and agreed to by
the Trustee or Custodian, Participants may purchase life insurance policies
under the Plan. Any life insurance premium paid for any Participant out of the
Employer contributions will be made on behalf of the Participant unless the
amount of such payment, plus all premiums previously paid on behalf of such
Participant is (a) with respect to ordinary life insurance policies, less than
fifty percent (50%) of the Employer Contributions and forfeitures allocated to
the Participant's account determined on the date the premium is paid, (b) with
respect to term and universal life policies, less than twenty-five percent (25%)
of such allocation amounts, or (c) a combination of ordinary life and term
and/or universal life insurance policies are purchased, the sum of the term and
universal life insurance premiums plus one-half of the ordinary life premiums
may not exceed twenty-five percent (25%) of such amounts allocated. Dividends
received on life insurance policies shall be considered a reduction of premiums
paid in such computations. If the Plan established is a profit sharing plan, the
incidental insurance benefit requirement is not applicable if the Plan purchases
life insurance benefits from only Employer contributions which have been
allocated to the Participant's account for at least two years.

         (a)      The Named Investment Fiduciary or its agent shall select the
                  insurance company and the policy and direct the Trustee (or
                  Custodian) as to the purchase of the insurance contract. Such
                  direction shall include but not be limited to the term, price
                  and the insurance company from which the policy should be
                  purchased.

         (b)      The Trustee, if the Plan is trusteed, or Custodian, if the
                  Plan has a custodial account, shall apply for and will be the
                  owner of any insurance contract and named beneficiary of any
                  policies purchased under the terms of this Plan. The insurance
                  contract(s) must provide that proceeds will be payable to the
                  Trustee (or Custodian, if applicable), however the Trustee (or
                  Custodian) shall be required to pay over all the proceeds of
                  the contract(s) to the Participant's designated Beneficiary in
                  accordance with the distributions provisions of this Plan. A
                  Participant's Spouse will be the designated Beneficiary of the
                  proceeds in all circumstances unless a qualified election has
                  been made in accordance with paragraph 8.4, Joint and Survivor
                  Annuity requirements, if applicable. Under no circumstances
                  shall the Trust (or custodial account) retain any part of the
                  proceeds. In the event of any conflict between the terms of
                  this Basic Plan Document #01 and the terms of any insurance
                  contract purchased hereunder, these Plan provisions shall
                  control. The Beneficiary of a deceased Participant shall
                  receive, in addition to the proceeds of the Participant's
                  policy or policies, the amount credited to such Participant's
                  account.

         (c)      A Participant who is uninsurable or insurable at substandard
                  rates may elect to receive a reduced amount of insurance, if
                  available, or may waive the purchase of any insurance.



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         (d)      All dividends or other returns received on any policy
                  purchased shall be applied to reduce the next premium due on
                  such policy, or if no further premium is due, such amount
                  shall be credited to the Trust as part of the account of the
                  Participant for whom the policy is held.

         (e)      If Employer contributions are inadequate to pay all premiums
                  on all insurance policies, the Trustee or Custodian may, at
                  the option of the Employer, utilize other amounts remaining in
                  each Participant's account to pay the premiums on his or her
                  respective policy or policies, allow the policies to lapse,
                  reduce the policies to a level at which they may be
                  maintained, or borrow against the policies on a prorated
                  basis, provided that the borrowing does not discriminate in
                  favor of the policies on the lives of Highly Compensated
                  Employees.

         (f)      On retirement or termination of employment of a Participant,
                  termination of the Plan, or the contract would but for the
                  sale, be surrendered by the Plan, the Employer shall direct
                  the Trustee or Custodian to surrender the Participant's policy
                  and credit the proceeds to his or her account for distribution
                  under the terms of the Plan. However, before so doing, the
                  Trustee or Custodian shall first offer to transfer ownership
                  of the policy to the Participant. Prior to such transfer, the
                  Participant may elect to make payment to the Trust of the cash
                  value of the policy. Such payment shall be credited to the
                  Participant's account for distribution under the terms of the
                  Plan. All distributions resulting from the application of this
                  paragraph shall be subject to the Joint and Survivor Annuity
                  Rules of Article VIII, if applicable.

         (g)      The Employer shall be solely responsible to ensure the
                  insurance provisions are administered properly and that if
                  there is any conflict between the provisions of this Plan and
                  any insurance contracts issued, the terms of this document
                  will control.

         (h)      Notwithstanding the above, in profit-sharing plans, the
                  limitations imposed herein with respect to the purchase of
                  life insurance shall not apply to any Participant who has
                  participated in this Plan for five (5) or more years or to the
                  portion of a Participant's Vested Account Balance, that would
                  be eligible for withdrawal under paragraph 6.8 whether or not
                  in-service withdrawals are actually allowed under the Plan,
                  that has accumulated for at least two (2) Plan Years. No
                  amount of Qualified Voluntary Contributions made to the Plan
                  may be used to purchase life insurance. In addition, under
                  such Plans, a Participant may, subject to the limitations set
                  forth in this subparagraph, elect to have keyman life
                  insurance purchased on the life of any Participant who is
                  considered essential to the success of the Employer's
                  business. In such case, the proceeds of such a life insurance
                  contract in excess of such contract's cash value as of the
                  date of death of such insured shall be paid to the
                  Beneficiaries named with respect to such contract. Death
                  benefits, including those in the previous sentence, payable
                  from a life insurance contract shall be paid in accordance
                  with paragraph 8.7, if this Plan meets the safe harbor
                  provisions in that paragraph, or in accordance with paragraph
                  8.2 or 8.3, whichever may be applicable. The cash value of the
                  contract shall be added to the Participant's Vested Account
                  Balance.

         (i)      No insurance contract will be purchased under the Plan unless
                  such contract or a separate definite written agreement between
                  the Employer and the insurer provides that no value under
                  contracts providing benefits under the Plan or credits
                  determined by the insurer (on account of dividends, earnings,
                  or other experience rating credits, or surrender or
                  cancellation credits) with respect to such contracts may be
                  paid or returned to the Employer or diverted to or used for
                  other than the exclusive benefit of the Participants or their
                  Beneficiaries. However, any contribution made by the Employer
                  because of a mistake of fact must be returned to the Employer
                  within one (1) year of the contribution.

         (j)      If this Plan is funded by individual contracts that provide a
                  Participant's benefit under the Plan, such individual
                  contracts shall constitute the Participant's account balance.
                  If this Plan is funded by group contracts, under the group
                  annuity or group insurance contract, premiums or other
                  consideration received by the insurance company must be
                  allocated to Participants' accounts under the Plan.



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         (k)      For Plans funded with individual or group annuity contracts,
                  no Trustee or Custodian is required to hold the assets of the
                  Plan. Accordingly, any references to the Trust, the Trust fund
                  or the fund collectively refers to any contracts issued by an
                  insurance company to fund a Plan established under this
                  document.

12.11 DETERMINATION OF QUALIFIED DOMESTIC RELATIONS ORDER (QDRO OR ORDER) Unless
otherwise provided in a separate Trust agreement, a domestic relations order
shall specifically state all of the following in order to be deemed a Qualified
Domestic Relations Order ("QDRO"):

         (a)      The name and last known mailing address (if any) of the
                  Participant and of each alternate payee covered by the QDRO.
                  However, if the QDRO does not specify the current mailing
                  address of the alternate payee, but the Plan Administrator has
                  independent knowledge of that address, the QDRO will still be
                  valid.

         (b)      The dollar amount or percentage of the Participant's benefit
                  to be paid by the Plan to each alternate payee, or the manner
                  in which the amount or percentage will be determined.

         (c)      The number of payments or period for which the order applies.

         (d)      The specific Plan (by name) to which the domestic relations
                  order applies.

The domestic relations order shall not be deemed a QDRO if it requires the Plan
to provide:

         (e)      any type or form of benefit or any option not already provided
                  for in the Plan;

         (f)      increased benefits or benefits in excess of the Participant's
                  vested rights;

         (g)      payment of a benefit earlier than allowed by the Plan's
                  earliest retirement provisions or, in the case of a
                  profit-sharing or 401(k) plan, prior to the first date on
                  which an in-service withdrawal is allowed; or

         (h)      payment of benefits to an alternate payee which are required
                  to be paid to another alternate payee under another QDRO.

Upon receipt of a domestic relations order ("Order") which may or may not be
"qualified", the Plan Administrator shall notify the Participant and any
alternate payee(s) named in the Order of such receipt, and forward either a copy
of this paragraph or other written QDRO policies and procedures. The Plan
Administrator shall establish written procedures to establish the qualified
status of a domestic relations order, which may include forwarding the Order to
the Plan's legal counsel for an opinion as to whether or not the Order is in
fact "qualified" as defined in Code Section 414(p). Within a reasonable time
after receipt of the Order, not to exceed sixty (60) days, the Plan
Administrator shall make a determination as to its "qualified" status and the
Participant and any alternate payee(s) shall be promptly notified in writing of
the determination.

If the "qualified" status of the Order is in question, there will be a delay in
any payout to any payee including the Participant, until the status is resolved.
In such event, the Plan Administrator shall segregate the amount that would have
been payable to the alternate payee(s) if the Order had been deemed a QDRO. If
the Order is not qualified or the status is not resolved (for example, it has
been sent back to the court for clarification or modification) within eighteen
(18) months beginning with the date the first payment would have to be made
under the Order, the Plan Administrator shall pay the segregated amounts plus
interest to the person(s) who would have been entitled to the benefits had there
been no Order. If a determination as to the qualified status of the Order is
made after the eighteen (18) month period described above, then the Order shall
only be applied on a prospective basis. If the Order is determined to be a QDRO,
the Participant and alternate payee(s) shall again be notified promptly after
such determination. Once an Order is deemed a QDRO, the Plan Administrator shall
pay to the alternate payee(s) all the amounts due under the QDRO, including
segregated amounts plus earnings, if any, which may have accrued during a
dispute as to the Order's qualification.



                                       93

<PAGE>

Unless specified otherwise in the Adoption Agreement or in a separate Trust
agreement, the QDRO retirement age with regard to the Participant against whom
the order is entered shall be the date the order is determined to be qualified.
These provisions will only allow distributions to the alternate payee(s) and not
the Participant.

12.12 RECEIPT AND RELEASE FOR PAYMENTS Unless otherwise provided in a separate
Trust agreement, any payment to any Participant, his legal representative,
Beneficiary, or to any guardian or committee appointed for such Participant or
Beneficiary in accordance with the provisions of the Plan shall be in full
satisfaction of all claims hereunder against the Trustee, Employer or Plan
Administrator each of whom may require such Participant, legal representative,
Beneficiary, guardian or committee as a condition prior to such payment, to
execute a receipt and release in such form as shall be determined by the
Trustee, Employer or Plan Administrator.

12.13 RESIGNATION AND REMOVAL Unless otherwise provided in a separate Trust
agreement, an individual serving as Plan Administrator may resign by giving
written notice to the Employer, or if the Employer is no longer in existence, to
the Trustee/Custodian, not less than thirty (30) days before the effective date
of the individual's resignation. The Plan Administrator may be removed upon
thirty (30) days prior written notice to the Plan Administrator, with or without
cause, by the Employer, or if the Employer is no longer in existence, by a
majority of the Participants and Beneficiaries following the approach referred
to in paragraph 12.2. A notice period provided for in this paragraph 12.13 may
be waived or reduced if acceptable to the parties involved. The Employer, if in
existence, shall be the successor to the position involved, or the Employer may
appoint a successor to a person who has resigned or been removed as Plan
Administrator, but if the Employer is no longer in existence, the appointment
shall be made by a majority of the Participants and Beneficiaries following the
approach referred to in paragraph 12.2. When the Plan Administrator's
resignation or removal becomes effective, the Plan Administrator shall perform
all acts necessary to transfer all relevant records to its successor. A
successor Plan Administrator shall have all the rights and powers and all of the
duties and obligations of the original Plan Administrator but shall have no
responsibility for acts or omissions before the successor became Plan
Administrator.

12.14 CLAIMS AND CLAIMS REVIEW PROCEDURE Unless otherwise provided in a separate
Trust agreement, if any Employee, Participant, Beneficiary or any other person
claims to be entitled to benefits under the Plan, and the Plan Administrator
denies that claim in whole or in part, the Plan Administrator shall, in writing,
within ninety (90) days notify the claimant that his claim has been denied in
whole or in part, setting forth the specific reason or reasons for the denial,
specific reference to pertinent Plan provisions upon which the denial is based,
a description of any additional material or information which may be needed to
clarify the claim, including an explanation of why such information is
necessary, and shall refer to the claims review procedure as set forth in this
paragraph 12.14. Within sixty (60) days after the mailing or delivery by the
Plan Administrator of such notice, the claimant may request, by written notice
to the Plan Administrator, a review by the Employer of the decision denying the
claim. The claimant may examine documents pertinent to the review and may submit
written issues and comments to the Plan Administrator. If the claimant fails to
request such a hearing within such sixty (60) day period, it shall be
conclusively determined for all purposes of this Plan that the denial of such
claim is correct. If the claimant requests a review within the sixty (60) day
period, the Plan Administrator shall designate a time, which time shall be no
less than ten (10) nor more than forty-five (45) days from the date of receipt
by the Plan Administrator of the claimant's notice to the Plan Administrator,
and a place for such hearing, and shall promptly notify such claimant of such
time and place. Within forty-five (45) days after the conclusion of the hearing,
including any extensions of the date thereof mutually agreed to by the claimant
and the Plan Administrator, the Plan Administrator shall communicate to the
claimant the Plan Administrator's decision in writing, and if the Plan
Administrator confirms the denial, in whole or in part, the communication shall
set forth the specific reason or reasons for the decision and specific reference
to those Plan provisions upon which the decision is based.



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<PAGE>



12.15 BONDING Every fiduciary, except for a bank, trust company or an insurance
company, unless otherwise exempted by ERISA and the Regulations issued
thereunder shall be bonded in an amount not less than 10% of the amount of the
funds such fiduciary handles; provided however, that the minimum bond shall be
$1,000 and the maximum bond $500,000. The amount of funds handled shall be
determined at the beginning of each Plan Year by the amount of funds handled by
such person, group or class to be covered and their predecessors, if any, during
the preceding Plan Year, or if there is no preceding Plan Year, then by the
amount of the funds to be handled during the then current year. The bond shall
provide protection to the Plan against any loss by reason of acts of fraud or
dishonesty by the fiduciary either acting alone or in concert with others. The
surety shall be a corporate surety company [as the term is used in ERISA Section
412(a)(2)], and the bond shall be in a form approved by the Secretary of Labor.
Notwithstanding anything in the Plan to the contrary, the costs of such bonds
shall be an expense of and may, at the election of the Plan Administrator, be
paid from the Trust or by the Employer.



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                                  ARTICLE XIII

                                TRUST PROVISIONS


13.1     ESTABLISHMENT OF THE TRUST

         (a)      The Employer shall appoint within the Adoption Agreement who
                  may be the Sponsor (or an affiliate) of this Basic Plan
                  Document #01 or an individual(s), institution or other party,
                  to serve as Trustee or Custodian (if applicable) of the Plan.
                  The Employer shall also have the right, but is not required,
                  to appoint a Custodian in the Adoption Agreement to have
                  custody of the Plan's assets. The Employer may execute a
                  separate trust or custodial agreement outlining the Trustee's
                  or Custodian's duties and responsibilities which shall be
                  incorporated by reference and made part of this Basic Plan
                  Document #01. No such ancillary agreement may conflict with
                  any provision(s) of this document. Any provision which would
                  jeopardize the tax-qualified status of this Plan shall be null
                  and void. Unless otherwise elected in the Adoption Agreement,
                  the Trust and/or Custodial provisions of this Article XIII and
                  Article XII, as applicable, of the Basic Plan Document #01
                  together with any such ancillary agreement shall be operative.
                  If the Sponsor is a bank, trust company or other financial
                  organization, a person or institution other than the Sponsor
                  or its affiliate may not serve as Trustee or Custodian of the
                  Plan without the express written consent of the Sponsor. If a
                  financial organization is the Sponsor, and is not named
                  Trustee, the Sponsor may serve as Custodian under the Plan as
                  provided at paragraph 13.13 herein. The Trustee shall invest
                  the Trust Fund in any of the investment alternatives as
                  provided in paragraph 13.8. If a Custodian is appointed, the
                  Trust Fund shall be invested in accordance with paragraph
                  13.14.

         (b)      The Employer establishes with the Trustee a Trust which shall
                  consist of all money and property received under Articles III
                  and IV of this document, increased by any income on or
                  increment in such value of assets and decreased by any
                  investment loss, expense, benefit payment, withdrawal or other
                  distribution by the Trustee in accordance with the provisions
                  of the Plan. The Trustee/Custodian shall hold the Trust fund
                  without distinction between principal and income. The Trust
                  fund will be held, invested, reinvested and administered by
                  the Trustee in accordance with this Article and any ancillary
                  documents as provided for in this Article.

13.2 CONTROL OF PLAN ASSETS The assets of the Trust or evidence of ownership
shall be held by the Trustee and/or the Custodian under the terms of the Basic
Plan Document #01. If the assets represent amounts transferred from another
trustee or custodian under a former plan, the Trustee and/or Custodian named
hereunder shall not be responsible for any actions of the prior fiduciary
including the propriety of any investment decision made by the prior
trustee/custodian under any prior plan. Instead, the Employer shall be
responsible for such actions.

13.3 DISCRETIONARY TRUSTEE If the Employer elects in the Adoption Agreement, or
otherwise appoints the Trustee to act in the capacity of discretionary Trustee,
the Trustee shall invest the Trust in accordance with the Plan's investment
policy statement and the investment alternatives permitted at paragraph 13.8
herein. The Trustee will have the discretion and authority to invest, manage and
control those Plan assets except those assets which are subject to the
investment direction of a Participant (if Participant direction is permitted),
or an investment manager or Named Investment Fiduciary, or other agent properly
appointed by the Employer. The exercise of any investment direction hereunder
shall be consistent with the investment policy of the Plan. The Trustee shall
also perform custodial functions described at paragraph 13.14 hereof for the
Trust with respect to Plan assets over which the Trustee has investment
management responsibility. The Trustee may also perform custodial functions for
the Trust with respect to Plan assets the Trustee does not manage, to the extent
agreed to between the Trustee and the Employer, if the Trustee is appointed
Custodian for some or all of such assets in accordance with the terms of the
Plan. The Trustee may execute any additional documents as required which shall
be treated as an addendum to this Basic Plan Document #01. No such agreement may
conflict with any provision nor shall any provision in such an agreement
jeopardize the tax-qualified status of the Plan. Any such provision shall be
null and void. The Trustee's administrative duties shall be limited to those
agreed to between the parties. The Employer or its designate shall be
responsible for other administrative duties required under the Plan or by
applicable law.



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13.4 NONDISCRETIONARY TRUSTEE If the Employer elects in the Adoption Agreement
or as otherwise agreed to in writing, the Trustee may act in the capacity of a
nondiscretionary Trustee. In this capacity, the Trustee shall have no
discretionary authority to invest, manage or control Plan assets and is
authorized solely to make and hold investments only as directed pursuant to
paragraph 12.5. The nondiscretionary Trustee shall have the same rights, powers
and duties as the discretionary Trustee but exercises such authority in
accordance with the direction of the party which has the authority to manage and
control the investment of Plan assets. If directions are not provided to the
Trustee, the Employer will provide such necessary direction.

13.5 PROVISIONS RELATING TO INDIVIDUAL TRUSTEES

         (a)      Notwithstanding any other provisions of the Plan to the
                  contrary, the provisions of this paragraph shall apply if one
                  (1) or more individuals are named as Trustee(s) in the
                  Adoption Agreement and shall not apply to any institutional
                  Trustee named in the Adoption Agreement.

         (b)      If there shall be more than one individual acting in the
                  capacity of Trustee, they shall act by a majority of their
                  number, unless they unanimously decide that one (1) or more of
                  them may act on the matter or category of matters involved
                  without the approval of the others and they may authorize in
                  writing that one (1) or more of them shall act on their behalf
                  including but not limited to executing documents and
                  authorizing distributions on behalf of the Trustees.

         (c)      Any person may rely, without having to make further inquiry,
                  upon instructions appearing to be genuine instructions from
                  any individual serving as Trustee as being the will, intent
                  and action of all individuals so serving if no allocation of
                  duties has been made.

         (d)      The Trustee shall be paid such reasonable compensation for
                  services as shall from time to time be agreed upon in writing
                  by the Employer and the Trustee, provided that an individual
                  serving as Trustee who already receives full-time Compensation
                  from the Employer shall not receive compensation for serving
                  as such from the Plan.

13.6 INVESTMENT INSTRUCTIONS Any investment directive shall be made in writing
or such other form as agreed to by the Employer, Trustee/Custodian and the
investment manager. In the absence of such directive, cash shall be
automatically invested in such investment or investments as the Employer or
Named Investment Fiduciary shall select from the investments made available for
that purpose unless and until the person or persons responsible for giving
directions directs otherwise. Such automatic investment shall be made at regular
intervals and pursuant to procedures established by the parties (which
procedures may without limitation, provide for more frequent intervals only if
uninvested balances exceed a stated amount). Absent a contrary direction in
accordance with the preceding provisions of this paragraph 13.6, such
instructions regarding the delegation of investment responsibility shall remain
in force until revoked or amended in writing. Neither the Trustee nor the
Custodian shall be responsible for the propriety of any directed investment made
nor shall they be required to consult with or advise the Employer regarding the
investment quality of any directed investment held hereunder. If the Employer
fails to designate an investment manager, the Trustee shall have full investment
management authority as agreed upon in a duly authorized and executed investment
management agreement. If the Employer does not issue investment directions with
regard to specific assets held in the Trust, the Trustee shall have authority to
invest those assets in the Trust in its sole discretion subject to paragraph
13.8. While the Employer may direct the Trustee with respect to Plan
investments, the Employer may not:

         (a)      borrow from the Plan or pledge any of the assets of the Plan
                  as security for a loan,

         (b)      buy property or assets from or sell property or assets to the
                  Plan,

         (c)      charge any fee for services rendered to the Plan, or

         (d)      receive any services from the Plan on a preferential basis.



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13.7 FIDUCIARY STANDARDS Subject to paragraphs 13.6 and 13.8 hereof, the
Trustee, if discretionary, shall invest and reinvest principal and income of the
Trust in accordance with the funding policy and investment objectives
established by the Employer, provided that:

         (a)      such investments are prudent under ERISA, as amended, and the
                  Regulations thereunder,

         (b)      such investments are sufficiently diversified to minimize the
                  risk of large losses,

         (c)      such investments are made in accordance with the provisions of
                  this Plan and Trust document, and

         (d)      such investments are made with the care, skill, prudence and
                  diligence under the circumstances then prevailing that a
                  prudent man acting in a like capacity and familiar with such
                  matters would use in the conduct of an enterprise of a like
                  character with like aims.

13.8 POWERS OF THE TRUSTEE The Trustee shall be responsible for the investment,
administration and safekeeping of assets held in the Trust Fund. The Trustee
shall have the following duties and responsibilities, in addition to powers
given by law:

         (a)      receiving contributions under the terms of the Plan;

         (b)      implementing an investment program based on the Employer's
                  investment policy statement, funding policy, investment
                  objectives and ERISA, as amended;

         (c)      invest the Trust in any form of property, including common and
                  preferred stocks, exchange-traded covered put and call
                  options, bonds, money market instruments, mutual funds
                  (including funds for which the Sponsor, Trustee or its
                  affiliates receive compensation for providing investment
                  advisory, custody, transfer agency or other services), savings
                  accounts, plan loans, certificates of deposit, securities
                  issued by the U.S. government or by governmental agencies,
                  insurance policies and contracts, or in any other property,
                  real or personal, having a ready market, including securities
                  issued by the Trustee and/or affiliates of the Trustee as
                  permitted by law. The Trustee may invest in time deposits
                  (including, if applicable, its own or those of affiliates)
                  which bear a reasonable interest rate. No portion of any
                  Qualified Voluntary Contribution, or the earnings thereon, may
                  be invested in life insurance contracts or, as with any
                  Participant-directed investment, in tangible personal property
                  characterized by the IRS as a collectible;

         (d)      invest any assets of the Trust in a group or collective trust
                  fund established to permit the pooling of funds of separate
                  pension and profit-sharing trusts, provided the Internal
                  Revenue Service has ruled such group or collective trust to be
                  qualified under Code Section 401(a) and exempt under Code
                  Section 501(a) (or the applicable corresponding provision of
                  any other Revenue Act) or to any other common, collective, or
                  commingled trust fund which has been or may hereafter be
                  established and maintained by the Trustee, affiliate(s) of the
                  Trustee, the Custodian or investment manager. Such commingling
                  of assets of the Trust with assets of other qualified trusts
                  is specifically authorized, and to the extent of the
                  investment of the Trust in such a group or collective trust,
                  the terms of the instrument establishing the group or
                  collective trust shall be a part hereof as though set forth
                  herein. The name of the group or collective trust fund shall
                  be specified in an addendum to the Adoption Agreement. The
                  Employer expressly understands and agrees that any such
                  collective fund may provide for the lending of its securities
                  by the collective fund trustee and that such collective fund's
                  trustee will receive compensation from such collective fund
                  for the lending of securities that is separate from any
                  compensation of the Trustee hereunder, or any compensation of
                  the collective fund trustee for the management of such
                  collective fund;

         (e)      for collective investment purposes, may combine into one trust
                  fund the Trust created under this Plan with the Trust created
                  under any other qualified retirement plan the Employer
                  maintains. However, the Trustee must maintain separate records
                  of account for the assets of each Trust in order to reflect
                  properly each Participant's Vested Account Balance under the
                  Plan(s) in which he is a Participant;



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         (f)      invest up to 100% of the Trust in the common stock, debt
                  obligations, or any other security issued by the Employer or
                  by an affiliate of the Employer within the limitations
                  provided under ERISA Sections 406, 407, and 408, as amended,
                  and further provided that such investment does not constitute
                  a prohibited transaction under Code Section 4975. Any such
                  investment in Employer securities shall only be made upon
                  written direction of the Employer who shall be solely
                  responsible for the propriety of such investment. Additional
                  directives regarding the purchase, sale, retention or valuing
                  of such securities may be addressed in an investment
                  management or trust agreement, which is incorporated by
                  reference. If there are any conflicts between this document
                  and the above referenced agreements, this document shall
                  govern;

         (g)      hold cash uninvested and deposit the same with any banking or
                  savings institution, including its own banking department or
                  the banking department of an affiliate;

         (h)      utilize a general disbursement account, i.e., in the form of a
                  demand deposit account and/or time deposit account, for
                  distributions from the Trust, without incurring any liability
                  for payment of interest thereon, notwithstanding the Trustee's
                  receipt of income with respect to float involving the
                  disbursement account;

         (i)      hold contributions in an omnibus account, i.e., in the form of
                  a demand deposit and/or time deposit account, maintained by
                  the Trustee for up to three (3) business days (or such longer
                  period as may result due to circumstances beyond the Trustee's
                  control), without liability for interest thereon. (The
                  Employer acknowledges that any float earnings associated with
                  the assets held in such omnibus account are retained by the
                  Trustee as part of its compensation for performing services
                  with respect to the allocation of contributions to
                  Participants' accounts);

         (j)      join in or oppose the reorganization, recapitalization,
                  consolidation, sale or merger of corporations or properties,
                  including those in which it or its affiliates are interested
                  as Trustee, upon such terms as it deems advisable;

         (k)      hold investments in nominee or bearer form;

         (l)      exercise all ownership rights including the voting of proxies
                  and the exercise of tender offers but only with respect to
                  assets over which the Trustee has investment management
                  responsibility;

         (m)      to hold, manage and control all property forming part of the
                  Trust Fund and to sell, convey, transfer, exchange and
                  otherwise dispose of the same from time to time;

         (n)      to apply for and procure from an insurance company as an
                  investment of the Trust such annuity, or other contracts on
                  the life of any Participant as the Plan Administrator shall
                  deem proper; to exercise, at any time or from time to time,
                  whatever rights and privileges may be granted under such
                  annuity, or other contracts; to collect, receive, and settle
                  for the proceeds of any such annuity, or other contracts as
                  and when entitled to do so under the provisions thereof;

         (o)      unless otherwise provided by a directive as described by
                  paragraph 13.6, the Employer will pass through shareholder
                  rights (including voting rights) on Employer securities to
                  Plan Participants. If no directive is provided, the Trustee
                  shall exercise any shareholder rights (including voting
                  rights) with respect to any securities held, but only in
                  accordance with the instructions of the person or persons
                  responsible for the investment of such securities subject to
                  and as permitted by, any applicable rules of the Securities
                  and Exchange Commission and any national securities exchange.
                  Voting rights with respect to shares of registered investment
                  companies held in the Trust shall be directed by the Named
                  Investment Fiduciary responsible for selection of such
                  registered investment companies as permissible investment
                  alternatives. In the event of any conflict with any other
                  provision of this Article or this Basic Plan Document #01, the
                  provision of this paragraph shall control. The Employer shall
                  be responsible for preparing and distributing all required
                  prospectuses for Employer securities and making such materials
                  available to Plan Participants;



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         (p)      to retain and employ such attorneys, agents and servants as
                  may be necessary or desirable, in the opinion of the Trustee,
                  in the administration of the Plan, and to pay them such
                  reasonable compensation for their services as may be agreed
                  upon as an expense of administration of the Plan, including
                  power to employ and retain counsel upon any matter of doubt as
                  to the meaning or interpretation to be placed upon this Plan
                  or any provisions thereof with reference to any question
                  arising in the administration of the Plan or pertaining to the
                  rights and liabilities of the Trustee hereunder. The Trustee
                  in any such event, any act in reliance upon the advice,
                  opinions, records, statements and computations of any
                  attorneys and agents and on the records, statements and
                  computations of any servants so selected by it in good faith
                  and shall be released and exonerated of and from all liability
                  to anyone in so doing (except to the extent that liability is
                  imposed under ERISA);

         (q)      to institute, prosecute and maintain, or to defend, any
                  proceeding at law or in equity concerning the Plan or the
                  assets thereof or any claims thereto, or the interests of
                  Participants and Beneficiaries hereunder at the sole cost and
                  expense of the Plan or at the sole cost and expense of the
                  Participant that may be concerned therein or that may be
                  affected thereby, as, in its opinion, shall be fair and
                  equitable in each case, and to compromise, settle and adjust
                  all claims and liabilities asserted by or against the Plan or
                  asserted by or against it, or such terms as it, in each such
                  case, shall deem reasonable and proper. The Trustee shall be
                  under no duty or obligation to institute, prosecute, maintain
                  or defend any suit, action or other legal proceeding unless it
                  shall be indemnified to its satisfaction against all expenses
                  and liabilities (including without limitation, legal and other
                  professional fees) which it may sustain or anticipate by
                  reason thereof; and

         (r)      the Trustee is expressly authorized to the fullest extent
                  permitted by law to (1) retain the services of any
                  broker-dealer, registered investment advisor or other
                  financial services entity (including the Trustee and any of
                  its affiliates) and any future successors in interest thereto
                  collectively, for the purposes of this paragraph referred to
                  as the "Affiliated Entities"), to provide services to assist
                  or facilitate the purchase or sale of investments in the
                  Trust, (2) acquire as assets of the Trust shares of mutual
                  funds to which Affiliated Entities provide, for a fee,
                  services in any capacity and (3) acquire in the Trust any
                  other services or products of any kind or nature from the
                  Affiliated Entities regardless of whether the same or
                  dissimilar services or products are available from other
                  institutions. The Trust may pay directly or indirectly
                  (through mutual funds fees and charges for example) pay
                  management fees, transaction fees and other commissions to the
                  Affiliated Entities for the services or products provided to
                  the Trust and/or such mutual funds at such Affiliated
                  Entities' standard or published rates without offset (unless
                  required by law) from any fees charged by the Trustee for its
                  services as Trustee. The Trustee may also deal directly with
                  the Affiliated Entities regardless of the capacity in which it
                  is then acting, to purchase, sell, exchange or transfer assets
                  of the Trust even though the Affiliated Entities are receiving
                  compensation or otherwise profiting from such transaction or
                  are acting as principal in such transaction. Each of the
                  Affiliated Entities is authorized to effect transactions on
                  national securities exchanges for the Trust as directed by the
                  Trustee, and retain any transactional fees related thereto,
                  consistent with Section 11(a)(1) of the Securities and
                  Exchange Act of 1934, as amended and related Rule 11a2-2(T).
                  Included specifically, but not by way of limitation in the
                  transactions authorized by this provision, are transactions in
                  which any of the Affiliated Entities is serving as an
                  underwriting or member of an underwriting syndicate for a
                  security being purchased or is purchasing or selling a
                  security for its own account. In the event the Trustee is
                  directed by the Plan Administrator, any named fiduciary,
                  designated Investment Manager, Participant and/or Beneficiary,
                  as applicable hereunder (collectively referred to as for
                  purposes of this paragraph as the "Directing Party"), the
                  Directing Party shall be authorized, and expressly retains the
                  right hereunder, to direct the Trustee to retain the services
                  of, and conduct transactions with, Affiliated Entities fully
                  in the manner described above.

13.9 APPOINTMENT OF ADDITIONAL TRUSTEE AND ALLOCATION OF RESPONSIBILITIES Assets
for which the Trustee is not serving in the capacity of Trustee may be held by a
second Trustee appointed by the Employer to hold specified investments. In the
event that an additional Trustee is appointed for the Plan to serve as the
Trustee of specific investments for which the Trustee is not acting in the
capacity of Trustee, the second Trustee shall have no



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responsibilities to these assets other than as set forth herein. The Trustee
shall have no duties with respect to investment held by any other person
including, without limitation, any other Trustee for the Plan. Any other
secondary Trustee of the Plan shall have no duties with respect to assets held
in the Plan by the Trustee.

13.10 COMPENSATION, ADMINISTRATIVE FEES AND EXPENSES All reasonable fees,
charges and expenses incurred by the Trustee or the Custodian in connection with
the administration of the Trust and all reasonable fees, charges and expenses
incurred by the Plan Administrator in connection with the administration of the
Plan (including such reasonable compensation to the Trustee/Custodian and the
Plan Administrator as may be agreed upon from time to time between the Employer,
the Trustee/Custodian and Plan Administrator) and fees for legal services
rendered to the Trustee/Custodian or Plan Administrator shall be paid from the
Trust unless:

         (a)      The payment of such expense would constitute a "prohibited
                  transaction" within the meaning of ERISA Section 406 or Code
                  Section 4975 for which no statutory or administrative
                  exemption is available.

         (b)      The Employer actually pays such expenses directly. Any and all
                  reasonable additional administrative expenses incurred to
                  effect investment directives made by the Participants and by
                  each Beneficiary under this Plan shall be paid by the Trust
                  and as determined by the Employer shall either be charged (in
                  accordance with such reasonable nondiscriminatory rules as the
                  Employer deems appropriate under the circumstances) to the
                  account of the individual issuing such directive, or treated
                  as a general expense of the Trust. If charged to a
                  Participant's account and if the assets of such account are
                  insufficient to satisfy such charges, the Employer shall pay
                  any deficit to the Trustee. Notwithstanding the foregoing,
                  nothing in this section shall prevent the Employer from paying
                  the administrative expenses of the Plan directly.

         (c)      All transaction related expenses incurred to effect a specific
                  investment for a Participant directed account (such as
                  brokerage commissions and other transaction related expenses),
                  shall, as determined by the Employer, either be paid from or
                  otherwise be charged directly to the account of the
                  Participant providing such direction or treated as a general
                  expense of the Trust.

         (d)      If there are insufficient liquid assets of the Trust to cover
                  the fees of the Trustee or the Custodian, then assets of the
                  Trust shall be liquidated to the extent necessary to cover
                  fees.

         (e)      Notwithstanding the foregoing, no compensation other than
                  reimbursement for expenses incurred shall be paid to a Plan
                  Administrator who is the Employer or Employee of the Employer.

         (f)      In the event any part of the Plan becomes subject to tax, all
                  taxes incurred will be paid from the Plan at the direction of
                  the Plan Administrator.

         (g)      Any investment gain or loss of the Trust that is not directly
                  attributable to the investment of the account of any
                  Participant (including, but not limited to, for example, any
                  "float" earned on the disbursement account established for the
                  Plan and not treated as part of the compensation of the
                  Trustee or paying agent for the Plan, and any 12b-1 or similar
                  fees paid to the Plan) will be applied to pay administrative
                  expenses of the Plan, with any excess remaining at the close
                  of the Plan Year being allocated among the Participant's
                  accounts in accordance with the procedure established by the
                  Plan Administrator for this purpose.

13.11 RECORDS Within ninety (90) days following the close of each Plan Year, or
at such other times as may be agreed to between the Employer and the Trustee,
and within ninety (90) days following its removal or resignation, the Trustee
shall file with the Employer a report of that part of the Trust under the
investment management of the Trustee during such year or from the end of the
preceding Plan Year to the date of removal or resignation. Such report shall
include a statement of receipts and disbursements, the net income or loss of the
Trust, the gains or losses realized by the Trust upon sale or other disposition
of the assets, the increase or decrease in the value of the Trust, all payments
and distributions made from the Trust since the date of its last report, and
shall contain a schedule of assets listing the fair market value of investments
held in the Trust as of the end of the Plan Year or the date of removal or
resignation, as applicable. The fair market value of investments for which there
is a ready market shall



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be determined using the most recent price quoted on a national or other
recognized securities exchange or over-the-counter market. The fair market value
of illiquid investments shall be obtained by a valuation performed by an
independent appraiser appointed by the Trustee or appointed by the Employer and
approved by the Trustee for this purpose whose determination shall be final. The
Employer shall review the Trustee's report and notify the Trustee in the event
of its disapproval of the report within thirty (30) days, providing the Trustee
with a written description of the items in question. The Trustee shall have
sixty (60) days to provide the Employer with a written explanation of the items
in question. If the Employer again disapproves, the Trustee shall have the right
to file its report in a court of competent jurisdiction for audit and
adjudication. In the event the Employer fails to file a written objection to the
Trustee's report within the ninety (90) day period following receipt of the
report, the Employer shall be deemed to have approved the report. In such case,
the Trustee shall be released and discharged with respect to all matters
contained in the report.

13.12 LIMITATION ON LIABILITY AND INDEMNIFICATION

         (a)      The Trustee shall have the authority to manage and govern the
                  Trust to the extent provided in this instrument, but does not
                  guarantee the Trust in any manner against investment loss or
                  depreciation in asset value, or guarantee the adequacy of the
                  Trust to meet and discharge all or any liabilities of the
                  Plan.

         (b)      The Trustee and/or Custodian shall not be liable for the
                  making, retention, or sale of any investment or reinvestment
                  made by it, as herein provided, or for any loss to, or
                  diminution of the Trust, or for any other loss or damage which
                  may result from the discharge of its duties hereunder except
                  to the extent it is judicially determined such loss or damage
                  is attributable to the Trustee/Custodian's breach of its
                  duties hereunder or under ERISA.

         (c)      An institution acting as a Custodian or nondiscretionary
                  Trustee shall have no discretion or investment management
                  responsibility, unless otherwise expressly agreed in writing
                  (pursuant to an investment management agreement, for example)
                  and shall only be responsible to perform the functions
                  described at paragraph 13.5 hereof. Neither the Custodian nor
                  Trustee (whether nondiscretionary or discretionary) shall have
                  any responsibility with respect to Plan investments and does
                  not guarantee the adequacy of the Trust to meet and discharge
                  any or all liabilities associated with the Plan.

         (d)      The Employer warrants that all directions issued to the
                  Trustee or Custodian by it or the Plan Administrator will be
                  in accordance with the terms of the Plan and the auxiliary
                  agreement and not contrary to the provisions of ERISA, as
                  amended, and the Regulations issued thereunder.

         (e)      Neither the Trustee nor the Custodian shall be answerable for
                  any action taken pursuant to any direction, consent,
                  certificate, or other paper or document in the belief that the
                  same is genuine. All directions by the Employer, Participant,
                  the Plan Administrator, Named Fiduciary or an investment
                  manager shall be made pursuant to pre-approved communication
                  procedures to which all such parties, as applicable, shall
                  have consented to in writing. The Employer shall deliver to
                  the Trustee and Custodian written notification identifying the
                  individual or individuals authorized to act on behalf the Plan
                  and shall deliver specimens of their signatures to the
                  Trustee/Custodian.

         (f)      The duties and obligations of the Trustee and the Custodian
                  shall be limited to those expressly imposed by this instrument
                  or subsequently agreed upon by the parties in writing.
                  Responsibility for administrative duties required under the
                  Plan or applicable law not expressly imposed upon or agreed to
                  by the Trustee or the Custodian shall rest solely with the
                  Employer.



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         (g)      The Employer shall indemnify the Trustee/Custodian against,
                  and agrees to hold the Trustee/Custodian harmless from, all
                  liabilities and claims and expenses including attorney's fees
                  and expenses incurred in defending against such liability or
                  claims against the Trustee/Custodian, unless such liability or
                  claim results from the negligent action or inaction of the
                  Trustee/Custodian, or where the Trustee/Custodian is found to
                  have breached its duties under this Article or Part 4 of Title
                  I of ERISA by a final judgment of a court of competent
                  jurisdiction. Except as otherwise provided by the preceding
                  sentence, the Employer also shall indemnify the
                  Trustee/Custodian against and agrees to hold the
                  Trustee/Custodian harmless from all liabilities, claims and
                  expenses including attorney's fees and other expenses incurred
                  in defending against such liabilities or claims, arising from
                  any actions or breach of responsibility by any party other
                  than the Trustee/Custodian, including without limitation by
                  specification any acts of a prior Trustee or of another
                  Trustee or Custodian appointed by the Employer.

         (h)      Without limiting any provision in the prior paragraph, the
                  Employer expressly agrees to indemnify the Trustee/Custodian
                  against any liability or claim (including attorney's fees and
                  expenses in defending against such liabilities or claims)
                  arising as a result of any act taken or failure to act, in
                  accordance with the directions received from the Employer,
                  Plan Administrator, investment manager, Participant, or a
                  designee specified by the Employer directly or transmitted by
                  a designated Service Provider to the Plan and without
                  limitation by specification.

         (i)      The Trustee/Custodian will take all reasonable steps to assure
                  the security of any data received from the Employer in
                  connection with services provided to the Plan. The Employer
                  will be responsible for retaining duplicate copies of any such
                  data or materials it forwards to the Trustee/Custodian and for
                  taking all other reasonable and necessary precautions in event
                  such data or materials are lost or destroyed, regardless of
                  cause, or in the event reprocessing is needed for any reason.
                  The Trustee/Custodian will maintain records in connection with
                  the performance of services hereunder for the applicable
                  period as required by law, or if no period is required, for
                  such period as is reasonable under the law.

         (j)      No waiver of any breach of this agreement shall constitute a
                  waiver of any other breach, whether of the same or any other
                  covenant, term or condition. The subsequent performance of any
                  of the terms, covenants and conditions of this Article shall
                  not constitute a waiver of any preceding breach, nor shall any
                  delay or omission of any party's exercise of any rights
                  arising from any default effect or impair the party's rights
                  as to the same or future default.

         (k)      Neither the Trustee or the Custodian shall be responsible in
                  any way for any actions taken, or failure to act, by a prior
                  trustee/custodian. The Employer shall indemnify and hold
                  harmless the Trustee/Custodian for such prior
                  trustee/custodian's acts or inactions for any periods
                  applicable, including periods for which the Plan must
                  retroactively comply with any tax law or regulations
                  thereunder.

         (l)      A fiduciary with respect to the Plan shall not be liable for a
                  breach of fiduciary responsibility of another fiduciary with
                  respect to the Plan except to the extent that:

                  (1)      it participates knowingly in, or knowingly undertakes
                           to conceal, an act or omission of such other
                           fiduciary, knowing such act or omission is a breach;

                  (2)      by its failure to comply with ERISA Section 404(a)(1)
                           in the administration of its specific
                           responsibilities which give rise to its status as a
                           fiduciary, it has enabled such other fiduciary to
                           commit a breach; or

                  (3)      it has knowledge of a breach by such other fiduciary,
                           unless it makes reasonable efforts under the
                           circumstances to remedy the breach.



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         (m)      If the assets of the Plan are held by two (2) or more
                  Trustees, each Trustee will use reasonable care to prevent a
                  co-Trustee from committing a breach of duty under the Employee
                  Retirement Income Security Act of 1974, as amended, and they
                  shall jointly manage and control the assets of the Plan;
                  provided however, that such co-Trustee shall be authorized to
                  allocate specific responsibilities, obligations or duties
                  among the co-Trustees pursuant to a written agreement. If
                  co-Trustees do enter into such an agreement, then a Trustee to
                  whom certain responsibilities, obligations or duties have not
                  been allocated shall not be liable either individually or as
                  Trustee for any loss resulting to the Plan arising from the
                  acts or omissions on the part of another Trustee to which such
                  responsibilities, obligations or duties have been allocated.

13.13 CUSTODIAN If a discretionary Trustee has been appointed, the Employer may
appoint a Custodian as provided for in the Adoption Agreement. A Custodian shall
have the same rights, powers and duties as a nondiscretionary Trustee. Any
reference in the Plan to a Trustee is also a reference to the Custodian unless
the context indicates otherwise. Any limitation of the Trustee's liability in
the Plan shall act as a limitation of the Custodian's liability. Where a
discretionary Trustee has provided direction, any action taken by the Custodian
satisfies the requirement in the Plan referencing the Trustee taking that
action. The resignation or removal of the Custodian shall be made in accordance
with paragraph 13.19 as though the Custodian were the Trustee. The Custodian
shall be responsible for the holding and safekeeping of all or a portion of the
Plan's assets. One or more Custodian(s) appointed under this Plan may hold all
or any portion of the Plan's assets. Such separate assets shall be held pursuant
to the terms of a separate custodial agreement with such Custodian. The separate
custodial agreement shall be treated as an addendum and, as such, may not
conflict with any provision of this document. In addition, any provision of a
separate custodial agreement which would jeopardize the tax qualified status of
this Defined Contribution Plan shall be null and void. In addition to the
holding and safekeeping of Plan assets, the Custodian's duties shall include:

         (a)      receiving contributions under the terms of the Plan, but not
                  determining the amount or enforcing the payment thereof,

         (b)      making distributions from the Plan in accordance with
                  instructions received from the Plan Administrator or an
                  authorized representative of the Employer,

         (c)      keeping records reflecting its administration of the Trust or
                  the custodial account and making such records, statements and
                  reports available to the Employer for review and audit at such
                  times as agreed to between the Custodian, Plan Administrator,
                  and the Employer, and

         (d)      retaining and employing such attorneys, agents and servants as
                  may be necessary or desirable, in the opinion of the
                  Custodian, in the administration of the Plan, and to pay them
                  such reasonable compensation for their services as may be
                  agreed upon as an expense of administration of the Plan,
                  including power to employ and retain counsel upon any matter
                  of doubt as to the meaning or interpretation to be placed upon
                  this Plan or any provisions thereof with reference to any
                  question arising in the administration of the Plan or
                  pertaining to the rights and liabilities of the Trustee
                  hereunder. The Custodian in any such event, any act in
                  reliance upon the advice, opinions, records, statements and
                  computations of any attorneys and agents and on the records,
                  statements and computations of any servants so selected by it
                  in good faith shall be released and exonerated of and from all
                  liability to anyone in so doing (except to the extent that
                  liability is imposed under ERISA).

The Custodian's duties shall be limited to those as agreed to between the
Employer and the Custodian. The Employer shall be responsible for any other
administrative duties required under the Plan or by applicable law.

13.14 INVESTMENT ALTERNATIVES OF THE CUSTODIAN

         (a)      The Custodian shall hold any or all assets received from the
                  Trustee or its agents. If the Custodian holds title to Plan
                  assets and such ownership requires action on the part of the
                  registered owner, such action will be taken by the Custodian
                  only upon receipt of specific instructions from the Trustee,
                  or its designated agents or the Named Investment Fiduciary.
                  Proxies shall be voted by or



                                      104
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                  pursuant to the express direction of the Trustee its'
                  authorized agent or the Named Investment Fiduciary. The
                  Custodian shall not render any investment advice, including
                  any opinion on the prudence of directed investments. The
                  Employer and Trustee and its agents thereof assume all
                  responsibility for adherence to fiduciary standards under
                  ERISA, as amended, and the Regulations issued thereunder.

         (b)      Where the Sponsor serves as Custodian, the Trust shall only be
                  invested in investment alternatives the Custodian makes
                  available in the ordinary course of business unless the
                  Custodian is directed otherwise by the Employer, the Trustee
                  or any properly designated agent thereof. The Custodian under
                  applicable Federal or state laws, may limit the investment
                  alternatives including but not limited to savings accounts,
                  savings certificates, or in other savings instruments offered
                  by the Sponsor or its affiliates. Such investments shall be
                  made at the direction of the Employer or Trustee(s) or other
                  Named Investment Fiduciary and the Custodian shall have no
                  responsibility for the propriety of such investments.

13.15 PROHIBITED TRANSACTIONS The Trustee, Custodian, Employer, investment
manager, the Named Investment Fiduciary or Participant shall not knowingly enter
into any transaction, engage in any activity, or direct the purchase or
acquisition of any investment with respect to the Plan which would constitute a
prohibited transaction under ERISA or the Code for which a statutory or
administrative exemption is not available. The Trustee or Custodian shall not
receive any investment advisory or other fees from a regulated investment
company (a mutual fund) which duplicates investment management fees charged by
the Trustee. The Trustee or Custodian shall be permitted to receive fees from a
regulated investment company if the Trustee or Custodian has made a good faith
determination that the receipt of such fees is not a prohibited transaction
pursuant to any guidance or exemption issued by the Department of Labor from
time to time.

13.16 EXCLUSIVE BENEFIT RULES No part of the Trust shall be used for, or
diverted to, purposes other than for the exclusive benefit of Participants,
former Participants with a vested interest, and the Beneficiary or Beneficiaries
of deceased Participants who have in a vested interest in the Plan at death.

13.17 ASSIGNMENT AND ALIENATION OF BENEFITS Except as provided in paragraphs
12.9 or 12.11, no right or claim to, or interest in, any part of the Plan, or
any payment from the Plan, shall be assignable, transferable, or subject to
sale, mortgage, pledge, hypothecation, commutation, anticipation, garnishment,
attachment, execution, or levy of any kind. Neither the Trustee or Custodian
shall recognize any attempt to assign, transfer, sell, mortgage, pledge,
hypothecate, commute, or anticipate the same, except to the extent required by
law. The preceding sentences shall also apply to the creation, assignment, or
recognition of a right to any benefit payable with respect to a Participant
pursuant to a domestic relations order, unless such order is determined to be a
Qualified Domestic Relations Order, as defined in Code Section 414(p), or any
domestic relations order entered before January 1, 1985 which the Plan's
attorney and Plan Administrator deem to be qualified.

Notwithstanding any provision of this paragraph 13.17 to the contrary, an offset
to a Participant's Vested Account Balance against an amount that the Participant
is ordered or required to pay the Plan with respect to a judgment, order or
decree issued, or a settlement entered into, on or after August 5, 1997, shall
be permitted in accordance with Code Sections 401(a)(13)(C) and (D).

13.18 LIQUIDATION OF ASSETS If the Trustee and/or Custodian must liquidate
assets in order to make distributions, transfer assets, or pay fees, expenses or
taxes assessed against all or a part of the Trust, and the Trustee/Custodian is
not instructed as to the liquidation of such assets, assets will be liquidated
on a pro rata basis across all the investment alternatives in the Trust. The
Trustee and /or Custodian are expressly authorized to liquidate assets in order
to satisfy the Trust's obligation to pay the Trustee and /or Custodian's fees or
other compensation if such fees or compensation is not paid on a timely basis.



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13.19 RESIGNATION AND REMOVAL The Trustee may resign upon thirty (30) days
written notice to the Employer. The Employer may remove the Trustee upon sixty
(60) days written notice to the Trustee, or such shorter period of time as may
be agreed to by the parties. The Employer may discontinue its participation in
this Prototype Defined Contribution Plan effective upon thirty (30) days written
notice to the Sponsor. In such event the Employer shall, prior to the effective
date thereof, amend the Plan to eliminate any reference to this Prototype
Defined Contribution Plan and appoint a successor trustee/custodian. The Trustee
shall deliver the Trust to its successor on the effective date of the
resignation or removal, or as soon thereafter as practicable, provided that this
shall not waive any lien the Trustee may have upon the Trust for its
compensation or expenses. Following the effective date of the notice of
termination, the Trustee shall have no further responsibility for providing
services to the Employer or the Plan. If the Employer fails to amend the Plan
and appoint a successor trustee/custodian within the said thirty (30) days, or
such longer period as the Trustee may specify in writing, the Plan shall be
deemed individually designed and the highest ranking officer of the Employer
shall be deemed the successor trustee or custodian as the case may be. In such
event, the Trustee may but shall not be required to continue to hold custody of
the assets of the Plan until such time as appropriate arrangements have been
made for the security of the Plan assets, but for a discretionary Trustee, upon
notification thereof to Plan Participants, shall no longer have any
responsibility for the investment of Plan assets.




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                                   ARTICLE XIV

                              TOP-HEAVY PROVISIONS


14.1 APPLICABILITY OF RULES If the Plan [except in the case of a SIMPLE 401(k)
Plan] is or becomes Top-Heavy in any Plan Year, the provisions of this Article
will supersede any conflicting provisions in the Basic Plan Document #01 and
accompanying Adoption Agreement.

14.2 MINIMUM CONTRIBUTION Notwithstanding any other provision in the Employer's
Plan, for any Plan Year in which the Plan is Top-Heavy, the aggregate Employer
contributions and forfeitures allocated on behalf of any Participant (without
regard to any Social Security contribution) under this Plan or a combination of
paired or non-paired Defined Contribution Plans and no Defined Benefit Plans
which are Top-Heavy, the Employer will contribute the lesser of 3% of such
Participant's Compensation or the largest percentage of the Employer
contributions and forfeitures, as a percentage of the Key Employee's
Compensation, up to a maximum permitted under Code Section 401(a)(17), as
indexed, allocated on behalf of any Key Employee for that year.

         (a)      In any Limitation Year prior to January 1, 2000, if the
                  Employer maintains or maintained a Defined Benefit Plan which
                  is not paired, the provisions of the "Limitations on
                  Allocations" section of the Adoption Agreement shall apply.

         (b)      Each Participant who is employed by the Employer on the last
                  day of the Plan Year shall be entitled to receive an
                  allocation of the Employer's minimum contribution for such
                  Plan Year. The minimum allocation applies even though under
                  other Plan provisions the Participant would not otherwise be
                  entitled to receive an allocation, or would have received a
                  lesser allocation for the year because the Participant fails
                  to make required contributions to the Plan, the Participant's
                  Compensation is less than a stated amount, or the Participant
                  fails to complete one-thousand (1,000) Hours of Service (or
                  such lesser number designated by the Employer in the Adoption
                  Agreement) during the Plan Year. A paired profit-sharing Plan
                  designated to provide the Top-Heavy minimum contribution must
                  do so regardless of profits. An Employer may elect in the
                  Adoption Agreement by resolution or by Plan amendment whether
                  the Top-Heavy minimum Contribution will be made to all
                  Participants or just non-Key Employees.

The Top-Heavy minimum contribution does not apply to any Participant to the
extent the Participant is covered under any other plan(s) of the Employer and
the Employer has provided in the Adoption Agreement that the minimum allocation
or benefit requirements applicable to this Plan will be satisfied in the other
plan(s).

If a Key Employee makes an Elective Deferral or has an allocation of Matching
Contributions credited to his or her account, a Top-Heavy minimum contribution
will be required for non-Key Employees who are Participants. For purposes of
satisfying the Top-Heavy minimum contribution requirement, Elective Deferrals
and Matching Contributions are not taken into account.

14.3 MINIMUM VESTING For any Plan Year during which this Plan is Top-Heavy, the
minimum vesting schedule selected by the Employer in the Adoption Agreement will
automatically apply to the Plan. If the vesting schedule elected by the Employer
in the Adoption Agreement is less liberal than the allowable schedule, the
schedule will automatically shift to a vesting schedule which satisfies the
Top-Heavy minimum requirements. If the vesting schedule under the Employer's
Plan shifts in or out of the Top-Heavy schedule for any Plan Year, such shift is
an amendment to the vesting schedule and the election in paragraph 9.9 of the
Basic Plan Document #01 applies. The minimum vesting schedule applies to all
accrued benefits within the meaning of Code Section 411(a)(7) except those
attributable to Employee contributions, including benefits accrued before the
effective date of Code Section 416 and benefits accrued before the Plan became
Top-Heavy. No reduction in vested benefits may occur in the event the Plan's
status as Top-Heavy changes for any Plan Year. This paragraph does not apply to
the account balances of any Employee who does not have one (1) Hour of Service
after the Plan initially becomes Top-Heavy and such Employee's account balance
attributable to Employer contributions and forfeitures will be determined
without regard to this paragraph.



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<PAGE>



14.4 LIMITATIONS ON ALLOCATIONS In any Limitation Year beginning prior to
January 1, 2000 in which the Top-Heavy Ratio exceeds 90% (i.e., the Plan becomes
Super Top-Heavy), the denominators of the Defined Benefit Fraction and Defined
Contribution Fraction shall be computed using 100% of the dollar limitation
instead of 125%.

14.5 USE OF SAFE HARBOR CONTRIBUTIONS TO SATISFY TOP-HEAVY CONTRIBUTION RULES If
elected in the Adoption Agreement, a 3% Safe Harbor Non-Elective Contribution
allocated to all eligible Employees may be used to satisfy the minimum
contribution requirement for a Top-Heavy Plan. A Safe Harbor Matching
Contribution may not be used to satisfy the minimum contribution requirement for
a Top-Heavy Plan.

14.6 TOP-HEAVY RULES FOR SIMPLE 401(k) PLANS A SIMPLE 401(k) Plan is not treated
as a Top-Heavy Plan under Code Section 416 for any year for which this article
applies.




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<PAGE>



                                   ARTICLE XV

                            AMENDMENT AND TERMINATION


15.1 AMENDMENT BY SPONSOR The Sponsor may amend any or all provisions of this
Prototype Defined Contribution Plan at any time without obtaining the approval
or consent of any Employer which has adopted this Plan and Trust provided that
no amendment shall authorize or permit any part of the corpus or income of the
Plan to be used for or diverted to purposes other than for the exclusive benefit
of Participants and their Beneficiaries, or eliminate an optional form of
distribution. For purposes of Sponsor amendments, the mass submitter of this
Basic Plan Document #01 shall be recognized as the agent of the Sponsor. If the
Sponsor does not adopt the amendments made by the mass submitter, it will no
longer be identical to or a minor modifier of the mass submitter plan.

15.2 AMENDMENT BY EMPLOYER The Employer may amend any option in the Adoption
Agreement, and may include language as permitted in the Adoption Agreement to
satisfy Code Section 415 or to avoid duplication of minimums under Code Section
416 because of the required aggregation of multiple plans. The Employer may also
adopt certain model amendments published by the Internal Revenue Service which
specifically provide that their adoption will not cause the Plan to be treated
as an individually designed plan for which the Employer must obtain a separate
determination letter. An Employer that amends the Plan for any other reason,
including a waiver of the minimum funding requirement under Code Section 412(d),
will no longer participate in this Prototype Plan program and will be considered
an individually designed Plan. In such event, all references to the institution
or company as Sponsor shall be deemed null and void.

15.3 PROTECTED BENEFITS An amendment (including the adoption of this Plan as a
restatement of an existing Plan) may not decrease a Participant's accrued
benefit or account balance except to the extent permitted under Code Section
412(c)(8), and may not reduce or eliminate a Code Section 411(d)(6) protected
benefit (except as provided by the Code or the Regulations issued thereunder)
determined immediately prior to the date of adoption, or if later, the Effective
Date of the amendment. Where this Plan is being adopted to amend another plan
that contains a protected benefit not provided for in this document, the
Employer may attach an addendum to the Adoption Agreement that describes such
protected benefit which shall be incorporated in the Plan.

15.4 PLAN TERMINATION The Employer shall have the right to terminate its Plan at
any time. The Sponsor of this Prototype Defined Contribution Plan is to be given
sixty (60) days notice in writing of the Employer's intent to terminate or
transfer the assets of the Plan. If the Plan is terminated, partially
terminated, or if there is a complete discontinuance of contributions under a
profit-sharing plan maintained by the Employer, all amounts credited to the
accounts of Participants shall vest and become nonforfeitable. In the event of a
partial termination, only those who are affected by such partial termination
shall be fully vested. In the event of termination, the Plan Administrator shall
direct the Trustee or the Custodian as applicable with respect to the
distribution of accounts to or for the exclusive benefit of Participants or
their Beneficiaries. Such distribution shall be made directly to Participants
or, at the direction of the Participant, may be transferred directly to another
Eligible Retirement Plan or individual retirement account. In the absence of an
election by a Participant who has received notice from the Plan Administrator
under paragraph 6.11, the Plan Administrator may direct the Trustee or Custodian
to transfer the Participant's benefit to another Defined Contribution Plan
maintained by the Employer, other than an employee stock ownership plan. If the
Employer does not maintain another Defined Contribution Plan, the Plan
Administrator may direct the Trustee or Custodian to transfer the Participant's
benefit to an individual retirement account with an institution selected by the
Plan Administrator, or make a distribution pursuant to paragraph 7.15. Prior to
making any distribution, the Plan Administrator shall establish in a manner
acceptable to the Trustee or Custodian, that the Plan has received a favorable
determination letter from the Internal Revenue Service approving the Plan
termination and authorizing the distribution of benefits to Plan Participants.
In the absence of such determination letter, the Trustee or Custodian may agree
to make distributions to Participants if the Plan Administrator represents that
the applicable requirements, if any, of ERISA and the Code governing the
termination of employee benefit plans have been or are being complied with or
that appropriate authorizations, waivers, exemptions, or variances have been or
are being obtained.



                                      109
<PAGE>



15.5 DISTRIBUTION RESTRICTIONS UNDER A CODE SECTION 401(k) PLAN If the
Employer's Plan includes a cash or deferred arrangement or if transferred assets
described in paragraph 6.13 are subject to the distribution restrictions of Code
Sections 401(k)(2) and 401(k)(10), the special distribution provisions of this
paragraph apply. The portion of the Participant's Vested Account Balance
attributable to Elective Deferrals (or to amounts treated under the cash or
deferred arrangement as Elective Deferrals) is not distributable on account of
Plan termination, as described in this paragraph, unless:

         (a)      the Participant otherwise is entitled under the Plan to a
                  distribution of that portion of the Vested Account Balance, or

         (b)      the Plan termination occurs without the establishment of a
                  successor Plan. A successor Plan under subparagraph (b) is a
                  Defined Contribution Plan other than an employee stock
                  ownership plan [as defined in Code Section 4975(e)(7)], a
                  Simplified Employee Pension Plan [as defined in Code Section
                  408(k)], or a SIMPLE IRA Plan [as defined in Code Section
                  408(p)] maintained by the Employer (or by a related Employer)
                  at the time of the termination of the Plan or within the
                  period ending twelve (12) months after the final distribution
                  of assets. A distribution pursuant to this subparagraph (b),
                  must be part of a lump sum distribution(s) to the Participant
                  of his Vested account balance.

         (c)      The disposition by a corporation to an unrelated entity of
                  such corporation's interest in a subsidiary [within the
                  meaning of Code Section 409(d)(3)] if such corporation
                  continues to maintain the Plan, but only with respect to the
                  Employees who continue employment with such subsidiary.

         (d)      In connection with the disposition by an Employer of less than
                  85% of the assets used by the Employer in a trade or business
                  to an unrelated entity, distribution of the entire Vested
                  Account Balance of an Participant who continues employment
                  with the acquirer will, if so agreed to by the Employer, be
                  made to the Participant in a single lump sum. This paragraph
                  shall apply if the acquirer does not maintain the Plan after
                  disposition and only if such Employee's change in employment
                  status constitutes a "separation from Service" within the
                  meaning of Code Section 401(k)(2)(b)(i)(I).

15.6 QUALIFICATION OF EMPLOYER'S PLAN If the adopting Employer fails to obtain
or retain applicable Internal Revenue Service qualification as a Prototype Plan,
such Employer's Plan shall no longer participate in this Prototype Defined
Contribution Plan and will be considered an individually designed plan.

15.7 MERGERS AND CONSOLIDATIONS

         (a)      In the case of any merger or consolidation of the Employer's
                  Plan with, or transfer of assets or liabilities of the
                  Employer's Plan to any other plan, Participants in the
                  Employer's Plan shall be entitled to receive benefits
                  immediately after the merger, consolidation, or transfer which
                  are equal to or greater than the benefits they would have been
                  entitled to receive immediately before the merger,
                  consolidation, or transfer if the Plan had then terminated.

         (b)      Any corporation into which the Trustee, Custodian or any
                  successor thereto may be merged or with which it may be
                  consolidated, or any corporation resulting from any merger or
                  consolidation to which the Trustee, Custodian or any successor
                  thereto may be a party, or any corporation to which all or
                  substantially all the business of the Trustee, Custodian or
                  any successor thereto may be transferred, shall automatically
                  be the successor without the filing of any instrument or
                  performance of any further act, before any court.

15.8 QUALIFICATION OF PROTOTYPE The Sponsor intends that this Prototype Defined
Contribution Plan will meet the requirements of the Code as a qualified Defined
Contribution Plan. Should the Commissioner of Internal Revenue or any delegate
of the Commissioner at any time determine that the Prototype Defined
Contribution Plan fails to meet the requirements of the Code, the Sponsor will
amend the Basic Plan Document #01 as necessary to maintain its qualified status.



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                                   ARTICLE XVI

                                  GOVERNING LAW


16.1 GOVERNING LAW Construction, validity and administration of the Prototype
Defined Contribution Plan and any Employer Plan established under the terms of
this Plan and accompanying Adoption Agreement, shall be governed by Federal law
to the extent applicable and to the extent not applicable by the laws of the
State or Commonwealth in which the principal office of the Prototype Sponsor or
its affiliate is located.

16.2 STATE COMMUNITY PROPERTY LAWS The terms and conditions of the Prototype
Defined Contribution Plan and any Employer's Plan established under the terms of
this Basic Plan Document #01 and accompanying Adoption Agreement shall be
applicable without regard to community property laws of any state.



                                      111
<PAGE>



                               IRS MODEL AMENDMENT

With respect to distributions under the Plan made for calendar years beginning
on or after:

[ ]  January 1, 2001

[ ]  January 1, 2002

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



                                      112
<PAGE>

                                    AMENDMENT
                                     TO THE
                       PROTOTYPE DEFINED CONTRIBUTION PLAN
                             BASIC PLAN DOCUMENT #01

The Employer named in the Adoption Agreement hereby amends the Plan to reflect
certain provisions of the Economic Growth and Tax Relief Reconciliation Act of
2001 ("EGTRRA"). This amendment is intended as a good faith compliance with the
requirements of EGTRRA and is to be construed in accordance with EGTRRA and
guidance issued thereunder. This amendment shall supersede the provisions of the
Basic Plan Document #01 to the extent those provisions are inconsistent with the
provisions of this amendment. The Basic Plan Document #01 is hereby amended as
follows:

1.          Paragraph 1.16 of the Basic Plan Document #01 entitled
            "Compensation", under the paragraph entitled "Limitation on
            Compensation" is amended effective for Plan Years beginning after
            December 31, 2001, by the addition of the following three sentences
            at the end of the paragraph:

            "The annual Compensation of each Participant taken into account in
            determining allocations for any Plan Year beginning after December
            31, 2001, shall not exceed $200,000, as adjusted for cost-of-living
            increases in accordance with Code Section 401(a)(17)(B). Annual
            Compensation means Compensation during the Plan Year or such other
            consecutive 12-month period over which Compensation is otherwise
            determined under the Plan (the determination period). The
            cost-of-living adjustment in effect for a calendar year applies to
            annual Compensation for the determination period that begins with or
            within such calendar year."

2.          Paragraph 1.55 of the Basic Plan Document #01 entitled "KEY
            EMPLOYEE", is deleted in its entirety and replaced with the
            following for Plan Years beginning after December 31, 2001:

            "1.55 Key Employee Key Employee means any Employee or former
            Employee (including any deceased Employee) who at any time during
            the Plan Year that includes the determination date was an officer of
            the Employer having annual Compensation greater than $130,000 [as
            adjusted under Code Section 416(i)(1) for Plan Years beginning after
            December 31, 2002], a five percent (5%) owner of the Employer, or a
            one percent (1%) owner of the Employer having annual Compensation of
            more than $150,000. For this purpose, annual Compensation means
            Compensation within the meaning of Code Section 415(c)(3). The
            determination of who is a Key Employee will be made in accordance
            with Code Section 416(i)(1) and the applicable Regulations and other
            guidance of general applicability issued thereunder."

3.          Paragraph 4.4 of the Basic Plan Document #01 entitled "Rollover
            Contributions", is amended by the addition of the following
            paragraph (g) which shall read as follows:

            "(g)        If elected by the Employer in the Adoption Agreement,
                        the Plan will accept Participant Rollover Contributions
                        and/or Direct Rollovers of distributions made after
                        December 31, 2001, from the types of plans specified in
                        the Adoption Agreement, beginning on the Effective Date
                        specified in the Adoption Agreement."

4.          Paragraph 4.7 of the Basic Plan Document #01 entitled "Elective
            Deferrals in a 401(k) Plan", is amended by the addition of three new
            paragraphs (g), (h) and (i) which shall read as follows:

            "(g)        No Participant shall be permitted to have Elective
                        Deferrals 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 for such taxable year, except
                        to the extent permitted under subparagraph (h) below and
                        Code Section 414(v), if applicable.

             (h)        If elected by the Employer in the Adoption Agreement,
                        all Employees who are eligible to make Elective
                        Deferrals under this Plan and who have attained age
                        fifty (50) before the close of the Plan Year shall be
                        eligible to make catch-up contributions in accordance
                        with, and subject to the limitations of, Code Section
                        414(v). Such catch-up contributions shall not be taken
                        into account

                                       1
<PAGE>

                        for purposes of the provisions of the Plan implementing
                        the required limitations of Code Sections 402(g) and
                        415. The Plan shall not be treated as failing to satisfy
                        the provisions of the Plan implementing the requirements
                        of Code Sections 401(k)(3), 401(k)(11), 401(k)(12),
                        410(b), or 416, as applicable, by reason of the making
                        of such catch-up contributions.

            (i)         Except to the extent permitted under subparagraph (h)
                        above, the Adoption Agreement, EGTRRA Section 631 and
                        Code Section 414(v), the maximum salary reduction
                        contribution that can be made to this Plan is the amount
                        determined under Code Section 408(p)(2)(A)(ii) for the
                        calendar year."

5.          Effective as of the date set forth in the Adoption Agreement Section
            entitled "Distribution Upon Severance from Employment", paragraph
            6.3 of the Basic Plan Document #01 entitled "Benefits on Termination
            of Employment " is amended by the addition of paragraphs (i) and (j)
            which shall read as follows:

            "(i)        If elected by the Employer in the Adoption Agreement,
                        this paragraph shall apply for distributions and
                        severances from employment occurring after the dates
                        specified in the Adoption Agreement.

                        A Participant's Elective Deferrals, Qualified
                        Non-Elective Contributions, Qualified Matching
                        Contributions, and earnings attributable to these
                        contributions shall be distributed on account of the
                        Participant's severance from employment. However, such a
                        distribution shall be subject to the other provisions of
                        the Plan regarding distributions, other than provisions
                        that require a separation from Service before such
                        amounts may be distributed.

            (j)         If elected by the Employer in the Adoption Agreement,
                        the value of a Participant's nonforfeitable account
                        balance shall be determined without regard to that
                        portion of the account balance that is attributable to
                        rollover contributions (and the earnings allocable
                        thereto) within the meaning of Code Sections 402(c),
                        403(a)(4), 403(b)(8), 408(d)(3)(A)(ii) and 457(e)(16).
                        If the value of the Participant's nonforfeitable account
                        balance as so determined is $5,000 or less, the Plan
                        shall immediately distribute the Participant's entire
                        nonforfeitable account balance."

6.          Effective as of the date set forth in the Adoption Agreement Section
            entitled "Distribution Upon Severance from Employment", paragraph
            6.6 of the Basic Plan Document #01 entitled "Commencement of
            Benefits", is amended by the addition of paragraph (d) which shall
            read as follows:

            "(d)        If elected by the Employer in the Adoption Agreement,
                        this paragraph shall apply for distributions and
                        severances from employment occurring after the dates
                        specified in the Adoption Agreement.

                        A Participant's Elective Deferrals, Qualified
                        Non-Elective Contributions, Qualified Matching
                        Contributions, and earnings attributable to these
                        contributions shall be distributed on account of the
                        Participant's severance from employment. However, such a
                        distribution shall be subject to the other provisions of
                        the Plan regarding distributions, other than provisions
                        that require a separation from Service before such
                        amounts may be distributed."

7.          The following new paragraph (c) is added to paragraph 6.7 of the
            Basic Plan Document #01 entitled "Transitional Rules for Cash-Out
            Limits" and shall apply if elected by the Employer in the Adoption
            Agreement and be effective as specified in the Adoption Agreement.

            "(c)        If elected by the Employer in the Adoption Agreement,
                        for purposes of this paragraph 6.7, the value of a
                        Participant's nonforfeitable account balance shall be
                        determined without regard to that portion of the account
                        balance that is attributable to Rollover Contributions
                        (and the earnings allocable thereto) within the meaning
                        of Code Sections 402(c), 403(a)(4), 403(b)(8),
                        408(d)(3)(A)(ii), and 457(e)(16). If the value of the
                        Participant's nonforfeitable account balance as so
                        determined is $5,000 or less, the Plan shall immediately
                        distribute the Participant's entire nonforfeitable
                        account balance."

8.          Paragraph 6.9 of the Basic Plan Document #01 entitled "Hardship
            Withdrawals", is amended effective January 1, 2002 by the addition
            of the following paragraph (d):

                                       2
<PAGE>

            "(d)        A Participant who receives a distribution after December
                        31, 2001, on account of Hardship shall be prohibited
                        from making Elective Deferrals and Voluntary After-tax
                        Contributions under this and all other Plans of the
                        Employer for six (6) months after receipt of the
                        distribution. A Participant who receives a distribution
                        in calendar year 2001 on account of Hardship shall be
                        prohibited from making Elective Deferrals and Voluntary
                        After-tax Contributions under this and all other Plans
                        of the Employer for the period specified by the Employer
                        in the Adoption Agreement."

9.          Paragraph 6.10 of the Basic Plan Document #01 entitled "Direct
            Rollover of Benefits", is amended effective January 1, 2002 by the
            addition of the following paragraph (e):

            "(e)        This paragraph shall apply only to distributions made
                        after December 31, 2001. For purposes of the Direct
                        Rollover provisions in paragraph 6.10 of the Plan, an
                        Eligible Retirement Plan shall also mean an annuity
                        contract described in Code Section 403(b) and an
                        eligible plan under Code Section 457(b) which is
                        maintained by a state, political subdivision of a state,
                        or any agency or instrumentality of a state or political
                        subdivision of a state which agrees to separately
                        account for amounts transferred into such plan from this
                        Plan. The definition of Eligible Retirement Plan shall
                        also apply in the case of a distribution to a surviving
                        Spouse, or to a Spouse or former Spouse who is the
                        alternate payee under a Qualified Domestic Relations
                        Order, as defined in Code Section 414(p).

                        For purposes of the Direct Rollover provisions in
                        paragraph 6.10 of the Plan, any amount that is
                        distributed on account of Hardship shall not be an
                        Eligible Rollover Distribution and the distributee may
                        not elect to have any portion of such a distribution
                        paid directly to an Eligible Retirement Plan.

                        For purposes of the Direct Rollover provisions in
                        paragraph 6.10 of the Plan, a portion of the
                        distribution shall not fail to be an Eligible Rollover
                        Distribution merely because the portion consists of
                        Voluntary After-tax Contributions which are not
                        includible in gross income. However, such portion may be
                        transferred only to an individual retirement account or
                        annuity described in Code Section 408(a) or (b), or to a
                        qualified Defined Contribution Plan described in Code
                        Section 401(a) or 403(a) that agrees to separately
                        account for amounts so transferred, including separately
                        accounting for the portion of such distribution which is
                        includible in gross income and the portion of such
                        distribution which is not so includible."

10.         Article IX of Basic Plan Document #01 entitled "VESTING", is hereby
            amended effective for the first Plan Year beginning after December
            31, 2001, by adding a new paragraph 9.12 entitled "Vesting of
            Employer Matching Contributions" which shall read as follows:

            "9.12 VESTING OF EMPLOYER MATCHING CONTRIBUTIONS This section shall
            apply to Participants with an account balance derived from Employer
            Matching Contributions who complete an Hour of Service under the
            Plan in a Plan Year beginning after December 31, 2001. If elected by
            the Employer in the Adoption Agreement, this section shall also
            apply to all other Participants with an account balance derived from
            Employer Matching Contributions.

            A Participant's account balance derived from Employer Matching
            Contributions shall vest as provided in Section XIII(E) of the
            Adoption Agreement if elected."

11.         Article X of Basic Plan Document #01 entitled "LIMITATIONS ON
            ALLOCATIONS", is amended by the addition of the following paragraph
            10.6 entitled "Annual Additions" which shall read as follows:

            "10.6 ANNUAL ADDITIONS Except to the extent permitted under Section
            4.7(h) of Basic Plan Document #01 and under Code Section 414(v), the
            Annual Addition that may be contributed or allocated to a
            Participant's account under the Plan for any Limitation Year
            beginning after December 31, 2001 shall not exceed the lesser of:

                        (a)   $40,000, as adjusted for increases in the
                              cost-of-living under Code Section 415(d), or

                                       3
<PAGE>

                        (b)   100% of the Participant's Compensation, within the
                              meaning of Code Section 415(c)(3), for the
                              Limitation Year.

            The Compensation limit referred to in (b) above shall not apply to
            any contribution for medical benefits after separation from Service
            [within the meaning of Code Section 401(h) or Code Section
            419A(f)(2)] which is otherwise treated as an Annual Addition."

12.         Effective for Plan Years beginning after December 31, 2001,
            paragraph 11.7(b) of the Basic Plan Document #01 is amended by the
            deletion of this paragraph which outlines the multiple use test
            described in Treasury Regulations Section 1.401(m)-2.

13.         Paragraph 12.9 of the Basic Plan Document #01 entitled "Participant
            Loans" is amended effective January 1, 2001 by deleting the language
            at subsection (i) and replacing it with the following:

            "(i)        Effective for Plan loans made after December 31, 2001,
                        Plan provisions prohibiting loans to any Owner-Employee
                        or Shareholder Employee shall cease to apply."

14.         Paragraph 14.2 of the Basic Plan Document #01 entitled "Minimum
            Contribution" is amended for Plan Years beginning after December 31,
            2001 by the addition of the following two new subparagraphs at the
            end of the paragraph which shall read as follows:

            "MATCHING CONTRIBUTIONS -- Employer Matching Contributions shall be
            taken into account for purposes of satisfying the minimum
            contribution requirements of Code Section 416(c)(2). The preceding
            sentence shall apply with respect to Matching Contributions under
            the Plan or, if the Plan provides that the minimum contribution
            requirement shall be met in another plan, such other plan. Employer
            Matching Contributions that are used to satisfy the minimum
            contribution requirements shall be treated as Matching Contributions
            for purposes of the Actual Contribution Percentage Test and other
            requirements of Code Section 401(m).

            CONTRIBUTIONS UNDER OTHER PLANS -- The Employer may provide in the
            Adoption Agreement that the minimum benefit requirement shall be met
            in another plan, including another plan that consists solely of a
            cash or deferred arrangement which meets the requirements of Code
            Section 401(k)(12) and Matching Contributions which meet the
            requirements of Code Section 401(m)(11)."

15.         The Top-Heavy requirements of Code Section 416 and Article XIV of
            the Basic Plan Document #01 shall not apply in any Plan Year
            beginning after December 31, 2001, in which the Plan established
            under the Basic Plan Document #01 consists solely of a cash or
            deferred arrangement which meets the requirements of Code Section
            401(k)(12) and Matching Contributions which meet the requirements of
            Code Section 401(m)(11).

            This paragraph shall apply for purposes of determining whether the
            Plan is a Top-Heavy Plan under Code Section 416(g) for Plan Years
            beginning after December 31, 2001, and whether the Plan satisfies
            the minimum benefits requirements of Code Section 416(c) for such
            years. This section amends Article XIV of the Basic Plan Document
            #01 by adding paragraph 14.7 entitled "Determination of Top-Heavy
            Status". The paragraph shall read as follows:

            "14.7       DETERMINATION OF TOP-HEAVY STATUS

                        (a)         DETERMINATION OF PRESENT VALUES AND AMOUNTS
                                    - This paragraph 14.7 shall apply for
                                    purposes of determining the Present Values
                                    of accrued benefits and the amounts of
                                    account balances of Employees as of the
                                    Top-Heavy Determination Date.


                                       4
<PAGE>


                        (b)         DISTRIBUTIONS DURING THE PLAN YEAR ENDING ON
                                    THE TOP-HEAVY DETERMINATION DATE - The
                                    Present Value of accrued benefits and the
                                    amounts of account balances of an Employee
                                    as of the Top-Heavy Determination Date shall
                                    be increased by the distributions made with
                                    respect to the Employee under the Plan and
                                    any plan aggregated with this Plan under
                                    Code Section 416(g)(2) during the 1-year
                                    period ending on the Top-Heavy Determination
                                    Date. The preceding sentence shall also
                                    apply to distributions under a terminated
                                    plan which, had it not been terminated,
                                    would have been aggregated with this Plan
                                    under Code Section 416(g)(2)(A)(i). In the
                                    case of a distribution made for a reason
                                    other than separation from Service, death,
                                    or Disability, this provision shall be
                                    applied by substituting "5-year period" for
                                    "1-year period".

                        (c)         EMPLOYEES NOT PERFORMING SERVICES DURING THE
                                    PLAN YEAR ENDING ON THE TOP-HEAVY
                                    DETERMINATION DATE - The accrued benefits
                                    and accounts of any individual who has not
                                    performed services for the Employer during
                                    the 1 -year period ending on the Top-Heavy
                                    Determination Date shall not be taken into
                                    account."



                                       5
<PAGE>


                        MINIMUM DISTRIBUTION REQUIREMENTS
                             MODEL AMENDMENT TO THE
                       PROTOTYPE DEFINED CONTRIBUTION PLAN
                             BASIC PLAN DOCUMENT #01


The Employer named in the Adoption Agreement hereby amends the Plan to reflect
certain provisions of the Economic Growth and Tax Relief Reconciliation Act of
2001 ("EGTRRA"). This amendment is intended as a good faith compliance with the
requirements of EGTRRA and is to be construed in accordance with EGTRRA and
guidance issued thereunder. Except as otherwise provided, this amendment shall
be effective as of the first day of the first Plan Year beginning after December
31, 2001. This amendment shall supersede the provisions of the Basic Plan
Document #01 to the extent those provisions are inconsistent with the provisions
of this amendment. The Basic Plan Document #01 is hereby amended as follows:


                                  ARTICLE XVII
                        MINIMUM DISTRIBUTION REQUIREMENTS

17.1 EFFECTIVE DATE Unless an earlier effective date is specified in the
Adoption Agreement, the provisions of this Article will apply for purposes of
determining required minimum distributions for calendar years beginning with the
2003 calendar year.

17.2 COORDINATION WITH MINIMUM DISTRIBUTION REQUIREMENTS PREVIOUSLY IN EFFECT If
the Adoption Agreement specifies an effective date of this Article that is
earlier than calendar years beginning with the 2003 calendar year, required
minimum distributions for 2002 under this Article will be determined as follows.
If the total amount of 2002 required minimum distributions under the Plan made
to the distributee prior to the effective date of this Article equals or exceeds
the required minimum distributions determined under this Article, then no
additional distributions will be required to be made for 2002 on or after such
date to the distributee. If the total amount of 2002 required minimum
distributions under the Plan made to the distributee prior to the effective date
of this Article are less than the amount determined under this Article, then
required minimum distributions for 2002 on and after such date will be
determined so that the total amount of required minimum distributions for 2002
made to the distributee will be the amount determined under this Article.

17.3 PRECEDENCE The requirements of this Article will take precedence over any
inconsistent provisions of the Plan.

17.4 REQUIREMENTS OF TREASURY REGULATIONS INCORPORATED All distributions
required under this Article will be determined and made in accordance with the
Treasury Regulations under Code Section 401(a)(9).

17.5 TEFRA SECTION 242(b)(2) ELECTIONS Notwithstanding the other provisions of
this Article, distributions may be made under a designation made before January
1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal
Responsibility Act ("TEFRA") and the provisions of the Plan that relate to
Section 242(b)(2) of TEFRA.

17.6 REQUIRED BEGINNING DATE The Participant's entire interest will be
distributed, or begin to be distributed, to the Participant no later than the
Participant's Required Beginning Date.

17.7 DEATH OF PARTICIPANT BEFORE DISTRIBUTIONS BEGIN If the Participant dies
before distributions begin, the Participant's entire interest will be
distributed, or begin to be distributed, no later than as follows:

            (a)         If the Participant's surviving Spouse is the
                        Participant's sole designated Beneficiary, then, except
                        as provided in the Adoption Agreement, distributions to
                        the surviving Spouse will begin by December 31 of the
                        calendar year immediately following the calendar year in
                        which the Participant died, or by December 31 of the
                        calendar year in which the Participant would have
                        attained age 70 1/2, if later.






                                       1
<PAGE>


            (b)         If the Participant's surviving Spouse is not the
                        Participant's sole designated Beneficiary, then, except
                        as provided in the Adoption Agreement, distributions to
                        the designated Beneficiary will begin by December 31 of
                        the calendar year immediately following the calendar
                        year in which the Participant died.

            (c)         If there is no designated Beneficiary as of September 30
                        of the year following the year of the Participant's
                        death, the Participant's entire interest will be
                        distributed by December 31 of the calendar year
                        containing the fifth anniversary of the Participant's
                        death.

            (d)         If the Participant's surviving Spouse is the
                        Participant's sole designated Beneficiary and the
                        surviving Spouse dies after the Participant but before
                        distributions to the surviving Spouse begin, this
                        paragraph 17.7, other than paragraph 17.7(a), will apply
                        as if the surviving Spouse were the Participant.

For purposes of this paragraph and paragraphs 17.11 and 17.12, unless paragraph
17.7(d) applies, distributions are considered to begin on the Participant's
Required Beginning Date. If paragraph 17.7(d) applies, distributions are
considered to begin on the date distributions are required to begin to the
surviving Spouse under paragraph 17.7(a). If distributions under an annuity
purchased from an insurance company irrevocably commence to the Participant
before the Participant's Required Beginning Date [or to the Participant's
surviving Spouse before the date distributions are required to begin to the
surviving Spouse under paragraph 17.7(a)], the date distributions are considered
to begin is the date distributions actually commence.

17.8 FORMS OF DISTRIBUTIONS Unless the Participant's interest is distributed in
the form of an annuity purchased from an insurance company or in a single sum on
or before the Required Beginning Date, as of the First Distribution Calendar
Year distributions will be made in accordance with paragraph 17.9 through
paragraph 17.12 of this Article. If the Participant's interest is distributed in
the form of an annuity purchased from an insurance company, distributions
thereunder will be made in accordance with the requirements of Code Section
401(a)(9) of the Treasury Regulations.

17.9 AMOUNT OF REQUIRED MINIMUM DISTRIBUTION FOR EACH DISTRIBUTION CALENDAR YEAR
During the Participant's lifetime, the minimum amount that will be distributed
for each Distribution Calendar Year is the lesser of:

            (a)         the quotient obtained by dividing the Participant's
                        account balance by the distribution period in the
                        Uniform Lifetime Table set forth in Section
                        1.401(a)(9)-9 of the Treasury Regulations, using the
                        Participant's age as of the Participant's birthday in
                        the Distribution Calendar Year; or

            (b)         if the Participant's sole designated Beneficiary for the
                        distribution calendar year is the Participant's Spouse,
                        the quotient obtained by dividing the Participant's
                        account balance by the number in the Joint and Last
                        Survivor Table set forth in Section 1.401(a)(9)-9 of the
                        Treasury Regulations, using the Participant's and
                        Spouse's attained ages as of the Participant's and
                        Spouse's birthdays in the Distribution Calendar Year.

17.10 LIFETIME REQUIRED MINIMUM DISTRIBUTIONS CONTINUE THROUGH YEAR OF
PARTICIPANT'S DEATH Required minimum distributions will be determined under this
paragraph and paragraph 17.9 beginning with the first Distribution Calendar Year
and up to and including the Distribution Calendar Year that includes the
Participant's date of death.

17.11       DEATH ON OR AFTER DISTRIBUTIONS BEGIN

            (a)         PARTICIPANT SURVIVED BY DESIGNATED BENEFICIARY- If the
                        Participant dies on or after the date distributions
                        begin and there is a designated Beneficiary, the minimum
                        amount that will be distributed for each Distribution
                        Calendar Year after the year of the Participant's death
                        is the quotient obtained by dividing the Participant's
                        account balance by the longer of the remaining life
                        expectancy of the Participant or the remaining life
                        expectancy of the Participant's designated Beneficiary,
                        determined as follows:

                                       2
<PAGE>

                        (1)   The Participant's remaining life expectancy is
                              calculated using the age of the Participant in the
                              year of death, reduced by one for each subsequent
                              year.

                        (2)   If the Participant's surviving Spouse is the
                              Participant's sole designated Beneficiary, the
                              remaining life expectancy of the surviving Spouse
                              is calculated for each Distribution Calendar Year
                              after the year of the Participant's death using
                              the surviving Spouse's age as of the Spouse's
                              birthday in that year. For Distribution Calendar
                              Years after the year of the surviving Spouse's
                              death, the remaining life expectancy of the
                              surviving Spouse is calculated using the age of
                              the surviving Spouse as of the Spouse's birthday
                              in the calendar year of the Spouse's death,
                              reduced by one for each subsequent calendar year.

                        (3)   If the Participant's surviving Spouse is not the
                              Participant's sole designated Beneficiary, the
                              designated Beneficiary's remaining life expectancy
                              is calculated using the age of the Beneficiary in
                              the year following the year of the Participant's
                              death, reduced by one for each subsequent year.

            (b)         NO DESIGNATED BENEFICIARY- If the Participant dies on or
                        after the date distributions begin and there is no
                        designated Beneficiary as of September 30 of the year
                        after the year of the Participant's death, the minimum
                        amount that will be distributed for each distribution
                        calendar year after the year of the Participant's death
                        is the quotient obtained by dividing the Participant's
                        account balance by the Participant's remaining life
                        expectancy calculated using the age of the Participant
                        in the year of death, reduced by one for each subsequent
                        year.

17.12       DEATH BEFORE DATE DISTRIBUTIONS BEGIN

            (a)         PARTICIPANT SURVIVED BY DESIGNATED BENEFICIARY- Except
                        as provided in the Adoption Agreement, if the
                        Participant dies before the date distributions begin and
                        there is a designated Beneficiary, the minimum amount
                        that will be distributed for each distribution calendar
                        year after the year of the Participant's death is the
                        quotient obtained by dividing the Participant's account
                        balance by the remaining life expectancy of the
                        Participant's designated Beneficiary, determined as
                        provided in paragraph 17.11.

            (b)         NO DESIGNATED BENEFICIARY- If the Participant dies
                        before the date distributions begin and there is no
                        designated Beneficiary as of September 30 of the year
                        following the year of the Participant's death,
                        distribution of the Participant's entire interest will
                        be completed by December 31 of the calendar year
                        containing the fifth anniversary of the Participant's
                        death.

            (c)         DEATH OF SURVIVING SPOUSE BEFORE DISTRIBUTIONS TO
                        SURVIVING SPOUSE ARE REQUIRED TO BEGIN- If the
                        Participant dies before the date distributions begin,
                        the Participant's surviving Spouse is the Participant's
                        sole designated Beneficiary, and the surviving Spouse
                        dies before distributions are required to begin to the
                        surviving Spouse under paragraph 17.7(a), this paragraph
                        17.12 will apply as if the surviving Spouse were the
                        Participant.

17.13 DESIGNATED BENEFICIARY The individual who is designated as the Beneficiary
under paragraph 1.13 of the Basic Plan Document #01 and is the designated
Beneficiary under Code Section 401(a)(9) and Section 1.401(a)(9)-1, Q&A-4, of
the Treasury Regulations.

17.14 DISTRIBUTION CALENDAR YEAR 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 under paragraph 17.7. The required minimum distribution for
the Participant's First Distribution Calendar Year will be made on or before the
Participant's Required Beginning Date. The required minimum distribution for
other Distribution Calendar Years, including the required minimum distribution
for the Distribution Calendar Year in which the Participant's Required Beginning
Date occurs, will be made on or before December 31 of that Distribution Calendar
Year.

                                       3
<PAGE>

17.15 LIFE EXPECTANCY Life expectancy as computed by use of the Single Life
Table in Section 1.401(a)(9)-9 of the Treasury Regulations.

17.16 PARTICIPANT'S ACCOUNT BALANCE 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 made and
allocated or forfeitures allocated to the account balance as of dates in the
Valuation Calendar Year after the Valuation Date and decreased by distributions
made in the Valuation Calendar Year after the Valuation Date. The account
balance for the Valuation Calendar year includes any amounts rolled over or
transferred to the Plan either in the Valuation Calendar Year or in the
Distribution Calendar Year if distributed or transferred in the Valuation
Calendar Year.

17.17 REQUIRED BEGINNING DATE The date specified in paragraph 1.88 of the Basic
Plan Document #01.




                                       4
<PAGE>


                        CODE SECTION 125 MODEL AMENDMENT

The following is a model amendment that a sponsor of a qualified plan may choose
to adopt if the Employer sponsor maintains a health program in conjunction with
a Section 125 arrangement but permits an Employee to elect cash in lieu of group
health coverage, only if the Employee is able to certify that he or she has
other health coverage. The use of this amendment will generally also apply to
the definition of Compensation for purposes of Code Section 414(s) unless the
plan otherwise specifically excludes all amounts described in Code Section
414(s)(2).

A prototype plan may be amended by the document's Sponsor to use the alternative
definition of Compensation to the extent authorized. Alternatively, adopting
Employers may adopt a Plan amendment as an addendum to the Plan. The inclusion
of the Model Plan Amendment below as an addendum to a Plan adopted to comply
with EGTRRA, will not cause a prototype Plan to be treated as an individually
designed plan. A Plan Sponsor that adopts the Model Amendment verbatim (or with
only minor changes) will have reliance that the form of its Plan satisfies the
requirements of this Revenue Ruling, and the adoption of such an amendment will
not adversely affect the Plan Sponsor's or the adopting Employer's reliance on a
favorable determination, or opinion letter.




                                       1
<PAGE>


           IRS MODEL AMENDMENT CODE SECTION 125 "DEEMED CONTRIBUTIONS"

                       PROTOTYPE DEFINED CONTRIBUTION PLAN
                             BASIC PLAN DOCUMENT #01


Pursuant to Article XV, paragraph 15.1 of the Prototype Basic Plan Document #01
and in accordance with Revenue Ruling 2002-27, the Basic Plan Document #01 is
amended as follows effective for Plan Years and Limitation Years beginning on or
after January 1, 2002, except that, for any such Employer sponsors of the Plan
who operated the Plan in accordance with the definition below prior to January
1, 2002 and in Plan Years beginning on or after January 1, 1998, such amendment
is also effective for all years during such period in which the Plan operated in
accordance with this definition.

For purposes of the definition of Compensation under paragraph 1.16, amounts
under Code Section 125 include any amounts not available to a Participant in
cash in lieu of group health coverage because the Participant is unable to
certify that he or she has other health coverage. An amount will be treated as
an amount under Code Section 125 only if the Employer does not request or
collect information regarding the Participant's other health coverage as part of
the enrollment process for the health plan.



Executed this             day of                      .
              -----------        ---------------------


                                                       ------------------------
                                                            Name of Employer

                                                       ------------------------
                                                               Signed By

                                                       ------------------------
                                                               Signature




                                       1
<PAGE>
                       NONSTANDARDIZED ADOPTION AGREEMENT
                 PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN

                                  SPONSORED BY

                        LBMC RETIREMENT PLAN COMPANY, LLC

The Employer named below hereby establishes a Cash or Deferred Profit-Sharing
Plan for eligible Employees as provided in this Adoption Agreement and the
accompanying Basic Plan Document #01.

I.       EMPLOYER INFORMATION

         IF MORE THAN ONE EMPLOYER IS ADOPTING THE PLAN, COMPLETE THIS SECTION
         BASED ON THE LEAD EMPLOYER. ADDITIONAL EMPLOYERS WHO ARE MEMBERS OF THE
         SAME CONTROLLED GROUP OR AFFILIATED SERVICE GROUP MAY ADOPT THIS PLAN
         BY COMPLETING AND EXECUTING SECTION XX(A) OF THE ADOPTION AGREEMENT.

         A.       NAME AND ADDRESS:

                  Spheris Operations Inc.
                  720 Cool Springs Blvd.
                  Suite 200
                  Franklin, TN 37067

         B.       TELEPHONE NUMBER:         615-261-1500

         C.       EMPLOYER'S TAX ID NUMBER: 62-1731371

         D.       FORM OF BUSINESS:

                  [ ] 1. Sole Proprietor   [ ] 5. Limited Liability Company

                  [ ] 2. Partnership       [ ] 6. Limited Liability Partnership

                  [X] 3. Corporation       [ ] 7. _____________________________

                  [ ] 4. S Corporation

         E.       IS THE EMPLOYER PART OF A CONTROLLED GROUP?  [ ]  YES  [X]  NO
                  PART OF AN AFFILIATED SERVICE GROUP?         [ ]  YES  [X]  NO

         F.       NAME OF PLAN: Spheris Operations, Inc. 401(k) Plan

         G.       THREE DIGIT PLAN NUMBER: 001

         H.       EMPLOYER'S TAX YEAR END: 12/31

         I.       EMPLOYER'S BUSINESS CODE: 621399

II.      EFFECTIVE DATE

         A.       NEW PLAN:

                  This is a new Plan having an Effective Date of
                  __________________________.

         B.       AMENDED AND RESTATED PLANS:

                  This is an amendment or restatement of an existing Plan. The
                  initial Effective Date of the Plan was ____________________.
                  The Effective Date of this amendment or restatement is
                  ________________________.



                                       1
<PAGE>
         C.       AMENDED OR RESTATED PLANS FOR GUST:

                  This is an amendment or restatement of an existing Plan to
                  comply with GUST [The Uruguay Round Agreements, Pub. L.
                  103-465 (GATT); The Uniformed Services Employment and
                  Reemployment Rights Act of 1994, Pub. L. 103-353 (USERRA); The
                  Small Business Job Protection Act of 1996, Pub. L. 104-188
                  (SBJPA) [including Section 414(u) of the Internal Revenue
                  Code]; The Taxpayer Relief Act of 1997, Pub. L. 105-34
                  (TRA'97); The Internal Revenue Service Restructuring and
                  Reform Act of 1998, Pub. L. 105-206 (IRSRRA), and The
                  Community Renewal Tax Relief Act of 2000, Pub. L. 106-554
                  (CRA). The initial Effective Date of the Plan was 01/01/1999.
                  Except as provided for in the Plan, the Effective Date of this
                  amendment or restatement is 10/01/2004. (The restatement date
                  should be no earlier than the first day of the current Plan
                  Year. The Plan contains appropriate retroactive Effective
                  Dates with respect to provisions of GUST.)

                  PURSUANT TO CODE SECTION 411(d)(6) AND THE REGULATIONS ISSUED
                  THEREUNDER, AN EMPLOYER CANNOT REDUCE, ELIMINATE OR MAKE
                  SUBJECT TO EMPLOYER DISCRETION ANY CODE SECTION 411(d)(6)
                  PROTECTED BENEFIT. WHERE THIS PLAN DOCUMENT IS BEING ADOPTED
                  TO AMEND ANOTHER PLAN THAT CONTAINS A PROTECTED BENEFIT NOT
                  PROVIDED FOR IN THE BASIC PLAN DOCUMENT #01, THE EMPLOYER MAY
                  COMPLETE SCHEDULE A AS AN ADDENDUM TO THIS ADOPTION AGREEMENT.
                  SCHEDULE A DESCRIBES SUCH PROTECTED BENEFITS AND SHALL BECOME
                  PART OF THIS PLAN. IF A PRIOR PLAN DOCUMENT CONTAINS A PLAN
                  FEATURE NOT PROVIDED FOR IN THE BASIC PLAN DOCUMENT #01, THE
                  EMPLOYER MAY ATTACH SCHEDULE B DESCRIBING SUCH FEATURE.
                  PROVISIONS LISTED ON SCHEDULE B ARE NOT COVERED BY THE IRS
                  OPINION LETTER ISSUED WITH RESPECT TO THE BASIC PLAN DOCUMENT
                  #01.

         D.       EFFECTIVE DATE FOR ELECTIVE DEFERRALS:

                  If different from above, the Elective Deferral provisions
                  shall be effective _______________________.


III.     DEFINITIONS

         A.       "COMPENSATION"

                  Select the definition of Compensation, the Compensation
                  Computation Period, any Compensation Dollar Limitation and
                  Exclusions from Compensation for each Contribution Type from
                  the options listed below. Enter the letter of the option
                  selected on the lines provided below. Leave the line blank if
                  no election needs to be made.

<TABLE>
<CAPTION>
                                                                  COMPENSATION                         EXCLUSIONS
                  EMPLOYER                    COMPENSATION        COMPUTATION     COMPENSATION         FROM
                  CONTRIBUTION TYPE           DEFINITION          PERIOD          DOLLAR LIMITATION    COMPENSATION
                  --------------------------- ------------------ ---------------- -------------------- ------------------
<S>                                           <C>                <C>              <C>                  <C>
                  All Contributions                   B                 A         $                            I
                  Elective Deferrals                                              $
                  Voluntary After-tax                                             $
                  Required After-tax                                              $
                  Safe Harbor                                                     $
                  Non-Safe Harbor Match Formula 1                                 $
                  QNEC/QMAC                                                       $
                  Discretionary                                                   $
                  Non-Safe Harbor Match Formula 2                                 $
</TABLE>

<TABLE>
<CAPTION>
                  ANTIDISCRIMINATION       COMPENSATION             COMPENSATION            COMPENSATION
                  TESTS                    DEFINITION               COMPUTATION PERIOD      DOLLAR LIMITATION
                  ------------------------ ------------------------ ----------------------- -------------------------
<S>                                        <C>                      <C>                     <C>
                  ADP/ACP                             B                       A             $
</TABLE>



                                       2
<PAGE>
                  COMPENSATION COMPUTATION PERIODS MUST BE CONSISTENT FOR ALL
                  CONTRIBUTION TYPES, EXCEPT DISCRETIONARY. IF DIFFERENT
                  COMPUTATION PERIODS ARE SELECTED, THE SELECTION FOR ADP/ACP
                  TESTING WILL BE DEEMED TO BE THE ELECTION FOR ALL PURPOSES
                  EXCEPT FOR DISCRETIONARY CONTRIBUTIONS.

                  1.       Compensation Definition:

                           a.       Code Section 3401(a) - W-2 Compensation
                                    subject to income tax withholding at the
                                    source.

                           b.       Code Section 3401(a) - W-2 Compensation
                                    subject to income tax withholding at the
                                    source, with all pre-tax contributions
                                    added.

                           c.       Code Section 6041/6051 - Income reportable
                                    on Form W-2.

                           d.       Code Section 6041/6051 - Income reportable
                                    on Form W-2, with all pre-tax contributions
                                    added.

                           e.       Code Section 415 - All income received for
                                    services performed for the Employer.

                           f.       Code Section 415 - All income received for
                                    services performed for the Employer, with
                                    all pre-tax contributions excluded.

                           THE CODE SECTION 415 DEFINITION WILL ALWAYS APPLY
                           WITH RESPECT TO SOLE PROPRIETORS AND PARTNERS.

                  2.       Compensation Computation Period:

                           a.       Compensation paid during a Plan Year while a
                                    Participant.

                           b.       Compensation paid during the entire Plan
                                    Year.

                           c.       Compensation paid during the Employer's
                                    fiscal year.

                           d.       Compensation paid during the calendar year.

                  3.       Compensation Dollar Limitation: The dollar limitation
                           section does not need to be completed unless
                           Compensation of less than the Code Section 401(a)(17)
                           limit of $160,000 (as indexed) is to be used.

                  4.       Exclusions from Compensation (non-integrated plans
                           only):

                           a.       There will be no exclusions from
                                    Compensation under the Plan.

                           b.       Any amount included in a Participant's gross
                                    income due to the application of Code
                                    Sections 125, 132(f)(4), 402(h)(1)(B),
                                    402(e) or 403(b) will be excluded from the
                                    definition of Compensation under the Plan.

                           c.       Overtime

                           d.       Bonuses

                           e.       Commissions

                           f.       Exclusion applies only to Participants who
                                    are Highly Compensated Employees.

                           g.       Severance pay

                           h.       Holiday and vacation pay

                           i.       Other: DEP. CARE, CAR, EE. BUSINESS & MOVING
                                    EXP., NONQUALIFIED PLAN DISTRIBUTIONS,
                                    NONCASH FRINGE BENEFIT



                                       3
<PAGE>



         B.       "DISABILITY"

         [ ]      1.       As defined in paragraph 1.26 of the Basic Plan
                           Document #01.

         [ ]      2.       As defined in the Employer's Disability Insurance
                           Plan.

         [X]      3.       An individual will be considered to be disabled if he
                           or she is unable to engage in any substantial gainful
                           activity by reason of any medically determinable
                           physical or mental impairment which can be expected
                           to result in death or to be of long continued and
                           indefinite duration. An individual shall not be
                           considered to be disabled unless he or she furnishes
                           proof of the existence thereof in such form and
                           manner as the Secretary may prescribe.

         C.       "HIGHLY COMPENSATED EMPLOYEES -- TOP-PAID GROUP ELECTION" For
                  Plans which are being amended and restated for GUST, please
                  complete Schedule C outlining the preamendment operation of
                  the Plan, as well as this section of the Adoption Agreement.
                  The testing elections made below will apply to the future
                  operation of the Plan.

          [ ]     1.       Top-Paid Group Election:

                           In determining who is a Highly Compensated Employee,
                           the Employer makes the Top-Paid Group election. The
                           effect of this election is that an Employee (who is
                           not a 5% owner at any time during the determination
                           year or the look-back year) who earned more than
                           $80,000, as indexed for the look-back year, is a
                           Highly Compensated Employee if the Employee was in
                           the Top-Paid Group for the look-back year. This
                           election is applicable for the Plan Year in which
                           this Plan is effective.

         [ ]      2.       Calendar Year Data Election:

                           If the Plan Year is not the calendar year, the prior
                           year computation period for purposes of determining
                           if an Employee earned more than $80,000, as indexed,
                           is the calendar year beginning in the prior Plan
                           Year. This election is applicable for the Plan Year
                           in which this Plan is effective.

         D.       "HOUR OF SERVICE"

                  Hours shall be determined by the method selected below. The
                  method selected shall be applied to all Employees covered
                  under the Plan as follows:

         [ ]      1.       Not applicable. For all purposes under the Plan, a
                           Year of Service (Period of Service) is defined as
                           Elapsed Time.

         [X]      2.       On the basis of actual hours for which an Employee is
                           paid or entitled to payment.

         [ ]      3.       On the basis of days worked. An Employee shall be
                           credited with ten (10) Hours of Service if such
                           Employee would be credited with at least one (1) Hour
                           of Service during the day.

         [ ]      4.       On the basis of weeks worked. An Employee shall be
                           credited with forty-five (45) Hours of Service if the
                           Employee would be credited with at least one (1) Hour
                           of Service during the week.

         [ ]      5.       On the basis of semi-monthly payroll periods. An
                           Employee shall be credited with ninety-five (95)
                           Hours of Service if such Employee would be credited
                           with at least one (1) Hour of Service during the
                           semi-monthly payroll period.

         [ ]      6.       On the basis of months worked. An Employee shall be
                           credited with one-hundred-ninety (190) Hours of
                           Service if such Employee would be credited with at
                           least one (1) Hour of Service during the month.



                                       4
<PAGE>



         E.       "INTEGRATION LEVEL"

         [X]      1.       Not applicable. The Plan's allocation formula is not
                           integrated with Social Security.

         [ ]      2.       The maximum earnings considered wages for such Plan
                           Year for Social Security withholding purposes without
                           regard to Medicare.

         [ ]      3.       ________% (not more than 100%) of the amount
                           considered wages for such Plan Year for Social
                           Security withholding purposes without regard to
                           Medicare.

         [ ]      4.       $________, provided that such amount is not in excess
                           of the amount determined under paragraph (E)(2)
                           above.

         [ ]      5.       One dollar over 80% of the amount considered wages
                           for such Plan Year for Social Security withholding
                           purposes without regard to Medicare.

         [ ]      6.       20% of the maximum earnings considered wages for such
                           Plan Year for Social Security withholding purposes
                           without regard to Medicare.

         F.       "LIMITATION YEAR"

                  Unless elected otherwise below, the Limitation Year shall be
                  the Plan Year.

                  The 12-consecutive month period commencing on 01/01 and ending
                  on 12/31.

                  If applicable, there will be a short Limitation Year
                  commencing on ___________________________ and ending on
                  ___________________________. Thereafter, the Limitation Year
                  shall end on the date specified above.

         G.       "NET PROFIT"

         [X]      1.       Not applicable. Employer contributions to the Plan
                           are not conditioned on profits.

         [ ]      2.       Net Profits are defined as follows:

                  [ ]      a.       As defined in paragraph 1.61 of Basic Plan
                                    Document #01.

                  [ ]      b.       Net Profits will be defined in a uniform and
                                    nondiscriminatory manner which will not
                                    result in a deprivation of an eligible
                                    Participant of any Employer Contribution.

                           c.       Net Profits are required for the following
                                    contributions:

                           [ ]      i.       Employer Non-Safe Harbor Match
                                             Formula 1.

                           [ ]      ii.      Employer Non-Safe Harbor Match
                                             Formula 2.

                           [ ]      iii.     Employer QNEC and QMAC.

                           [ ]      iv.      Employer discretionary.

                  ELECTIVE DEFERRALS CAN ALWAYS BE CONTRIBUTED REGARDLESS OF
                  PROFITS. TOP-HEAVY MINIMUMS ARE REQUIRED REGARDLESS OF
                  PROFITS.

         H.       "PLAN YEAR"

                  The 12-consecutive month period commencing on 01/01 and ending
                  on 12/31.

                  If applicable, there will be a short Plan Year commencing on
                  ___________________________ and ending on
                  ___________________________. Thereafter, the Plan Year shall
                  end on the date specified above.



                                       5
<PAGE>
         I.       "QDRO PAYMENT DATE"

         [X]      1.       The date the QDRO is determined to be qualified.

         [ ]      2.       The statutory age 50 requirement applies for purposes
                           of making distribution to an alternate payee under
                           the provisions of a QDRO.

         J.       "QUALIFIED JOINT AND SURVIVOR ANNUITY"

         [X]      1.       Not applicable. The Plan is not subject to Qualified
                           Joint and Survivor Annuity rules. The safe harbor
                           provisions of paragraph 8.7 of the Basic Plan
                           Document #01 apply. The normal form of payment is a
                           lump sum. No annuities are offered under the Plan.

         [ ]      2.       The normal form of payment is a lump sum. The Plan
                           does provide for annuities as an optional form of
                           payment at Section XVIII(C) of the Adoption
                           Agreement. Joint and Survivor rules are avoided
                           unless the Participant elects to receive his or her
                           distribution in the form of an annuity.

         [ ]      3.       The Joint and Survivor Annuity rules are applicable
                           and the survivor annuity will be __________% (50%,
                           66-2/3%, 75% or 100%) of the annuity payable during
                           the lives of the Participant and his or her Spouse.
                           If no selection is specified, 50% shall be deemed
                           elected.

         K.       "QUALIFIED PRERETIREMENT SURVIVOR ANNUITY"

                  DO NOT COMPLETE THIS SECTION IF PARAGRAPH (J)(1) WAS ELECTED.

         [ ]      1.       The Qualified Preretirement Survivor Annuity shall be
                           100% of the Participant's Vested Account Balance in
                           the Plan as of the date of the Participant's death.

         [ ]      2.       The Qualified Preretirement Survivor Annuity shall be
                           50% of the Participant's Vested Account Balance in
                           the Plan as of the date of the Participant's death.

         L.       "VALUATION OF PLAN ASSETS"

                  The assets of the Plan shall be valued on the last day of the
                  Plan Year and on the following Valuation Date(s):

         [ ]      1.       There are no other mandatory Valuation Dates.

         [X]      2.       The Valuation Dates are applicable for the
                           contribution type specified below:

<TABLE>
<CAPTION>
                                      CONTRIBUTION TYPE                        VALUATION DATE
                           ----------------------------------------- ---------------------------------------
<S>                                                                  <C>
                           All Contributions                                           A
                           Elective Deferrals
                           Voluntary After-tax
                           Required After-tax
                           Safe Harbor
                           Non-Safe Harbor Match Formula 1
                           QNEC/QMAC
                           Discretionary
                           Non-Safe Harbor Match Formula 2
</TABLE>

                           a.       Daily valued.

                           b.       The last day of each month.

                           c.       The last day of each quarter in the Plan
                                    Year.



                                       6
<PAGE>
                           d.       The last day of each semi-annual period in
                                    the Plan Year.

                           e.       At the discretion of the Plan Administrator.

                           f.       Other:_____________________________________.

IV.      ELIGIBILITY REQUIREMENTS

         Complete the following using the eligibility requirements as specified
         for each contribution type. To become a Participant in the Plan, the
         Employee must satisfy the following eligibility requirements.

<TABLE>
<CAPTION>
                                                                                    ELIGIBILITY
                                       MINIMUM      SERVICE          CLASS          COMPUTATION
         CONTRIBUTION TYPE             AGE          REQUIREMENT      EXCLUSIONS     PERIOD         ENTRY DATE
         ----------------------------- ------------ ---------------- -------------- -------------- -------------
<S>                                         <C>        <C>             <C>
         All Contributions                  21          1               2                               **

         Elective Deferrals

         Voluntary After-tax

         Required After-tax

         Safe Harbor Contribution*

         Non-Safe Harbor Match --
         Formula 1

         QNECs

         QMACs

         Employer Discretionary

         Non-Safe Harbor Match --
         Formula 2
</TABLE>

         *IF ANY AGE OR SERVICE REQUIREMENT SELECTED IS MORE RESTRICTIVE THAN
         THAT WHICH IS IMPOSED ON ANY EMPLOYEE CONTRIBUTION, THAT GROUP OF
         EMPLOYEES WILL BE SUBJECT TO THE ADP AND/OR ACP TESTING AS PRESCRIBED
         UNDER IRS NOTICES 98-52, 2000-3 AND ANY APPLICABLE IRS REGULATIONS.

         A.       AGE:

                  1.       No age requirement.

                  2.       Insert the applicable age in the chart above. The age
                           may not be more than 21.

         B.       SERVICE:

                  1.       No Service requirement.

                  2.       _______ months of Service (insert number of months
                           applicable to the specified contribution type).

                  3.       _______ months of Service (insert number of months
                           applicable to the specified contribution type).

                  4.       1 Year of Service or Period of Service.

                  5.       2 Years of Service or Periods of Service.

                  6.       1 Expected Year of Service. May enter after six (6)
                           months of actual Service.



                                       7
<PAGE>
                  7.       1 Expected Year of Service. May enter after
                           __________ months of actual Service [must be less
                           than one (1) Year].

                  8.       1 Expected Year of Service. May enter after
                           __________ months of actual Service [must be less
                           than one (1) Year].

                  9.       Completion of ___________ Hours of Service within the
                           ___________ month(s) time period following an
                           Employee's commencement of employment.

                  NO MORE THAN 83 1/3 HOURS OF SERVICE MAY BE REQUIRED DURING
                  EACH SUCH MONTH; PROVIDED, HOWEVER, THAT THE EMPLOYEE SHALL
                  BECOME A PARTICIPANT NO LATER THAN UPON THE COMPLETION OF
                  1,000 HOURS OF SERVICE WITHIN AN ELIGIBILITY COMPUTATION
                  PERIOD AND THE ATTAINMENT OF THE MINIMUM AGE REQUIREMENT.

                  THE MAXIMUM SERVICE REQUIREMENT FOR ELECTIVE DEFERRALS IS 1
                  YEAR. FOR ALL OTHER CONTRIBUTIONS, THE MAXIMUM IS 2 YEARS. IF
                  A SERVICE REQUIREMENT GREATER THAN 1 YEAR IS SELECTED,
                  PARTICIPANTS MUST BE 100% VESTED IN THAT CONTRIBUTION.

                  A Year of Service for eligibility purposes is defined as
                  follows (choose one):

                  DO NOT ENTER THIS DEFINITION IN THE TABLE ABOVE.

         [ ]      10.      Not applicable. There is no Service requirement.

         [X]      11.      Not applicable. The Plan is using Expected Year of
                           Service or has a Service requirement of less than one
                           (1) year.

         [ ]      12.      Hours of Service method. A Year of Service will be
                           credited upon completion of ____________ Hours of
                           Service. A Year of Service for eligibility purposes
                           may not be less than 1 Hour of Service nor greater
                           than 1,000 hours by operation of law. If left blank,
                           the Plan will use 1,000 hours.

         [ ]      13.      Elapsed Time method.

         C.       EMPLOYEE CLASS EXCLUSIONS:

                  1.       Employees included in a unit of Employees covered by
                           a collective bargaining agreement between the
                           Employer and Employee Representatives, if benefits
                           were the subject of good faith bargaining and if two
                           percent or less of the Employees are covered pursuant
                           to the agreement are professionals as defined in
                           Section 1.410(b)-9 of the Regulations. For this
                           purpose, the term "employee representative" does not
                           include any organization more than half of whose
                           members are owners, officers, or executives of the
                           Employer.

                  2.       Employees who are non-resident aliens [within the
                           meaning of Code Section 7701(b)(1)(B)] who receive no
                           Earned Income [within the meaning of Code Section
                           911(d)(2)] from the Employer which constitutes income
                           from sources within the United States [within the
                           meaning of Code Section 861(a)(3)].

                  3.       Employees compensated on an hourly basis.

                  4.       Employees compensated on a salaried basis.

                  5.       Employees compensated on a commission basis.

                  6.       Leased Employees.

                  7.       Highly Compensated Employees.

                  8.       The Plan shall exclude from participation any
                           nondiscriminatory classification of Employees
                           determined as follows: ______________________________
                           _____________________________________________________



                                       8
<PAGE>



         D.       ELIGIBILITY COMPUTATION PERIOD: The initial Eligibility
                  Computation Period shall commence on the date on which an
                  Employee first performs an Hour of Service and the first
                  anniversary thereof. Each subsequent Computation Period shall
                  commence on:

                  1.       Not applicable. The Plan has a Service requirement of
                           less than one (1) year or uses the Elapsed Time
                           method to determine eligibility.

                  2.       The anniversary of the Employee's employment
                           commencement date and each subsequent 12-consecutive
                           month period thereafter.

                  3.       The first day of the Plan Year which commences prior
                           to the first anniversary date of the Employee's
                           employment commencement date and each subsequent Plan
                           Year thereafter.

         E.       ENTRY DATE OPTIONS:

                  1.       The first day of the month coinciding with or next
                           following the date on which an Employee meets the
                           eligibility requirements.

                  2.       The first day of the payroll period coinciding with
                           or next following the date on which an Employee meets
                           the eligibility requirements.

                  3.       The earlier of the first day of the Plan Year, or the
                           first day of the fourth, seventh or tenth month of
                           the Plan Year coinciding with or next following the
                           date on which an Employee meets the eligibility
                           requirements.

                  4.       The earlier of the first day of the Plan Year or the
                           first day of the seventh month of the Plan Year
                           coinciding with or next following the date on which
                           an Employee meets the eligibility requirements.

                  5.       The first day of the Plan Year following the date on
                           which the Employee meets the eligibility
                           requirements. If this election is made, the Service
                           waiting period cannot be greater than one-half year
                           and the minimum age requirement may not be greater
                           than age 20 1/2.

                  6.       The first day of the Plan Year nearest the date on
                           which an Employee meets the eligibility requirements.
                           THIS OPTION CAN ONLY BE SELECTED FOR EMPLOYER RELATED
                           CONTRIBUTIONS.

                  7.       The first day of the Plan Year during which the
                           Employee meets the eligibility requirements. THIS
                           OPTION CAN ONLY BE SELECTED FOR EMPLOYER RELATED
                           CONTRIBUTIONS.

                  8.       The Employee's date of hire.

                  **       The first day of the second payroll period coinciding
                           with or next following the date on which an employee
                           meets the eligibility requirements.

         F.      EMPLOYEES ON EFFECTIVE DATE:

         [X]      1.       All Employees will be required to satisfy both the
                           age and Service requirements specified above.

         [ ]      2.       Employees employed on the Plan's Effective Date do
                           not have to satisfy the age requirement specified
                           above.

         [ ]      3.       Employees employed on the Plan's Effective Date do
                           not have to satisfy the Service requirement specified
                           above.



                                       9
<PAGE>



         G.       SPECIAL WAIVER OF ELIGIBILITY REQUIREMENTS:

                  The age and/or Service eligibility requirements specified
                  above shall be waived for those eligible Employees who are
                  employed on the following date for the contribution type(s)
                  specified. This waiver applies to either the age or service
                  requirement or both as elected below:


<TABLE>
<CAPTION>
                                       WAIVER OF AGE      WAIVER OF SERVICE
                  WAIVER DATE          REQUIREMENT        REQUIREMENT             CONTRIBUTION TYPE
                  -------------------- ------------------ ----------------------- ---------------------------------------
<S>                                    <C>                <C>                     <C>
                                                                                  All Contributions
                                                                                  Elective Deferrals
                                                                                  Employer Discretionary
                                                                                  Non-Safe Harbor Match Formula 1
                                                                                  Safe Harbor Contribution
                                                                                  QNEC
                                                                                  QMAC
                                                                                  Non-Safe Harbor Match Formula 2
</TABLE>

V.       RETIREMENT AGES

         A.       NORMAL RETIREMENT:

         [X]      1.       Normal Retirement Age shall be age 65 (not to exceed
                           65).

         [ ]      2.       Normal Retirement Age shall be the later of attaining
                           age ________ (not to exceed age 65) or the ________
                           (not to exceed the fifth) anniversary of the first
                           day of the first Plan Year in which the Participant
                           commenced participation in the Plan.

                  3.       The Normal Retirement Date shall be:

                  [X]      a.       as of the date the Participant attains
                                    Normal Retirement Age.

                  [ ]      b.       the first day of the month next following
                                    the Participant's attainment of Normal
                                    Retirement Age.

         B.       EARLY RETIREMENT:

         [X]      1.       Not applicable.

         [ ]      2.       The Plan shall have an Early Retirement Age of
                           ________ (not less than age 55) and completion of
                           ________ Years of Service.

                  3.       The Early Retirement Date shall be:

                  [ ]      a.       as of the date the Participant attains Early
                                    Retirement Age.

                  [ ]      b.       the first day of the month next following
                                    the Participant's attainment of Early
                                    Retirement Age.


VI.      EMPLOYEE CONTRIBUTIONS

         A.       ELECTIVE DEFERRALS:

         [X]      1.       Up to 75%.

         [ ]      2.       Participants shall be permitted to make Elective
                           Deferrals in any amount from a minimum of _______% to
                           a maximum of _______% of their Compensation not to
                           exceed $_________.



                                       10
<PAGE>
         [ ]      3.       Participants shall be permitted to make Elective
                           Deferrals in a flat dollar amount from a minimum of
                           $______________ to a maximum of $_____________, not
                           to exceed ______% of their Compensation.

         [ ]      4.       Up to the maximum percentage of Compensation and
                           dollar amount permissible under Section 402(g) of the
                           Internal Revenue Code not to exceed the limits of
                           Code Sections 401(k), 404 and 415.

         B.       BONUS OPTION:

         [ ]      1.       Not applicable.

         [X]      2.       Bonuses paid by the Employer ARE included in the
                           definition of Compensation and the Employer permits a
                           Participant to amend their deferral election to defer
                           to the Plan, an amount not to exceed 100% or
                           $_________ of any bonus received by the Participant
                           for any Plan Year.

         C.       AUTOMATIC ENROLLMENT: The Employer elects the automatic
                  enrollment provisions as follows:

         [X]      1.       NEW EMPLOYEES. Employees who have not met the
                           eligibility requirements shall have Elective
                           Deferrals withheld in the amount of 2% of
                           Compensation or $________ of Compensation upon
                           entering the Plan.

         [ ]      2.       CURRENT PARTICIPANTS. Current Participants who are
                           deferring at a percentage less than the amount
                           selected herein shall have Elective Deferrals
                           withheld in the amount of ________% of Compensation
                           or $________ of Compensation.

         [ ]      3.       CURRENT EMPLOYEES. Employees who are eligible to
                           participate but not deferring shall have Elective
                           Deferrals withheld in the amount of ______ % of
                           Compensation or $_________ of Compensation.

                  Employees and Participants shall have the right to amend the
                  stated automatic Elective Deferral percentage or receive cash
                  in lieu of deferral into the Plan.

         D.       VOLUNTARY AFTER-TAX CONTRIBUTIONS:

         [X]      1.       The Plan does not permit Voluntary After-tax
                           Contributions.

         [ ]      2.       Participants may make Voluntary After-tax
                           Contributions in any amount from a minimum of
                           ________% to a maximum of ______% of their
                           Compensation or a flat dollar amount from a
                           minimum of $____________ to a maximum of
                           $______________.

                  IF RECHARACTERIZATION OF ELECTIVE DEFERRALS HAS BEEN ELECTED
                  AT SECTION XII(D) IN THIS ADOPTION AGREEMENT, VOLUNTARY
                  AFTER-TAX CONTRIBUTIONS MUST BE PERMITTED IN THE PLAN BY
                  COMPLETING THE SECTION ABOVE.

         E.       REQUIRED AFTER-TAX CONTRIBUTIONS (THRIFT SAVINGS PLANS ONLY):

         [X]      1.       The Plan does not permit Required After-tax
                           Contributions.

         [ ]      2.       Participants shall be required to make Required
                           After-tax Contributions as follows:

                  [ ]      a.       ________% of Compensation.

                  [ ]      b.       A percentage determined by the Employee.

         F.       ROLLOVER CONTRIBUTIONS:

         [ ]      1.       The Plan does not accept Rollover Contributions.



                                       11
<PAGE>



         [ ]      2.       Participants may make Rollover Contributions after
                           meeting the eligibility requirements for
                           participation in the Plan.

         [X]      3.       Employees may make Rollover Contributions prior to
                           meeting the eligibility requirements for
                           participation in the Plan.

         G.       ELECTIVE PLAN TO PLAN TRANSFER CONTRIBUTIONS:

         [ ]      1.       The Plan does not accept Transfer Contributions.

         [ ]      2.       Participants may make Transfer Contributions after
                           meeting the eligibility requirements for
                           participation in the Plan.

         [X]      3.       Employees may make Transfer Contributions prior to
                           meeting the eligibility requirements for
                           participation in the Plan.

         H.       CHANGES TO ELECTIVE DEFERRALS:

                  Participants shall be permitted to terminate their Elective
                  Deferrals at any time upon proper and timely notice to the
                  Employer. Modifications to Participants' Elective Deferrals
                  will become effective on a prospective basis as provided for
                  below:

         [ ]      1.       On a daily basis.

         [ ]      2.       Upon _____ (not to exceed 90) days notice to the Plan
                           Administrator.

         [ ]      3.       On the first day of each quarter.

         [ ]      4.       On the first day of the next month.

         [X]      5.       The beginning of the next payroll period.

         I.       REINSTATEMENT OF ELECTIVE DEFERRALS:

                  Participants who terminate their Elective Deferrals shall be
                  permitted to reinstate their Elective Deferrals on a
                  prospective basis as provided for below:

         [ ]      1.       On a daily basis.

         [ ]      2.       Upon _____ (not to exceed 90) days notice to the Plan
                           Administrator.

         [ ]      3.       On the first day of each quarter.

         [ ]      4.       On the first day of the next month.

         [X]      5.       The beginning of the next payroll period.


VII.     SAFE HARBOR PLAN PROVISIONS

[ ]      The Employer elects to comply with the Safe Harbor Cash or Deferred
         Arrangement provisions of Article XI of Basic Plan Document #01 and
         elects one of the following contribution formulas:

A.       SAFE HARBOR TESTS:

         [ ]      1.       Only the ADP and not the ACP Test Safe Harbor
                           provisions are applicable.

         [ ]      2.       Both the ADP and ACP Test Safe Harbor provisions are
                           applicable. If both ADP and ACP provisions are
                           applicable:

                  [ ]      a.       No additional Matching Contributions will be
                                    made in any Plan Year in which the Safe
                                    Harbor provisions are used.



                                       12
<PAGE>
                  [ ]      b.       The Employer may make Matching Contributions
                                    in addition to any Safe Harbor Matching
                                    Contributions elected below. (Complete
                                    provisions in Article VIII regarding
                                    Matching Contributions that will be made in
                                    addition to those Safe Harbor Matching
                                    Contributions made below.)

[ ]      B.       DESIGNATION OF ALTERNATE PLAN TO RECEIVE SAFE HARBOR
                  CONTRIBUTION:

                  If the Safe Harbor Contribution as elected below is not being
                  made to this Plan, the name of the other plan that will
                  receive the Safe Harbor Contribution is: _____________________
                  ______________________________________________________________

[ ]      C.       BASIC MATCHING CONTRIBUTION FORMULA:

                  Matching Contributions will be made on behalf of Participants
                  in an amount equal to 100% of the amount of the Eligible
                  Participant's Elective Deferrals that do not exceed 3% of the
                  Participant's Compensation and 50% of the amount of the
                  Participant's Elective Deferrals that exceed 3% of the
                  Participant's Compensation but that do not exceed 5% of the
                  Participant's Compensation.

[ ]      D.       ENHANCED MATCHING CONTRIBUTION FORMULA:

                  Matching Contributions will be made in an amount equal to the
                  sum of:

         [ ]      1.       _________% (may not be less than 100%) of the
                           Participant's Elective Deferrals that do not exceed
                           _________% (if more than 6% or if left blank, the ACP
                           Test will apply) of the Participant's Compensation,
                           plus

         [ ]      2.       _________% of the Participant's Elective Deferrals
                           that exceed _________% of the Participant's
                           Compensation but do not exceed _________% (if more
                           than 6% or if left blank the ACP Test will apply) of
                           the Participant's Compensation.

                  This section must be completed so that at any rate of Elective
                  Deferrals, the Matching Contribution is at least equal to the
                  Matching Contribution received if the Employer used the Basic
                  Matching Contribution Formula. The rate of match cannot
                  increase as Elective Deferrals increase. If an additional
                  discretionary match is made, the dollar amount may not exceed
                  4% of the Participant's Compensation.

[ ]      E.       GUARANTEED NON-ELECTIVE CONTRIBUTION FORMULA:

                  The Employer shall make a Non-Elective Contribution equal to
                  _________% (not less than 3%) of the Compensation of each
                  Eligible Participant.

[ ]      F.       FLEXIBLE NON-ELECTIVE CONTRIBUTION FORMULA:

                  This provision provides the Employer with the ability to amend
                  the Plan to comply with the Safe Harbor provisions during the
                  Plan Year. To provide such option, the Employer must amend the
                  Plan and indicate on Schedule D that the Safe Harbor
                  Non-Elective Contribution (not less than 3%) will be made for
                  the specified Plan Year. Such election must comply with all
                  the applicable notice requirements.

                  ADDITIONAL NON-SAFE HARBOR CONTRIBUTIONS MAY BE MADE TO THE
                  PLAN PURSUANT TO ARTICLE XI OF BASIC PLAN DOCUMENT #01.

[ ]      G.       LIMITATIONS ON SAFE HARBOR MATCHING CONTRIBUTIONS:

                  If a Safe Harbor Matching Contribution is made to the Plan:

         [ ]      1.       The Employer will annualize the Safe Harbor Matching
                           Contributions.



                                       13
<PAGE>



         [ ]      2.       The Employer will not annualize the Safe Harbor
                           Matching Contributions and elects to match actual
                           Elective Deferrals made:

                  [ ]      a.       on a  payroll basis.

                  [ ]      b.       on a monthly basis.

                  [ ]      c.       on a Plan Year quarterly basis.

                           If no election is made, the payroll period method
                           will be used. If one of the Matching Contribution
                           calculation periods at Section VII(G)(2) above is
                           selected Matching Contributions must be deposited to
                           the Plan not later than the last day of the calendar
                           quarter next following the quarter following to which
                           they relate.

         IF THE SAFE HARBOR PLAN PROVISIONS ARE ELECTED, THE ANTIDISCRIMINATION
         TESTS AT ARTICLE XI OF THE BASIC PLAN DOCUMENT #01 ARE NOT APPLICABLE.
         SAFE HARBOR CONTRIBUTIONS MADE ARE SUBJECT TO THE WITHDRAWAL
         RESTRICTIONS OF CODE SECTION 401(k)(2)(B) AND TREASURY REGULATIONS
         SECTION 1.401(k)-1(d); SUCH CONTRIBUTIONS (AND EARNINGS THEREON) MUST
         NOT BE DISTRIBUTABLE EARLIER THAN SEPARATION FROM SERVICE, DEATH,
         DISABILITY, AN EVENT DESCRIBED IN CODE SECTION 401(k)(10), OR IN THE
         CASE OF A PROFIT-SHARING OR STOCK BONUS PLAN, THE ATTAINMENT OF AGE 59
         1/2. SAFE HARBOR CONTRIBUTIONS ARE NOT AVAILABLE FOR HARDSHIP
         WITHDRAWALS.

         THE ACP TEST SAFE HARBOR IS AUTOMATICALLY SATISFIED IF THE ONLY
         MATCHING CONTRIBUTION TO THE PLAN IS EITHER A BASIC MATCHING
         CONTRIBUTION OR AN ENHANCED MATCHING CONTRIBUTION THAT DOES NOT PROVIDE
         A MATCH ON ELECTIVE DEFERRALS IN EXCESS OF 6% OF COMPENSATION. FOR
         PLANS THAT ALLOW VOLUNTARY OR REQUIRED AFTER-TAX CONTRIBUTIONS, THE ACP
         TEST IS APPLICABLE WITH REGARD TO SUCH CONTRIBUTIONS.

         EMPLOYEES ELIGIBLE TO MAKE ELECTIVE DEFERRALS TO THIS PLAN MUST BE
         ELIGIBLE TO RECEIVE THE SAFE HARBOR CONTRIBUTION IN THE PLAN LISTED
         ABOVE, TO THE EXTENT REQUIRED BY IRS NOTICES 98-2 AND 2000-3.



                                       14
<PAGE>

VIII.    EMPLOYER CONTRIBUTIONS

         The Employer shall make contributions to the Plan in accordance with
         the formula or formulas selected below. The Employer's contribution
         shall be subject to the limitations contained in Articles III and X.
         For this purpose, a contribution for a Plan Year shall be limited by
         Compensation earned in the Limitation Year which ends with or within
         such Plan Year.

         Do not complete this Section of the Adoption Agreement if the Plan only
         offers a Safe Harbor Contribution. A Plan that offers both a Safe
         Harbor Matching Contribution as well as an additional Matching
         Contribution which is specified below, must complete both Sections VII
         and VIII of the Adoption Agreement.

         A.       MATCHING EMPLOYER CONTRIBUTION:

                  Select the Matching Contribution Formula, Computation Period
                  and special Limitations for each contribution type from the
                  options listed below. Enter the letter of the option(s)
                  selected on the lines provided. Leave the line blank if no
                  election is required.

<TABLE>
<CAPTION>
                                 NON-SAFE                                    NON-SAFE
                                 HABOR           MATCHING                    HARBOR       MATCHING
                TYPE OF          MATCHING        COMPUTATION                 MATCHING     COMPUTATION
                CONTRIBUTION     FORMULA 1       PERIOD        LIMITATIONS   FORMULA 2    PERIOD         LIMITATIONS
                ---------------  --------------  ------------  ------------  -----------  -------------  -------------
<S>             <C>              <C>             <C>           <C>           <C>          <C>            <C>
                Elective               C              G             A
                Deferrals

                Voluntary
                After-tax

                Required
                After-tax

                403(b)
                Deferrals
</TABLE>

                  If any election is made with respect to "403(b) Deferrals"
                  above, and if this Plan is used to fund any Employer
                  Contributions, Employer Contributions will be based on the
                  Elective Deferrals made to an existing 403(b) plan sponsored
                  by the Employer.

                 Name of corresponding 403(b) plan: ____________________________

                  1.       MATCHING CONTRIBUTION FORMULAS:

                           ELECTIVE DEFERRAL MATCHING CONTRIBUTION FORMULAS:

                           a.       PERCENTAGE OF DEFERRAL MATCH: The Employer
                                    shall contribute to each eligible
                                    Participant's account an amount equal to
                                    _________% of the Participant's Elective
                                    Deferrals up to a maximum of _________% or
                                    $_________ of Compensation.

                           b.       UNIFORM DOLLAR MATCH: The Employer shall
                                    contribute to each eligible Participant's
                                    account $________ if the Participant who
                                    contributes at least ________% or
                                    $__________ of Compensation. The Employer's
                                    contribution will be made up to a maximum of
                                    _____% of Compensation.

                           c.       DISCRETIONARY MATCH: The Employer's Matching
                                    Contribution shall be determined by the
                                    Employer with respect to each Plan Year. The
                                    Matching Contribution shall be contributed
                                    to each eligible Participant in accordance
                                    with the nondiscriminatory formula
                                    determined by the Employer. If this Plan is
                                    also utilizing a Safe Harbor Contribution,
                                    pursuant to Section VII of this Adoption
                                    Agreement, Discretionary Matching
                                    Contributions may not exceed 4% of
                                    Compensation.



                                       15
<PAGE>


                           d.       TIERED MATCH: The Employer shall contribute
                                    to each eligible Participant's account an
                                    amount equal to:

                                    ________% of the first ________% of the
                                    Participant's Compensation contributed, and

                                    ________% of the next ________% of the
                                    Participant's Compensation contributed, and

                                    ________% of the next ________% of the
                                    Participant's Compensation contributed.

                                    The Employer's contribution will be made up
                                    to the [ ] greater of [ ] lesser of
                                    _________% of Compensation, or $__________.

                                    THE PERCENTAGES SPECIFIED ABOVE MAY NOT
                                    INCREASE AS THE PERCENTAGE OF PARTICIPANT'S
                                    CONTRIBUTION INCREASES.

                           e.       PERCENTAGE OF COMPENSATION MATCH: The
                                    Employer shall contribute to each eligible
                                    Participant's account ________% of
                                    Compensation if the eligible Participant
                                    contributes at least ________% of
                                    Compensation.

                                    The Employer's contribution will be made up
                                    to the [ ] greater of [ ] lesser of
                                    _________% of Compensation, or $__________.

                           f.       PROPORTIONATE COMPENSATION MATCH: The
                                    Employer shall contribute to each eligible
                                    Participant who defers at least ________% of
                                    Compensation, an amount determined by
                                    multiplying such Employer Matching
                                    Contribution by a fraction, the numerator of
                                    which is the Participant's Compensation and
                                    the denominator of which is the Compensation
                                    of all Participants eligible to receive such
                                    an allocation.

                                    The Employer's contribution will be made up
                                    to the [ ] greater of [ ] lesser of
                                    _________% of Compensation, or $__________.

                           g.       LENGTH OF SERVICE MATCH: The Employer shall
                                    make Matching Contributions equal to the
                                    formula determined under the following
                                    schedule:

                                    Participant's Total     Matching
                                    Years of Service        Contribution Formula
                                    ----------------        --------------------

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

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

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

                                    EACH SEPARATE MATCHING PERCENTAGE
                                    CONTRIBUTION MUST SATISFY CODE SECTION
                                    401(a)(4) NONDISCRIMINATION REQUIREMENTS AND
                                    THE ACP TEST.

                           VOLUNTARY AFTER-TAX MATCHING CONTRIBUTION FORMULAS:

                           h.       PERCENTAGE OF DEFERRAL MATCH: The Employer
                                    shall contribute to each eligible
                                    Participant's account an amount equal to
                                    ______% of the Participant's Voluntary
                                    After-tax Contributions up to a maximum of
                                    ______% or $__________ of Compensation.

                           i.       UNIFORM DOLLAR MATCH: The Employer shall
                                    contribute to each eligible Participant's
                                    account $________ if the Participant at
                                    contributes least ________% or $________ of
                                    Compensation. The Employer's contribution
                                    will be made up to a maximum of _____% of
                                    Compensation.

                           j.       DISCRETIONARY MATCH: The Employer's Matching
                                    Contribution shall be determined by the
                                    Employer with respect to each Plan Year. The
                                    Matching



                                       16
<PAGE>


                                    Contribution shall be contributed to each
                                    eligible Participant in accordance with the
                                    nondiscriminatory formula determined by the
                                    Employer.

                           REQUIRED AFTER-TAX MATCHING CONTRIBUTION FORMULAS:

                           k.       PERCENTAGE OF DEFERRAL MATCH: The Employer
                                    shall contribute to each eligible
                                    Participant's account an amount equal to
                                    ________% of the Participant's Required
                                    After-tax Contributions up to a maximum of
                                    ________% or $__________ of Compensation.

                           l.       UNIFORM DOLLAR MATCH: The Employer shall
                                    contribute to each eligible Participant's
                                    account $________ if the Participant
                                    contributes at least _______% or $__________
                                    of Compensation. The Employer's contribution
                                    will be made up to a maximum of ______% of
                                    Compensation.

                           m.       DISCRETIONARY MATCH: The Employer's Matching
                                    Contribution shall be determined by the
                                    Employer with respect to each Plan Year. The
                                    Matching Contribution shall be contributed
                                    to each eligible Participant in accordance
                                    with the nondiscriminatory formula
                                    determined by the Employer.

                           IF THE MATCHING CONTRIBUTION FORMULA SELECTED BY THE
                           EMPLOYER IS 100% VESTED AND MAY NOT BE DISTRIBUTED TO
                           THE PARTICIPANT BEFORE THE EARLIER OF THE DATE THE
                           PARTICIPANT SEPARATES FROM SERVICE, RETIRES, BECOMES
                           DISABLED, ATTAINS 59 1/2, OR DIES, IT MAY BE TREATED
                           AS A QUALIFIED MATCHING CONTRIBUTION.

                           403(b) MATCHING CONTRIBUTION FORMULAS:

                           n.       PERCENTAGE OF DEFERRAL MATCH: The Employer
                                    shall contribute to each eligible
                                    Participant's account an amount equal to
                                    ________% of the Participant's 403(b)
                                    Deferrals up to a maximum of ________% or
                                    $__________ of Compensation.

                           o.       UNIFORM DOLLAR MATCH: The Employer shall
                                    contribute to each eligible Participant's
                                    account $________ if the Participant
                                    contributes at least ______% or $___________
                                    of Compensation. The Employer's contribution
                                    will be made up to a maximum of ______% of
                                    Compensation.

                           p.       DISCRETIONARY MATCH: The Employer's Matching
                                    Contribution shall be determined by the
                                    Employer with respect to each Plan Year. The
                                    Matching Contribution shall be contributed
                                    to each eligible Participant in accordance
                                    with the nondiscriminatory formula
                                    determined by the Employer.

                  2.       MATCHING CONTRIBUTION COMPUTATION PERIOD: The
                           Compensation or any dollar limitation imposed in
                           calculating the match will be based on the period
                           selected below. Matching Contributions will be
                           calculated on the following basis:

                           a.       Weekly               e.       Quarterly

                           b.       Bi-weekly            f.       Semi-annually

                           c.       Semi-monthly         g.       Annually

                           d.       Monthly              h.       Payroll Based

                           The calculation of Matching Contributions based on
                           the Computation Period selected above has no
                           applicability as to when the Employer remits Matching
                           Contributions to the Trust.

                  3.       LIMITATIONS ON MATCHING FORMULAS:

                           a.       ANNUALIZATION OF MATCHING CONTRIBUTIONS. The
                                    Employer elects to annualize Matching
                                    Contributions made to the Plan.

                                    IF THIS ELECTION IS NOT MADE, MATCHING
                                    CONTRIBUTIONS WILL NOT BE ANNUALIZED.



                                       17
<PAGE>


                           b.       CONTRIBUTIONS TO PARTICIPANTS WHO ARE NOT
                                    HIGHLY COMPENSATED EMPLOYEES: Contribution
                                    of the Employer's Matching Contribution will
                                    be made only to eligible Participants who
                                    are Non-Highly Compensated Employees.

                           c.       DEFERRALS WITHDRAWN PRIOR TO THE END OF THE
                                    MATCHING COMPUTATION PERIOD: Matching
                                    Contributions (whether or not Qualified)
                                    will not be made on Employee contributions
                                    withdrawn prior to the end of the [ ]
                                    Matching Computation Period, or [ ] Plan
                                    Year.

                                    If elected [ ], this requirement shall apply
                                    in the event of a withdrawal occurring as
                                    the result of a termination of employment
                                    for reasons of retirement, Disability or
                                    death.

                  4.       QUALIFIED MATCHING CONTRIBUTIONS (QMAC):

                  [ ]      a.       For purposes of the ADP or ACP Test, all
                                    Matching Contributions made to the Plan will
                                    be deemed "Qualified" for purposes of
                                    calculating the Actual Deferral Percentage
                                    and/or Actual Contribution Percentage. All
                                    Matching Contributions must be fully vested
                                    when made and are not available for
                                    in-service withdrawal.

                  [ ]      b.       For purposes of the ADP or ACP Test, only
                                    Matching Contributions made to the Plan that
                                    are needed to meet the Actual Deferral
                                    Percentage or Actual Contribution Percentage
                                    Test will be deemed "Qualified" for purposes
                                    of calculating the Actual Deferral
                                    Percentage and/or Actual Contribution
                                    Percentage. All such Matching Contributions
                                    used must be fully vested when made and are
                                    not available for in-service withdrawal.

                  5.       QUALIFIED NON-ELECTIVE CONTRIBUTIONS (QNEC):

                  [ ]      a.       For purposes of the ADP or ACP Test, all
                                    Non-Elective Contributions made to the Plan
                                    will be deemed "Qualified" for purposes of
                                    calculating the Actual Deferral Percentage
                                    and/or Actual Contribution Percentage. All
                                    Non-Elective Contributions must be fully
                                    vested when made and are not available for
                                    in-service withdrawal.

                  [X]      b.       For purposes of the ADP or ACP Test, only
                                    the Non-Elective Contributions made to the
                                    Plan that are needed to meet the Actual
                                    Deferral Percentage or Actual Contribution
                                    Percentage Test will be deemed "Qualified"
                                    for purposes of calculating the Actual
                                    Deferral Percentage and/or Actual
                                    Contribution Percentage. All such
                                    Non-Elective Contributions used must be
                                    fully vested when made and are not available
                                    for in-service withdrawal.

         B.       QUALIFIED MATCHING (QMAC) AND QUALIFIED NON-ELECTIVE (QNEC)
                  EMPLOYER CONTRIBUTION FORMULAS:

         [ ]      1.       QMAC CONTRIBUTION FORMULA: The Employer may
                           contribute to each eligible Participant's Qualified
                           Matching account an amount equal to (select one or
                           more of the following):

                  [ ]      a.       $________ or _______% of the Participant's
                                    Elective Deferrals.

                  [ ]      b.       $________ or _______% of the Participant's
                                    Voluntary After-tax Contributions.

                  [ ]      c.       $________ or _______% of the Participant's
                                    Required After-tax Contributions.

         [ ]      2.       DISCRETIONARY QMAC CONTRIBUTION FORMULA: The Employer
                           shall have the right to make a discretionary QMAC
                           contribution. The Employer's Matching Contribution
                           shall be determined by the Employer with respect to
                           each Plan Year's eligible Participants. This part of
                           the Employer's contribution shall be fully vested
                           when made.

         [ ]      3.       DISCRETIONARY PERCENTAGE QNEC CONTRIBUTION FORMULA:
                           The Employer shall have the right to make a
                           discretionary QNEC contribution which shall be
                           allocated to each eligible Participant's account in
                           proportion to his or her Compensation as a percentage
                           of



                                       18
<PAGE>


                           the Compensation of all eligible Participants. This
                           part of the Employer's contribution shall be fully
                           vested when made. This contribution will be made to:

                  [ ]      a.       All eligible Participants.

                  [ ]      b.       Only eligible Participants who are
                                    Non-Highly Compensated Employees.

         [ ]      4.       DISCRETIONARY UNIFORM DOLLAR QNEC CONTRIBUTION
                           FORMULA: The Employer shall have the right to make a
                           discretionary QNEC contribution which shall be
                           allocated to each eligible Participant's account in a
                           uniform dollar amount to be determined by the
                           Employer and allocated in a nondiscriminatory manner.
                           This part of the Employer's contribution shall be
                           fully vested when made and not available for
                           in-service withdrawal. This contribution will be made
                           to:

                  [ ]      a.       All eligible Participants.

                  [ ]      b.       Only eligible Participants who are
                                    Non-Highly Compensated Employees.

         [X]      5.       CORRECTIVE QNEC CONTRIBUTION FORMULA: The Employer
                           shall have the right to make a QNEC contribution in
                           the amount necessary to pass the ADP/ACP Test or the
                           maximum permitted under Code Section 415. This
                           contribution will be allocated to some or all
                           Non-Highly Compensated Participants designated by the
                           Plan Administrator. The allocation will be the lesser
                           of the amount required to pass the ADP/ACP Test, or
                           the maximum permitted under Code Section 415 and is
                           not available for in-service withdrawal. This part of
                           the Employer's contribution shall be fully vested
                           when made.

[X]      C.       DISCRETIONARY EMPLOYER CONTRIBUTION - NON-INTEGRATED FORMULA:
                  The Employer shall have the right to make a discretionary
                  contribution. The Employer's contribution for the Plan Year
                  shall be made to the accounts of eligible Participants as
                  follows:

         [ ]      1.       Such contribution shall be allocated as a percentage
                           of the Employer's Net Profits.

         [X]      2.       Such contribution shall be allocated as a percentage
                           of Compensation of eligible Participants for the Plan
                           Year.

         [ ]      3.       Such contribution shall be allocated in an amount
                           fixed by an appropriate action of the Employer as of
                           the time prescribed by law.

         [ ]      4.       Such contribution shall be allocated equally in a
                           uniform dollar amount to each eligible Participant.

         [ ]      5.       Such contribution shall be allocated in the same
                           dollar amount to each eligible Participant per Hour
                           of Service the Participant is entitled to
                           Compensation.

[ ]      D.       DISCRETIONARY EMPLOYER CONTRIBUTION - EXCESS INTEGRATED
                  ALLOCATION FORMULA: The Employer shall have the right to make
                  a discretionary contribution. The Employer's contribution for
                  the Plan Year shall be allocated to the accounts of eligible
                  Participants as follows:

                  ONLY ONE PLAN MAINTAINED BY THE EMPLOYER MAY BE INTEGRATED
                  WITH SOCIAL SECURITY. ANY PLAN UTILIZING A SAFE HARBOR FORMULA
                  PROVIDED IN SECTION VII OF THIS ADOPTION AGREEMENT MAY NOT
                  APPLY THE SAFE HARBOR CONTRIBUTION TO THE INTEGRATED
                  ALLOCATION FORMULA. IF THE PLAN IS NOT TOP-HEAVY OR IF THE
                  TOP-HEAVY MINIMUM CONTRIBUTION OR BENEFIT IS PROVIDED UNDER
                  ANOTHER PLAN COVERING THE SAME EMPLOYEES, PARAGRAPHS (1) AND
                  (2) BELOW MAY BE DISREGARDED AND 5.7%, 5.4% OR 4.3% MAY BE
                  SUBSTITUTED FOR 2.7%, 2.4% OR 1.3% WHERE IT APPEARS IN
                  PARAGRAPH (3) BELOW.

                  1.       Step One: To the extent contributions are sufficient,
                           all Participants will receive an allocation equal to
                           3% of their Compensation.

                  2.       Step Two: Any remaining Employer contributions will
                           be allocated up to a maximum of 3% of excess
                           Compensation of all Participants to Participants who
                           have Compensation in excess of the Integration Level
                           (excess Compensation). Each such Participant will
                           receive an allocation in the ratio that his or her
                           excess Compensation bears to the excess



                                       19
<PAGE>


                           Compensation of all Participants. If Employer
                           contributions are insufficient to fund to this level,
                           the Employer must determine the uniform allocation
                           percentage to allocate to those Participants who have
                           Compensation in excess of the Integration Level. To
                           determine this uniform allocation percentage, the
                           Employer must take the remaining contribution and
                           divide that amount by the total excess Compensation
                           of Participants.

                  3.       Step Three: Any remaining Employer contributions will
                           be allocated to all Participants in the ratio that
                           their Compensation plus excess Compensation bears to
                           the total Compensation plus excess Compensation of
                           all Participants. Participants may only receive an
                           allocation of up to 2.7% of their Compensation plus
                           excess Compensation, under this allocation step. If
                           the Integration Level defined at Section III(E) is
                           less than or equal to the greater of $10,000 or 20%
                           of the maximum, the 2.7% need not be reduced. If the
                           amount specified is greater than the greater of
                           $10,000 or 20% of the maximum Taxable Wage Base, but
                           not more than 80%, 2.7% must be reduced to 1.3%. If
                           the amount specified is greater than 80% but less
                           than 100% of the maximum Taxable Wage Base, the 2.7%
                           must be reduced to 2.4%. If Employer contributions
                           are insufficient to fund to this level, the Employer
                           must determine the uniform allocation percentage to
                           allocate to those Participants who have Compensation
                           up to the Integration Level and excess Compensation.
                           To determine this uniform allocation percentage, the
                           Employer must take the remaining contribution and
                           divide that amount by the total Compensation
                           including excess Compensation of Participants.

                  4.       Step Four: Any remaining Employer contributions will
                           be allocated to all Participants in the ratio that
                           each Participant's Compensation bears to all
                           Participants' Compensation.

[ ]      E.       DISCRETIONARY EMPLOYER CONTRIBUTION - BASE INTEGRATED
                  ALLOCATION FORMULA: The Employer shall have the right to make
                  a discretionary contribution. To the extent that such
                  contributions are sufficient, they shall be allocated as
                  follows:

                  ________% of each eligible Participant's Compensation, plus

                  ________% of Compensation in excess of the Integration Level
                  defined at Section III(E) hereof.

                  The percentage of excess Compensation may not exceed the
                  lesser of (i) the amount first specified in this paragraph or
                  (ii) the greater of 5.7% or the percentage rate of tax under
                  Code Section 3111(a) as in effect on the first day of the Plan
                  Year attributable to the Old Age (OA) portion of the OASDI
                  provisions of the Social Security Act. If the Employer
                  specifies an Integration Level in Section III(E) which is
                  lower than the Taxable Wage Base for Social Security purposes
                  (SSTWB) in effect as of the first day of the Plan Year, the
                  percentage contributed with respect to excess Compensation
                  must be adjusted. If the Plan's Integration Level is greater
                  than the larger of $10,000 or 20% of the SSTWB but not more
                  than 80% of the SSTWB, the excess percentage is 4.3%. If the
                  Plan's Integration Level is greater than 80% of the SSTWB but
                  less than 100% of the SSTWB, the excess percentage is 5.4%.

                  ONLY ONE PLAN MAINTAINED BY THE EMPLOYER MAY BE INTEGRATED
                  WITH SOCIAL SECURITY. ANY PLAN UTILIZING A SAFE HARBOR FORMULA
                  AS PROVIDED IN SECTION VII OF THIS ADOPTION AGREEMENT MAY NOT
                  APPLY THE SAFE HARBOR CONTRIBUTIONS TO THE INTEGRATED
                  ALLOCATION FORMULA.

[ ]      F.       UNIFORM POINTS ALLOCATION FORMULA: The allocation for each
                  eligible Participant will be determined by a uniform points
                  method. Each eligible Participant's allocation shall bear the
                  same relationship to the Employer contribution as the
                  Participant's total points bears to all points awarded. Each
                  eligible Participant will receive _____ points for each of the
                  following:

         [ ]      1.       _____ year(s) of age.

         [ ]      2.       _____ Year(s) of Service determined:

                  [ ]      a.       In the same manner as determined for
                                    eligibility.

                  [ ]      b.       In the same manner as determined for
                                    vesting.

                  [ ]      c.       Points will not be awarded with respect to
                                    Year(s) of Service in excess of _____.



                                       20
<PAGE>


         [ ]      3.       $_________ (not to exceed $200) of Compensation.

[ ]      G.       ADDITIONAL ADOPTING EMPLOYERS:

         [ ]      1.       All participating Employers' contributions under
                           Section VIII entitled "Employer Contributions" above
                           and forfeitures, if applicable, attributable to each
                           specific contribution source shall be pooled together
                           and allocated uniformly among all eligible
                           Participants.

         [ ]      2.       Each participating Employer's contribution under
                           Section VIII above and forfeitures attributable to
                           each specific contribution source made by such
                           Employer shall be allocated only to eligible
                           Participants of the participating Employer.

                  WHERE CONTRIBUTIONS AND FORFEITURES ARE TO BE ALLOCATED TO
                  ELIGIBLE PARTICIPANTS BY PARTICIPATING EMPLOYERS, EACH SUCH
                  EMPLOYER MUST MAINTAIN DATA DEMONSTRATING THAT THE ALLOCATIONS
                  BY GROUP SATISFY THE NONDISCRIMINATION RULES UNDER CODE
                  SECTION 401(a)(4).

[X]      H.       MINIMUM EMPLOYER CONTRIBUTION FORMULA UNDER TOP-HEAVY PLANS:

                  For any Plan Year during which the Plan is Top-Heavy, the sum
                  of the contributions (excluding Elective Deferrals and/or
                  Matching Contributions) allocated to non-Key Employees shall
                  not be less than the amount required under the Basic Plan
                  Document #01. The eligibility of a Participant to receive
                  Top-Heavy Contributions mirrors the eligibility for any
                  contribution with the earliest Entry Date. Top-Heavy minimums
                  will be allocated to:

         [ ]      1.       all eligible Participants.

         [X]      2.       only eligible non-Key Employees who are Participants.


IX.      ALLOCATIONS TO PARTICIPANTS

         A.       THIS IS A SAFE HARBOR PLAN:

         [ ]      Employer Non-Elective and/or Matching Contributions will be
                  made to all Employees who have satisfied the Safe Harbor
                  eligibility requirements.

         B.       ALLOCATION ACCRUAL REQUIREMENTS:

                  A Year of Service for eligibility to receive an allocation of
                  Employer contributions will be determined on the basis of the:

         [ ]      1.       Elapsed Time method.

         [X]      2.       Hours of Service method. A Year of Service will be
                           credited upon completion of the requirements below. A
                           Year of Service for allocation accrual purposes
                           cannot be less than 1 Hour of Service nor greater
                           than 1,000 hours by operation of law. If left blank,
                           the Plan will use 1,000 hours. ENTER WHOLE DIGIT
                           NUMBERS ONLY.

                           a.       Active Participants:

<TABLE>
<CAPTION>
                           CONTRIBUTION TYPE                       HOURS OF SERVICE REQUIREMENT
                           ------------------------------------    ---------------------------------------
<S>                                                                <C>
                           All contributions                       1
                           Non-Safe Harbor Match Formula 1
                           Employer Discretionary
                           QNECs
                           QMACs
                           Non-Safe Harbor Match Formula 2
</TABLE>



                                       21
<PAGE>


                           b.       Terminated Participants:

<TABLE>
<CAPTION>
                           CONTRIBUTION TYPE                       HOURS OF SERVICE REQUIREMENT
                           ------------------------------------    ---------------------------------------
<S>                                                                <C>
                           All contributions
                           Non-Safe Harbor Match Formula 1
                           Employer Discretionary
                           QNECs
                           QMACs
                           Non-Safe Harbor Match Formula 2
</TABLE>

         C.       ALLOCATION OF CONTRIBUTIONS TO PARTICIPANTS:

                  Employer contributions for a Plan Year will be allocated to
                  all Participants who have met the allocation accrual
                  requirements at Section IX(B) above and who have met the
                  following allocation accrual requirements (check all
                  applicable boxes):

<TABLE>
<CAPTION>
                                                            Match      Match
                                                            Formula 1  Formula 2    QNEC       QMAC       Discretionary
                                                            ---------  ---------    ----       ----       -------------
<S>               <C>                                       <C>        <C>          <C>        <C>        <C>
                  1.  For Plans using the Elapsed Time
                      method, contributions will be
                      allocated to terminated Participants
                      who have completed __________
                      (not more than 12) months of Service    [ ]        [ ]          [ ]        [ ]           [ ]

                  2.  Employed on the last day
                      of the Plan Year                        [X]        [ ]          [ ]        [ ]           [X]

                  3.  The Hours of Service or Period of
                      Service requirement in the Plan
                      Year of termination is waived due to:

                      a.   Retirement                         [X]        [ ]          [X]        [ ]           [X]

                      b.   Disability                         [X]        [ ]          [X]        [ ]           [X]

                      c.   Death                              [X]        [ ]          [X]        [ ]           [X]

                      d.   Other                              [ ]        [ ]          [ ]        [ ]           [ ]

                                                              *
                           -----------------------------------

                      e.   No last day of the Plan Year
                           requirement in Plan Year of
                           any of the above events            [X]        [ ]          [X]        [ ]           [X]

                  *   The event designated by the Employer may be applied to all Participants in a nondiscriminatory manner.
</TABLE>

[ ]      D.       CONTRIBUTIONS TO DISABLED PARTICIPANTS:

                  The Employer will make contributions on behalf of a
                  Participant who is permanently and totally disabled. These
                  contributions will be based on the Compensation each such
                  Participant would have received for the Limitation Year if the
                  Participant had been paid at the rate of Compensation paid
                  immediately before becoming permanently and totally disabled.
                  Such imputed Compensation for the disabled Participant may be
                  taken into account only if the Participant is not a Highly
                  Compensated Employee. These contributions will be 100% vested
                  when made.

X.       DISPOSITION OF FORFEITURES

[ ]      A.       NOT APPLICABLE.  All contributions are fully vested.



                                       22
<PAGE>
                  If (A) is selected, do not complete (B) or (C) below.

         B.       FORFEITURE ALLOCATION ALTERNATIVES:

                  Select the method in which forfeitures associated with the
                  contribution type will be allocated (number each item in order
                  of use).

<TABLE>
<CAPTION>
                                                                              Employer Contribution Type
                                                                              --------------------------
                                                                       All Non-Safe Harbor       All Other
                  Disposition Method                                   Matching Contributions    Contributions
                  ------------------                                   ----------------------    -------------
<S>               <C>                                                  <C>                       <C>

                  1.  Restoration of Participant's forfeitures.
                                                                           ---------------       ------------------

                  2.  Used to reduce the Employer's
                      contribution under the Plan.                                               1
                                                                           ---------------       ------------------

                  3.  Used to reduce the Employer's
                      Matching Contribution.                               1
                                                                           ---------------       ------------------

                  4.  Used to offset Plan expenses.                        2                     2
                                                                           ---------------       ------------------

                  5.  Added to the Employer's contribution
                      (other than Matching) under the Plan.
                                                                           ---------------       ------------------

                  6.  Added to the Employer's Matching
                      Contribution under the Plan.
                                                                           ---------------       ------------------

                  7.  Allocate to all Participants
                      eligible to share in the allocations
                      in the same proportion that each
                      Participant's Compensation for the
                      year bears to the Compensation of all
                      other Participant's for such year.
                                                                           ---------------       ------------------

                  8.  Allocate to all NHCEs eligible to share
                      in the allocations in proportion to each such
                      Participant's Compensation for the year.
                                                                           ---------------       ------------------

                  9.  Allocate to all NHCEs eligible to share in the
                      allocations in proportion to each such
                      Participant's Elective Deferrals for the year.
                                                                           ---------------       ------------------

                  10. Allocate to all Participants eligible to share in
                      the allocations in the same proportion that
                      each Participant's Elective Deferrals for the year
                      bears to the Elective Deferrals of all Participants
                      for such year.
                                                                           ---------------       ------------------
</TABLE>

                  Participants eligible to share in the allocation of other
                  Employer Contributions under Section VIII shall be eligible to
                  share in the allocation of forfeitures except where
                  allocations are only to Non-Highly Compensated Employees.

         C.       TIMING OF ALLOCATION OF FORFEITURES:

                  If no distribution or deemed distribution has been made to a
                  former Participant, nonvested portions shall be forfeited at
                  the end of the Plan Year during which the former Participant
                  incurs his or her fifth consecutive one-year Break in Service.

                  If a former Participant has received the full amount of his or
                  her vested interest, the nonvested portion of his or her
                  account shall be forfeited and shall be disposed of:

         [ ]      1.       during the Plan Year following the Plan Year in which
                           the forfeiture arose.



                                       23
<PAGE>


         [X]      2.       as of any Valuation or Allocation Date during the
                           Plan Year (or as soon as administratively feasible
                           following the close of the Plan Year) in which the
                           former Participant receives payment of his or her
                           vested benefit.

         [ ]      3.       at the end of the Plan Year during which the former
                           Participant incurs his or her ___________ (1st, 2nd,
                           3rd, 4th or 5th) consecutive one-year Break in
                           Service.

         [ ]      4.       as of the end of the Plan Year during which the
                           former Participant received full payment of his or
                           her vested benefit.

         [ ]      5.       as of the earlier of the first day of the Plan Year,
                           or the first day of the seventh month of the Plan
                           Year following the date on which the former
                           Participant has received full payment of his or her
                           vested benefit.

         [ ]      6.       as of the next Valuation or Allocation Date following
                           the date on which the former Participant receives
                           full payment of his or her vested benefit.

XI.      MULTIPLE PLANS MAINTAINED BY THE EMPLOYER, LIMITATIONS ON ALLOCATIONS,
         AND TOP-HEAVY CONTRIBUTIONS

         A.       PLANS MAINTAINED BY THE EMPLOYER:

         [X]      1.       This is the only Plan the Employer maintains. In the
                           event that the allocation formula results in an
                           Excess Amount, such excess, after distribution of
                           Employee contributions pursuant to paragraph 10.2 of
                           the Basic Plan Document #01, shall be:

                  [ ]      a.       Placed in a suspense account for the benefit
                                    of the Participant without the crediting of
                                    gains or losses for the benefit of the
                                    Participant.

                  [X]      b.       Reallocated as additional Employer
                                    contributions to all other Participants to
                                    the extent that they do not have any Excess
                                    Amount.

                  IF NO METHOD IS SPECIFIED, THE SUSPENSE ACCOUNT METHOD WILL BE
                  USED.

         [ ]      2.       The Employer does maintain another Plan [including a
                           Welfare Benefit Fund or an individual medical account
                           as defined in Code Section 415(l)(2)], under which
                           amounts are treated as Annual Additions and has
                           completed the proper sections below.

                           a.       If the Participant is covered under another
                                    qualified Defined Contribution Plan
                                    maintained by the Employer, other than a
                                    Master or Prototype Plan:

                           [ ]      i.       The provisions of Article X of the
                                             Basic Plan Document #01 will apply
                                             as if the other plan were a Master
                                             or Prototype Plan.

                           [ ]      ii.      The Employer has specified below
                                             the method under which the plans
                                             will limit total Annual Additions
                                             to the Maximum Permissible Amount,
                                             and will properly reduce any Excess
                                             Amounts in a manner that precludes
                                             Employer discretion.

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

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

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

                                    EMPLOYERS WHO MAINTAINED A QUALIFIED DEFINED
                                    BENEFIT PLAN, PRIOR TO JANUARY 1, 2000,
                                    SHOULD COMPLETE SCHEDULE C TO DOCUMENT THE
                                    PREAMENDMENT OPERATION OF THE PLAN.



                                       24
<PAGE>
                           b.       Allocation of Excess Annual Additions: In
                                    the event that the allocation formula
                                    results in an Excess Amount, such excess,
                                    after distribution of Employee
                                    contributions, shall be:

                           [ ]      i.       Placed in a suspense account for
                                             the benefit of the Participant
                                             without the crediting of gains or
                                             losses for the benefit of the
                                             Participant.

                           [ ]      ii.      Reallocated as additional Employer
                                             contributions to all other
                                             Participants to the extent that
                                             they do not have any Excess Amount.

                           IF NO METHOD IS SPECIFIED, THE SUSPENSE ACCOUNT
                           METHOD WILL BE USED.

         B.       TOP-HEAVY PROVISIONS:

                  In the event the Plan is or becomes Top-Heavy, the minimum
                  contribution or benefit required under Code Section 416
                  relating to Top-Heavy Plans shall be satisfied in the elected
                  manner:

         [X]      1.       This is the only Plan the Employer maintains or ever
                           maintained. The minimum contribution will be
                           satisfied by this Plan.

         [ ]      2.       The Employer does maintain another Defined
                           Contribution Plan. The minimum contribution will be
                           satisfied by:

                  [ ]      a.       this Plan.

                  [ ]      b.
                                    --------------------------------------------
                                    (Name of other Qualified Plan)

         [ ]      3.       The Employer maintains a Defined Benefit Plan. A
                           method is stated below under which the minimum
                           contribution and benefit provisions of Code Section
                           416 will be satisfied.

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

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


XII.     ANTIDISCRIMINATION TESTING

         FOR PLANS WHICH ARE BEING AMENDED AND RESTATED FOR GUST, PLEASE
         COMPLETE SCHEDULE C OUTLINING THE PREAMENDMENT OPERATION OF THE PLAN,
         AS WELL AS THIS SECTION OF THE ADOPTION AGREEMENT. THE TESTING
         ELECTIONS MADE BELOW WILL APPLY TO THE FUTURE OPERATION OF THE PLAN.

[ ]      A.       The Plan is not subject to ADP or ACP testing. The Plan does
                  not offer Voluntary After-tax or Required After-tax
                  Contributions and it either meets the Safe Harbor provisions
                  of Section VII of this Adoption Agreement, or it does not
                  benefit any Highly Compensated Employees.

[X]      B.       TESTING ELECTIONS:

         [ ]      1.       This Plan is using the Prior Year testing method for
                           purposes of the ADP and ACP Tests.

         [X]      2.       This Plan is using the Current Year testing method
                           for purposes of the ADP and ACP Tests.

                  IF NO ELECTION IS MADE, THE PLAN WILL USE THE CURRENT YEAR
                  TESTING METHOD.

                  This election cannot be rescinded for a Plan Year unless (1)
                  the Plan has been using the Current Year testing method for
                  the preceding 5 Plan Years or, if lesser, the number of Plan
                  Years the Plan has been in existence; or (2) the Plan
                  otherwise meets one of the conditions specified in IRS Notice
                  98-1 (or other superseding guidance) for changing from the
                  Current Year testing method.

                  A PROTOTYPE PLAN MUST USE THE SAME TESTING METHOD FOR BOTH THE
                  ADP AND ACP TESTS FOR PLAN YEARS BEGINNING ON OR AFTER THE
                  DATE THE EMPLOYER ADOPTS ITS GUST-RESTATED PLAN DOCUMENT.



                                       25
<PAGE>
[ ]      C.       TESTING ELECTIONS FOR THE FIRST PLAN YEAR:

                  COMPLETE ONLY WHEN PRIOR YEAR TESTING METHOD ELECTION IS MADE.

         [ ]      1.       If this is not a successor Plan, then for the first
                           Plan Year this Plan permits (a) any Participant to
                           make Employee contributions, (b) provides for
                           Matching Contributions or (c) both, the ACP used in
                           the ACP Test for Participants who are Non-Highly
                           Compensated Employees shall be such first Plan Year's
                           ACP. DO NOT SELECT THIS OPTION IF THE EMPLOYER IS
                           USING THE "DEEMED 3%" RULE.

         [ ]      2.       If this is not a successor Plan, then for the first
                           Plan Year this Plan permits any Participant to make
                           Elective Deferrals, the ADP used in the ADP Test for
                           Participants who are Non-Highly Compensated Employees
                           shall be such first Plan Year's ADP. DO NOT SELECT
                           THIS OPTION IF THE EMPLOYER IS USING THE "DEEMED 3%"
                           RULE.

[ ]      D.       RECHARACTERIZATION:

                  Elective Deferrals may be recharacterized as Voluntary
                  After-tax Contributions to satisfy the ADP Test. The Employer
                  must have elected to permit Voluntary After-tax Contributions
                  in the Plan for this election to be operable.

XIII.    VESTING

         Participants shall always have a fully vested and nonforfeitable
         interest in their Employee contributions (including Elective Deferrals,
         Required After-tax and Voluntary After-tax Contributions), Qualified
         Matching Contributions ("QMACs"), Qualified Non-Elective Contributions
         ("QNECs") or Safe Harbor Matching or Non-Elective Contributions and
         their investment earnings.

         Each Participant shall acquire a vested and nonforfeitable percentage
         in his or her account balance attributable to Employer contributions
         and their earnings under the schedule(s) selected below except in any
         Plan Year during which the Plan is determined to be Top-Heavy. In any
         Plan Year in which the Plan is Top-Heavy, the Two-twenty vesting
         schedule [option (B)(4)] or the three-year cliff schedule [option
         (B)(3)] shall automatically apply unless the Employer has already
         elected a faster vesting schedule. If the Plan is switched to option
         (B)(4) or (B)(3), because of its Top-Heavy status, that vesting
         schedule will remain in effect even if the Plan later becomes
         non-Top-Heavy until the Employer executes an amendment of this Adoption
         Agreement.

         A.       VESTING COMPUTATION PERIOD:

                  A Year of Service for vesting will be determined on the basis
                  of the (choose one):

         [ ]      1.       Not applicable.  All contributions are fully vested.

         [ ]      2.       Elapsed Time method.

         [X]      3.       Hours of Service method. A Year of Service will be
                           credited upon completion of 1000 Hours of Service. A
                           Year of Service for vesting purposes will not be less
                           than 1 Hour of Service nor greater than 1,000 hours
                           by operation of law. If left blank, the Plan will use
                           1,000 hours.

                  The computation period for purposes of determining Years of
                  Service and Breaks in Service for purposes of computing a
                  Participant's nonforfeitable right to his or her account
                  balance derived from Employer contributions:

         [ ]      4.       shall not be applicable since Participants are always
                           fully vested.

         [ ]      5.       shall not be applicable, as the Plan is using Elapsed
                           Time.

         [ ]      6.       shall commence on the date on which an Employee first
                           performs an Hour of Service for the Employer and each
                           subsequent 12-consecutive month period shall commence
                           on the anniversary thereof.



                                       26
<PAGE>


         [X]      7.       shall commence on the first day of the Plan Year
                           during which an Employee first performs an Hour of
                           Service for the Employer and each subsequent
                           12-consecutive month period shall commence on the
                           anniversary thereof.

                  For Plans not using Elapsed Time, a Participant shall receive
                  credit for a Year of Service if he or she completes the number
                  of hours specified above at any time during the 12-consecutive
                  month computation period. A Year of Service may be earned
                  prior to the end of the 12-consecutive month computation
                  period and the Participant need not be employed at the end of
                  the 12-consecutive month computation period to receive credit
                  for a Year of Service.

         B.       VESTING SCHEDULES:

                  Select the appropriate schedule for each contribution type and
                  complete any blank vesting percentages from the list below and
                  insert the option number in the vesting schedule chart below.

<TABLE>
<CAPTION>
                                                     Years of Service
                          ----------------------------------------------------------------------
                            1          2         3          4          5          6          7
                          -----      -----     -----      -----      -----      -----      -----
<S>               <C>     <C>        <C>       <C>        <C>        <C>        <C>        <C>

                  1.       Full and immediate Vesting

                  2.        ___%       100%

                  3.       33.3%      66.7%      100%

                  4.        ___%        20%       40%        60%        80%       100%

                  5.        ___%       ___%       20%        40%        60%        80%       100%

                  6.         10%        20%       30%        40%        60%        80%       100%

                  7.        ___%       ___%      ___%       ___%       100%

                  8.        ___%       ___%      ___%       ___%       ___%       ___%       100%
</TABLE>

                  THE PERCENTAGES SELECTED FOR SCHEDULE (8) MAY NOT BE LESS FOR
                  ANY YEAR THAN THE PERCENTAGES SHOWN AT SCHEDULE (5).

<TABLE>
<CAPTION>
                           Vesting Schedule Chart         Employer Contribution Type
                           ----------------------         --------------------------
<S>                        <C>                            <C>
                                    3                     All Employer Contributions
                           --------------------------
                                                          Safe Harbor Contributions (Matching or Non-Elective)
                           --------------------------
                                    1                     QMACs and QNECs
                           --------------------------
                                                          Non-Safe Harbor Match -- Formula 1
                           --------------------------
                                                          Non-Safe Harbor Match -- Formula 2
                           --------------------------
                                                          Match on Voluntary After-tax Contributions
                           --------------------------
                                                          Match on Required After-tax Contributions
                           --------------------------
                                                          Discretionary Contributions
                           --------------------------
                                    3                     Top-Heavy Minimum Contribution
                           --------------------------
                                                          Other Employer Contribution
                           --------------------------
</TABLE>

         C.       SERVICE DISREGARDED FOR VESTING:

         [X]      1.       Not applicable.  All Service is recognized.

         [ ]      2.       Service prior to the Effective Date of this Plan or a
                           predecessor plan is disregarded when computing a
                           Participant's vested and nonforfeitable interest.

         [ ]      3.       Service prior to a Participant having attained age 18
                           is disregarded when computing a Participant's vested
                           and nonforfeitable interest.



                                       27
<PAGE>
[ ]      D.       FULL VESTING OF EMPLOYER CONTRIBUTIONS FOR CURRENT
                  PARTICIPANTS:

                  Notwithstanding the elections above, all Employer
                  contributions made to a Participant's account shall be 100%
                  fully vested if the Participant is employed on the Effective
                  Date of the Plan (or such other date as entered herein):

                  -----------------------------------------------------------.


XIV.     SERVICE WITH PREDECESSOR ORGANIZATION

                  [ ]      A.       Not applicable. The Plan does not recognize
                                    Service with any predecessor organization.

                  [ ]      B.       The Plan recognizes Service with all
                                    predecessor organizations.

                  [X]      C.       Service with the following organization(s)
                                    will be recognized for the Plan purpose
                                    indicated:

<TABLE>
<CAPTION>
                                                                                        Allocation
                                                                           Eligibility    Accrual     Vesting
                                                                           -----------  ----------    -------
<S>           <C>                                                          <C>          <C>           <C>
              EDIX                                                           [X]          [X]          [X]
              ----
                                                                             [ ]          [ ]          [ ]
              -----------------------------------------------------
</TABLE>
                  Attach additional pages as necessary.

XV.      IN-SERVICE WITHDRAWALS

         A.       IN-SERVICE WITHDRAWALS:

         [X]      1.       In-service withdrawals are not permitted in the Plan.

         [ ]      2.       In-service withdrawals are permitted in the Plan.
                           Participants may withdraw the following contribution
                           types after meeting the following requirements
                           (select one or more of the following options):

<TABLE>
<CAPTION>
                                                                       WITHDRAWAL RESTRICTIONS
                           CONTRIBUTION TYPES           A        B        C        D       E        F        G
                           ------------------          --------------------------------------------------------
<S>                        <C>                         <C>      <C>      <C>      <C>     <C>      <C>      <C>

                           a.  All Contributions       [ ]      n/a      n/a      [ ]     [ ]      n/a      n/a

                           b.  Voluntary After-tax     [ ]      [ ]      [ ]      [ ]     [ ]      [ ]      n/a

                           c.  Required After-tax      [ ]      [ ]      [ ]      [ ]     [ ]      [ ]      n/a

                           d.  Rollover                [ ]      [ ]      [ ]      [ ]     [ ]      [ ]      n/a

                           e.  Transfer                [ ]      [ ]      [ ]      [ ]     [ ]      [ ]      [ ]

                           f.  Elective Deferrals      [ ]      n/a      n/a      [ ]     [ ]      n/a      n/a

                           g.  Qualified Non-Elective  [ ]      n/a      n/a      [ ]     [ ]      n/a      n/a

                           h.  Qualified Matching      [ ]      n/a      n/a      [ ]     [ ]      n/a      n/a

                           i.  Safe Harbor Matching    [ ]      n/a      n/a      [ ]     [ ]      n/a      n/a

                           j.  Safe Harbor Non-
                               Elective                [ ]      n/a      n/a      [ ]     [ ]      n/a      n/a

                           k.  Vested Non-Safe Harbor
                               Matching Formula 1      [ ]      [ ]      [ ]      [ ]     [ ]      [ ]      [ ]
</TABLE>



                                       28
<PAGE>


<TABLE>
<S>                        <C>                         <C>      <C>      <C>      <C>     <C>      <C>      <C>
                           l.  Vested Non-Safe Harbor
                               Matching Formula 2      [ ]      [ ]      [ ]      [ ]     [ ]       [ ]     [ ]

                           m.  Vested Discretionary    [ ]      [ ]      [ ]      [ ]     [ ]       [ ]     [ ]
</TABLE>

                           WITHDRAWAL RESTRICTION KEY

                           A.       Not available for in-service withdrawals.

                           B.       Available for in-service withdrawals.

                           C.       Participants having completed five years of
                                    Plan participation may elect to withdraw all
                                    or any part of their Vested Account Balance.

                           D.       Participants may withdraw all or any part of
                                    their Account Balance after having attained
                                    the Plan's Normal Retirement Age.

                           E.       Participants may withdraw all or any part of
                                    their Vested Account Balance after having
                                    attained age ______ (not less than age 59
                                    1/2).

                           F.       Participants may elect to withdraw all or
                                    any part of their Vested Account Balance
                                    which has been credited to their account for
                                    a period in excess of two years.

                           G.       Available for withdrawal only if the
                                    Participant is 100% vested.

         B.     HARDSHIP WITHDRAWALS:

         [ ]      1.       Hardship withdrawals are not permitted in the Plan.

         [X]      2.       Hardship withdrawals are permitted in the Plan and
                           will be taken from the Participant's account as
                           follows (select one or more of these options):

                  [X]      a.       Participants may withdraw Elective
                                    Deferrals.

                  [ ]      b.       Participants may withdraw Elective Deferrals
                                    and any earnings credited as of December 31,
                                    1988 (or if later, the end of the last Plan
                                    Year ending before July 1, 1989).

                  [X]      c.       Participants may withdraw Rollover
                                    Contributions plus their earnings.

                  [X]      d.       Participants may withdraw Transfer
                                    Contributions plus their earnings.

                  [ ]      e.       Participants may withdraw fully vested
                                    Employer contributions plus their earnings.

                  [ ]      f.       Participants may withdraw vested Non-Safe
                                    Harbor Matching Formula 1 Contributions plus
                                    their earnings.

                  [ ]      g.       Participants may withdraw vested Non-Safe
                                    Harbor Matching Formula 2 Contributions plus
                                    their earnings.

                  [ ]      h.       Participants may withdraw Qualified Matching
                                    Contributions and Qualified Non-Elective
                                    Contributions plus their earnings, and the
                                    earnings on Elective Deferrals which have
                                    been credited to the Participant's account
                                    as of December 31, 1988 (or if later, the
                                    end of the last Plan Year ending before July
                                    1, 1989).

XVI.     LOAN PROVISIONS

[X]      A.       Participant loans are permitted in accordance with the
                  Employer's established loan procedures.



                                       29
<PAGE>


[X]      B.       Loan payments will be suspended under the Plan as permitted
                  under Code Section 414(u) in compliance with the Uniformed
                  Services Employment and Reemployment Rights Act of 1994.

XVII.    INVESTMENT MANAGEMENT

         A.       INVESTMENT MANAGEMENT RESPONSIBILITY:

         [ ]      1.       The Employer shall appoint a discretionary Trustee to
                           manage the assets of the Plan.

         [ ]      2.       The Employer shall retain investment management
                           responsibility and/or authority.

         [X]      3.       The party designated below shall be responsible for
                           the investment of the Participant's account.

                           By selecting a box, the Employer is making a
                           designation as to whom will have authority to issue
                           investment directives with respect to the specified
                           contribution type (check all applicable boxes):

<TABLE>
<CAPTION>
                                                                         Trustee        Employer        Participant
                                                                         -------        --------        -----------
<S>                        <C>      <C>                                  <C>            <C>             <C>
     .                     a.       All Contributions                       n/a              n/a           [X]

                           b.       Employer Contributions                  [ ]              [ ]           [ ]

                           c.       Elective Deferrals                      [ ]              [ ]           [ ]

                           d.       Voluntary After-tax                     [ ]              [ ]           [ ]

                           e.       Required After-tax                      [ ]              [ ]           [ ]

                           f.       Safe Harbor Contributions               [ ]              [ ]           [ ]

                           g.       Non-Safe Harbor Match Formula 1         [ ]              [ ]           [ ]

                           h.       QMACs                                   [ ]              [ ]           [ ]

                           i.       QNECs                                   [ ]              [ ]           [ ]

                           j.       Non-Safe Harbor Match Formula 2         [ ]              [ ]           [ ]

                           k.       Rollover Contributions                  [ ]              [ ]           [ ]

                           l.       Transfer Contributions                  [ ]              [ ]           [ ]
</TABLE>

                  TO THE EXTENT THAT PARTICIPANT SELF-DIRECTION WAS PREVIOUSLY
                  PERMITTED, THE EMPLOYER SHALL HAVE THE RIGHT TO EITHER MAKE
                  THE ASSETS PART OF THE GENERAL FUND, OR LEAVE THEM AS
                  SELF-DIRECTED SUBJECT TO THE PROVISIONS OF THE BASIC PLAN
                  DOCUMENT #01.

         B.       LIMITATIONS ON PARTICIPANT DIRECTED INVESTMENTS:

         [X]      1.       Participants are permitted to invest among only those
                           investment alternatives made available by the
                           Employer under the Plan.

         [ ]      2.       Participants are permitted to invest in any
                           investment alternative permitted under the Basic Plan
                           Document #01.

[ ]      C.       INSURANCE:

                  The Plan permits insurance as an investment alternative.



                                       30
<PAGE>


[X]      D.       ERISA SECTION 404(c):

                  The Employer intends to be covered by the fiduciary liability
                  provisions with respect to Participant directed investments
                  under ERISA Section 404(c).


XVIII.   DISTRIBUTION OPTIONS

         A.       TIMING OF DISTRIBUTIONS [BOTH (1) AND (2) MUST BE COMPLETED]:

                  1.       Distributions payable as a result of termination for
                           reasons other than death, Disability or retirement
                           shall be paid C [select from the list at (A)(3)
                           below].

                  2.       Distributions payable as a result of termination for
                           death, Disability or retirement shall be paid C
                           [select from the list at (A)(3) below].

                  3.       Distribution Options:

                           a.       As soon as administratively feasible on or
                                    after the Valuation Date following the date
                                    on which a distribution is requested or is
                                    otherwise payable.

                           b.       As soon as administratively feasible
                                    following the close of the Plan Year during
                                    which a distribution is requested or is
                                    otherwise payable.

                           c.       As soon as administratively feasible
                                    following the date on which a distribution
                                    is requested or is otherwise payable. (This
                                    option is recommended for daily valuation
                                    plans.)

                           d.       As soon as administratively feasible after
                                    the close of the Plan Year during which the
                                    Participant incurs ___________ (cannot be
                                    more than 5) consecutive one-year Breaks in
                                    Service. [This formula can only be used in
                                    (A)(1).]

                           e.       As soon as administratively feasible after
                                    the close of the Plan Year during which the
                                    Participant incurs ___________ (cannot be
                                    more than 5) consecutive one-year Breaks in
                                    Service. [This formula can only be used in
                                    (A)(2).]

                           f.       Only after the Participant has attained the
                                    Plan's Normal Retirement Age or Early
                                    Retirement Age, if applicable.

         B.       REQUIRED BEGINNING DATE:

                  The Required Beginning Date of a Participant with respect to a
                  Plan is (select one from below):

         [ ]      1.       The April 1 of the calendar year following the
                           calendar year in which the Participant attains age
                           70 1/2.

         [ ]      2.       The April 1 of the calendar year following the
                           calendar year in which the Participant attains age
                           70 1/2 except that distributions to a Participant
                           (other than a 5% owner) with respect to benefits
                           accrued after the later of the adoption of this Plan
                           or Effective Date of the amendment of this Plan must
                           commence no later than the April 1 of the calendar
                           year following the later of the calendar year in
                           which the Participant attains age 70 1/2 or the
                           calendar year in which the Participant retires.

         [X]      3.       The later of the April 1 of the calendar year
                           following the calendar year in which the Participant
                           attains age 70 1/2 or retires except that
                           distributions to a 5% owner must commence by the
                           April 1 of the calendar year following the calendar
                           year in which the Participant attains age 70 1/2.

                           Except that such Participant [ ] may [X] may not
                           elect to begin receiving distributions as of April 1
                           of the calendar year following the calendar year in
                           which the Participant attains age 70 1/2. Any
                           distributions made pursuant to such an election will
                           not be considered required minimum distributions.
                           Such distributions will be considered in-service
                           distributions and as such, will be subject to
                           applicable withholding.



                                       31
<PAGE>


                  PLANS WHICH ARE AN AMENDMENT OR RESTATEMENT OF AN EXISTING
                  PLAN WHICH PROVIDED FOR THE PROVISIONS OF CODE SECTION
                  401(a)(9) CURRENTLY IN EFFECT PRIOR TO THE AMENDMENT OF THE
                  SMALL BUSINESS JOB PROTECTION ACT OF 1996 MUST COMPLETE
                  SCHEDULE C.

         C.       FORMS OF PAYMENT (SELECT ALL THAT APPLY):

         [ ]      1.       Lump sum.

         [ ]      2.       Installment payments.

         [ ]      3.       Partial payments; the minimum amount will be
                           $___________.

         [ ]      4.       Life annuity.

         [ ]      5.       Term certain annuity with payments guaranteed for
                           ___________ years (not to exceed 20).

         [ ]      6        Joint and [ ] 50%, [ ] 66?%, [ ] 75% or [ ] 100%
                           survivor annuity.

         [ ]      7.       The default form of payment will be a direct rollover
                           into an individual retirement account or annuity for
                           any "cash out" distribution made pursuant to Code
                           Sections 411(a)(7), 411(a)(11) and 417(e)(1).

         [X]      8.       Cash.

         [ ]      9.       Employer securities.

         [ ]     10.       Other marketable securities.

                  THE NORMAL FORM OF PAYMENT IS DETERMINED AT SECTION III(J) OF
                  THIS ADOPTION AGREEMENT.

         D.       RECALCULATION OF LIFE EXPECTANCY:

         [ ]      1.       Recalculation is not permitted.

         [X]      2.       Recalculation is permitted. When determining
                           installment payments in satisfying the minimum
                           distribution requirements under the Plan, and life
                           expectancy is being recalculated:

                  [ ]      a.       only the Participant's life expectancy shall
                                    be recalculated.

                  [X]      b.       both the Participant's and Spouse's life
                                    expectancy shall be recalculated.

                  [ ]      c.       the Participant will determine whose life
                                    expectancy is recalculated.



                                       32
<PAGE>


XIX.     SPONSOR INFORMATION AND ACCEPTANCE

         This Plan may not be used and shall not be deemed to be a Prototype
         Plan unless an authorized representative of the Sponsor has
         acknowledged the use of the Plan. Such acknowledgment that the Employer
         is using the Plan does not represent that the Adoption Agreement (as
         completed) and Basic Plan Document have been reviewed by a
         representative of the Sponsor or constitute a qualified retirement
         plan.

         Acknowledged and accepted by the Sponsor this 14 day of February, 2003.

         Name:                                       John K. Kopra

         Title:                                      Chief Manager

         Signature:                                  /s/ JOHN K. KOPRA
                                                     ---------------------------

         Questions concerning the language contained in and qualification of the
         Prototype should be addressed to:

         John K. Kopra

         (Position): Chief Manager (Phone Number): 615-309-2346

         In the event that the Sponsor amends, discontinues or abandons this
         Prototype Plan, notification will be provided to the Employer's address
         provided on the first page of this Adoption Agreement.



                                       33
<PAGE>


XX.      SIGNATURES

         THE SPONSOR RECOMMENDS THAT THE EMPLOYER CONSULT WITH ITS LEGAL COUNSEL
         AND/OR TAX ADVISOR BEFORE EXECUTING THIS ADOPTION AGREEMENT. THE
         EMPLOYER UNDERSTANDS THAT ITS FAILURE TO PROPERLY COMPLETE OR AMEND
         THIS ADOPTION AGREEMENT MAY RESULT IN FAILURE OF THE PLAN TO QUALIFY OR
         DISQUALIFICATION OF THE PLAN. THE EMPLOYER BY EXECUTING THIS ADOPTION
         AGREEMENT ACKNOWLEDGES THAT THIS IS A LEGAL DOCUMENT WITH SIGNIFICANT
         TAX AND LEGAL RAMIFICATIONS.

         A.       EMPLOYER:

                  This Adoption Agreement and the corresponding provisions of
                  Basic Plan Document #01 are adopted by the Employer
                  this 4 day of March, 2003.

<TABLE>
<S>               <C>                                        <C>
                  Name of Employer:                          Total eMed of Tennessee, Inc.

                  Executed on behalf of the Employer by:     Tony James
                                                             -----------------------------------------------------

                  Title:                                     CFO
                                                             -----------------------------------------------------

                  Signature:                                 /s/ TONY JAMES
                                                             -----------------------------------------------------
</TABLE>

                  PARTICIPATING EMPLOYER:

                  Name and address of any Participating Employer.

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

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

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

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

                  This Adoption Agreement and the corresponding provisions of
                  Basic Plan Document #01 are adopted by the Participating
                  Employer this__________ day of _____________________,
                  ___________.

                  Executed on behalf of the
                  Participating Employer by:
                                                --------------------------------

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

                  Signature:
                                                --------------------------------

                  Attach additional signature pages as necessary.

                  EMPLOYER'S RELIANCE: The adopting Employer may rely on an
                  Opinion Letter issued by the Internal Revenue Service as
                  evidence that the Plan is qualified under Section 401 of the
                  Internal Revenue Code only to the extent provided in
                  Announcement 2001-77, 2001-30 I.R.B. The Employer may not rely
                  on the Opinion Letter in certain other circumstances or with
                  respect to certain qualification requirements, which are
                  specified in the Opinion Letter issued with respect to the
                  Plan and in Announcement 2001-77. In order to obtain reliance
                  in such circumstances or with respect to such qualification
                  requirements, application for a determination letter must be
                  made to Employee Plans Determinations of the Internal Revenue
                  Service.

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



                                       34
<PAGE>


         B.       TRUSTEE:

                  Trust Agreement:

                  [ ]      Not applicable. Plan assets will be invested in Group
                           Annuity Contracts. There is no Trustee and the terms
                           of the contract(s) will apply.

                  [ ]      The Trust provisions used will be as contained in the
                           Basic Plan Document #01.

                  [X]      The Trust provisions used will be as contained in the
                           accompanying executed Trust Agreement between the
                           Employer and the Trustee attached hereto.

                  Complete the remainder of this section only if the Trust
                  provisions used are as contained in the Basic Plan Document
                  #01.

                  Name and address of Trustee:

                  Columbus Circle Trust Company
                  One Station Place, 7th Floor
                  Stamford, CT 06902

                  The assets of the Plan shall be invested in accordance with
                  Article XIII of the Basic Plan Document #01. The Employer's
                  Plan and Trust as contained herein is accepted by the Trustee
                  this ____________ day of ____________________, ___________.

<TABLE>
<S>               <C>                                     <C>
                  Accepted on behalf of the Trustee by:
                                                          ---------------------------------------------------------

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

                  Signature:
                                                          ---------------------------------------------------------


                  Accepted on behalf of the Trustee by:
                                                          ---------------------------------------------------------

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

                  Signature:
                                                          ---------------------------------------------------------


                  Accepted on behalf of the Trustee by:
                                                          ---------------------------------------------------------

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

                  Signature:
                                                          ---------------------------------------------------------
</TABLE>



                                       35
<PAGE>


         C.       CUSTODIAN:

                  Custodial Agreement:

                  [ ]      Not applicable.  There is no Custodian.

                  [ ]      Not applicable. Plan assets will be invested in
                           Group Annuity Contracts. There is no Custodian and
                           the terms of the contract(s) will apply.

                  [ ]      The Custodial provisions used will be as contained in
                           Basic Plan Document #01.

                  [X]      The Custodial provisions used will be as contained in
                           the accompanying executed Custodial Agreement between
                           the Employer and the Custodian attached hereto.

                  Complete the remainder of this section only if the Custodial
                  provisions used are as contained in the Basic Plan Document
                  #01.

                  Name and address of Custodian:

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

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

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

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

                  The assets of the Plan shall be invested in accordance with
                  Article XIII of the Basic Plan Document #01. The Employer's
                  Plan and Custodial Account as contained herein are accepted by
                  the Custodian this __________ day of ________________,
                  __________.

<TABLE>
<S>               <C>                                     <C>
                  Accepted on behalf of the Custodian by:
                                                          ---------------------------------------------------------

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

                  Signature:
                                                          ---------------------------------------------------------
</TABLE>



                                       36
<PAGE>


                                   SCHEDULE A

                               PROTECTED BENEFITS


This Schedule includes any prior Plan protected benefits which are not available
in Basic Plan Document #01. Complete as applicable.

1.       PLAN PROVISION:

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

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

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

         EFFECTIVE DATE:
                           -----------------------------------------------------

2.       PLAN PROVISION:

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

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

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

         EFFECTIVE DATE:
                           -----------------------------------------------------

3.       PLAN PROVISION:

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

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

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

         EFFECTIVE DATE:
                           -----------------------------------------------------

4.       PLAN PROVISION:

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

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

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

         EFFECTIVE DATE:
                           -----------------------------------------------------

5.       PLAN PROVISION:

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

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

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

         EFFECTIVE DATE:
                           -----------------------------------------------------



                                       37
<PAGE>


                                   SCHEDULE B

                              PRIOR PLAN PROVISIONS


This Schedule should be used if a prior plan contains provisions not found in
Basic Plan Document #01, or where the Employer wishes to document transactions
or historical provisions of the Employer's Plan.

1.       PLAN PROVISION:

         Employer Discretionary Matching Contribution is limited to 4% of the
         Participant's Eligible Compensation.

         EFFECTIVE DATE:   01/01/2002

2.       PLAN PROVISION:

         Automatic Enrollment applied to all Current Employees as of January 1,
         2002 and New Employees thereafter.

         EFFECTIVE DATE:   01/01/2002

3.       PLAN PROVISION:

         Former Employees of EDiX will be eligible to enter the Plan as of their
         first full payroll in July, 2003, irrespective of Date of Hire.

         EFFECTIVE DATE:   07/01/2002

4.       PLAN PROVISION:

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

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

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

         EFFECTIVE DATE:
                           -----------------------------------------------------

5.       PLAN PROVISION:

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

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

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

         EFFECTIVE DATE:
                           -----------------------------------------------------



                                       38

<PAGE>
                                   SCHEDULE C

                       PREAMENDMENT OPERATION OF THE PLAN


The following are the adopting Employer's elective Plan provisions which conform
the terms of this Prototype Plan to the preamendment operation of the Plan
during the transition period between the earliest effective date under GUST (as
defined below) and the effective date of adoption of this Prototype Plan and
Trust which takes into account all of the changes in the qualification
requirements made by the following: The Uruguay Round Agreements, Pub. L.
103-465 (GATT); The Uniformed Services Employment and Reemployment Rights Act of
1994, Pub. L. 103-353 (USERRA); The Small Business Job Protection Act of 1996,
Pub. L. 104-188 (SBJPA) [including Section 414(u) of the Internal Revenue Code];
The Taxpayer Relief Act of 1997, Pub. L. 105-34 (TRA'97); and The Internal
Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206 (IRSRRA);
and The Community Renewal Tax Relief Act of 2000, Pub. L. 106-554 (CRA),
hereinafter referred to collectively as GUST.

Complete as applicable and appropriate.

I.          PLAN PROVISION:         HIGHLY COMPENSATED EMPLOYEES

            For Plan Years beginning after 1996, the Employer may elect a
            "Top-Paid Group" election and the Calendar Year Data election to
            determine the definition of Highly Compensated Employee:

            [ ]         A.          Top-Paid Group Election: A Participant (who
                                    is not a 5% owner at any time during the
                                    determination year or the look-back year)
                                    who earned more than $80,000 as indexed for
                                    the look-back year is a Highly Compensated
                                    Employee if the Employee was in the Top-Paid
                                    Group for the look-back year. The election
                                    was applicable for:

                                    [ ]         1.          1997 Plan Year.
                                    [ ]         2.          1998 Plan Year.
                                    [ ]         3.          1999 Plan Year.
                                    [ ]         4.          2000 Plan Year.
                                    [ ]         5.          2001 Plan Year.
                                    [ ]         6.          2002 Plan Year.

            [ ]         B.          Calendar Year Data Election: In determining
                                    who is a Highly Compensated Employee (other
                                    than a 5% owner) the Employer makes a
                                    calendar year data election. The look-back
                                    year is the calendar year beginning with or
                                    within the look-back year. The election was
                                    applicable for:

                                    [ ]         1.          1998 Plan Year.
                                    [ ]         2.          1999 Plan Year.
                                    [ ]         3.          2000 Plan Year.
                                    [ ]         4.          2001 Plan Year.
                                    [ ]         5.          2002 Plan Year.

                        If the elections above are made, such election shall
                        apply to all Plans maintained by the Employer.

            [ ]         C.          Calendar Year Calculation Election (for 1997
                                    Plan Year only): Indicate below whether the
                                    Calendar Year calculation election was made
                                    for Plan Years beginning in 1997:

                                    [ ]      Yes         [ ]         No


II.         PLAN PROVISION:         FAMILY AGGREGATION

            Did the Pre-SBJPA Family Aggregation rules of Code Sections
            401(a)(17)(a) and 414(q)(6), both in effect for Plan Years beginning
            before January 1, 1997, continue to apply for any purpose for Plan
            Years beginning after 1996?

            [X]         No


                                       39
<PAGE>
            [ ]         Yes; explain the application:
                                                     ---------------------------

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

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

                        If this rule was subsequently discontinued, indicate
                        when rule no longer applied:

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

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

            EMPLOYERS WHO ADOPT THIS PROTOTYPE PLAN MAY NOT ELECT TO CONTINUE TO
            APPLY THE PRE-SBJA FAMILY AGGREGATION RULES.

III.        PLAN PROVISION: COMBINED PLAN LIMIT OF CODE SECTION 415(e)

            Did the Employer maintain a Defined Benefit Plan prior to January 1,
            2000?

            [ ]         Yes                     [X]         No

            Did the Plan continue to apply the combined Plan limit of Code
            Section 415(e) (as in effect for Limitation Years beginning before
            January 1, 2000) in limitation years beginning after December 31,
            1999, to the extent that such election conforms to the Plan's
            operation?

            [ ]         Yes                     [ ]         No

            If yes, specify provisions below that will satisfy the 1.0
            limitation of Code Section 415(e). Such language must preclude
            Employer discretion. The Employer must also specify the interest and
            mortality assumptions used in determining Present Value in the
            Defined Benefit Plan.

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

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

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

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

            EMPLOYERS WHO ADOPT THIS PROTOTYPE PLAN MAY NOT ELECT TO CONTINUE TO
            APPLY THE COMBINED PLAN LIMIT OF CODE SECTION 415(e) IN YEARS
            BEGINNING AFTER THE DATE THE EMPLOYER ADOPTS ITS GUST-RELATED PLAN.


IV.         PLAN PROVISION:  NONDISCRIMINATION TESTING

            The Small Business Job Protection Act permits the Employer to use
            the ADP and/or ACP of Non-Highly Compensated Employees for the prior
            year or current year in determining whether the plan satisfied the
            nondiscrimination tests.

            Employers who adopt this Prototype Plan must use the same testing
            method for both the ADP and ACP tests for Plan Years beginning on or
            after the date the Employer adopts this GUST-restated Plan. This
            restriction does not apply with respect to Plan Years beginning
            before the date the Employer adopts this GUST-restated plan.

1.          ADP TESTING ELECTION:

            [ ]         a.          Current year data for all Participants was
                                    used.

                                    [ ]         1.          1997 Plan Year.
                                    [ ]         2.          1998 Plan Year.
                                    [ ]         3.          1999 Plan Year.
                                    [ ]         4.          2000 Plan Year.
                                    [ ]         5.          2001 Plan Year.
                                    [ ]         6.          2002 Plan Year.

            [ ]         b.          Prior year data for Participants who are
                                    Non-Highly Compensated Employees was used.

                                    [ ]         1.          1997 Plan Year.
                                    [ ]         2.          1998 Plan Year.
                                    [ ]         3.          1999 Plan Year.
                                    [ ]         4.          2000 Plan Year.

                                       40
<PAGE>
                                    [ ]         5.          2001 Plan Year.
                                    [ ]         6.          2002 Plan Year.

            2.    ACP TESTING ELECTION:

            [ ]         a.          Current year data for all Participants was
                                    used.

                                    [ ]         1.          1997 Plan Year.
                                    [ ]         2.          1998 Plan Year.
                                    [ ]         3.          1999 Plan Year.
                                    [ ]         4.          2000 Plan Year.
                                    [ ]         5.          2001 Plan Year.
                                    [ ]         6.          2002 Plan Year.

            [ ]         b.          Prior year data for Participants who are
                                    Non-Highly Compensated Employees was used.

                                    [ ]         1.          1997 Plan Year.
                                    [ ]         2.          1998 Plan Year.
                                    [ ]         3.          1999 Plan Year.
                                    [ ]         4.          2000 Plan Year.
                                    [ ]         5.          2001 Plan Year.
                                    [ ]         6.          2002 Plan Year.

V.          PLAN PROVISION: FIRST PLAN YEAR TESTING ELECTIONS

            For a new 401(k) Plan, the Employer could use either the current or
            prior year testing methods as well as a rule that deems the prior
            year ADP/ACP to be 3%.

            1.    ADP TESTING ELECTION:

            [ ]         a.          Current year data for all Participants was
                                    used.

                                    [ ]         1.          1997 Plan Year.
                                    [ ]         2.          1998 Plan Year.
                                    [ ]         3.          1999 Plan Year.
                                    [ ]         4.          2000 Plan Year.
                                    [ ]         5.          2001 Plan Year.
                                    [ ]         6.          2002 Plan Year.

            [ ]         b.          Current year data for Participants who are
                                    Highly Compensated Employees will be used.
                                    The ADP for Participants who are Non-Highly
                                    Compensated Employees was assumed to be 3%
                                    or the actual ADP if greater.

                                    [ ]         1.          1997 Plan Year.
                                    [ ]         2.          1998 Plan Year.
                                    [ ]         3.          1999 Plan Year.
                                    [ ]         4.          2000 Plan Year.
                                    [ ]         5.          2001 Plan Year.
                                    [ ]         6.          2002 Plan Year.

            2.    ACP TESTING ELECTION:

            [ ]         a.          Current year data for all Participants was
                                    used.

                                    [ ]         1.          1997 Plan Year.
                                    [ ]         2.          1998 Plan Year.
                                    [ ]         3.          1999 Plan Year.
                                    [ ]         4.          2000 Plan Year.
                                    [ ]         5.          2001 Plan Year.
                                    [ ]         6.          2002 Plan Year.

                                       41
<PAGE>
            [ ]         b.          Current year data for Participants who are
                                    Highly Compensated Employees will be used.
                                    The ACP for Participants who are Non-Highly
                                    Compensated Employees was assumed to be 3%
                                    or the actual ACP if greater.

                                    [ ]         1.          1997 Plan Year.
                                    [ ]         2.          1998 Plan Year.
                                    [ ]         3.          1999 Plan Year.
                                    [ ]         4.          2000 Plan Year.
                                    [ ]         5.          2001 Plan Year.
                                    [ ]         6.          2002 Plan Year.

VI.         PLAN PROVISION: DISTRIBUTION ALTERNATIVES FOR PARTICIPANTS WHO ARE
            NOT A MORE THAN 5% OWNER

            Select (A), (B), (C) and/or (D), whichever is applicable. Subsection
            (D) must be selected to the extent that there would otherwise be an
            elimination of a pre-retirement age 70 1/2 distribution option for
            Employees other than those listed above.

            [ ]         A.          Any Participant who has not had a separation
                                    from Service who had attained age 70 1/2 in
                                    years after 1995 may elect by April 1 of the
                                    calendar year following the calendar year in
                                    which the Participant attained age 70 1/2
                                    (or by December 31, 1997, in the case of a
                                    Participant attaining age 70 1/2 in 1996) to
                                    defer distributions until the calendar year
                                    in which the Participant retires. If no such
                                    election is made, the Participant will begin
                                    receiving distributions by the April 1 of
                                    the calendar year following the calendar
                                    year in which the Participant attained age
                                    70 1/2 (or by December 31, 1997, in the case
                                    of a Participant attaining age 70 1/2 in
                                    1996).

            [ ]         B.          Any Participant who has not had a
                                    separation from Service and is currently in
                                    benefit payment status because of attainment
                                    of age 70 1/2 in years prior to 1997 may
                                    elect to stop distributions and recommence
                                    by the April 1 of the calendar year
                                    following the calendar year in which the
                                    Participant retires. There is either (select
                                    one):

                                    [ ]         1.          a new Annuity
                                                            Starting Date upon
                                                            recommencement, or
                                    [ ]         2.          no new Annuity
                                                            Starting Date upon
                                                            recommencement.

            [ ]         C.          Any Participant who has not had a
                                    separation from Service, and is currently in
                                    benefit payment status because of attainment
                                    of age 70 1/2 in 1997 or in a later year (or
                                    attained age 70 1/2 in 1996, but had not
                                    commenced required minimum distributions in
                                    1996) may elect to stop distributions and
                                    recommence by the April 1 of the calendar
                                    year following the calendar year in which
                                    the Participant retires. There is either
                                    (select one):

                                    [ ]         1.          a new Annuity
                                                            Starting Date upon
                                                            recommencement, or
                                    [ ]         2.          no new Annuity
                                                            Starting Date
                                                            upon recommencement.

            [ ]         D.          The pre-retirement distribution option is
                                    only eliminated with respect to Employees
                                    who reach age 70 1/2 in or after a calendar
                                    year that begins after the later of December
                                    31, 1998, or the adoption of the amendment
                                    to the Plan. The pre-retirement age 70 1/2
                                    distribution option is an optional form of
                                    benefit under which benefits are payable in
                                    a particular distribution form (including
                                    any modifications that may be elected after
                                    benefit commencement) and commencing at a
                                    time during the period that begins on or
                                    after January 1 of the calendar year
                                    following the calendar year in which an
                                    Employee attains age 70 1/2 and ends April 1
                                    of the immediately following calendar year.


VII.        PLAN PROVISION: MANDATORY CASH-OUT RULE

            [X]         For Plan Years beginning after August 5, 1997, the
                        $3,500 cash-out limit is increased to $5,000.


VIII.       PLAN PROVISION: 30-DAY WAIVER PERIOD

            For Plan Years beginning after December 31, 1996, if the Plan is
            subject to the Joint and Survivor rules did the Plan provide
            distributions prior to the expiration of the 30-day waiting period?

            [ ]         Yes                     [ ]         No


                                       42
<PAGE>
IX.         PLAN PROVISION: SUSPENSION OF LOAN REPAYMENTS

            On or after December 12, 1994, did the Employer permit the
            suspension of loan repayments due to qualified military leave?

            [ ]     Yes                       [ ]     No

            Effective Date:
                            ---------------------------------------------------


X.          PLAN PROVISION: HARDSHIP DISTRIBUTIONS TREATED AS ELIGIBLE ROLLOVER
            DISTRIBUTIONS

            The Employer had the option with respect to Hardship distributions
            made after December 31, 1998 to treat as eligible rollover
            distributions, or to delay the Effective Date until January 1, 2000.
            Hardship distributions were not treated as eligible rollover
            distributions effective as of:

            [ ]     January 1, 1999
            [X]     January 1, 2000
            [ ]     Other (specify date):
                                          --------------------------------------

XI.         PLAN PROVISION: 401(k) SAFE HARBOR PROVISIONS

            For Plan Years beginning after 1998, the Employer may implement safe
            harbor provisions under Code Sections 401(m)(11) and 401(k)(12). Did
            the Plan elect safe harbor status?

                        [ ]     Yes

                        [X]     No

            If yes, enter the formulas below:

<TABLE>
<CAPTION>

DATE PLAN YEAR BEGINS             SECTION 401(k)             SECTION 401(m)
---------------------             --------------             --------------
<S>                               <C>                        <C>

      ______/_______/99

      ______/_______/00

      ______/_______/01

      ______/_______/02
</TABLE>


XII.        OTHER PLAN PROVISIONS:

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

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

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

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

            EFFECTIVE DATE:
                            ----------------------------------------------------




                                       43
<PAGE>


                                   SCHEDULE D

          SAFE HARBOR ELECTIONS FOR FLEXIBLE NON-ELECTIVE CONTRIBUTION


The following elections are made with regard to the Plan's Safe Harbor status
pursuant to Section VII herein. For Plan Years indicated below, the Plan hereby
invokes a Safe Harbor status in accordance with IRS Notices 98-52 and 2000-3.

For all Plan Years in which this Safe Harbor election is being made, the
limitations and restrictions found in Section VII herein apply.

1.    For the Plan Year beginning _____ and ending _____, the Employer hereby
      invokes a Safe Harbor status as provided in IRS Notice 2000-3. The Safe
      Harbor Contribution will be an amount equal to _____% (not less than 3%)
      of Compensation. This election is made on this _____ day of _____, _____
      (date may not be later than 30 days prior to the end of the Plan Year in
      which such election is being made).

2.    For the Plan Year beginning _____ and ending _____, the Employer hereby
      invokes a Safe Harbor status as provided in IRS Notice 2000-3. The Safe
      Harbor Contribution will be an amount equal to _____% (not less than 3%)
      of Compensation. This election is made on this _____ day of _____, _____
      (date may not be later than 30 days prior to the end of the Plan Year in
      which such election is being made).

3.    For the Plan Year beginning _____ and ending _____, the Employer hereby
      invokes a Safe Harbor status as provided in IRS Notice 2000-3. The Safe
      Harbor Contribution will be an amount equal to _____% (not less than 3%)
      of Compensation. This election is made on this _____ day of _____, _____
      (date may not be later than 30 days prior to the end of the Plan Year in
      which such election is being made).

4.    For the Plan Year beginning _____ and ending _____, the Employer hereby
      invokes a Safe Harbor status as provided in IRS Notice 2000-3. The Safe
      Harbor Contribution will be an amount equal to _____% (not less than 3%)
      of Compensation. This election is made on this _____ day of _____, _____
      (date may not be later than 30 days prior to the end of the Plan Year in
      which such election is being made).

5.    For the Plan Year beginning _____ and ending _____, the Employer hereby
      invokes a Safe Harbor status as provided in IRS Notice 2000-3. The Safe
      Harbor Contribution will be an amount equal to _____% (not less than 3%)
      of Compensation. This election is made on this _____ day of _____, _____
      (date may not be later than 30 days prior to the end of the Plan Year in
      which such election is being made).




                                       44
<PAGE>


                                   SCHEDULE E

                         COLLECTIVE AND COMMINGLED FUNDS


The Trustee is authorized to invest all or any part of the Fund in the following
Collective and Commingled Funds as provided for in the Basic Plan Document #01:


1.

2.

3.

4.

5.

6.

7.

8.

9.

10.




                                       45
<PAGE>
                                    AMENDMENT
                                     TO THE
                                 NONSTANDARDIZED
                      CASH OR DEFERRED PROFIT-SHARING PLAN
                             ADOPTION AGREEMENT #010

1.          Except as otherwise noted, effective as of the first day of the
            first Plan Year beginning after December 31, 2001, Section VI of the
            Nonstandardized Cash or Deferred Profit-Sharing Plan Adoption
            Agreement #010 entitled "EMPLOYEE CONTRIBUTIONS" is amended by
            adding the following new sections:

            "J".        CATCH-UP CONTRIBUTIONS (SELECT ONE):

                        [X]   1.    Shall apply to contributions after
                                    12/31/2001.  (enter December 31, 2001 or a
                                    later date).

                        [ ]   2.    Shall not apply.

            K.          DIRECT ROLLOVERS:

                        The Plan will accept a Direct Rollover of an Eligible
                        Rollover Distribution from (check each that apply):

            [X]         1.          A Qualified Plan described in Code Section
                                    401(a) or 403(a), excluding Voluntary
                                    After-tax Contributions.

            [ ]         2.          A Qualified Plan described in Code Section
                                    401(a) or 403(a), including Voluntary
                                    After-tax Contributions.

            [X]         3.          An annuity contract described in Code
                                    Section 403(b), excluding Voluntary
                                    After-tax Contributions.

            [X]         4.          An eligible plan under Code Section
                                    457(b) which is maintained by a state,
                                    political subdivision of a state, or an
                                    agency or instrumentality of a state or
                                    political subdivision of a state.

            L.          PARTICIPANT ROLLOVER CONTRIBUTIONS FROM OTHER PLANS:

                        The Plan will accept a Participant Rollover Contribution
                        of an Eligible Rollover Distribution from (check only
                        those that apply):

            [X]         1.          A Qualified Plan described in Code Section
                                    401(a) or 403(a).

            [X]         2.          An annuity contract described in Code
                                    Section 403(b).

            [X]         3.          An eligible plan under Code Section
                                    457(b) which is maintained by a state,
                                    political subdivision of a state, or any
                                    agency or instrumentality of a state or
                                    political subdivision of a state.

            M.          PARTICIPANT ROLLOVER CONTRIBUTIONS FROM IRAS:

                        The Plan (select one):

                        [X]         1.          will

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<PAGE>
                        [ ]         2.          will not

                        accept a Participant Rollover Contribution of the
                        portion of a distribution from an Individual Retirement
                        Account [which was not used as a conduit] or Annuity
                        described in Code Section 408(a) or 408(b) that is
                        eligible to be rolled over and would otherwise be
                        includable in gross income.

            N.          EFFECTIVE DATE OF DIRECT ROLLOVER AND PARTICIPANT
                        ROLLOVER CONTRIBUTION PROVISIONS:

            The provisions of (K), (L) and (M) above as they apply to Paragraph
            4.4 of the Basic Plan Document #01 entitled "Rollover Contributions"
            shall be effective 01/01/2002 (enter a date no earlier than January
            1, 2002)."

2.          Section VIII(A) of the Nonstandardized Cash or Deferred
            Profit-Sharing Plan Adoption Agreement #010 entitled, "Matching
            Employer Contributions" will be amended effective 01/01/2002 by the
            addition of a new paragraph 6, which shall read as follows:

            "6.         CATCH-UP CONTRIBUTIONS:

                        [ ]         a.          Catch-Up contributions made by
                                                the Participants will not be
                                                matched by the Employer.

                        [X]         b.          Catch-Up Contributions made
                                                by the Participants will be
                                                matched on the same formula,
                                                terms and conditions as provided
                                                in Section VIII of the Adoption
                                                Agreement. A Matching
                                                Contribution will be made on the
                                                basis of the contribution
                                                type(s) selected below:

                                    [X]         i.          Elective Deferrals
                                    [ ]         ii.         403(b) Deferrals"

3.          Section XI of the Nonstandardized Cash or Deferred Profit-Sharing
            Plan Adoption Agreement #010 entitled, "MULTIPLE PLANS MAINTAINED BY
            THE SAME EMPLOYER, LIMITATIONS ON ALLOCATIONS, AND TOP-HEAVY
            CONTRIBUTIONS" will be amended effective _____________ by the
            addition of a new paragraph (C) which shall read as follows:

            "C.         MINIMUM BENEFITS FOR EMPLOYEES ALSO COVERED UNDER
                        ANOTHER PLAN:

                        The Employer should describe below the extent, if any,
                        to which the Top-Heavy Minimum Benefit requirements of
                        Code Section 416(c) and paragraph 14.2 of the Basic Plan
                        Document #01 shall be met in another plan. Please list
                        the name of the other plan, the minimum benefit that
                        will be provided under such other plan, and the
                        Employees who will receive the minimum benefit under
                        such other plan."

                        _______________________________________________________
                        _______________________________________________________
                        _______________________________________________________
                        _______________________________________________________


4.          Section XIII of the Nonstandardized Cash or Deferred Profit-Sharing
            Plan Adoption Agreement #010 entitled, "VESTING" will be amended
            effective __________________ by the addition of a new paragraph (E)
            which shall read as follows:

            NOTE:       First select to whom the vesting schedule will apply.
                        Number 1 should be elected if only active Participants'
                        Matching Contributions accounts will be affected. Letter
                        (a) should be selected if the Employer wishes only to
                        change the vesting schedule for contributions made to
                        the Plan after December 31, 2001. Letter (b) should be
                        selected if the Employer wants to change the vesting
                        schedule for all Matching Contributions to the Plan
                        (regardless of when made). Number 2 should be selected
                        if the Employer wants to change

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<PAGE>
                        the vesting schedule on Matching Contributions for all
                        Participants - regardless of whether they are active or
                        inactive. The applicable vesting schedule shall be
                        selected from number 3 through 7 below.

            "E.         VESTING OF EMPLOYER MATCHING CONTRIBUTIONS:

                         [ ]        1.          Participants who have completed
                                                one Hour of Service after 2001

                                    [ ]         a.          The vesting
                                                            schedule of Employer
                                                            Matching
                                                            Contributions as
                                                            described in
                                                            paragraph 9.2 of the
                                                            Basic Plan Document
                                                            #01 shall be
                                                            selected below and
                                                            shall apply only to
                                                            account balances
                                                            derived from
                                                            Employer Matching
                                                            Contributions
                                                            attributable to a
                                                            Plan Year beginning
                                                            after December 31,
                                                            2001.

                                    [ ]         b.          The vesting
                                                            schedule of Employer
                                                            Matching
                                                            Contributions as
                                                            described in
                                                            paragraph 9.2 of the
                                                            Basic Plan Document
                                                            #01 shall be
                                                            selected below and
                                                            shall apply to all
                                                            Participants with an
                                                            account balance
                                                            derived from
                                                            Employer Matching
                                                            Contributions.

                        [ ]         2.          All Plan Participants:

                                    The vesting schedule of Employer Matching
                                    Contributions as described in paragraph 9.2
                                    of the Basic Plan Document #01 shall be
                                    selected below and shall apply to all
                                    Participants with an account balance derived
                                    from Employer Matching Contributions.

                        The vesting schedule for Employer Matching Contributions
                        shall be as follows:

                        [ ]         3.          Not applicable.  There are no
                                                Matching Contributions made to
                                                the Plan.

                        [X]         4.          Not applicable.  The current
                                                formula(s) are equal to or
                                                greater than the three year
                                                cliff or six year graded vesting
                                                schedules.

                        [ ]         5.          A Participant's account balance
                                                derived from Employer Matching
                                                Contributions shall be fully and
                                                immediately vested.

                        [ ]         6.          A Participant's account
                                                balance derived from Employer
                                                Matching Contributions shall be
                                                nonforfeitable upon the
                                                Participant's completion of
                                                three (3) years of vesting
                                                Service.

                        [ ]         7.          A Participant's account
                                                balance derived from
                                                Employer Matching
                                                Contributions shall vest
                                                according to the following
                                                schedule:

<TABLE>
<CAPTION>
                                                Years of Vesting Service             Vested Percentage
                                                ------------------------             -----------------

<S>                                                         <C>                             <C>
                                                            2                               20%
                                                            3                               40%
                                                            4                               60%
                                                            5                               80%
                                                            6                              100%
</TABLE>

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<PAGE>

5.          Section XV of the Nonstandardized Cash or Deferred Profit-Sharing
            Plan Adoption Agreement #010 entitled, "IN-SERVICE WITHDRAWALS" will
            be amended by the addition of a new paragraph (C) which shall read
            as follows:

            "C.         SUSPENSION PERIOD FOR HARDSHIP DISTRIBUTION (SELECT
                        ONE):

            [ ]         1.          A Participant who receives a
                                    distribution in calendar year 2001 on
                                    account of Hardship shall be prohibited from
                                    making Elective Deferrals and Voluntary
                                    After-tax Contributions under this and all
                                    other plans of the Employer for six (6)
                                    months after receipt of the distribution or
                                    until January 1, 2002, if later.

            [X]         2.          A Participant who receives a distribution
                                    in calendar year 2001 on account of Hardship
                                    shall be prohibited from making Elective
                                    Deferrals and Voluntary After-tax
                                    Contributions under this and all other plans
                                    of the Employer for the period specified in
                                    the provisions of the Plan relating to
                                    suspension of Elective Deferrals that were
                                    in effect prior to this Amendment."

6.          Section XVIII of the Nonstandardized Cash or Deferred Profit-Sharing
            Plan Adoption Agreement #010 entitled, "DISTRIBUTION OPTIONS" will
            be amended effective 01/01/2002 by the addition of the following:

            "E.         TREATMENT OF ROLLOVERS IN APPLICATION OF INVOLUNTARY
                        CASH-OUT PROVISIONS:

                        The Plan (select one):

                        [X]         Elects to exclude Rollover Contributions in
                                    determining the value of the Participant's
                                    nonforfeitable account balance for purposes
                                    of the Plan's involuntary cash-out rules.

                        [ ]         Does not elect to exclude Rollover
                                    Contributions in determining the value of
                                    the Participant's nonforfeitable account
                                    balance for purposes of the Plan's
                                    involuntary cash-out rules.

                        If the Employer has elected to exclude Rollover
                        Contributions, the election shall apply with respect to
                        distributions made after 01/01/2002 (enter a date no
                        earlier than December 31, 2001) with respect to
                        Participants who separated from Service after 01/01/2002
                        (enter the date; this date may be earlier than December
                        31, 2001)."


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<PAGE>
             F.         DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT:

                        Distribution upon severance from employment as described
                        in paragraph 6.6(d) of the Basic Plan Document #01 shall
                        apply for distributions after ___________________ (enter
                        a date no earlier than December 31, 2001):

                        [X]         regardless of when the severance from
                                    employment occurred.

                        [ ]         for severance from employment occurring
                                    after _______________ (enter the Effective
                                    Date if different than the Effective
                                    Date above)."

                        Executed, this ____________ day of ________, __________.


                                                         Spheris Operations Inc.
                                                         Name of Employer

                                                         _______________________
                                                         Signed by

                                                         _______________________
                                                         Signature



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<PAGE>
                   AMENDMENT TO THE ADOPTION AGREEMENT FOR THE
                 FINAL AND TEMPORARY MINIMUM DISTRIBUTION RULES
                            OF CODE SECTION 401(a)(9)


Except as otherwise noted, effective as of the first day of the first Plan Year
beginning after December 31, 2001, on the Adoption Agreement the section
entitled "Distribution Options" is amended by adding the following new section
to the Adoption Agreement.

MINIMUM DISTRIBUTION REQUIREMENTS

Check and complete Section A below if any required minimum distributions for the
2002 distribution calendar year were made in accordance with the Section
401(a)(9) Final and Temporary Regulations.

[X]         A.          EFFECTIVE DATE OF PLAN AMENDMENT FOR SECTION 401(a)(9)
                        FINAL AND TEMPORARY TREASURY REGULATIONS.

                        Article XVII, Minimum Distribution Requirements, applies
                        for purposes of determining Required Minimum
                        Distributions for Distribution Calendar Years beginning
                        with the 2003 calendar year, as well as Required Minimum
                        Distributions for the 2002 Distribution Calendar Year
                        that are made on or after 01/01/2002 (insert Effective
                        Date).

Check and complete any of the remaining sections if you wish to modify the rules
in paragraphs 17.7 and 17.12 of Article XVII of the Plan.

[ ]         B.          ELECTION TO APPLY 5-YEAR RULE TO DISTRIBUTIONS TO
                        DESIGNATED BENEFICIARIES:

                        If the Participant dies before distributions begin and
                        there is a designated Beneficiary, distribution to the
                        designated Beneficiary is not required to begin by the
                        date specified in paragraph 17.7 of the Basic Plan
                        Document #01 but the Participant's entire interest will
                        be distributed to the designated Beneficiary by December
                        31 of the calendar year containing the fifth anniversary
                        of the Participant's death. If the Participant's
                        surviving Spouse is the Participant's sole designated
                        Beneficiary and the surviving Spouse dies after the
                        Participant but before distributions to either the
                        Participant or the surviving Spouse begin, this election
                        will apply as if the surviving Spouse were the
                        Participant.

                        This election will apply to:

                        [ ]         1.          All distributions.

                        [ ]         2.          The following distributions:

                                                _______________________

[ ]         C.          ELECTION TO ALLOW PARTICIPANTS OR BENEFICIARIES TO
                        ELECT 5-YEAR RULE:

                        Participants or Beneficiaries may elect on an individual
                        basis whether the 5-year rule or the life expectancy
                        rule in paragraph 17.7 and 17.12 of the Basic Plan
                        Document #01 applies to distributions after the death of
                        a Participant who has a designated Beneficiary. The
                        election must be made no later than the earlier of
                        September 30 of the calendar year in which distribution
                        would be required to begin under paragraph 17.7, or by
                        September 30 of the calendar year which contains the
                        fifth anniversary of the Participant's (or, if
                        applicable, surviving Spouse's) death. If neither the
                        Participant nor Beneficiary makes an election under this
                        paragraph, distributions will be made in accordance with
                        paragraph 17.7 and 17.12 of the Basic Plan Document #01
                        and, if applicable, the elections in section B above.

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<PAGE>
[ ]         D.          ELECTION TO ALLOW DESIGNATED BENEFICIARY RECEIVING
                        DISTRIBUTIONS UNDER 5-YEAR RULE TO ELECT LIFE EXPECTANCY
                        DISTRIBUTIONS:

                        A designated Beneficiary who is receiving payments under
                        the 5-year rule may make a new election to receive
                        payments under the life expectancy rule until December
                        31, 2003, provided that all amounts that would have been
                        required to be distributed under the life expectancy
                        rule for all distribution calendar years before 2004 are
                        distributed by the earlier of December 31, 2003 or the
                        end of the 5-year period.


IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this

_____________________________ day of ____________________________, __________.


                                                     Spheris Operations, Inc.
                                                     Name of Employer

                                                     ___________________________
                                                     Signed by

                                                     ___________________________
                                                     Signature


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