<PAGE>   1

                                                                   Exhibit 10.17

                      THE CORPORATEplan for RETIREMENT(SM)

                          (PROFIT SHARING/401(K) PLAN)

                            A FIDELITY PROTOTYPE PLAN

                     Non-Standardized Adoption Agreement 002
                                Basic Plan No. 07
<PAGE>   2

                               ADOPTION AGREEMENT
                                    ARTICLE 1
                      NON-STANDARDIZED PROFIT SHARING PLAN

1.01  PLAN INFORMATION

      (a)   Name of Plan:

            This is the Marine Transport Lines, Inc. Salaried Employees
            Retirement Income Plan (the "Plan").

      (b)   Type of Plan:

            (1)   |X| 401(k) and Profit Sharing

            (2)   |_| Profit Sharing Only

            (3)   |_| 401(k) Only

      (c)   Name of Plan Administrator, if not the Employer:

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

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

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

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

      (d)   Limitation Year (check one):

            (1)   |X| Calendar Year

            (2)   |_| Plan Year

            (3)   |_| Other:

      (e)   Three Digit Plan Number:    001

      (f)   Plan Year End (month/day):  December 31

      (g)   Plan Status (check one):

            (1)   |_| Effective Date of new Plan: ______________

            (2)   |X| Amendment Effective Date: 10/1/94 . This is (check one):

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

                  (B)   |X| conversion from another plan document into The
                        CORPORATEplan for Retirement(SM).

                        The original effective date of the Plan: 1/1/83


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<PAGE>   3

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

1.02 EMPLOYER

      (a)   The Employer is:  Marine Transport Lines, Inc.

            Address:          1200 Harbor Boulevard
                              Weehawken, NJ 07087

            Contact's Name:   Mr. Peter N. Popov

            Telephone Number: (201) 330-0200

            (1)   Employer's Tax Identification Number: 51-0115513

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

                  (A)   |X| Corporation 
                  (B)   |_| Sole proprietor or 
                  (C)   |_| Subchapter S       
                  (D)   |_| Governmental                             
                  (E)   |_| Tax exempt partnership organization      
                  (F)   |_| Rural Electric Corporation Cooperative   

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

            (4)   Date business commenced: January 1, 1941


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      (b)   The term "Employer" includes the following Related Employer(s) (as
            defined in Section 2.01(a)(26)):

1.03  COVERAGE

      (a)   All Employees who meet the conditions specified below will be
            eligible to participate in the Plan:

            (1)   Service requirement (check one):

                  (A)   |X| no service requirement.

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

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

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

            (2)   Age requirement (check one):

                  (A)   |X| no age requirement.

                  (B)   |_| must have attained age ____ (not to exceed 21).


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            (3)   The class of Employees eligible to participate in the Plan
                  (check one):

                  (A)   |X| includes all Employees of the Employer.

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

                        (i)   |_| Employees covered by a collective bargaining
                              agreement.

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

                        (iii) |_| Leased Employees as defined in Section
                              2.01(a)(18).

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

                        (v)   |_| Other

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

      (b)   The Entry Date(s) shall be (check one):

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

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

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

            (4)   |X| the first day of each month.


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<PAGE>   6

      (c)   Date of Initial Participation - An Employee will become a
            Participant unless excluded by Section 1.03(a)(3) above on the Entry
            Date immediately following the date the Employee completes the
            service and age requirement(s) in Section 1.03(a), if any, except
            (check one):

            (1)   |_| No exceptions.

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

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

1.04  COMPENSATION

      (a)   For purposes of determining contributions under the Plan,
            Compensation shall be as defined in Section 2.01(a)(7), but
            excluding (check the appropriate box(es)):

            (1)   |_| Overtime Pay.

            (2)   |_| Bonuses.

            (3)   |_| Commissions.

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

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

            (5)   |X| No exclusions.


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<PAGE>   7

      (b)   Compensation for the First Year of Participation

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

            (1)   |X| For the entire Plan Year.

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

1.05 CONTRIBUTIONS

      (a)   |X| Employer Contributions :

            (1)   |X| Fixed Formula - Nonintegrated Formula (check (A) or (B)):

                  (A)   |X| Fixed Percentage Employer Contribution:

                        For each Plan Year, the Employer will contribute for
                        each eligible Participant an amount equal to 3% (not to
                        exceed 15%) of such Participant's Compensation.

                  (B)   |_| Fixed Flat Dollar Employer Contribution:

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

            (2)   |X| Discretionary Formula

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

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

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

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


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<PAGE>   8

            (3)   Eligibility Requirement(s)

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

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

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

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

                  (D)   |_| no requirements.

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

      (b)   |X| Deferral Contributions

            (1)   Regular Contributions

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

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

                        (i)   |_| As of the beginning of each payroll period.

                        (ii)  |X| As of the first day of each month.

                        (iii) |_| As of the next Entry Date.

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

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

                        (i)   |_| The first day of the next Plan Year.

                        (ii)  |_| Any subsequent Plan Entry Date.

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

                              January 1 and July 1


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<PAGE>   9

            (2)   |X| Catch-Up Contributions

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

            (3)   |X| Bonus Contributions

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

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

            (4)   |X| Qualified Discretionary Contributions

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

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

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


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<PAGE>   10

      (c)   |X| Matching Contributions (only if Section 1.05(b) is checked) **

            (1)   The Employer shall make a Matching Contribution on behalf of
                  each Participant in an amount equal to the following
                  percentage of a Participant's Deferral Contributions during
                  the Plan Year (check one):

                  (A)   |_| 50%

                  (B)   |X| 100% **

                  (C)   |_| %

                  (D)   |_| (Tiered Match)

                        ____ % of the first_________________% of the
                        Participant's Compensation contributed to the Plan,

                        ____ % of the first_________________% of the
                        Participant's Compensation contributed to the Plan,

                  ____ % of the first_________________% of the
                        Participant's Compensation contributed to the Plan.

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

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

            (2)   |_| The Employer may at Plan Year end make an additional
                  Matching Contribution equal to a percentage declared by the
                  Employer, through a Board of Directors' Resolution (or by a
                  Letter of Intent for a Sole Proprietor or Partnership), of the
                  Deferral Contributions made by each Participant during the
                  Plan Year (only if an option is checked under Section
                  1.05(c)(1)).

            (3)   |X| Matching Contribution Limits (check the appropriate box):

                  (A)   |X| Deferral Contributions in excess of 3% of the
                        Participant's Compensation for the ** period in question
                        shall not be considered for Matching Contributions.

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

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

            (4)   Eligibility Requirement(s)

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

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

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

                  **    Effective January 1, 1999, signed by Peter N. Popov,
                        Secretary.


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<PAGE>   11

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

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

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

                  (F)   |X| No requirements. **

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

      (d)   |X| Employee After-Tax Contributions (check one):

            (1)   |X| Future Contributions

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

            (2)   |_| Frozen Contributions

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

                  ** Effective January 1, 1999, signed by Peter N. Popv,
                  Secretary.


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<PAGE>   12

1.06  RETIREMENT AGE(S)

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

            (1)   |X| age 65.

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

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

      (b)   |X| The Early Retirement Age is the first day of the month after the
            Participant attains age 55 (specify 55 or greater) and completes 0
            Years of Service for Vesting.

      (c)   |_| A Participant is eligible for Disability Retirement if he/she
            (check the appropriate box(es)):

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

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

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


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<PAGE>   13

1.07  VESTING SCHEDULE

      (a)   The Participant's vested percentage in Employer contributions (Fixed
            or Discretionary) elected in Section 1.05(a) and/or Matching
            Contributions elected in Section 1.05(c) shall be based upon the
            schedule(s) selected below, except with respect to any Plan Year
            during which the Plan is Top-Heavy. The schedule elected in Section
            1.12(d) shall automatically apply for a Top-Heavy Plan Year and all
            Plan Years thereafter unless the Employer has already elected a more
            favorable vesting schedule below.

            (1)   Employer Contributions
                  (check one):

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

            (B)   |X| 100% Vesting immediately

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

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

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

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

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

            (2)   Matching Contributions
                  (check one):

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

            (B)   |X| 100% Vesting immediately **

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

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

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

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

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


<TABLE>
<CAPTION>
  Years of                       Vesting Schedule
Service for
  Vesting          C          D           E           F          G1         G2
  -------          -          -           -           -          --         --
<S>              <C>          <C>        <C>         <C>         <C>       <C>
     0             0%         0%          0%          0%        ___%       ___%
     1             0%         0%          0%          0%        ___%       ___%
     2             0%         0%         20%          0%        ___%       ___%
     3           100%         0%         40%         20%        ___%       ___%
     4           100%         0%         60%         40%        ___%       ___%
     5           100%       100%         80%         60%        ___%       ___%
     6           100%       100%        100%         80%        ___%       ___%
     7           100%       100%        100%        100%        100%       100%
</TABLE>

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

      (b)   |_| Years of Service for Vesting shall exclude:

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

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

                  ** Effective January 1, 1999, signed by Peter N. Popov,
                  Secretary.


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1.08  PREDECESSOR EMPLOYER SERVICE

      |_|   Service for purposes of eligibility in Section 1.03(a)(1) and
            vesting in Section 1.07(a) of this Plan shall include service with
            the following employer(s):

1.09  PARTICIPANT LOANS

      Participant loans (check (a) or (b)):

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

            (1)   |_| for any purpose.

            (2)   |_| for hardship withdrawal (as defined in Section 7.10)
                  purposes only.

      (b)   |X| will not be allowed.

1.10  HARDSHIP WITHDRAWALS

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

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

      (b)   |_| will not be allowed.


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1.11  DISTRIBUTIONS

      (a)   Subject to Articles 7 and 8 and (b) below, distributions under the
            Plan will be paid (check the appropriate box(es)):

            (1)   |X| as a lump sum.

            (2)   |X| under a systematic withdrawal plan (installments).

      (b)   |X| Check if a Participant will be entitled to receive a
            distribution of all or any portion of the following Accounts without
            terminating employment upon attainment of age 59 1/2 (check one):

            (1)   |X| Deferral Contribution Account

            (2)   |_| All Accounts

      (c)   |X| Check if the Plan was converted (by plan amendment) from another
            defined contribution plan, and the benefits were payable as (check
            the appropriate box(es)):

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

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

                  (A)   |_| for at least ______ (24 or more) months.

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

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

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

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


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<PAGE>   16

1.12  TOP HEAVY STATUS

      (a)   The Plan shall be subject to the Top-Heavy Plan requirements of
            Article 9 (check one):

            (1)   |_| for each Plan Year.

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

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

      (b)   In determining Top-Heavy status, if necessary, for an employer with
            at least one defined benefit plan, the following assumptions shall
            apply:

            (1)   Interest rate: ________% per annum

            (2)   Mortality table: _______________

            (3)   |X| Not Applicable.

      (c)   In the event that the Plan is treated as Top-Heavy for a Plan Year,
            each non-key Employee shall receive an Employer Contribution of at
            least 3 (3, 4, 5, or 7 1/2) % of Compensation for the Plan Year in
            accordance with Section 9.03 (check one):

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

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

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

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


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      (d)   In the event that the Plan is treated as Top-Heavy for a Plan Year,
            the following vesting schedule shall apply instead of the
            schedule(s) elected in Section 1.07(a) for such Plan Year and each
            Plan Year thereafter (check one):

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

            (2)   |_|   Years of Service
                          for Vesting     Vesting Percentage  Must be at Least
                               0             ______________          0%   
                               1             ______________          0%   
                               2             ______________         20%   
                               3             ______________         40%   
                               4             ______________         60%   
                               5             ______________         80%   
                               6             ______________        100%   

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

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

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

      (a)   If the Employer maintains, or maintained, any other defined
            contribution plan which is not a Master or Prototype Plan, Annual
            Additions for any Limitation Year to this Plan will be limited
            (check one):

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

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

            (3)   |_| Not Applicable.


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<PAGE>   18

(b)   If the Employer maintains, or maintained, any defined benefit plan(s), the
      sum of the Defined Contribution Fraction and Defined Benefit Fraction for
      a Limitation Year may not exceed the limitation specified in Code Section
      415(e), modified by section 416(h)(1) of the Code. This combined plan
      limit will be met as follows (check one):

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

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

            (3)   |X| Not Applicable.

1.14  ESTABLISHMENT OF TRUST AND INVESTMENT DECISIONS

      (a)   Investment Directions

            Participant Accounts will be invested (check one):

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

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

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

                        (A)   |_| Fixed or Discretionary Employer Contributions

                        (B)   |_| Employer Matching Contributions

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


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<PAGE>   19

      (b)   Plan Investment Options

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

                  Fund Name                                         Fund Number 

            1     Fidelity Retirement Government Money              
                  Market Portfolio                                  0631        
            2     Fidelity Managed Income Portfolio                 0632        
            3     Fidelity Investment Grade Bond Fund               0026        
            4     Fidelity International Bond Fund                  0451        
            5     Fidelity Growth & Income Portfolio                0027        
            6     Fidelity Magellan(R)Fund                          0021       
            7     Fidelity Growth Company Fund                      0025        
            8     Fidelity Overseas Fund                            0094        
            9     Fidelity Puritan(R)Fund                           0004       
            10    Fidelity Contrafund                               0022        
            11    Fidelity Low-Priced Stock Fund                    0316        
            12    Spartan(R)U.S. Equity Index Fund                  0650       

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

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

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


                                       19
<PAGE>   20

1.15  RELIANCE ON OPINION LETTER

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

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

1.16  PROTOTYPE INFORMATION:

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

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


                                       20
<PAGE>   21

                                 EXECUTION PAGE
                                (Fidelity's Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 24th day of June, 1994.


                                  Employer   Marine Transport Lines, Inc.
                                             -----------------------------------
                                  By         Signed by Peter N. Popov
                                             -----------------------------------

                                  Title      Secretary
                                             -----------------------------------


                                  Employer   Marine Transport Lines, Inc.
                                             -----------------------------------
                                  By         Signed by Paul B. Gridley
                                             -----------------------------------
                                  Title      President
                                             -----------------------------------

Accepted by

Fidelity Management Trust Company, as Trustee

By     Signed by Gary L. Yerke            Date     July 22, 1994
       ----------------------------------          -----------------------------

Title  Legal Counsel/Authorized Signatory
       ----------------------------------


                                       21
<PAGE>   22

                                 EXECUTION PAGE
                                (Employer's Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 24th day of June, 1994.


                                  Employer   Marine Transport Lines, Inc.
                                             -----------------------------------
                                  By         Signed by Peter N. Popov
                                             -----------------------------------

                                  Title      Secretary
                                             -----------------------------------


                                  Employer   Marine Transport Lines, Inc.
                                             -----------------------------------
                                  By         Signed by Paul B. Gridley
                                             -----------------------------------
                                  Title      President
                                             -----------------------------------

Accepted by

Fidelity Management Trust Company, as Trustee

By     Signed by Gary L. Yerke                Date June 21, 1994
       ----------------------------------          -----------------------------

Title  Legal Counsel/Authorized Signatory
       ----------------------------------


                                       22
<PAGE>   23

                                                                   Exhibit 10.17

                        The CORPORATEplan for Retirement

                         THE PROFIT SHARING/401(K) PLAN

                       FIDELITY BASIC PLAN DOCUMENT NO. 07
<PAGE>   24

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

ARTICLE 1
   ADOPTION AGREEMENT

ARTICLE 2
   DEFINITIONS

   2.01 - Definitions

ARTICLE 3
   PARTICIPATION

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

ARTICLE 4
   CONTRIBUTIONS

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

ARTICLE 5
   PARTICIPANTS' ACCOUNTS

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

ARTICLE 6
   INVESTMENT OF CONTRIBUTIONS

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


                                       2
<PAGE>   25

ARTICLE 7
   RIGHT TO BENEFITS

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

ARTICLE 8
   DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE

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

ARTICLE 9
   TOP-HEAVY PROVISIONS

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

ARTICLE 10
   AMENDMENT AND TERMINATION

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

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

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


                                       3
<PAGE>   26

   11.04 - Transfer of Assets from Trust

ARTICLE 12
   MISCELLANEOUS

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

ARTICLE 13
   PLAN ADMINISTRATION

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

ARTICLE 14
   TRUST AGREEMENT

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


                                        4
<PAGE>   27

Article 1. Adoption Agreement.

Article 2. Definitions.

2.01. Definitions.

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

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

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

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

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

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

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

            (7) "Compensation" shall mean

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

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

<PAGE>   28

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

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

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

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

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


                                       2
<PAGE>   29

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

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

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

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

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


                                       3
<PAGE>   30

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

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

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

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

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

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

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

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


                                       4
<PAGE>   31

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

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

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

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

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

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

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


                                       5
<PAGE>   32

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

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

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

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

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

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

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


                                       6
<PAGE>   33

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

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

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

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

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

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

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

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


                                       7
<PAGE>   34

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

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

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

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

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

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

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

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

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


                                       8
<PAGE>   35

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

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

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

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

                  In the case of an individual who is absent from work for
            maternity or paternity reasons, the 12-consecutive month period
            beginning on the first anniversary of the first date of such absence
            shall not constitute a break in service. For purposes of this
            paragraph, an absence from work for maternity or paternity reasons
            means an absence (A) by reason of the pregnancy of the individual,
            (B) by reason of the birth of a child of the individual, (C) by
            reason of the placement of a child with the individual in connection
            with the adoption of such child by such individual, or (D) for
            purposes of caring for such child for a period beginning immediately
            following such birth or placement.

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

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

Article 3.  Participation.

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


                                       9
<PAGE>   36

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

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

3.02. Resumption of Participation Following Reemployment. If a Participant
ceases to be an Employee and thereafter returns to the employ of the Employer he
will be treated as follows:

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

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

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

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


                                       10
<PAGE>   37

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

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

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

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

Article 4. Contributions.

4.01. Deferral Contributions.

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


                                       11
<PAGE>   38

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

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

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

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

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


                                       12
<PAGE>   39

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

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

4.02. Additional Limit on Deferral Contributions.

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

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

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

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

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


                                       13
<PAGE>   40

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

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

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

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

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

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

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

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

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


                                       14
<PAGE>   41

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

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

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

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

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

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


                                       15
<PAGE>   42

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

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

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

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

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

4.04 Limit on Matching Contributions and Employee Contributions:

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


                                       16
<PAGE>   43

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

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

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

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

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

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


                                       17
<PAGE>   44

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

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

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

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

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

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

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


                                       18
<PAGE>   45

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

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

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

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

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

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

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

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

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


                                       19
<PAGE>   46

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

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

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

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

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

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


                                       20
<PAGE>   47

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

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

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

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

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

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

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

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

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


                                       21
<PAGE>   48

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

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

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

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

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

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

4.08. Return of Employer Contributions. The Trustee shall, upon request by the
Employer, return to the Employer the amount (if any) determined under Section
14.22. Such amount shall be reduced by amounts attributable thereto which have
been credited to the Accounts of Participants who have since received
distributions from the Trust, except to the extent such amounts continue to be
credited to such Participants' Accounts at the time the amount is returned to
the Employer. Such amount shall also be reduced by the losses of the Trust
attributable thereto, if and to the extent such losses exceed the gains and
income attributable thereto, but will not be increased by the gains and income
of the Trust 


                                       22
<PAGE>   49

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

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

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

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

4.10. Rollover Contributions.

      (a) Rollover of Eligible Rollover Distributions

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

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

      (b) Treatment of Rollover Amount.


                                       23
<PAGE>   50

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

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

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

      (d) Monitoring of Rollovers.

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

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

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

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


                                       24
<PAGE>   51

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

Article 5. Participants' Accounts.

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

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

5.03. Code Section 415 Limitations. Notwithstanding any other provisions of the
Plan:

      Subsections (a)(1) through (a)(4)--(These subsections apply to Employers
who do not maintain any qualified plan, including a Welfare Benefit Fund, an
Individual Medical Account, or a simplified employee pension in addition to this
Plan.)

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

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


                                       25
<PAGE>   52

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

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

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

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

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

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

      Subsections (b)(1) through (b)(6)--(These subsections apply to Employers
who, in addition to this Plan, maintain one or more plans, all of which are
qualified Master or Prototype defined contribution Plans, any Welfare Benefit
Fund, any Individual Medical Account, or any simplified employee pension.)


                                       26
<PAGE>   53

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

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

            (B) any other limitation contained in this Plan.

      If the annual additions with respect to the Participant under other
      qualified Master or Prototype defined contribution Plans, Welfare Benefit
      Funds, Individual Medical Accounts, and simplified employee pensions
      maintained by the Employer are less than the maximum permissible amount
      and the Employer contribution that would otherwise be contributed or
      allocated to the Participant's account under this plan would cause the
      annual additions for the limitation year to exceed this limitation, the
      amount contributed or allocated will be reduced so that the annual
      additions under all such plans and funds for the limitation year will
      equal the maximum permissible amount. If the annual additions with respect
      to the Participant under such other qualified Master or Prototype defined
      contribution Plans, Welfare Benefit Funds, Individual Medical Accounts,
      and simplified employee pensions in the aggregate are equal to or greater
      than the maximum permissible amount, no amount will be contributed or
      allocated to the Participant's account under this plan for the limitation
      year.

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

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

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


                                       27
<PAGE>   54

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

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

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

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

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

      Subsection (c)--(This subsection applies only to Employers who, in
addition to this Plan, maintain one or more qualified plans which are qualified
defined contribution plans other than Master or Prototype Plans.)

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

      Subsection (d)--(This subsection applies only to Employers who, in
addition to this Plan, maintain or at any time maintained a qualified defined
benefit plan.)

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

      Subsections (e)(1) through (e)(11)--(Definitions.)

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

            (A) all Employer contributions,

            (B) all Employee Contributions,


                                       28
<PAGE>   55

            (C) all forfeitures,

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

            (E) allocations under a simplified employee pension.

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

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

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

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

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


                                       29
<PAGE>   56

      415(b)(1)(A) and 415(d) of the Code or 140 percent of the Participant's
      highest average Compensation for 3 consecutive calendar years of service
      during which the Participant was active in each such plan, including any
      adjustments under Section 415(b) of the Code. However, if the Participant
      was a participant as of the first day of the first Limitation Year
      beginning after December 31, 1986, in one or more defined benefit plans
      maintained by the Employer which were in existence on May 6, 1986 then the
      denominator of the Defined Benefit Fraction shall not be less than 125
      percent of the Participant's total accrued benefit as of the close of the
      last Limitation Year beginning before January 1, 1987, disregarding any
      changes in the terms and conditions of the plan after May 5, 1986, under
      all such defined benefit plans that met, individually and in the
      aggregate, the requirements of Section 415 of the Code for all Limitation
      Years beginning before January 1, 1987.

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

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

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


                                       30
<PAGE>   57

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

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

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

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

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

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

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

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


                                       31
<PAGE>   58

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

Article 6. Investment of Contributions.

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

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

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

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

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

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


                                       32
<PAGE>   59

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

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

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


Article 7. Right to Benefits.

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

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

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


                                       33
<PAGE>   60

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

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

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

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

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

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


                                       34
<PAGE>   61

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

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

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

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

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


                                       35
<PAGE>   62

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

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

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

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

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

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

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


                                       36
<PAGE>   63

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

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

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

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

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

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


                                       37
<PAGE>   64

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

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

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

      or

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

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

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

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

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

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


                                       38
<PAGE>   65

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

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

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

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

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

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

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

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


                                       39
<PAGE>   66

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

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

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

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

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

7.11. Prior Plan In-Service Distribution Rules. If designated by the Employer in
Section 1.11(b), a Participant shall be entitled to withdraw at anytime prior to
his termination of employment, subject to the provisions of Article 8 and the
prior plan, any vested Employer Contributions maintained in a Participant's
Account for the specified period of time.

Article 8. Distribution of Benefits Payable After Termination of Service.

8.01. Distribution of Benefits to Participants and Beneficiaries.

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


                                       40
<PAGE>   67

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

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

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

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

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

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


                                       41
<PAGE>   68

            distribution to a surviving spouse, an eligible retirement plan is
            an individual retirement account or individual retirement annuity.

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

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

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

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

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

8.03. Joint and Survivor Annuities/Preretirement Survivor Annuities.

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


                                       42
<PAGE>   69

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

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

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


                                       43
<PAGE>   70

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

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

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

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

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

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


                                       44
<PAGE>   71

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

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

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

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

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


                                       45
<PAGE>   72

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

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

      (b) Additional Requirements for Distributions After Death of Participant.

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

            Any amount paid to a child of the Participant will be treated as if
            it had been paid to the surviving spouse if the amount becomes
            payable to the surviving spouse when the child reaches the age of
            majority.

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

            (2) Distribution beginning after Death. If the Participant dies
            after distribution of his benefits has begun, distributions to the
            Participant's Beneficiary will be made at least as 


                                       46
<PAGE>   73

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

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

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

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

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

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


                                       47
<PAGE>   74

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

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

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

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

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

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

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


                                       48
<PAGE>   75

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

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

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

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

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

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

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

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

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

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

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


                                       49
<PAGE>   76

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

Article 9. Top-Heavy Provisions.

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

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

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

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

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


                                       50
<PAGE>   77

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

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

      (c) Top-Heavy Ratio.

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

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

            (3) For purposes of (1) and (2) above, the value of Accounts and the
            present value of accrued benefits will be determined as of the most
            recent Valuation Date that falls within or ends with the 12-month
            period ending on the Determination Date, except as provided in
            Section 416 of the Code and the regulations thereunder for the first
            and second plan years of a defined benefit plan. The Account and
            accrued benefits of a Participant 


                                       51
<PAGE>   78

            (A) who is not a Key Employee but who was a Key Employee in a prior
            year, or (B) who has not been credited with at least one Hour of
            Service with the Employer at any time during the 5-year period
            ending on the Determination Date, will be disregarded. The
            calculation of the Top-Heavy Ratio, and the extent to which
            distributions, rollovers, and transfers are taken into account,
            shall be made in accordance with Section 416 of the Code and the
            regulations thereunder. Deductible employee contributions shall not
            be taken into account for purposes of computing the Top-Heavy Ratio.
            When aggregating plans, the value of Accounts and accrued benefits
            shall be calculated with reference to the Determination Dates that
            fall within the same calendar year.

                  For purposes of determining if the Plan, or any other plan
            included in a Required Aggregation Group of which this Plan is a
            part, is a Top-Heavy Plan, the accrued benefit in a defined benefit
            plan of an Employee other than a Key Employee shall be determined
            under (i) the method, if any, that uniformly applies for accrual
            purposes under all plans maintained by the Employer, or (ii) if
            there is no such method, as if such benefit accrued not more rapidly
            than the slowest accrual rate permitted under the fractional accrual
            rate of Section 411(b)(1)(C) of the Code.

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

      (e) Required Aggregation Group.

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

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

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

      (g) Valuation Date. The Determination Date.

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

9.03. Minimum Contribution.


                                       52
<PAGE>   79

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

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

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

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

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

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

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


                                       53
<PAGE>   80

9.04. Adjustment to the Limitation on Contributions and Benefits. If this Plan
is in Top-Heavy status, the number 100 shall be substituted for the number 125
in subsections (e)(3) and (e)(4) of Section 5.03. However, this substitution
shall not take effect with respect to this Plan in any Plan Year in which the
following requirements are satisfied:

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

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

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

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

Article 10. Amendment and Termination.

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

      (a) Changes to Elections Contained in the Adoption Agreement. By filing
      with the Trustee an amended Adoption Agreement, executed by the Employer
      only, on which said Employer has indicated a change or changes in
      provisions previously elected by it. Such changes are to be effective on
      the effective date of such amended Adoption 


                                       54
<PAGE>   81

      Agreement except that retroactive changes to a previous election or
      elections pursuant to the regulations issued under Section 401(a)(4) of
      the Code shall be permitted. Any such change notwithstanding, no
      Participant's Account shall be reduced by such change below the amount to
      which the Participant would have been entitled if he had voluntarily left
      the employ of the Employer immediately prior to the date of the change.
      The Employer may from time to time make any amendment to the Plan that may
      be necessary to satisfy Sections 415 or 416 of the Code because of the
      required aggregation of multiple plans by completing overridingplan
      language in the Adoption Agreement. The Employer may also add certain
      model amendments published by the Internal Revenue Service which
      specifically provide that their adoption will not cause the Plan to be
      treated as an individually designed plan; or

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

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

10.03. Amendments Affecting Vested and/or Accrued Benefits.

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

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


                                       55
<PAGE>   82

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

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

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

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

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


                                       56
<PAGE>   83

Article 11. Amendment and Continuation of Predecessor Plan; Transfer of Funds to
            or from Other Qualified Plans.

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

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

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

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

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

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

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


                                       57
<PAGE>   84

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

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

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

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

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


                                       58
<PAGE>   85

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


                                       59
<PAGE>   86

Article 12. Miscellaneous.

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

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

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

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


                                       60
<PAGE>   87

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

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

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

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

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

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


                                       61
<PAGE>   88

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

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

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

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

Article 13. Plan Administration.

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

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

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

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

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

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

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

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

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

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


                                       62
<PAGE>   89

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

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

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

13.03. Claims and Review Procedures.

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

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


                                       63
<PAGE>   90

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

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

Article 14. Trust Agreement.

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

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

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

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


                                       64
<PAGE>   91

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       65
<PAGE>   92

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

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

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

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

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

14.09. Transfer of Assets from Trust. Subject to the provisions of the Plan, the
Employer may direct the Trustee to transfer all or a specified


                                       66
<PAGE>   93

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

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

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

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

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

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


                                       67
<PAGE>   94

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

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

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

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

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

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


                                       68
<PAGE>   95

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

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

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

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

14.16. Persons Dealing with the Trustee. No person dealing with the Trustee will
be bound to see to the application of any money or property paid or delivered to
the Trustee or to inquire into the validity or propriety of any transactions.

14.17. Resignation or Removal of Trustee. The Trustee may resign at any time by
written notice to the Employer, which resignation shall be effective 60 days
after delivery to the Employer. The Trustee may be removed by the Employer by
written notice to the Trustee, which removal shall be effective 60 days after
delivery to the Trustee.

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

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


                                       69
<PAGE>   96

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

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

14.18. Fiscal Year of the Trust. The fiscal year of the Trust will coincide with
the Plan Year.

14.19. Discharge of Duties by Fiduciaries. The Trustee and the Employer and any
other fiduciary shall discharge their duties under the Plan and this Trust
Agreement solely in the interests of Participants and their Beneficiaries in
accordance with the requirements of ERISA.

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

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

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


                                       70
<PAGE>   97

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

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

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


                                       71
<PAGE>   98

                                    ADDENDUM
                                       to
                          CORPORATEplan for Retirement
                         THE PROFIT SHARING/401(K) PLAN
                       FIDELITY BASIC PLAN DOCUMENT No. 07

                         Re: Retroactive Effective Dates

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

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

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

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

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

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

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

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

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

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

<PAGE>   99

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

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

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

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

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

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

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

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

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

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

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


                                       2
<PAGE>   100

                        CORPORATEplan for Retirement(SM)
                           Profit Sharing/401(k) Plan

                       Fidelity Basic Plan Document No. 07
                                  Amendment One

Section 2.01(a)(7) "Compensation" is amended to include:

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

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

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

Section 8.01(d) "Distribution of Benefits to Participants and Beneficiaries" is
amended to include:

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

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


                                       3
<PAGE>   101

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


                                       4
<PAGE>   102

                               Model Amendment to
                      The CORPORATEplan FOR RETIREMENT(SM)

                          PROFIT SHARING / 401 (k) PLAN
                                (Document No. 07)

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

      Notwithstanding any provision of this plan to the contrary, to the extent
any optional form of benefit under this plan permits a distribution prior to the
employee's retirement, death, disability, or severance from employment, and
prior to plan termination, the optional form of benefit is not available with
respect to benefits attributable to assets (including the post-transfer earnings
thereon) and liabilities that are transferred, within the meaning of ss. 414 (1)
of the Internal Revenue Code, to this plan from a money purchase pension plan
qualified under ss. 401(a) of the Internal Revenue Code (other than any portion
of those assets and liabilities attributable to voluntary employee
contributions).


                                       5
<PAGE>   103

                        CORPORATEplan for Retirement(SM)
                           Profit Sharing/401(k) Plan

                       Fidelity Basic Plan Document No. 07
                                  Amendment Two

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

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


                                       6
<PAGE>   104
                            SUMMARY PLAN DESCRIPTION


                 MARINE TRANSPORT LINES, INC. SALARIED EMPLOYEES
                             RETIREMENT INCOME PLAN


                                     [LOGO]
<PAGE>   105
                            SUMMARY PLAN DESCRIPTION


                 MARINE TRANSPORT LINES, INC. SALARIED EMPLOYEES
                             RETIREMENT INCOME PLAN





     MARINE TRANSPORT LINES, INC. SALARIED EMPLOYEES RETIREMENT INCOME PLAN

<TABLE>
<S>                                                                                               <C>
I. BASIC PLAN INFORMATION.......................................................................   1
         A. Account.............................................................................   2
         B. Employer............................................................................   2
         C. Participant.........................................................................   2
         D. Plan Administrator..................................................................   2
         E. Plan Number.........................................................................   2
         F. Plan Qualification..................................................................   2
         G. Plan Year...........................................................................   2
         H. Service of Process..................................................................   2
         I. Trust Fund..........................................................................   2
         J. Trustee.............................................................................   3
                                                                                                  
II. PARTICIPATION...............................................................................   3
         A. Eligibility Requirements............................................................   3
                                                                                                  
III. CONTRIBUTIONS..............................................................................   3
         A. Employee Pretax Contributions.......................................................   4
         B. Employee After-Tax Contributions....................................................   5
         C. Employer Matching Contributions.....................................................   5
         D. Employer Contributions..............................................................   5
         E. Limit on Contributions..............................................................   5
         F. Rollover Contributions..............................................................   5
                                                                                                  
IV. INVESTMENTS.................................................................................   6
         A. Investments.........................................................................   7
         B. Statement of Account................................................................   8
                                                                                                  
V. VESTING......................................................................................   9
                                                                                                  
VII. HARDSHIP WITHDRAWALS.......................................................................  10
                                                                                                  
VIII. IN-SERVICE WITHDRAWALS....................................................................  11
</TABLE>
                                                                               
<PAGE>   106


<TABLE>
<S>                                                                                               <C>
         A. Withdrawals After Age 59-1/2........................................................  11
                                                                                                  
IX. TOTAL DISTRIBUTION OF BENEFITS..............................................................  11
         A. Benefit on Termination of Employment................................................  12
         B. Death Benefit.......................................................................  12
         C. Retirement Benefit..................................................................  12
         D. Payment and Form of Benefits........................................................  12
                                                                                                  
X. MISCELLANEOUS INFORMATION....................................................................  14
         A. Benefits Not Insured by PBGC........................................................  15
         B. Nontransferable Account.............................................................  15
         C. Plan Amendment......................................................................  15
         D. Plan Termination....................................................................  15
         E. Interpretation of Plan..............................................................  15
                                                                                                  
XI. INTERNAL REVENUE SERVICE TEST...............................................................  15
         A. Non-Discrimination Test.............................................................  16
         B. Top Heavy Test......................................................................  16
                                                                                                  
XII. PARTICIPANT RIGHTS.........................................................................  16
         A. Claims..............................................................................  17
         B. Statement of ERISA Rights...........................................................  17
</TABLE>                                                                       
                                                                               
<PAGE>   107
                            SUMMARY PLAN DESCRIPTION

     MARINE TRANSPORT LINES, INC. SALARIED EMPLOYEES RETIREMENT INCOME PLAN



The Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan (the
'Plan') of Marine Transport Lines, Inc. (the 'Employer') has been amended as of
October 1, 1994 (the 'Effective Date'). This Plan is intended to be a qualified
retirement plan under the Internal Revenue Code.

The purpose of the Plan is to enable eligible Employees to save for retirement.
It may also provide certain benefits in the event of death, disability, or other
termination of employment. The Plan is for the exclusive benefit of eligible
Employees and their beneficiaries.

This booklet is called a Summary Plan Description (SPD) and it contains a
summary in understandable language of your rights and benefits under the Plan.
If you have difficulty understanding any part of this SPD, you should contact
the Plan Administrator identified on page two during normal business hours for
assistance.

This SPD is a brief description of the Plan and Trust Agreement (Plan Document).
It is not meant to interpret, extend or change the Plan Document in any way. A
copy of the Plan Document is on file with the Plan Administrator and may be read
by any Employee at any reasonable time. The Plan Document shall govern in the
event of any discrepancy between this SPD and the actual provisions of the Plan.


--------------------------------------------------------------------------------
Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan         1
<PAGE>   108
                            I. BASIC PLAN INFORMATION


A.    ACCOUNT

This is an Account established by the Trustee for the purpose of recording
contributions made on your behalf and any income, expenses, gains or losses
thereon. It may also be referred to as 'Account' balance.


B.    EMPLOYER

The name, address and business telephone number of the Employer is:

         Marine Transport Lines, Inc.
         1200 Harbor Blvd.
         Weehawken, NJ  07087-0901
         (201) 330-0200

The Employer's Identification Number is 51-0115513.


C.    PARTICIPANT

A participant is an eligible Employee who has satisfied the eligibility and
entry date requirements and is eligible to participate in the Plan.


D.    PLAN ADMINISTRATOR

The Plan Administrator is responsible for the administration of the Plan. The
Plan Administrator's duties are specifically identified in the Plan Document.
The name, address and business telephone number of the Plan Administrator is:

         Marine Transport Lines, Inc.
         1200 Harbor Blvd.
         Weehawken, NJ  07087-0901
         (201) 330-0200


E.    PLAN NUMBER

The Plan number is 001.


F.    PLAN QUALIFICATION

The Employer intends to request an individual Determination Letter from the
Internal Revenue Service for the qualification of the Plan.


G.    PLAN YEAR

The Plan Year is the twelve-month period ending on the last day of December.


H.    SERVICE OF PROCESS

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


I.    TRUST FUND

The Plan is administered under a trust fund arrangement. There is a written Plan
and Trust Agreement entered into between the Trustee and the Employer.


--------------------------------------------------------------------------------
Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan         2
<PAGE>   109
J.    TRUSTEE

The trustee is responsible for holding the Plan assets. The trustee's duties are
specifically identified in the Plan Document and relate only to the assets in
its possession. The name and address of the Plan's Trustee is:

         Fidelity Management Trust Company
         82 Devonshire Street, L10A
         Boston, MA 02109.







                                II. PARTICIPATION





A.    ELIGIBILITY REQUIREMENTS

You are eligible to participate in the Plan if you are an Employee of the
Employer. You will become eligible to participate in the Plan on the first day
of the following month. However, if you are employed as of October 1, 1994 then
you will become eligible to participate on that date.


--------------------------------------------------------------------------------
Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan         3
<PAGE>   110
                               III. CONTRIBUTIONS


For purposes of computing contributions under the Plan, as listed below, your
Employer must first define 'compensation'. Eligible compensation generally means
the taxable compensation for a Plan Year reportable by your Employer on your IRS
Form W-2 for a Plan Year. Your compensation will also include any Employee
pretax contributions you made under the Plan and any salary reductions you made
under your Employer's cafeteria plan, 401(k) plan or other similar plan, if any.
Compensation does not include any taxable fringe benefits or taxable Employee
moving and other expense reimbursements reportable on your annual IRS Form W-2.
Compensation for your first year of eligible Plan participation will be based
upon compensation paid for the entire Plan Year. Tax laws limit the amount of
compensation that may be taken into account each Plan Year and the maximum
amount for the 1999 Plan Year is $160,000 (this amount is subject to adjustment
each year).


A.    EMPLOYEE PRETAX CONTRIBUTIONS

(1).     REGULAR CONTRIBUTIONS

         You may elect to contribute a percentage of your eligible compensation
         into the Plan after you satisfy the Plan's eligibility requirements.
         The percentage of your compensation you elect will be withheld from
         each payroll on a pretax basis and contributed to the Plan on your
         behalf. You may defer, in whole percentages, up to an annual maximum of
         the lesser of 15% of eligible compensation or $10,000 in a calendar
         year (in 1999 and thereafter as adjusted by the Secretary of the
         Treasury). Your Employee pretax contributions belong to you and cannot
         be forfeited for any reason. However, there are special Internal
         Revenue Code rules which must be satisfied and may require that the
         amount of your contributions be reduced. If a reduction in your
         contribution is necessary, you will be notified by the Plan
         Administrator. You may increase or decrease the amount you contribute
         as of the first day of each month. You may completely suspend your
         contributions with sufficient notice to the Plan Administrator.
         Thereafter, if you want to resume your Employee pretax contributions as
         of January 1 and July 1, you must complete a new election form.

(2).     BONUS CONTRIBUTIONS

         You may make Employee pretax contributions on any Employer-paid bonus.
         You may defer a whole percentage from 1 to 100% of any bonus designated
         by the Employer into the Plan on a pretax basis by completing a special
         election form. The total amount of your bonus, catch up and Employee
         pretax contributions for the Plan Year may not exceed 15% of your
         eligible compensation or other applicable Internal Revenue Code limits.
         The Employer may refuse to accept any or all of your bonus contribution
         if it will have an adverse effect on the Plan's Non-Discrimination
         Test.

(3).     CATCH UP CONTRIBUTIONS

         You may make 'catch up' Employee pretax contributions in December. You
         may defer a whole percentage between 1 to 100% of your eligible
         compensation in December into the Plan on a pretax basis by completing
         a special election form. The total amount of your catch up, bonus, and
         Employee pretax contributions for the Plan Year may not exceed 15% of
         your eligible compensation or other applicable Internal Revenue Code
         limits. The Employer may refuse to accept any or all of your catch up
         contribution if it will have an adverse effect on the Plan's
         Non-Discrimination Test.


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<PAGE>   111
B.    EMPLOYEE AFTER-TAX CONTRIBUTIONS

After you satisfy the Plan's eligibility requirements, you may elect to
contribute a percentage of your compensation into the Plan on an after-tax
basis. You may contribute, in whole percentages, up to an annual maximum of 10%
of eligible compensation. However, there are special Internal Revenue Code rules
which must be satisfied and the maximum may be a lower percentage. If a
reduction in your contribution is necessary, you will be notified by the Plan
Administrator. The Employer may refuse to accept your after-tax contributions if
they will have an adverse effect on the Plan's Non-Discrimination Test. Your
after-tax contributions belong to you and cannot be forfeited for any reason.


C. EMPLOYER MATCHING CONTRIBUTIONS

Each Plan Year the Employer will make matching contributions in an amount equal
to 100% of your employee pretax contributions but subject to a maximum of 3% of
your eligible compensation contributed to the Plan. You become eligible for the
matching contribution only if you make a pretax Employee contribution.


D.    EMPLOYER CONTRIBUTIONS

After you satisfy the Plan's eligibility requirements, the Employer will make
profit sharing contributions in an amount equal to 3%. Additionally, the
Employer may make annual discretionary profit sharing contributions in an amount
to be determined at Plan Year-end by the Board of Directors Profit sharing
contributions will be allocated in the ratio that your eligible compensation
bears to the total compensation paid to all eligible participants for the Plan
Year. You must be employed as of the last day of the Plan Year to be eligible
for any profit sharing contributions that may be made for that Plan Year.
Employer contributions must be made within prescribed legal time limits.


E.    LIMIT ON CONTRIBUTIONS

Federal law requires that amounts contributed by you and on your behalf by your
Employer for a given limitation year generally may not exceed the lesser of:

         -        $30,000 (or such amount as may be prescribed by the Secretary
                  of the Treasury); or

         -        25% of your annual compensation, excluding any salary
                  reductions to an employer sponsored cafeteria plan, a 401(k)
                  plan, a simplified employee pension or a tax-deferred annuity.

Contributions under this Plan may not exceed the above limits. If this does
occur then excess contributions in your Account may be forfeited or refunded to
you. Income tax consequences may apply to you on any refund. You will be
notified by the Plan Administrator if you will be subject to reduced
contributions on your behalf.

The limitation year for purposes of applying the above limits is the twelve
month period ending December 31. Rollover contributions are not included in the
limits on Employee and Employer contributions.


F.    ROLLOVER CONTRIBUTIONS

You can rollover part or all of an 'eligible rollover distribution' you received
from a prior employer's qualified plan, if allowed by the Plan Administrator.
(The Plan Administrator reserves the right to refuse to accept any rollover
contribution.) Alternatively, you may rollover a distribution you received from
a rollover Individual Retirement Account (IRA) which consisted solely of an
eligible rollover distribution and earnings thereon. If the rollover to the Plan
is not a direct rollover (i.e. you received a cash distribution from your prior
employer's plan or from your rollover IRA), then it must be received by the
Trustee within 60 DAYS of your receipt of the distribution.


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<PAGE>   112
You may make a rollover contribution to the Plan before becoming a Participant.
However, you will not become a Participant entitled to make Employee pretax
contributions and share in Employer contributions until you have met the Plan's
eligibility and entry date requirements. Your rollover contribution Account will
be subject to the terms of this Plan and will always be fully vested and
nonforfeitable.


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<PAGE>   113
                                 IV. INVESTMENTS





A.    INVESTMENTS

The Employee Retirement Income Security Act of 1974 (ERISA) imposes certain
duties on the parties who are responsible for the operation of the plan. These
parties, called fiduciaries, have a duty to invest plan assets in a prudent
manner. However, an exception exists for plans which comply with ERISA Section
404(c) and permit a participant to exercise control over the assets in his/her
Account and choose from a broad range of investment alternatives. This Plan is
intended to be a Section 404(c) plan. This means that you and not the Plan
fiduciaries are responsible for the investment decisions relating to the assets
in your individual Account under the Plan.

You will have the opportunity to direct the investments of your Account among
the following Fidelity Investments Funds (the Fidelity Fund Number assigned to
each fund is identified in parentheses):

1.       Fidelity Retirement Government Money Market Portfolio  (0631)

             Objective:    Seeks a high current income, preservation of capital,
                           and liquidity from money market instruments issued by
                           the U.S. Government or its agencies.

2.       Managed Income Portfolio  (0632)

             Objective:    Seeks the preservation of capital and high current
                           income from GIC's, BIC's and money market
                           instruments.

3.       Fidelity Investment Grade Bond Fund  (0026)

             Objective:    Seeks a high current income consistent with
                           reasonable investment risk. The Fund also seeks
                           capital appreciation where appropriate.

4        Fidelity Growth  & Income Portfolio  (0027)

             Objective:    Seeks high total return through a combination of
                           current income and capital appreciation. Invests
                           mainly in equity securities of companies that pay
                           current dividends and offer potential growth of
                           earnings.

5.       Fidelity Growth Company Fund  (0025)

             Objective:    Seeks long-term capital appreciation through
                           investments in companies with above-average growth
                           potential.

6.       Fidelity Magellan Fund  (0021)

             Objective:    Seeks growth of capital through investments in common
                           stocks or securities convertible into common stocks.

7.       Fidelity Global Bond  Fund  (0451)

             Objective:    Seeks high total return by investing principally in
                           debt securities issued anywhere in the world.

8.       Fidelity Overseas  Fund  (0094)

             Objective:    Long-term capital appreciation; invests mainly in
                           foreign securities of issuers whose principal
                           activities are outside of the U.S.

9.       Fidelity Puritan Fund  (0004)

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<PAGE>   114
             Objective:    High income consistent with preservation of capital;
                           invests in a broadly diversified portfolio of
                           high-yeilding common stocks, preferred stocks, and
                           bonds of any quality.

10.      Fidelity Contrafund  (0022)

             Objective:    Capital appreciation; a broad -based stock fund that
                           seeks out undervalued or out-of-favor companies both
                           in the U.S. and abroad.

11.      Fidelity  Low-Priced Stock  (0316)

             Objective:    Capital appreciation; invests mainly in a portfolio
                           of low-priced stocks ($25 or less at time of
                           purchase) that may be undervalued,overlooked or
                           out-of-favor.

12.      Spartan U.S. Equity Index Portfolio  (0650)

             Objective:    Seeks investment results that correspond to the total
                           return performance of the Standard and Poor's 500
                           Index by duplicating the investment composition.



You may obtain a prospectus or financial report for each of the above mutual
funds by calling Fidelity at 1-800-544-8888. You may redirect the investment of
your future contributions or exchange your existing Account balance among the
above Fidelity mutual funds by calling 1-800-835-5097 on any business day
between 8:30 AM (ET) and 8:00 PM (ET). Exchanges of your existing Account
balance may only be made . You may call this same number 24 hours per day, seven
days per week to check Account balances, prices or yields. All telephone calls
will be recorded. You have the right to vote any mutual funds proxies based on
the number of shares you own.

Exchanges requested before 4:00 PM (ET) will be processed on that same business
day based on the closing price of the mutual fund. Exchanges requested after
4:00 PM (ET) will be processed based on the next business day's closing price of
the mutual fund. The minimum exchange is the lesser of $250 or 100% of your
Account balance in the mutual fund. If your exchange is less than $250 then it
may only be exchanged into one mutual fund. A written confirmation of your
exchange will be mailed to you within seven business days. Fidelity reserves the
right to change, restrict, or terminate participant exchange procedures to
protect mutual fund shareholders.

Exchanges from the Managed Income Portfolio* to certain bond or money market
funds (considered "competing funds"), must first be exchanged to an option that
is "non-competing", such as an equity mutual fund. After 90-days, you can then
exchange to a "competing fund". Please contact your Plan Administrator or a
Fidelity Participant Services Group representative at 1-800-835-5097 for more
information.



* The Managed Income Portfolio is not a mutual fund, but it is a commingled pool
of the Fidelity Group Trust for Employee Benefit Plan. It is managed by Fidelity
Management Trust Company.


B.    STATEMENT OF ACCOUNT

Your Account will be updated each business day to reflect any investment
earnings or losses on each Fidelity Investments mutual fund. A quarterly
statement disclosing the value of your Account will be mailed to you within 20
days of the following dates: January 31, April 30, July 31 and October 31


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<PAGE>   115
                                   V. VESTING


The term 'vesting' refers to your nonforfeitable right to the money in your
Account. You receive vesting credit for the number of year(s) that you have
worked for the Employer and any other legally related Employer. If you terminate
your employment with the Employer, then you may be able to receive a portion or
all of your Account based on your vested percentage. You are always 100% vested
in your own Employee pretax Account, after-tax Account, Employer match, Employer
profit sharing contribution Account, rollover Account and earnings thereon.







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<PAGE>   116
                            VII. HARDSHIP WITHDRAWALS

If approved by the Plan Administrator, you may withdraw your Employee pretax
contributions, and rollover contributions if applicable, to satisfy any of the
following immediate and heavy financial needs: (1) unreimbursed medical expenses
for you, your spouse, children or dependents; (2) the purchase of your principal
residence; (3) to prevent your eviction from or foreclosure on your principal
residence; or (4) to pay for post-secondary education expenses for you, your
spouse, children or dependents for the next twelve months.

In accordance with Internal Revenue Service regulations you must first withdraw
your Employee after-tax contributions Account and exhaust all other assets
available to you prior to obtaining a hardship withdrawal. This includes
obtaining a withdrawal of any Employee after-tax contribution in your Account
and a loan from any other qualified plan maintained by your Employer. Your
Employee pretax contributions to this Plan and any other Employer-sponsored
qualified or non-qualified plan will be suspended for twelve months after your
receipt of the hardship withdrawal. If you are married your spouse's consent
will be required on the hardship withdrawal form. Your spouse's consent must be
witnessed by a Plan representative or a Notary Public. The minimum hardship
withdrawal is $1,000.

The Plan Administrator will provide you with the appropriate form upon request.
Hardship withdrawals will be withdrawn from available investment options in the
order established by the Trustee. Consult your Plan Administrator for more
information.

You will be taxed on the amount of any hardship withdrawal under Internal
Revenue Code rules and a 10% IRS premature distribution penalty tax may also be
imposed on your withdrawal. Your hardship withdrawal will also be subject to the
mandatory 20% Federal income tax withholding. You should refer to the 'Total
Distribution of Benefits' section of this SPD.


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<PAGE>   117
                          VIII. IN-SERVICE WITHDRAWALS


A.    WITHDRAWALS AFTER AGE 59-1/2

If you have reached age 59-1/2 then you may elect to withdraw all or a portion
of your entire Account while you are still employed by your Employer. The Plan
Administrator will provide you with the appropriate form upon request.


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<PAGE>   118
                       IX. TOTAL DISTRIBUTION OF BENEFITS


A.    BENEFIT ON TERMINATION OF EMPLOYMENT

If you terminate your employment with your Employer, then you may elect to
receive a distribution of your vested Account balance from the Plan. You should
contact the Plan Administrator to obtain the appropriate form to complete to
request a distribution.


B.    DEATH BENEFIT

If you die while a Participant in the Plan or before any or all benefits are
paid to you, then your beneficiary or beneficiaries will be entitled to receive
your Account balance. You may designate a beneficiary or beneficiaries on a
designation form. The completed beneficiary designation form must be filed with
the Plan Administrator. If you are married and want to designate someone other
than your spouse as your primary beneficiary, then your spouse must consent to
this designation by signing the form. His/her signature must be witnessed by a
Plan representative or a Notary Public. You should contact the Plan
Administrator to obtain a beneficiary designation form.




C.    RETIREMENT BENEFIT

You do not have to terminate your employment with your Employer just because you
attain your early retirement age of 55 or you attain your normal retirement age
of 65.


D.    PAYMENT AND FORM OF BENEFITS

The Plan is designed to provide you with benefits at the time of your
retirement. However, if your employment with your Employer is terminated because
of death, disability, retirement, or for any other reason, then you may request
a distribution of your vested Account balance upon proper written direction
delivered to the Plan Administrator. You should contact the Plan Administrator
to obtain the appropriate form to request a distribution and a copy of the
'Special Tax Notice Regarding Plan Payments'. Even if your employment with the
Employer has not terminated, the Plan Administrator will direct the Trustee to
begin distributions to you no later than April 1 of the calendar year after you
attain the age of 70-1/2.

The Plan Administrator will direct the Trustee to make a lump sum distribution
to you if you terminate your employment and your vested Account balance is less
than $5,000 regardless of whether you request the distribution. Your written
consent and your spouse's written consent will be required for any distribution
before age 65 if your vested Account balance is greater than $5,000. Properly
authorized distribution requests will be processed by the Trustee on a monthly
basis. The following forms of benefits are available under the Plan:

-        LUMP SUM DISTRIBUTIONS

             Your entire vested Account balance will be paid to you within one
             calendar year. If your vested Account balance is greater than
             $5,000 and you are a married Participant, spousal consent for a
             lump sum distribution will be required on the Payout Request Form.
             The consent must be witnessed by a Plan representative or a Notary
             Public.

-        INSTALLMENT DISTRIBUTIONS

             Your vested Account balance will be paid to you in periodic
             payments if your Account balance is greater than $5,000. If you are
             a married Participant, spousal consent for an installment
             distribution will be required on the Payout Request Form and must
             be witnessed by a Plan representative or a Notary Public.

-        PURCHASE OF AN ANNUITY


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Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan        12
<PAGE>   119
             The normal form of payment under this Plan is an annuity. This
             means that your vested Account balance as of your annuity starting
             date will be used to purchase a life annuity contract from an
             insurance company if you are single, or a qualified joint and
             survivor annuity if you are married. (The annuity starting date is
             the date that is ninety days prior to the initial annuity payment.)
             The insurance company will make monthly payments to you for your
             life based upon the type of annuity purchased. Upon your death,
             your spouse, if he/she is still living at your death, will receive
             50% of the monthly amount you received. The annuity will stop once
             your spouse dies and all payments will cease.

             You may choose a form of payment other than the annuity only upon
             proper election by you and your spouse, if applicable. Any election
             to waive the qualified joint and survivor annuity must be made in
             writing by you and your spouse. Your spouse's signature must be
             witnessed by a Plan representative or a Notary Public. You may
             obtain the appropriate waiver election form from the Plan
             Administrator.

             If you are 35 or older and die while you are still employed by the
             Employer then your surviving spouse will be entitled to a qualified
             pre-retirement survivor annuity. Your Account balance may be used
             to purchase an annuity contract from an insurance company. Monthly
             benefit payments will then be made from the insurance company
             directly to your spouse for his/her lifetime. You and your spouse
             may waive the qualified pre-retirement survivor annuity upon proper
             election and choose another form of payment or another beneficiary.
             Any waiver must be made in writing by you and your spouse. Your
             spouse's signature must be witnessed by a Plan representative or a
             Notary Public. You can obtain the appropriate waiver election form
             from the Plan Administrator.

Lump sum distributions and in certain situations installment distributions will
be subject to the following rules:

     (1).    CASH DISTRIBUTION

             Any taxable distribution paid by the Trustee directly to you will
             be subject to mandatory Federal income tax withholding of 20% of
             the requested distribution. You will receive 80% of the taxable
             distribution and the other 20% will be sent to the IRS as Federal
             income tax withholding for that year. You cannot elect out of this
             tax withholding. This withholding is not a penalty but rather a
             prepayment of your Federal income taxes.

             You may rollover the taxable distribution you receive to an IRA or
             your new employer's qualified Plan, if it accepts rollover
             contributions. However, you must rollover this distribution within
             60 DAYS after receipt. You will not be taxed on any amounts rolled
             over directly into the IRA or your new employer's qualified Plan
             until those amounts are later distributed to you.

     (2).    DIRECT ROLLOVER DISTRIBUTION

             As an alternative to a cash distribution, you may request that your
             entire distribution be rolled directly into a Fidelity IRA, a
             non-Fidelity IRA or to your new employer's qualified plan if it
             accepts rollover contributions. Federal income taxes will not be
             withheld on any direct rollover distribution.

             (a).    Rollover to a Fidelity IRA - You must complete a Fidelity
                     'SEE' Rollover IRA application. Attach this application to
                     the completed Payout form. After authorizing your
                     distribution, the Plan Administrator will forward this
                     material to the Trustee. Your vested Account balance will
                     be transferred to a Fidelity Rollover IRA.


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Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan        13
<PAGE>   120
             (b).    Rollover to a Non-Fidelity IRA - You must complete a Payout
                     form and indicate the name and address of the custodian or
                     trustee, and Account number for your IRA. After authorizing
                     your distribution, the Plan Administrator will forward the
                     form to the Trustee. A check will be issued by the Trustee
                     payable to the IRA custodian or trustee for your benefit.
                     The check will contain the notation 'Direct Rollover' and
                     it will be mailed directly to you. You will be responsible
                     for forwarding it on to the custodian or trustee. You must
                     provide the Plan Administrator with complete information to
                     facilitate your direct rollover distribution.

             (c).    Rollover to your New Employer's Qualified Plan - You
                     should check with your new employer to determine if
                     its plan will accept rollover contributions. If
                     allowed, then you must complete a Payout form and
                     indicate the name, address and plan number of your
                     new employer's qualified plan. After authorizing your
                     distribution, the Plan Administrator will forward the
                     form to the Trustee. A check will be issued by the
                     Trustee payable to the trustee of your new employer's
                     qualified plan. The check will contain the notation
                     'Direct Rollover' and it will be mailed directly to
                     you. You will be responsible for forwarding it on to
                     the new trustee. You must provide the Plan
                     Administrator with complete information to facilitate
                     your direct rollover distribution.
                     
     (3).    COMBINATION CASH DISTRIBUTION AND DIRECT ROLLOVER DISTRIBUTION

             You may request that part of your distribution be paid directly to
             you and the balance to be rolled into an IRA or your new employer's
             qualified Plan. Any cash distribution you receive will be subject
             to the Federal income tax withholding rules referred to in (1). Any
             direct rollover distribution will be made in accordance with (2).

             You will pay income tax on the amount of any taxable distribution
             you receive from the Plan unless it is rolled into an IRA or your
             new employer's qualified Plan. A 10% IRS premature distribution
             penalty tax may also apply to your taxable distribution unless it
             is rolled into an IRA or another qualified plan. The 20% Federal
             income tax withheld under this section may not cover your entire
             income tax liability. Consult with your tax advisor for further 
             details.


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<PAGE>   121
                          X. MISCELLANEOUS INFORMATION


A.    BENEFITS NOT INSURED BY PBGC

Benefits provided by the Plan are not insured or guaranteed by the Pension
Benefit Guaranty Corporation (PBGC) under Title IV of the Employee Retirement
Income Security Act of 1974 (ERISA) because the insurance provisions under ERISA
are not applicable to this particular Plan. You will only be entitled to the
vested benefits in your Account based upon the provisions of the Plan.


B.    NONTRANSFERABLE ACCOUNT

Your Account may not be transferred, assigned or used as collateral for a loan
except to the extent required by law. Creditors may not attach, garnish or
otherwise interfere with your Account balance except in the case of a Qualified
Domestic Relations Order (QDRO). A QDRO is a special order issued by the court
in a divorce, child support or similar proceeding. In this situation, your
spouse (or former spouse) or someone other than you or your beneficiary, may be
entitled to a portion or all of your Account balance.


C.    PLAN AMENDMENT

Certain provisions of the Plan are subject to amendment by the Employer that may
directly or indirectly modify certain Plan rights and benefits. Any amendment
changing the vesting schedule cannot reduce the existing vested percentage of
your Account balance derived from Employer contributions. If you have three or
more years of service with the Employer and the vesting schedule is amended then
you will be given a choice to have the vested percentage of future Employer
contributions made to your Account computed under the new or the old vesting
schedule. The Plan Administrator will provide you with the appropriate
information to make an informed decision if the Plan's vesting schedule is
amended.


D.    PLAN TERMINATION

The Employer has no legal or contractual obligation to make annual contributions
to or to continue the Plan. With the approval of the Board of Directors, the
Employer may at any time reduce or suspend its contributions, if applicable. In
the event the Plan should terminate, the Plan Administrator will facilitate the
distribution of Account balances under the provisions of the Plan and Trust
Agreement until all assets have been distributed by the Trustee. While the
Employer intends to continue the Plan, it reserves the right to change or
terminate the Plan at any time as circumstances may dictate.


E.    INTERPRETATION OF PLAN

The Plan Administrator has the power and discretionary authority to construe the
terms of the Plan and to determine all questions that arise under it. Such power
and authority include, for example, the administrative discretion necessary to
resolve issues with respect to an Employee's eligibility for benefits, credited
services, disability, and retirement, or to interpret any other term contained
in Plan documents. The Plan Administrator's interpretations and determinations
are binding on all participants, employees, former employees, and their
beneficiaries.


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<PAGE>   122
                        XI. INTERNAL REVENUE SERVICE TEST


A.    NON-DISCRIMINATION TEST

Your Plan is intended to qualify under Section 401(k) of the Internal Revenue
Code. The Internal Revenue Service requires the Plan to meet special
non-discrimination test as of the last day of each Plan Year. This test is
intended to ensure that there is a fair level of participation by all eligible
participants.

In order to meet the test, the Employer encourages participation from all
eligible Employees. Depending upon the results of the test, the Plan
Administrator may have to refund Employee pretax contributions contributed to
the Plan to certain highly compensated employees, as determined under Internal
Revenue Service regulations. Employee pretax contributions will be refunded on a
prorata basis from each investment option. You will be notified by the Plan
Administrator if any of your contributions will be refunded to you.


B.    TOP HEAVY TEST

The Plan is subject to strict Internal Revenue Service rules. One of these rules
involves a 'Top-Heavy' test. Each Plan Year, the Plan Administrator tests this
Plan together with all other Employer-sponsored qualified plans to make sure
that no more than 60% of the benefits are for 'Key' Employees. If this Plan is
Top-Heavy, then the Employer may be required to make minimum annual
contributions to this Plan for you if you are employed as of Plan Year-end.


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<PAGE>   123
                             XII. PARTICIPANT RIGHTS


A.    CLAIMS

     (1).    CLAIM PROCEDURE

             You or your Beneficiary should make a request to obtain any
             benefits you are entitled to under the Plan in the event of your
             termination of employment. The Plan Administrator will provide you
             with a request form to complete. Your request will be considered a
             claim and will be subject to a full and fair review by the Plan
             Administrator. If your claim is wholly or partially denied by the
             Plan Administrator then you may appeal it in accordance with the
             claim review procedure.

     (2).    CLAIM REVIEW PROCEDURE

             You or your Beneficiary may file a claim for benefits under the
             Plan with the Plan Administrator on a form supplied by the
             Employer. The Plan Administrator will provide you with written
             notice of the disposition of your claim within 90 days after it has
             been filed (or, in certain circumstances, within 180 days). In the
             event the claim is denied then the reasons shall be disclosed
             and/or provisions of the Plan shall be cited as appropriate.

             You or your Beneficiary upon request to the Plan Administrator may
             appeal the denial of your claim. If you wish further consideration
             of your position then you must provide the Plan Administrator with
             a written request for a hearing. You must also provide a detailed
             written statement of your position for your claim and file it with
             the Plan Administrator no later than 60 days after requesting a
             hearing. The Plan Administrator shall make a decision on your claim
             and it will be communicated to you in writing within 60 days (or,
             in certain circumstances, within 120 days). It will advise you if
             you have any right to appeal the decision.


B.    STATEMENT OF ERISA RIGHTS

As a participant in this Plan you are entitled to certain rights and protections
under ERISA that provides that all Plan Participants shall be entitled to the
following:

     -       Examine, without charge, at the Plan Administrator's office and at
             other specified locations such as work sites and union halls, all
             Plan Documents, including insurance contracts, collective
             bargaining agreements and copies of all documents filed by the Plan
             with the U.S. Department of Labor, such as detailed annual reports
             and Plan descriptions.

     -       Obtain copies of all Plan Documents and other Plan information upon
             written request to the Plan Administrator; the Plan Administrator
             may make a reasonable charge for the copies.

     -       Receive a summary of the Plan's annual financial report. The Plan
             Administrator is required by law to furnish you with a copy of this
             summary annual report.

     -       Obtain a statement of your Account under the Plan. You must direct
             this request in writing to the Plan Administrator. You may request
             a statement only once a year and the Plan must provide the
             statement free of charge.

In addition to creating rights for Plan Participants, ERISA imposes duties upon
the people who are responsible for the operation of the employee benefit plan.
The people who operate your Plan, called 'fiduciaries' of the Plan, have a duty
to do so prudently and in the interest of you and other Plan Participants and
beneficiaries. No one, including your Employer, your union, or any other person,
may fire you or otherwise discriminate against you in any way to prevent you
from obtaining a pension benefit or exercising your rights under ERISA.


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<PAGE>   124
If your claim for a benefit is denied, in whole or in part, you must receive a
written explanation of the reason for the denial. You have the right to have the
Plan Administrator review and reconsider your claim. Under ERISA, there are
steps you can take to enforce the above rights. For instance, if you request
materials from the Plan and do not receive them within 30 days, you may file
suit in a federal court. In such a case, the court may require the Plan
Administrator to provide the materials and pay you up to $100 a day until you
receive the materials, unless the materials were not sent for reasons beyond the
control of the Plan Administrator.

If you have a claim for benefits which is denied or ignored, in whole or in
part, you may file suit in a state or federal court. If it should happen that
Plan fiduciaries misuse the Plan's money, or if you are discriminated against
for asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a federal court. If you are successful, the court
may order the person you have sued to pay these costs and fees. If you lose, the
court may order you to pay these costs and fees; for example, if it finds your
claim frivolous. If you have any questions about your Plan, you should contact
the Plan Administrator. If you have any questions about your rights under ERISA,
you should contact the nearest area office of the U.S. Labor-Management Services
Administration, Department of Labor.


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Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan        18