THE GREENBRIER
                      SAVINGS AND INVESTMENT PLAN AND TRUST





                                TABLE OF CONTENTS


                                    ARTICLE I
                                   DEFINITIONS

                                   ARTICLE II
                                 ADMINISTRATION

        2.1    POWERS AND RESPONSIBILITIES OF THE EMPLOYER....................15
        2.2    DESIGNATION OF ADMINISTRATIVE AUTHORITY........................16
        2.3    POWERS AND DUTIES OF THE ADMINISTRATOR.........................16
        2.4    RECORDS AND REPORTS............................................17
        2.5    APPOINTMENT OF ADVISERS........................................17
        2.6    PAYMENT OF EXPENSES............................................18
        2.7    CLAIMS PROCEDURE...............................................18
        2.8    CLAIMS REVIEW PROCEDURE........................................18

                                   ARTICLE III
                                   ELIGIBILITY

        3.1    CONDITIONS OF ELIGIBILITY......................................19
        3.2    EFFECTIVE DATE OF PARTICIPATION................................19
        3.3    DETERMINATION OF ELIGIBILITY...................................19
        3.4    TERMINATION OF ELIGIBILITY.....................................19
        3.5    OMISSION OF ELIGIBLE EMPLOYEE..................................19
        3.6    INCLUSION OF INELIGIBLE EMPLOYEE...............................20

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

        4.1    FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION..................20
        4.2    PARTICIPANT'S SALARY REDUCTION ELECTION........................21
        4.3    TIME OF PAYMENT OF EMPLOYER CONTRIBUTION.......................25
        4.4    ALLOCATION OF CONTRIBUTION AND EARNINGS........................25
        4.5    ACTUAL DEFERRAL PERCENTAGE TESTS...............................28
        4.6    ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS.................32
        4.7    ACTUAL CONTRIBUTION PERCENTAGE TESTS...........................33
        4.8    ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS.............37
        4.9    MAXIMUM ANNUAL ADDITIONS.......................................39
        4.10   ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS......................43
        4.11   TRANSFERS FROM QUALIFIED PLANS.................................44
        4.12   DIRECTED INVESTMENT ACCOUNT....................................46

                                       (i)

                                    ARTICLE V
                                   VALUATIONS

        5.1    VALUATION OF THE TRUST FUND....................................48
        5.2    METHOD OF VALUATION............................................48

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

        6.1    DETERMINATION OF BENEFITS UPON RETIREMENT......................48
        6.2    DETERMINATION OF BENEFITS UPON DEATH...........................49
        6.3    DETERMINATION OF BENEFITS IN EVENT OF DISABILITY...............50
        6.4    DETERMINATION OF BENEFITS UPON TERMINATION.....................50
        6.5    DISTRIBUTION OF BENEFITS.......................................51
        6.6    DISTRIBUTION OF BENEFITS UPON DEATH............................53
        6.7    TIME OF SEGREGATION OR DISTRIBUTION............................55
        6.8    DISTRIBUTION FOR MINOR BENEFICIARY.............................55
        6.9    LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN.................56
        6.10   PRE-RETIREMENT DISTRIBUTION....................................56
        6.11   ADVANCE DISTRIBUTION FOR HARDSHIP..............................56
        6.12   QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION................58
        6.13   DIRECT ROLLOVER................................................59

                                   ARTICLE VII
                       AMENDMENT, TERMINATION AND MERGERS

        7.1    AMENDMENT......................................................60
        7.2    TERMINATION....................................................60
        7.3    MERGER OR CONSOLIDATION........................................61

                                  ARTICLE VIII
                                    TOP HEAVY

        8.1    TOP HEAVY PLAN REQUIREMENTS....................................61
        8.2    DETERMINATION OF TOP HEAVY STATUS..............................61

                                   ARTICLE IX
                                  MISCELLANEOUS

        9.1    PARTICIPANT'S RIGHTS...........................................65
        9.2    ALIENATION.....................................................65
        9.3    CONSTRUCTION OF PLAN...........................................66
        9.4    GENDER AND NUMBER..............................................66
        9.5    LEGAL ACTION...................................................66
        9.6    PROHIBITION AGAINST DIVERSION OF FUNDS.........................66

                                      (ii)

        9.7    BONDING........................................................67
        9.8    EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE.....................67
        9.9    INSURER'S PROTECTIVE CLAUSE....................................67
        9.10   RECEIPT AND RELEASE FOR PAYMENTS...............................67
        9.11   ACTION BY THE EMPLOYER.........................................68
        9.12   NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY.............68
        9.13   HEADINGS.......................................................68
        9.14   APPROVAL BY INTERNAL REVENUE SERVICE...........................69
        9.15   UNIFORMITY.....................................................69

                                    ARTICLE X
                             PARTICIPATING EMPLOYERS

        10.1   ADOPTION BY OTHER EMPLOYERS....................................69
        10.2   REQUIREMENTS OF PARTICIPATING EMPLOYERS........................69
        10.3   DESIGNATION OF AGENT...........................................70
        10.4   EMPLOYEE TRANSFERS.............................................71
        10.5   PARTICIPATING EMPLOYER CONTRIBUTION............................71
        10.6   AMENDMENT......................................................71
        10.7   DISCONTINUANCE OF PARTICIPATION................................71
        10.8   ADMINISTRATOR'S AUTHORITY......................................72

                                      (iii)


                                 THE GREENBRIER
                      SAVINGS AND INVESTMENT PLAN AND TRUST

               THIS PLAN, hereby adopted this 1st  day of June,  1998, by CSX
Hotels,  Inc. dba The  Greenbrier (herein referred to as the "Employer").

                              W l T N E S S E T H :

               WHEREAS,  the Employer  heretofore  established a Profit  Sharing
Plan effective  September 1, 1993,  (hereinafter  called the  "Effective  Date")
known as The Greenbrier  Savings and Investment Plan and Trust (herein  referred
to as the "Plan") in  recognition  of the  contribution  made to its  successful
operation  by its  employees  and  for the  exclusive  benefit  of its  eligible
employees; and

               WHEREAS,  under  the  terms of the  Plan,  the  Employer  has the
ability to amend the Plan,  provided the Trustee joins in such  amendment if the
provisions of the Plan affecting the Trustee are amended;

               NOW,  THEREFORE,  effective February 1, 1998, except as otherwise
provided,  the Employer in accordance with the provisions of the Plan pertaining
to amendments  thereof,  hereby amends the Plan in its entirety and restates the
Plan to provide as follows:

                                    ARTICLE I
                                   DEFINITIONS

        1.1 "Act" means the Employee  Retirement Income Security Act of 1974, as
it may be amended from time to time.

        1.2 "Administrator"  means  the Employer unless another person or entity
has been  designated by the Employer  pursuant to Section 2.2 to administer  the
Plan on behalf of the Employer.

        1.3 "Affiliated  Employer" means any corporation  which is a member of a
controlled  group of  corporations  (as defined in Code  Section  414(b))  which
includes the Employer; any trade or business (whether or not incorporated) which
is under common  control (as defined in Code Section  414(c)) with the Employer;
any  organization  (whether  or  not  incorporated)  which  is a  member  of  an
affiliated  service group (as defined in Code Section 414(m)) which includes the
Employer;  and any other  entity  required to be  aggregated  with the  Employer
pursuant to Regulations under Code Section 414(o).

        1.4 "Aggregate  Account" means,  with respect to each  Participant,  the
value  of  all  accounts   maintained  on  behalf  of  a  Participant,   whether
attributable to Employer or Employee contributions, subject to the provisions of
Section 8.2.

        1.5 "Anniversary Date" means December 31st.

                                        1

        1.6 "Beneficiary"  means  the  person  to whom the  share of a  deceased
Participant's total account is payable,  subject to the restrictions of Sections
6.2 and 6.6.

        1.7 "Code" means the Internal Revenue Code of 1986, as amended or
replaced from time to time.

        1.8 "Compensation"   with   respect  to  any  Participant   means   such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the  Participant a
written statement under Code Sections 6041(d), 605l(a)(3) and 6052. Compensation
must be determined  without regard to any rules under Code Section  3401(a) that
limit the remuneration  included in wages based on the nature or location of the
employment or the services  performed  (such as the  exception for  agricultural
labor in Code Section 3401(a)(2)).

               For purposes of this Section,  the  determination of Compensation
shall be made by:

               (a)    excluding tips as reported as income for Social Security
                      purposes.

               (b)    including  amounts which are  contributed  by the Employer
                      pursuant to a salary reduction agreement and which are not
                      includible  in the gross income of the  Participant  under
                      Code  Sections  125,  402(e)(3),  402(h)(1)(B),  403(b) or
                      457(b),  and  Employee  contributions  described  in  Code
                      Section   414(h)(2)   that   are   treated   as   Employer
                      contributions.

               For a Participant's  initial year of participation,  Compensation
shall  be  recognized  as of such  Employee's  effective  date of  participation
pursuant to Section 3.2.

               Compensation  in excess of $150,000  shall be  disregarded.  Such
amount shall be adjusted for increases in the cost of living in accordance  with
Code Section 401(a)(17),  except that the dollar increase in effect on January 1
of any calendar  year shall be  effective  for the Plan Year  beginning  with or
within such calendar year. For any short Plan Year the Compensation  limit shall
be an amount equal to the Compensation  limit for the calendar year in which the
Plan Year begins multiplied by the ratio obtained by dividing the number of full
months in the short Plan Year by twelve (12).

               For purposes of this Section,  if the Plan is a plan described in
Code Section 413(c) or 414(f) (a plan maintained by more than one Employer), the
limitation   applies   separately  with  respect  to  the  Compensation  of  any
Participant from each Employer maintaining the Plan.

               If,  in  connection  with  the  adoption  of this  amendment  and
restatement,  the definition of Compensation  has been modified,  then, for Plan
Years prior to the Plan Year which  includes the adoption date of this amendment
and restatement, Compensation means compensation determined pursuant to the Plan
then in effect.

                                        2

        1.9 "Contract" or "Policy" means any life insurance  policy,  retirement
income or annuity  policy,  or annuity  contract  (group or  individual)  issued
pursuant to the terms of the Plan.

        1.10 "Deferred  Compensation"  with respect to any Participant means the
amount of the Participant's total Compensation which has been contributed to the
Plan in accordance with the Participant's  deferral election pursuant to Section
4.2 excluding any such amounts distributed as excess "annual additions" pursuant
to Section 4.10(a).

        1.11 "Designated  Investment  Alternative"  means a specific  investment
identified  by name by a Fiduciary  as an  available  investment  under the Plan
which may be acquired or disposed of by the Trustee  pursuant to the  investment
direction by a Participant.

        1.12   "Directed Investment Option" means one or more of the following:

               (a)    a Designated Investment Alternative.

               (b)    any  other  investment  permitted  by  the  Plan  and  the
                      Participant  Direction Procedures and acquired or disposed
                      of by the Trustee pursuant to the investment  direction of
                      a Participant.

        1.13 "Early  Retirement  Date."  This Plan does not  provide  for a
retirement  date prior to Normal Retirement Date.

        1.14 "Elective  Contribution"  means the Employer  contributions  to the
Plan of Deferred  Compensation  excluding any such amounts distributed as excess
"annual  additions"  pursuant to Section  4.10(a).  In  addition,  any  Employer
Qualified Non-Elective  Contribution made pursuant to Section 4.1(c) and Section
4.6(b) which is used to satisfy the "Actual Deferral  Percentage" tests shall be
considered an Elective  Contribution for purposes of the Plan. Any contributions
deemed to be Elective  Contributions (whether or not used to satisfy the "Actual
Deferral  Percentage"  tests) shall be subject to the  requirements  of Sections
4.2(b) and 4.2(c) and shall further be required to satisfy the nondiscrimination
requirements  of  Regulation  1.401(k)-1  (b)(5),  the  provisions  of which are
specifically incorporated herein by reference.

        1.15 "Eligible Employee" means any Employee;  provided that employees of
Affiliated  Employers shall not be Eligible Employees eligible to participate in
the Plan unless such Affiliated Employer  specifically adopts the Plan by action
of its board of directors and then only  employees of such  Affiliated  Employer
who are not excluded  from  coverage by the adopting  resolution  or who are not
covered by another  qualified plan containing a cash or deferred  arrangement in
which such Affiliated  Employer  participates  and in which they are eligible to
participate shall be considered Eligible Employees for purposes of the Plan.

        1.16  "Employee"  means any person  who is  employed  by,  and  actually
rendering services for, the Employer or an Affiliated Employer who is classified
as an employee by the  Employer or such  Affiliated  Employer  for U.S.  federal
income  tax  withholding   purposes  (whether  or  not  such  classification  is
ultimately determined to be correct as a matter of law); provided that, the term
"Employee" does not include employees of the Grand Teton Lodge

                                        3

Company  employed  on a  "no-benefits"  basis or on a  "non-benefit"  payroll or
Leased Employees within the meanings of Code Sections 414(n)(2) and 414(o)(2).



        1.17  "Employer"  means CSX  Hotels,  Inc.  dba The  Greenbrier  and any
successor  which  shall  maintain  this  Plan;  and any  predecessor  which  has
maintained this Plan. The Employer is a corporation,  with principal  offices in
the State of West Virginia.  In addition,  where appropriate,  the term Employer
shall  include any  Participating  Employer  (as defined in Section  10.1) which
shall adopt this Plan.

        1.18 "Excess  Aggregate  Contributions"  means, with respect to any Plan
Year, the excess of the aggregate amount of the Employer matching  contributions
made pursuant to Section 4.1(b) and any qualified non-elective  contributions or
elective  deferrals  taken into account  pursuant to Section 4.7(c) on behalf of
Highly  Compensated  Participants for such Plan Year, over the maximum amount of
such contributions permitted under the limitations of Section 4.7(a).

        1.19 "Excess  Contributions"  means,  with  respect to a Plan Year,  the
excess  of  Elective   Contributions   used  to  satisfy  the  "Actual  Deferral
Percentage" tests made on behalf of Highly Compensated Participants for the Plan
Year over the  maximum  amount of such  contributions  permitted  under  Section
4.5(a).  Excess  Contributions shall be treated as an "annual addition" pursuant
to Section 4.9(b).

        1.20 "Excess Deferred  Compensation"  means, with respect to any taxable
year of a Participant,  the excess of the aggregate amount of such Participant's
Deferred  Compensation  and the elective  deferrals  pursuant to Section  4.2(f)
actually  made on behalf of such  Participant  for such taxable  year,  over the
dollar  limitation  provided for in Code Section  402(g),  which is incorporated
herein by reference. Excess Deferred Compensation shall be treated as an "annual
addition"  pursuant  to  Section  4.9(b)  when  contributed  to the Plan  unless
distributed  to the  affected  Participant  not later than the first  April 15th
following  the  close  of the  Participant's  taxable  year.  Additionally,  for
purposes of Sections 8.2 and 4.4(f), Excess Deferred Compensation shall continue
to be treated as Employer  contributions even if distributed pursuant to Section
4.2(f).   However,   Excess  Deferred  Compensation  of  Non-Highly  Compensated
Participants  is not taken into  account for  purposes of Section  4.5(a) to the
extent such Excess Deferred Compensation occurs pursuant to Section 4.2(d).

        1.21 "Family  Member"  means,  with respect to an affected  Participant,
such  Participant's   spouse  and  such  Participant's  lineal  descendants  and
ascendants and their spouses, all as described in Code Section 414(q)(6)(B).

        1.22  "Fiduciary"  means any person who (a) exercises any  discretionary
authority  or  discretionary  control  respecting  management  of  the  Plan  or
exercises any authority or control  respecting  management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect,  with  respect to any monies or other  property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary  authority or
discretionary  responsibility in the administration of the Plan, including,  but
not limited to, the Trustee,  the Employer and its representative  body, and the
Administrator.

                                        4

        1.23 "Fiscal  Year" means the  Employer's  accounting  year of 12 months
commencing on January 1st of each year and ending the following December 31st.

        1.24 "Forfeiture." Under this Plan, Participant accounts are 100% Vested
at all  times.  Any  amounts  that may  otherwise  be  forfeited  under the Plan
pursuant  to  Sections  3.6,  4.2(f),  4.6(a) or 6.9 shall be used to reduce the
contribution of the Employer.

        1.25 "Former Participant" means a person who has been a Participant, but
who has ceased to be a Participant for any reason.

        1.26 "415  Compensation"  with  respect  to any  Participant  means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the  Participant a
written  statement  under  Code  Sections  6041(d),  6051(a)(3)  and 6052.  "415
Compensation"  must be determined without regard to any rules under Code Section
3401(a)  that limit the  remuneration  included  in wages based on the nature or
location of the employment or the services  performed (such as the exception for
agricultural labor in Code Section 3401(a)(2)).

               For Plan Years beginning after December 31, 1997, for purposes of
this Section, the determination of "415 Compensation" shall be made by including
amounts which are  contributed  by the Employer  pursuant to a salary  reduction
agreement and which are not  includible  in the gross income of the  Participant
under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee
contributions  described in Code Section  414(h)(2) that are treated as Employer
contributions.

               If,  in  connection  with  the  adoption  of this  amendment  and
restatement,  the definition of "415 Compensation" has been modified,  then, for
Plan  Years  prior to the Plan Year which  includes  the  adoption  date of this
amendment and restatement,  "415  Compensation"  means  compensation  determined
pursuant to the Plan then in effect.

        1.27 "414(s)  Compensation"  with respect to any Participant  means such
Participant's  "415 Compensation" paid during a Plan Year. The amount of "414(s)
Compensation"   with  respect  to  any   Participant   shall   include   "414(s)
Compensation"  for the entire twelve (12) month period ending on the last day of
such Plan Year, except that "414(s)  Compensation"  shall only be recognized for
that portion of the Plan Year during which an Employee was a Participant  in the
Plan.

               For  purposes  of this  Section,  the  determination  of  "414(s)
Compensation"  shall be made by including  amounts which are  contributed by the
Employer  pursuant to a salary reduction  agreement and which are not includible
in the gross  income of the  Participant  under Code  Sections  125,  402(e)(3),
402(h)(1)(B),  403(b) or 457(b),  and Employee  contributions  described in Code
Section 414(h)(2) that are treated as Employer contributions.

               "414(s)  Compensation"  in  excess  of  $150,000  shall be
disregarded.  Such  amount  shall be adjusted  for  increases in the cost of
living in  accordance  with Code  Section  401(a)(17),

                                        5

except that the dollar  increase in effect on January 1 of any calendar  year
shall be effective for the Plan Year  beginning  with or within such calendar
year.  For any short Plan  Year the  "414(s)  Compensation"  limit  shall be an
amount  equal to the "414(s)  Compensation" limit for the calendar year in which
the Plan Year begins multiplied  by the ratio  obtained by dividing  the number
of full months in the short Plan Year by twelve (12).

               If,  in  connection  with  the  adoption  of this  amendment  and
restatement,  the definition of "414(s)  Compensation" has been modified,  then,
for Plan Years prior to the Plan Year which  includes the adoption  date of this
amendment and restatement,  "414(s) Compensation" means compensation  determined
pursuant to the Plan then in effect.

        1.28 "Highly  Compensated  Employee" means an Employee described in Code
Section 414(q) and the Regulations  thereunder,  and generally means an Employee
who performed services for the Employer during the  "determination  year" and is
in one or more of the following groups:

               (a)    Employees who at any time during the "determination  year"
                      or "look-back  year" were "five percent owners" as defined
                      in Section 1.34(c).

               (b)    Employees  who  received  "415  Compensation"  during  the
                      "look-back  year" from the  Employer  in excess of $80,000
                      and were in the Top Paid  Group of  Employees  during  the
                      "look-back year."

               The "determination year" shall be the Plan Year for which testing
is being performed,  and the "look-back year" shall be the immediately preceding
twelve-month period.

               For  purposes  of  this  Section,   the   determination  of  "415
Compensation"  shall be made by including  amounts which are  contributed by the
Employer  pursuant to a salary reduction  agreement and which are not includible
in the gross  income of the  Participant  under Code  Sections  125,  402(e)(3),
402(h)(1)(B),  403(b) or 457(b),  and Employee  contributions  described in Code
Section 414(h)(2) that are treated as Employer contributions.  Additionally, the
dollar  threshold  amount  specified in (b) above shall be adjusted at such time
and in the same manner as under Code Section 415(d), except that the base period
shall be the calendar  quarter ending September 30, 1996. In the case of such an
adjustment,  the  dollar  limit  which  shall be  applied  is the  limit for the
calendar year in which the "look-back year" begins.

               In determining who is a Highly  Compensated  Employee,  Employees
who are  non-resident  aliens and who  received  no earned  income  (within  the
meaning of Code Section 911(d)(2)) from the Employer  constituting United States
source income within the meaning of Code Section  861(a)(3) shall not be treated
as Employees. Additionally, all Affiliated Employers shall be taken into account
as a single  employer and Leased  Employees  within the meaning of Code Sections
414(n)(2)  and  414(o)(2)  shall be  considered  Employees  unless  such  Leased
Employees are covered by a plan described in Code Section  414(n)(5) and are not
covered in any  qualified  plan  maintained  by the  Employer.  The exclusion of
Leased  Employees for this purpose shall be applied on a uniform and  consistent
basis for all of the Employer's retirement plans.

                                        6

Highly  Compensated  Former Employees shall
be treated  as Highly  Compensated  Employees  without  regard to  whether  they
performed services during the "determination year."

        1.29 "Highly  Compensated  Former  Employee" means a former Employee who
had a  separation  year  prior  to the  "determination  year"  and was a  Highly
Compensated  Employee  in  the  year  of  separation  from  service  or  in  any
"determination year" after attaining age 55.  Notwithstanding the foregoing,  an
Employee who  separated  from service  prior to 1987 will be treated as a Highly
Compensated  Former  Employee  only if  during  the  separation  year  (or  year
preceding the separation year) or any year after the Employee attains age 55 (or
the last year ending before the Employee's 55th  birthday),  the Employee either
received "415  Compensation" in excess of $50,000 or was a "five percent owner."
For purposes of this Section, "determination year," "415 Compensation" and "five
percent  owner" shall be  determined in  accordance  with Section  1.28.  Highly
Compensated Former Employees shall be treated as Highly  Compensated  Employees.
The  method  set  forth  in  this  Section  for  determining  who  is a  "Highly
Compensated  Former Employee" shall be applied on a uniform and consistent basis
for all purposes for which the Code Section 414(q) definition is applicable.

        1.30  "Highly  Compensated  Participant"  means any  Highly  Compensated
Employee who is eligible to participate in the Plan.

        1.31  "Hour of  Service"  means (1) each hour for which an  Employee  is
directly or indirectly  compensated or entitled to  compensation by the Employer
for the  performance of duties (these hours will be credited to the Employee for
the  computation  period in which the duties are  performed);  (2) each hour for
which  an  Employee  is  directly  or  indirectly  compensated  or  entitled  to
compensation   by  the  Employer   (irrespective   of  whether  the   employment
relationship  has terminated) for reasons other than performance of duties (such
as vacation, holidays,  sickness, jury duty, disability,  lay-off, military duty
or leave of absence) during the applicable  computation period (these hours will
be  calculated  and  credited   pursuant  to  Department  of  Labor   regulation
2530.200b-2 which is incorporated herein by reference);  (3) each hour for which
back pay is awarded or agreed to by the Employer without regard to mitigation of
damages (these hours will be credited to the Employee for the computation period
or periods to which the award or agreement  pertains rather than the computation
period in which the award,  agreement  or  payment  is made).  The same Hours of
Service  shall not be  credited  both under (1) or (2),  as the case may be, and
under (3).

               Notwithstanding  the above, (i) no more than 501 Hours of Service
are  required to be credited to an Employee on account of any single  continuous
period during which the Employee  performs no duties (whether or not such period
occurs in a single  computation  period);  (ii) an hour for which an Employee is
directly or  indirectly  paid,  or  entitled to payment,  on account of a period
during  which no duties are  performed  is not  required  to be  credited to the
Employee if such payment is made or due under a plan  maintained  solely for the
purpose of complying with  applicable  worker's  compensation,  or  unemployment
compensation  or disability  insurance  laws; and (iii) Hours of Service are not
required to be credited for a payment  which solely  reimburses  an Employee for
medical or medically related expenses incurred by the Employee.

                                        7

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

               For purposes of this  Section,  Hours of Service will be credited
for employment with other Affiliated Employers.  The provisions of Department of
Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.

        1.32 "Income" means the income or losses  allocable to "excess  amounts"
which shall equal the  allocable  gain or loss for the  "applicable  computation
period."  The  income   allocable  to  "excess   amounts"  for  the  "applicable
computation  period" is determined by multiplying the income for the "applicable
computation period" by a fraction.  The numerator of the fraction is the "excess
amount" for the "applicable computation period." The denominator of the fraction
is the total "account  balance"  attributable to "Employer  contributions" as of
the end of the "applicable computation period," reduced by the gain allocable to
such total amount for the "applicable  computation  period" and increased by the
loss allocable to such total amount for the "applicable computation period." The
provisions of this Section shall be applied:

               (a)    For purposes of Section 4.2(f), by substituting:

                      (1)    "Excess Deferred Compensation" for "excess
                             amounts";

                      (2)    "taxable year of the Participant" for "applicable
                             computation period";

                      (3)    "Deferred Compensation" for "Employer
                             contributions"; and

                      (4)    "Participant's Elective Account" for "account
                             balance."

               (b)    For purposes of Section 4.6(a), by substituting:

                      (5)    "Excess Contributions" for "excess amounts";

                      (6)    "Plan Year" for "applicable computation period";

                      (7)    "Elective Contributions" for "Employer
                             contributions"; and

                      (8)    "Participant's Elective Account" for "account
                             balance."

               (c)    For purposes of Section 4.8(a), by substituting:

                      (9)    "Excess Aggregate Contributions" for "excess
                             amounts";

                      (10)   "Plan Year" for "applicable computation period";

                                        8

                      (11)   "Employer  matching  contributions made pursuant to
                             Section  4.1(b)  and  any  qualified   non-elective
                             contributions  or  elective  deferrals  taken  into
                             account  pursuant to Section  4.7(c)" for "Employer
                             contributions"; and

                      (12)   "Participant's Account" for "account balance."

               Income   allocable  to  any   distribution   of  Excess  Deferred
Compensation  on or before the last day of the taxable  year of the  Participant
shall be calculated from the first day of the taxable year of the Participant to
the date on which the  distribution  is made pursuant to either the  "fractional
method" or the "safe harbor method." Under such "safe harbor method,"  allocable
Income for such period shall be deemed to equal ten percent  (10%) of the Income
allocable  to such  Excess  Deferred  Compensation  multiplied  by the number of
calendar  months in such  period.  For  purposes  of  determining  the number of
calendar  months in such  period,  a  distribution  occurring  on or before  the
fifteenth  day of the month shall be treated as having been made on the last day
of the preceding  month and a  distribution  occurring  after such fifteenth day
shall be  treated  as having  been made on the first day of the next  subsequent
month.

        1.33  "Investment  Manager"  means an  entity  that (a) has the power to
manage,  acquire,  or dispose  of Plan  assets  and (b)  acknowledges  fiduciary
responsibility  to the Plan in writing.  Such entity must be a person,  firm, or
corporation  registered as an investment  adviser under the Investment  Advisers
Act of 1940, a bank, or an insurance company.

        1.34 "Key Employee"  means an Employee as defined in Code Section 416(i)
and the Regulations thereunder.  Generally,  any Employee or former Employee (as
well as each of his  Beneficiaries)  is  considered a Key Employee if he, at any
time during the Plan Year that contains the  "Determination  Date" or any of the
preceding  four  (4)  Plan  Years,  has been  included  in one of the  following
categories:

               (a)    an officer of the Employer (as that term is defined within
                      the meaning of the  Regulations  under Code  Section  416)
                      having annual "415  Compensation"  greater than 50 percent
                      of the amount in effect  under Code  Section  415(b)(1)(A)
                      for any such Plan Year.

               (b)    one of the ten employees having annual "415  Compensation"
                      from the  Employer for a Plan Year greater than the dollar
                      limitation in effect under Code Section  415(c)(1)(A)  for
                      the calendar  year in which such Plan Year ends and owning
                      (or  considered  as  owning  within  the  meaning  of Code
                      Section 318) both more than one-half  percent interest and
                      the largest interests in the Employer.

               (c)    a "five  percent  owner" of the  Employer.  "Five  percent
                      owner"  means any  person  who owns (or is  considered  as
                      owning  within the meaning of Code  Section 318) more than
                      five percent (5%) of the outstanding stock of the Employer
                      or stock  possessing  more than five  percent  (5%) of the
                      total  combined  voting power of all stock of the Employer
                      or, in the case of an

                                        9

                      unincorporated  business,  any  person  who owns more than
                      five  percent  (5%) of the capital or profits  interest in
                      the  Employer.   In   determining   percentage   ownership
                      hereunder,  employers  that would  otherwise be aggregated
                      under  Code  Sections  414(b),  (c),  (m) and (o) shall be
                      treated as separate employers.

               (d)    a "one  percent  owner" of the  Employer  having an annual
                      "415  Compensation"  from the Employer of more than
                      $150,000.  "One  percent  owner"  means any person who
                      owns (or is considered  as owning  within the meaning of
                      Code Section 318) more than one percent (1%)  of the
                      outstanding  stock of the Employer or stock  possessing
                      more than one percent (1%) of the total  combined  voting
                      power of all stock of the  Employer or, in the case of an
                      unincorporated  business,  any person who owns more than
                      one percent  (1%) of the capital  or profits  interest in
                      the Employer.  In  determining  percentage  ownership
                      hereunder,   employers that would  otherwise be aggregated
                      under Code Sections  414(b),  (c), (m) and  (o)  shall  be
                      treated  as  separate  employers.  However, in determining
                      whether an individual has "415  Compensation" of more than
                      $150,000,  "415  Compensation" from each employer required
                      to be aggregated  under Code Sections  414(b),  (c), (m)
                      and (o) shall be taken into account.

               For  purposes  of  this  Section,   the   determination  of  "415
Compensation"  shall be made by including  amounts which are  contributed by the
Employer  pursuant to a salary reduction  agreement and which are not includible
in the gross  income of the  Participant  under Code  Sections  125,  402(e)(3),
402(h)(1)(B),  403(b) or 457(b),  and Employee  contributions  described in Code
Section 414(h)(2) that are treated as Employer contributions.

        1.1  "Late  Retirement  Date" means a Participant's  actual  Retirement
Date after having reached his Normal Retirement Date.

        1.35 "Leased  Employee"  means any person (other than an Employee of the
recipient)  who pursuant to an  agreement  between the  recipient  and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient  and related  persons  determined in accordance  with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one year,
and such  services  are  performed  under  primary  direction  or control by the
recipient.  Contributions or benefits  provided a Leased Employee by the leasing
organization  which are  attributable  to services  performed  for the recipient
employer  shall be treated  as  provided  by the  recipient  employer.  A Leased
Employee shall not be considered an Employee of the recipient:

               (a)    if such employee is covered by a money purchase pension
                      plan providing:

                      (13)   a non-integrated  employer  contribution rate of at
                             least  10% of  compensation,  as  defined  in  Code
                             Section 415(c)(3),  but including amounts which are
                             contributed  by the  Employer  pursuant to a salary
                             reduction agreement and which are not includible in
                             the

                                       10

                             gross income of the Participant under Code Sections
                             125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and
                             Employee  contributions  described  in Code Section
                             414(h)(2)    that   are    treated   as    Employer
                             contributions.

                      (14)   immediate participation; and

                      (15)   full and immediate vesting; and

               (b)    if Leased Employees do not constitute more than 20% of the
                      recipient's non-highly compensated work force.

        1.36 "Non-Elective Contribution" means the Employer contributions to the
Plan  excluding,  however,  contributions  made  pursuant  to the  Participant's
deferral  election  provided for in Section 4.2 and any  Qualified  Non-Elective
Contribution used in the "Actual Deferral Percentage" tests.

        1.37 "Non-Highly  Compensated  Participant" means any Participant who is
not a Highly Compensated Employee. However, for the Plan Year prior to the first
Plan Year of this amendment and restatement,  for the purposes of Section 4.5(a)
and  Section  4.7(a),  if the prior year  testing  method is used,  a  NonHighly
Compensated  Participant  shall be  determined  using the  definition  of highly
compensated employee in effect for the preceding Plan Year.

        1.38 "Non-Key  Employee"  means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.

        1.39   "Normal Retirement Age" means the Participant's 65th birthday.

        1.39a "Normal Retirement Date" means the date a Participant  attains his
Normal Retirement Age.

        1.40 "1-Year Break in Service" means the applicable  computation  period
during which an Employee has not  completed  more than 500 Hours of Service with
the  Employer.  Further,  solely  for  the  purpose  of  determining  whether  a
Participant  has incurred a 1-Year Break in Service,  Hours of Service  shall be
recognized  for  "authorized  leaves of absence" and  "maternity  and  paternity
leaves of  absence."  Years of  Service  and 1-Year  Breaks in Service  shall be
measured on the same computation period.

                "Authorized  leave  of  absence"  means  an  unpaid,   temporary
cessation from active  employment  with the Employer  pursuant to an established
nondiscriminatory  policy,  whether occasioned by illness,  military service, or
any other reason.

               A "maternity or paternity leave of absence" means, for Plan Years
beginning after December 31, 1984, an absence from work for any period by reason
of the Employee's pregnancy, birth of the Employee's child, placement of a child
with the Employee in connection

                                       11

with   the   adoption  of   such   child,  or   any   absence  for the   purpose
of    caring   for  such   child for a  period   immediately   following    such
birth or placement. For this purpose, Hours of Service shall be credited for the
computation  period  in which  the  absence  from  work  begins,  only if credit
therefore is necessary to prevent the Employee from  incurring a 1-Year Break in
Service, or, in any other case, in the immediately following computation period.
The Hours of Service  credited for a "maternity  or paternity  leave of absence"
shall be those which would normally have been credited but for such absence, or,
in any case in which  the  Administrator  is  unable  to  determine  such  hours
normally  credited,  eight  (8) Hours of  Service  per day.  The total  Hours of
Service  required to be credited for a "maternity or paternity leave of absence"
shall not exceed 501.

        1.41  "Participant"  means any Eligible Employee who participates in the
Plan and has not for any reason become ineligible to participate  further in the
Plan.

        1.42  "Participant   Direction   Procedures"  means  such  instructions,
guidelines or policies,  the terms of which are incorporated herein, as shall be
established  pursuant  to Section  4.12 and  observed by the  Administrator  and
applied and provided to Participants who have Participant Directed Accounts.

        1.43   "Participant's   Account"  means  the  account   established  and
maintained by the  Administrator  for each Participant with respect to his total
interest  in the  Plan  and  Trust  resulting  from  the  Employer  Non-Elective
Contributions.

               A separate  accounting  shall be maintained  with respect to that
portion  of  the  Participant's   Account   attributable  to  Employer  matching
contributions   made  pursuant  to  Section   4.1(b),   Employer   discretionary
contributions  made  pursuant  to  Section  4.1(d)  and any  Employer  Qualified
Non-Elective Contributions.

        1.44  "Participant's  Combined Account" means the total aggregate amount
of each Participant's Elective Account and Participant's Account.

        1.45   "Participant's   Directed   Account"  means  that  portion  of  a
Participant's  interest in the Plan with  respect to which the  Participant  has
directed the investment in accordance with the Participant Direction Procedure.

        1.46 "Participant's  Elective Account" means the account established and
maintained by the  Administrator  for each Participant with respect to his total
interest  in  the  Plan  and  Trust   resulting   from  the  Employer   Elective
Contributions used to satisfy the "Actual Deferral Percentage" tests. A separate
accounting shall be maintained with respect to that portion of the Participant's
Elective Account attributable to such Elective Contributions pursuant to Section
4.2 and any Employer Qualified Non-Elective Contributions.

        1.47   "Plan" means this instrument, including all amendments thereto.

        1.48 "Plan Year" means the Plan's  accounting year of twelve (12) months
commencing on January 1st of each year and ending the following December 31st.

                                       12

        1.49   "Qualified   Non-Elective   Contribution"   means  any   Employer
contributions  made  pursuant to Section  4.1(c) and Section  4.6(b) and Section
4.8(h). Such contributions shall be considered an Elective  Contribution for the
purposes of the Plan and may be used to satisfy the "Actual Deferral Percentage"
tests or the "Actual Contribution Percentage" tests.

        1.50 "Regulation" means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time to time.

        1.51 "Retired  Participant"  means a person who has been a  Participant,
but who has become entitled to retirement benefits under the Plan.

        1.52 "Retirement Date" means the date as of which a Participant  retires
for reasons other than Total and Permanent  Disability,  whether such retirement
occurs on a  Participant's  Normal  Retirement Date or Late Retirement Date (see
Section 6.1).

        1.53 "Super Top Heavy Plan" means a plan described in Section 8.2(b).

        1.54 "Terminated Participant" means a person who has been a Participant,
but  whose  employment  has been  terminated  other  than by  death,  Total  and
Permanent Disability or retirement.

        1.55   "Top Heavy Plan" means a plan described in Section 8.2(a).

        1.56   "Top Heavy Plan Year" means a Plan Year during which the Plan is
a Top Heavy Plan.

        1.57  "Top  Paid  Group"  means  the top 20  percent  of  Employees  who
performed services for the Employer during the applicable year, ranked according
to the amount of "415  Compensation"  (determined for this purpose in accordance
with Section 1.28)  received from the Employer  during such year. All Affiliated
Employers shall be taken into account as a single employer, and Leased Employees
within the meaning of Code Sections  414(n)(2) and 414(o)(2) shall be considered
Employees  unless such Leased  Employees are covered by a plan described in Code
Section  414(n)(5) and are not covered in any qualified  plan  maintained by the
Employer.  Employees  who are  non-resident  aliens and who  received  no earned
income  (within  the  meaning  of Code  Section  91l(d)(2))  from  the  Employer
constituting  United  States  source  income  within the meaning of Code Section
861(a)(3)  shall not be treated as Employees.  Additionally,  for the purpose of
determining the number of active Employees in any year, the following additional
Employees  shall  also be  excluded;  however,  such  Employees  shall  still be
considered  for the purpose of identifying  the particular  Employees in the Top
Paid Group:

               (p)    Employees with less than six (6) months of service;

               (q)    Employees who normally work less than 17 1/2 hours per
                      week;

               (r)    Employees who normally work less than six (6) months
                      during a year; and

               (s)    Employees who have not yet attained age 21.

                                       13

               In  addition,  if 90  percent  or  more of the  Employees  of the
Employer  are  covered  under  agreements  the  Secretary  of Labor  finds to be
collective  bargaining  agreements  between  Employee  representatives  and  the
Employer,  and the Plan covers  only  Employees  who are not covered  under such
agreements,  then Employees  covered by such  agreements  shall be excluded from
both the total number of active Employees as well as from the  identification of
particular Employees in the Top Paid Group.

               The  foregoing  exclusions  set  forth in this  Section  shall be
applied on a uniform and  consistent  basis for all  purposes for which the Code
Section 414(q) definition is applicable.

        1.58  "Total  and  Permanent  Disability"  means a  physical  or  mental
condition of a Participant  resulting  from bodily  injury,  disease,  or mental
disorder  which renders him incapable of continuing  any gainful  occupation and
which condition  constitutes  total disability under the federal Social Security
Acts.

        1.59 "Trustee"  means the person or entity named as trustee herein or in
any separate trust forming a part of this Plan, and any successors.

        1.60 "Trust Fund" means the assets of the Plan and Trust as the same
shall exist from time to time.

        1.61 "USERRA" means the Uniformed  Services  Employment and Reemployment
Rights Act of 1994.  Notwithstanding any provision of this Plan to the contrary,
contributions,  benefits and service  credit with respect to qualified  military
service will be provided in accordance with Code Section 414(u).

        1.62 "Valuation  Date" means the Anniversary Date and such other date or
dates deemed necessary by the Administrator.  The Valuation Date may include any
day during the Plan Year that the Trustee,  any transfer agent  appointed by the
Trustee or the Employer and any stock  exchange  used by such agent are open for
business.

        1.63  "Vested"  means  the   non-forfeitable   portion  of  any  account
maintained  on  behalf  of  a  Participant.  Except  as  otherwise  specifically
provided,  all accounts  under the Plan are at all times fully (100%) vested and
non-forfeitable.

        1.64  "Year of  Service"  means the  computation  period of twelve  (12)
consecutive months, herein set forth, during which an Employee has at least 1000
Hours of Service.

               The  computation  period shall be the Plan Year if not  otherwise
set forth herein.

               Notwithstanding  the  foregoing,  for any short  Plan  Year,  the
determination  of whether an Employee has  completed a Year of Service  shall be
made in accordance with Department of Labor regulation 2530.203-2(c).

               Years  of  Service  with  any   Affiliated   Employer   shall  be
recognized.

                                       14

                                   ARTICLE II
                                 ADMINISTRATION

        2.1    POWERS AND RESPONSIBILITIES OF THE EMPLOYER

               (t)    In addition to the general  powers and  responsibilities
                      otherwise  provided for in this Plan,  the  Employer shall
                      be  empowered  to  appoint  and remove  the  Trustee  and
                      the Administrator  from time to time as it deems necessary
                      for the proper administration  of the Plan to ensure  that
                      the Plan is being  operated  for the  exclusive  benefit
                      of the Participants  and their Beneficiaries in accordance
                      with the  terms of the Plan,  the Code,  and the Act. The
                      Employer  may appoint  counsel,  specialists,  advisers,
                      agents (including any  nonfiduciary  agent) and other
                      persons as the Employer deems necessary or   desirable in
                      connection  with the exercise of its fiduciary  duties
                      under this Plan.  The Employer  may  compensate  such
                      agents  or  advisers  from  the  assets  of the  Plan as
                      fiduciary  expenses (but not including any business
                      (settlor) expenses of the Employer), to the extent not
                      paid by the Employer.

               (u)    The Employer  may, by written  agreement  or  designation,
                      appoint at its  option an  Investment  Manager  (qualified
                      under  the  Investment  Company  Act of 1940 as  amended),
                      investment adviser, or other agent to provide direction to
                      the Trustee with respect to any or all of the Plan assets.
                      Such appointment shall be given by the Employer in writing
                      in a form acceptable to the Trustee and shall specifically
                      identify  the  Plan  assets  with  respect  to  which  the
                      Investment  Manager or other agent shall have authority to
                      direct the investment.

               (v)    The Employer  shall  establish a "funding  policy and
                      method,"  i.e., it shall  determine  whether the Plan has
                      a short run need for  liquidity  (e.g.,  to pay benefits)
                      or whether liquidity  is a long run goal and  investment
                      growth (and  stability  of same) is a more  current  need,
                      or shall  appoint  a  qualified  person  to do so.  The
                      Employer  or its delegate  shall  communicate  such needs
                      and goals to the Trustee,  who shall coordinate such  Plan
                      needs  with its  investment  policy.  The  communication
                      of such a "funding policy and  method" shall not, however,
                      constitute  a  directive  to the Trustee as to  investment
                      of the Trust Funds.  Such  "funding  policy and method"
                      shall be  consistent with the objectives of this Plan and
                      with the requirements of Title I of the Act.

               (w)    The Employer shall periodically  review the performance of
                      any  Fiduciary  or other  person to whom  duties have been
                      delegated or allocated by it under the  provisions of this
                      Plan or pursuant to procedures established hereunder. This
                      requirement  may be satisfied by formal periodic review by
                      the  Employer  or  by  a  qualified  person   specifically
                      designated by the

                                       15

                      Employer,  through day-to-day  conduct and evaluation,  or
                      through other appropriate ways.

        2.2    DESIGNATION OF ADMINISTRATIVE AUTHORITY

               The Employer shall be the Administrator. The Employer may appoint
any person,  including,  but not limited to, the Employees of the  Employer,  to
perform the duties of the  Administrator.  Any person so appointed shall signify
his  acceptance  by  filing  written  acceptance  with  the  Employer.  Upon the
resignation  or  removal  of  any  individual   performing  the  duties  of  the
Administrator, the Employer may designate a successor.

        2.3    POWERS AND DUTIES OF THE ADMINISTRATOR

               The primary  responsibility of the Administrator is to administer
the Plan for the exclusive benefit of the Participants and their  Beneficiaries,
subject to the specific terms of the Plan. The  Administrator  shall  administer
the Plan in accordance with its terms and shall have the power and discretion to
construe  the  terms of the Plan  and to  determine  all  questions  arising  in
connection with the administration, interpretation, and application of the Plan.
Any such determination by the Administrator shall be conclusive and binding upon
all persons.  The  Administrator may establish  procedures,  correct any defect,
supply any  information,  or reconcile any  inconsistency  in such manner and to
such extent as shall be deemed  necessary  or advisable to carry out the purpose
of  the  Plan;  provided,  however,  that  any  procedure,   discretionary  act,
interpretation or construction shall be done in a nondiscriminatory manner based
upon uniform  principles  consistently  applied and shall be consistent with the
intent  that the Plan shall  continue  to be deemed a  qualified  plan under the
terms of Code Section 401(a), and shall comply with the terms of the Act and all
regulations  issued pursuant thereto.  The  Administrator  shall have all powers
necessary or appropriate to accomplish his duties under this Plan.

               The Administrator shall be charged with the duties of the general
administration of the Plan, including, but not limited to, the following:

               (a)    the discretion to determine all questions  relating to the
                      eligibility  of  Employees  to  participate  or  remain  a
                      Participant  hereunder and to receive  benefits  under the
                      Plan;

               (b)    to compute,  certify,  and direct the Trustee with respect
                      to the  amount  and the  kind of  benefits  to  which  any
                      Participant shall be entitled hereunder;

               (c)    to authorize  and direct the Trustee with  respect to all
                      nondiscretionary or otherwise  directed disbursements from
                      the Trust;

               (d)    to maintain all necessary records for the administration
                      of the Plan;

               (e)    to  interpret  the  provisions  of the  Plan  and to make
                      and  publish  such  rules  for regulation of the Plan as
                      are consistent with the terms hereof;

                                       16

               (f)    to  determine  the  size and  type of any  Contract  to be
                      purchased  from any insurer,  and to designate the insurer
                      from which such Contract shall be purchased;

               (g)    to compute and certify to the  Employer and to the Trustee
                      from time to time the sums of money necessary or desirable
                      to be contributed to the Plan;

               (h)    to consult with the Employer and the Trustee regarding the
                      short and long-term  liquidity  needs of the Plan in order
                      that the Trustee can exercise any investment discretion in
                      a manner designed to accomplish specific objectives;

               (i)    to prepare and  implement a procedure  to notify  Eligible
                      Employees  that they may elect to have a portion  of their
                      Compensation deferred or paid to them in cash;

               (j)    to  act   as   the   named   Fiduciary   responsible   for
                      communications  with  Participants  as needed to  maintain
                      Plan compliance  with ERISA Section 404(c),  including but
                      not   limited  to  the   receipt   and   transmitting   of
                      Participant's  directions  as to the  investment  of their
                      account(s) under the Plan and the formulation of policies,
                      rules, and procedures  pursuant to which  Participants may
                      give   investment   instructions   with   respect  to  the
                      investment of their accounts;

               (k)    to assist any Participant  regarding his rights, benefits,
                      or elections available under the Plan.

        2.4    RECORDS AND REPORTS

               The  Administrator  shall keep a record of all actions  taken and
shall keep all other books of account,  records,  policies,  and other data that
may be necessary for proper  administration of the Plan and shall be responsible
for  supplying  all  information  and reports to the Internal  Revenue  Service,
Department of Labor, Participants, Beneficiaries and others as required by law.

        2.5    APPOINTMENT OF ADVISERS

               The  Administrator,  or  the  Trustee  with  the  consent  of the
Administrator,  may appoint counsel,  specialists,  advisers,  agents (including
nonfiduciary agents) and other persons as the Administrator or the Trustee deems
necessary or  desirable  in  connection  with the  administration  of this Plan,
including   but  not  limited  to  agents  and   advisers  to  assist  with  the
administration  and management of the Plan,  and thereby to provide,  among such
other duties as the Administrator may appoint,  assistance with maintaining Plan
records and the providing of  investment  information  to the Plan's  investment
fiduciaries and to Plan Participants.

                                       17


        2.6    PAYMENT OF EXPENSES

               All expenses of administration  may be paid out of the Trust Fund
unless paid by the Employer.  Such expenses shall include any expenses  incident
to the functioning of the  Administrator,  or any person or persons  retained or
appointed by any Named Fiduciary  incident to the exercise of their duties under
the  Plan,  including,  but  not  limited  to,  fees  of  accountants,  counsel,
Investment  Managers,  agents (including  nonfiduciary agents) appointed for the
purpose of  assisting  the  Administrator  or the  Trustee in  carrying  out the
instructions of Participants as to the directed investment of their accounts and
other  specialists and their agents,  and other costs of administering the Plan.
Until paid, the expenses shall constitute a liability of the Trust Fund.

        2.7    CLAIMS PROCEDURE

               Any Participant or Beneficiary believing himself or herself to be
entitled to benefits  under this Plan shall be entitled to file a written  claim
for benefits with the  Administrator,  setting forth the benefits to which he or
she believes he or she is entitled and the reasons therefor.  Within ninety (90)
days after receipt of such claim for benefits, the Administrator shall determine
the  claimant's  right to the  benefits  claimed  and shall  give said  claimant
written notice of the Administrator's  decision,  and, if the claim is denied in
whole or in part, said written notice shall set forth in a manner  calculated to
be  understood  by the  claimant:  (a) the  specific  reason or reasons  for the
denial; (b) specific references to pertinent Plan provisions on which the denial
is based; (c) a description of any additional material or information  necessary
for the claimant to perfect the claim and an  explanation  of why such materials
or  information  is  necessary;  and (d) an  explanation  of the Plan's  appeals
procedure.  Such  notice  shall  be  sent  by  certified  mail,  return  receipt
requested,  to the address of the claimant filing the claim as it appears in the
books and records of the Employer,  or to such other address as the claimant may
direct. To the extent permitted by regulation, under special circumstances,  the
Administrator is allowed an additional  period of not more than ninety (90) days
(one hundred  eighty (180) days in total) within which to notify the claimant of
the  decision.  If such an extension is  required,  the claimant  will receive a
written  notice from the  Administrator  indicating the reason for the delay and
the date the claimant may expect a final decision.

        2.8    CLAIMS REVIEW PROCEDURE

               Within  sixty (60) days after  receipt of a denial of a claim for
benefits, the claimant or his duly authorized representative, may file a written
appeal with the Plan  Administrator  or the Plan  committee  appointed  for this
purpose,  including any comments,  statements or documents that the claimant may
wish to provide. The claimant may review pertinent Plan documents. Appeals shall
be considered  by the Plan  Administrator  or the  committee  appointed for such
purpose.  A decision shall be made within sixty (60) days, or within one hundred
twenty (120) days if, as provided by regulations,  special circumstances require
an extension of time for  processing,  after receipt of a written  appeal by the
claimant.  If the claim is  denied  on  appeal,  the Plan  Administrator  or the
committee  shall  set  forth the  reasons  for  denial  and the  pertinent  Plan
provisions in a written decision which shall be sent to the claimant.

                                       18

                                   ARTICLE III
                                   ELIGIBILITY

        3.1    CONDITIONS OF ELIGIBILITY

               Any Eligible  Employee  who has  completed 30 days of service and
has attained age 18 shall be eligible to participate hereunder as of the date he
has satisfied such requirements.  However, any Employee who was a Participant in
the Plan prior to the effective  date of this  amendment and  restatement  shall
continue to participate in the Plan.

               Notwithstanding  the  preceding  paragraph,   in  all  events  an
Eligible  Employee who has not already become a Participant  in accordance  with
the previous  paragraph and Section 3.2, shall be eligible to participate in the
Plan  following his or her attainment of age eighteen (18) and the completion of
a Year of Service  measured  from the date he or she  completes his or her first
Hour of  Service  for  which he or she is  compensated  for the  performance  of
services  or a  subsequent  Plan Year  beginning  with the Plan Year  commencing
within such  initial  twelve (12) month  period of service if he or she fails to
complete  a Year of Service  during his or her  initial  twelve  (12)  months of
employment.

        3.2    EFFECTIVE DATE OF PARTICIPATION

               An Eligible  Employee shall become a Participant  effective as of
the  first  day  following  the  date on  which  he  satisfies  the  eligibility
requirements of Section 3.1.

        3.3    DETERMINATION OF ELIGIBILITY

               The  Administrator   shall  determine  the  eligibility  of  each
Employee for  participation in the Plan based upon information  furnished by the
Employer.  Such determination  shall be conclusive and binding upon all persons,
as long as the same is made pursuant to the Plan and the Act. Such determination
shall be subject to review per Section 2.8.

        3.4    TERMINATION OF ELIGIBILITY

               (a)    In the event a Participant goes from a  classification  as
                      an Eligible  Employee to that of an  ineligible  Employee,
                      his or her accounts in the Plan shall continue to share in
                      the earnings of the Trust Fund (or, if applicable,  his or
                      her self-directed  accounts) until distributed pursuant to
                      the terms of the Plan.

               (b)    In the  event a  Participant  is no  longer a member of an
                      eligible  class of  Employees  and becomes  ineligible  to
                      participate,  such Employee will  participate  immediately
                      upon returning to an eligible class of Employees.

        3.5    OMISSION OF ELIGIBLE EMPLOYEE

               If, in any Plan Year,  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

                                       19

by his Employer for
the year has been made, the Employer shall make a subsequent  contribution  with
respect to the omitted Employee in the amount which the said Employer would have
contributed with respect to him had he not been omitted.

        3.6    INCLUSION OF INELIGIBLE EMPLOYEE

               If,  in any Plan  Year,  any  person  who  should  not have  been
included as a Participant in the Plan is  erroneously  included and discovery of
such incorrect inclusion is not made until after a contribution for the year has
been made, the Employer shall not be entitled to recover the  contribution  made
with respect to the ineligible  person  regardless of whether or not a deduction
is  allowable  with  respect to such  contribution.  In such  event,  the amount
contributed with respect to the ineligible  person shall constitute a Forfeiture
(except for Deferred  Compensation  which shall be distributed to the ineligible
person) for the Plan Year in which the discovery is made.

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

        4.1    FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

               For each Plan Year, the Employer shall contribute to the Plan:

               (a)    The amount of the total salary reduction  elections of all
                      Participants made pursuant to Section 4.2(a), which amount
                      shall be deemed an Employer Elective Contribution.

               (b)    On behalf of each  Participant who is eligible to share in
                      matching  contributions  for the  Plan  Year,  a  matching
                      contribution   determined   under  i),  ii)  or  iii),  as
                      applicable:

          CATEGORY                   MATCH FOR THE PLAN YEAR

     i) For those Employees      50 cent per each dollar deferred--deferrals
     who defer at least 2% of    over 2% of pay not to be matched.
     Compensation to the Plan:

     ii) For those Employees     50 cents per each dollar deferred plus an
     who defer less than 2% of   additional cents per hour contribution
     Compensation to the Plan:   which when added to the 50 cents per each
                                 dollar deferred match equals 1% of the
                                 Employee's Compensation.

     iii) For those Employees    An amount equal to 7.5 cents per Hour
     who do not defer            Accumulated.
     Compensation to the Plan.

                                       20

        For purposes of this section,  "Hour(s) Accumulated" shall have the same
        meaning as that in Section 4.1(d), Employer Discretionary ("Additional")
        Contributions.

               (c)    On behalf of each Non-Highly  Compensated  Participant who
                      is  eligible  to  share  in  the  Qualified   Non-Elective
                      Contribution for the Plan Year, a discretionary  Qualified
                      Non-Elective Contribution equal to a uniform percentage of
                      each  eligible   individual's   Compensation,   the  exact
                      percentage,  if any,  to be  determined  each  year by the
                      Employer. Any Employer Qualified Non-Elective Contribution
                      shall be deemed an Employer Elective Contribution.

               (d)    An amount  which shall be deemed an Employer  Non-Elective
                      Contribution, determined as follows:

                      (1)    For all Eligible  Employees,  the Employer shall
                             make a  contribution  of 15 cents     per all Hours
                             Accumulated during the Plan Year.

                      (2)    For  purposes of this  Section  and Section  4.1(b)
                             regarding  Employer  match,  "Hour(s)  Accumulated"
                             shall mean regular,  over-time,  vacation, holiday,
                             birthday, jury duty and funeral leave hours, only.

               (e)    Additionally,  to the extent necessary, the Employer shall
                      contribute to the Plan the amount necessary to provide the
                      top heavy minimum  contribution.  All contributions by the
                      Employer shall be made in cash.

        4.2    PARTICIPANT'S SALARY REDUCTION ELECTION

               (f)    Each Participant may elect to defer from 1% to 15% of his
                      Compensation  which would have  been received in the Plan
                      Year, but for the deferral  election.  A deferral election
                      (or modification of an earlier  election) may not be made
                      with respect to Compensation which is currently  available
                      on or before the date the  Participant  executed  such
                      election. For purposes of this Section, Compensation shall
                      be determined  prior to any reductions   made  pursuant to
                      Code  Sections  125,  402(e)(3),  402(h)(1)(B),  403(b) or
                      457(b),  and Employee  contributions  described in Code
                      Section 414(h)(2) that are treated as Employer
                      contributions.

                      The amount by which  Compensation is reduced shall be that
                      Participant's  Deferred  Compensation and be treated as an
                      Employer  Elective  Contribution  and  allocated  to  that
                      Participant's Elective Account.

               (g)    The balance in each  Participant's  Elective Account shall
                      be fully  Vested at all times and shall not be  subject to
                      Forfeiture for any reason.

                                       21

               (h)    Notwithstanding  anything  in the  Plan  to the  contrary,
                      amounts held in the Participant's Elective Account may not
                      be distributable earlier than:

                      (1)    a  Participant's  separation  from  service,  Total
                             and Permanent  Disability,  or  death;

                      (2)    a Participant's attainment of age 59 1/2;

                      (3)    the  termination  of  the  Plan  without  the
                             establishment or existence  of a  "successor plan,"
                             as that term is described in Regulation 1.401(k)-l
                             (d)(3);

                      (4)    the  date  of  disposition  by the  Employer  to an
                             entity  that  is  not  an  Affiliated  Employer  of
                             substantially all of the assets (within the meaning
                             of Code  Section  409(d)(2))  used  in a  trade  or
                             business of such  corporation  if such  corporation
                             continues   to   maintain   this  Plan   after  the
                             disposition  with  respect  to  a  Participant  who
                             continues employment with the corporation acquiring
                             such assets;

                      (5)    the  date  of  disposition  by the  Employer  or an
                             Affiliated  Employer who  maintains the Plan of its
                             interest  in a  subsidiary  (within  the meaning of
                             Code Section  409(d)(3))  to an entity which is not
                             an  Affiliated  Employer but only with respect to a
                             Participant  who  continues  employment  with  such
                             subsidiary; or

                      (6)    the proven  financial  hardship of a  Participant,
                             subject to the  limitations of  Section 6.11.

               (i)    For each Plan Year, a Participant's  Deferred
                      Compensation  made under this Plan and all   other plans,
                      contracts or arrangements of the Employer  maintaining
                      this Plan shall not exceed,  during any  taxable  year of
                      the  Participant,  the limitation  imposed by Code Section
                      402(g),  as in effect at the  beginning  of such  taxable
                      year. If such dollar limitation is exceeded, a Participant
                      will be deemed to have notified the  Administrator of such
                      excess  amount which shall be  distributed  in a manner
                      consistent  with Section 4.2(f).  The  dollar  limitation
                      shall  be  adjusted  annually  pursuant  to the  method
                      provided in Code Section 415(d) in accordance with
                      Regulations.

               (j)    In  the  event  a  Participant  has  received  a  hardship
                      distribution  from  his  Participant's   Elective  Account
                      pursuant  to Section  6.11(b) or  pursuant  to  Regulation
                      1.401(k)-l(d)(2)(iv)(B)  from any other plan maintained by
                      the Employer, then such Participant shall not be permitted
                      to elect to have Deferred Compensation  contributed to the
                      Plan on his  behalf  for a period  of twelve  (12)  months
                      following  the receipt of the  distribution.  Furthermore,
                      the dollar limitation under Code Section 402(g) shall be

                                       22

                      reduced,  with respect to the  Participant's  taxable year
                      following   the  taxable   year  in  which  the   hardship
                      distribution was made, by the amount of such Participant's
                      Deferred Compensation,  if any, pursuant to this Plan (and
                      any other plan maintained by the Employer) for the taxable
                      year of the hardship distribution.

               (k)    If a  Participant's  Deferred  Compensation  under this
                      Plan  together  with any elective  deferrals  (as defined
                      in  Regulation  1.402(g)-1(b))  under  another  qualified
                      cash or  deferred  arrangement (as defined in Code Section
                      401(k)), a simplified employee pension (as defined in Code
                      Section 408(k)), a salary reduction  arrangement  (within
                      the meaning of Code Section  3121(a)(5)(D)),  a deferred
                      compensation plan under Code Section 457(b),    or a trust
                      described  in Code  Section  501(c)(18)  cumulatively
                      exceed the  limitation  imposed by Code  Section  402(g)
                      (as  adjusted  annually  in  accordance  with the method
                      provided in Code Section 415(d) pursuant to Regulations)
                      for such  Participant's  taxable year,  the  Participant
                      may,  not  later  than  March  1  following  the  close of
                      the Participant's taxable  year, notify the  Administrator
                      in  writing of such excess and request that  his  Deferred
                      Compensation  under  this  Plan  be  reduced  by an amount
                      specified by the  Participant.  In such event, the
                      Administrator  may direct the Trustee to  distribute  such
                      excess  amount (and any Income  allocable to such excess
                      amount) to the  Participant  not  later  than  the  first
                      April  15th  following  the  close of the   Participant's
                      taxable year.  Any  distribution  of less than the entire
                      amount of Excess Deferred  Compensation  and Income shall
                      be treated as a pro rata  distribution of Excess  Deferred
                      Compensation  and  Income.  The  amount  distributed shall
                      not  exceed  the  Participant's  Deferred  Compensation
                      under the Plan for the taxable year (and any Income
                      allocable  to such  excess  amount).  Any  distribution on
                      or before the last day of the   Participant's taxable year
                      must satisfy each of the following conditions:

                      (1)    the  distribution  must be made  after  the date on
                             which  the Plan  received  the      Excess Deferred
                             Compensation;

                      (2)    the   Participant   shall   designate   the
                             distribution   as  Excess   Deferred  Compensation;
                             and

                      (3)    the Plan must  designate the  distribution  as a
                             distribution  of Excess  Deferred  Compensation.

                             Matching   contributions  which  relate  to  Excess
                             Deferred Compensation which is distributed pursuant
                             to this Section 4.2(f) shall be forfeited.

               (l)    Notwithstanding  Section  4.2(f) above,  a  Participant's
                      Excess  Deferred  Compensation shall be  reduced,  but not
                      below  zero,  by any  distribution  of

                                       23

                      Excess  Contributions   pursuant  to Section  4.6(a)  for
                      the Plan Year  beginning  with or within the taxable year
                      of the Participant.

               (m)    At Normal  Retirement  Date,  or such  other date when the
                      Participant  shall be  entitled to receive  benefits,  the
                      fair market value of the  Participant's  Elective  Account
                      shall  be  used  to  provide  additional  benefits  to the
                      Participant or his Beneficiary.

               (n)    Employer  Elective  Contributions  made  pursuant  to this
                      Section may be segregated into a separate account for each
                      Participant  in  a  federally   insured  savings  account,
                      certificate  of  deposit  in a bank or  savings  and  loan
                      association, money market certificate, or other short-term
                      debt security acceptable to the Trustee until such time as
                      the allocations pursuant to Section 4.4 have been made.

               (o)    The Employer and the  Administrator  shall  implement  the
                      salary   reduction   elections   provided  for  herein  in
                      accordance with the following:

                      (1)    A Participant must make his initial salary deferral
                             election  within a reasonable  time,  not to exceed
                             thirty (30) days,  after entering the Plan pursuant
                             to Section 3.2. If the Participant fails to make an
                             initial salary deferral  election within such time,
                             then  such   Participant  may  thereafter  make  an
                             election  in  accordance  with the rules  governing
                             modifications.  The Participant  shall make such an
                             election   by  entering   into  a  written   salary
                             reduction  agreement  with the  Employer and filing
                             such   agreement  with  the   Administrator.   Such
                             election  shall  initially be  effective  beginning
                             with the pay period following the acceptance of the
                             salary  reduction  agreement by the  Administrator,
                             shall not have retroactive  effect and shall remain
                             in force until revoked.

                      (2)    A  Participant  may modify a prior  election at any
                             time during the Plan Year and  concurrently  make a
                             new  election  by filing a written  notice with the
                             Administrator  within a reasonable  time before the
                             pay  period for which  such  modification  is to be
                             effective.   Any   modification   shall   not  have
                             retroactive  effect and shall remain in force until
                             revoked.

                      (3)    A Participant may elect to prospectively revoke his
                             salary  reduction  agreement in its entirety at any
                             time  during  the  Plan  Year  by   providing   the
                             Administrator  with thirty (30) days written notice
                             of such  revocation  (or upon such  shorter  notice
                             period as may be acceptable to the  Administrator).
                             Such  revocation  shall become  effective as of the
                             beginning of the first pay period  coincident  with
                             or next  following  the  expiration  of the  notice
                             period.   Furthermore,   the   termination  of  the
                             Participant's employment, or the cessation of

                                       24

                             participation for any  reason, shall be  deemed  to
                             revoke  any   salary   reduction   agreement   then
                             in   effect, effective  immediately  following  the
                             close of the  pay  period  within  which  such
                             termination   or  cessation occurs.

        4.3    TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

               The Employer shall generally pay to the Trustee its  contribution
to the Plan for each Plan Year  within  the time  prescribed  by law,  including
extensions of time, for the filing of the Employer federal income tax return for
the Fiscal Year.

               However,  Employer  Elective  Contributions  accumulated  through
payroll deductions shall be paid to the Trustee as of the earliest date on which
such  contributions  can  reasonably  be  segregated  from the Employer  general
assets,  but in any event  within  ninety  (90) days from the date on which such
amounts  would  otherwise  have been  payable to the  Participant  in cash.  The
provisions of Department of Labor regulations 2510.3-102 are incorporated herein
by reference.  Furthermore,  any  additional  Employer  contributions  which are
allocable to the Participant's Elective Account for a Plan Year shall be paid to
the Plan no later than the twelve-month  period immediately  following the close
of such Plan Year.

        4.4    ALLOCATION OF CONTRIBUTION AND EARNINGS

               (p)    The Administrator  shall establish and maintain an account
                      in the name of each Participant to which the Administrator
                      shall  credit  as of each  Anniversary  Date  all  amounts
                      allocated to each such Participant as set forth herein.

               (q)    The  Employer  shall  provide the  Administrator  with all
                      information required by the Administrator to make a proper
                      allocation  of the  Employer  contributions  for each Plan
                      Year. Within a reasonable period of time after the date of
                      receipt  by the  Administrator  of such  information,  the
                      Administrator shall allocate such contribution as follows:

                      (1)    With respect to the Employer Elective  Contribution
                             made   pursuant   to   Section   4.1(a),   to  each
                             Participant's  Elective  Account in an amount equal
                             to each such  Participant's  Deferred  Compensation
                             for the year.

                      (2)    With   respect   to   the   Employer   Non-Elective
                             Contribution  made pursuant to Section  4.1(b),  to
                             each  Participant's   Account  in  accordance  with
                             Section 4.1(b).

                             Any Participant  actively  employed during the Plan
                             Year  shall be  eligible  to share in the  matching
                             contribution for the Plan Year.

                                       25

                      (3)    With respect to the Employer Qualified Non-Elective
                             Contribution  made pursuant to Section  4.1(c),  to
                             each  Participant's  Elective  Account when used to
                             satisfy the "Actual Deferral  Percentage"  tests or
                             Participant's  Account in  accordance  with Section
                             4.l(c).

                             Any  Non-Highly  Compensated  Participant  actively
                             employed  during the Plan Year shall be eligible to
                             share in the  Qualified  Non-Elective  Contribution
                             for the Plan Year.

                      (4)    With   respect   to   the   Employer   Non-Elective
                             Contribution  made pursuant to Section  4.1(d),  to
                             each  Participant's  Account  pursuant  to  Section
                             4.1(d).

                             Any Participant  actively  employed during the Plan
                             Year   shall   be   eligible   to   share   in  the
                             discretionary contribution for the year.

               (r)    For  any  Top  Heavy  Plan  Year,  Non-Key  Employees  not
                      otherwise   eligible  to  share  in  the   allocation   of
                      contributions as provided above, shall receive the minimum
                      allocation  provided  for in  Section  4.4(f) if  eligible
                      pursuant to the provisions of Section 4.4(h).

               (s)    Notwithstanding  the foregoing,  Participants  who are not
                      actively  employed on the last day of the Plan Year due to
                      Retirement   (Normal   or  Late),   Total  and   Permanent
                      Disability  or  death  shall  share in the  allocation  of
                      contributions for that Plan Year.

               (t)    As of each Valuation  Date,  before the current  valuation
                      period allocation of Employer contributions,  any earnings
                      or losses (net  appreciation or net  depreciation)  of the
                      Trust Fund shall be allocated in the same  proportion that
                      each Participant's and Former Participant's  nonsegregated
                      accounts bear to the total of all Participants' and Former
                      Participants'  nonsegregated  accounts  as of  such  date.
                      Earnings  or  losses  with  respect  to  a   Participant's
                      Directed  Account  shall be allocated in  accordance  with
                      Section 4.12.

                      Participants'   transfers  from  other   qualified   plans
                      deposited  in the  general  Trust Fund shall  share in any
                      earnings and losses (net appreciation or net depreciation)
                      of the Trust Fund in the same manner provided above.  Each
                      segregated  account  maintained on behalf of a Participant
                      shall be credited or charged  with its  separate  earnings
                      and losses.

               (u)    Minimum  Allocations  Required  for Top Heavy Plan  Years:
                      Notwithstanding  the  foregoing,  for any Top  Heavy  Plan
                      Year, the sum of the Employer  contributions  allocated to
                      the   Participant's   Combined  Account  of  each  Non-Key
                      Employee  shall be equal to at least three percent (3%) of
                      such Non-Key Employee's "415 Compensation" (reduced

                                       26

                      by
                      contributions and forfeitures,  if any,  allocated to each
                      Non-Key Employee in any defined contribution plan included
                      with this plan in a Required Aggregation Group).  However,
                      if (1) the sum of the Employer contributions  allocated to
                      the  Participant's  Combined  Account of each Key Employee
                      for such Top Heavy  Plan Year is less than  three  percent
                      (3%) of each Key  Employee's  "415  Compensation"  and (2)
                      this Plan is not required to be included in an Aggregation
                      Group  to  enable  a  defined  benefit  plan to  meet  the
                      requirements of Code Section  401(a)(4) or 410, the sum of
                      the Employer contributions  allocated to the Participant's
                      Combined  Account of each Non-Key  Employee shall be equal
                      to the largest  percentage  allocated to the Participant's
                      Combined  Account  of  any  Key  Employee.   However,   in
                      determining  whether a Non-Key  Employee  has received the
                      required  minimum  allocation,   such  Non-Key  Employee's
                      Deferred Compensation and matching contributions needed to
                      satisfy  the  "Actual   Contribution   Percentage"   tests
                      pursuant  to  Section  4.7(a)  shall  not  be  taken  into
                      account.

                      However,  no such minimum  allocation shall be required in
                      this Plan for any Non-Key  Employee  who  participates  in
                      another defined  contribution plan subject to Code Section
                      412  included  with  this Plan in a  Required  Aggregation
                      Group.

               (v)    For purposes of the minimum  allocations  set forth above,
                      the  percentage  allocated to the  Participant's  Combined
                      Account of any Key Employee shall be equal to the ratio of
                      the sum of the Employer contributions  allocated on behalf
                      of such Key Employee divided by the "415 Compensation" for
                      such Key Employee.

               (w)    For any Top Heavy Plan Year, the minimum  allocations  set
                      forth  above  shall  be  allocated  to  the  Participant's
                      Combined   Account  of  all  Non-Key   Employees  who  are
                      Participants  and who are  employed by the Employer on the
                      last day of the Plan Year, including Non-Key Employees who
                      have (1)  failed to  complete a Year of  Service;  and (2)
                      declined to make mandatory contributions (if required) or,
                      in the case of a cash or  deferred  arrangement,  elective
                      contributions to the Plan.

               (x)    In lieu of the above,  in any Plan Year in which a Non-Key
                      Employee is a Participant  in both this Plan and a defined
                      benefit  pension plan  included in a Required  Aggregation
                      Group  which  is top  heavy,  the  Employer  shall  not be
                      required to provide  such Non-Key  Employee  with both the
                      full separate defined benefit plan minimum benefit and the
                      full   separate   defined    contribution   plan   minimum
                      allocation.

                      Therefore,  for any Plan Year when the Plan is a Top Heavy
                      Plan, a Non-Key Employee who is participating in this Plan
                      and a defined benefit plan

                                       27

                      maintained  by the Employer
                      shall  receive a minimum  monthly  accrued  benefit in the
                      defined   benefit   plan  equal  to  the  product  of  (1)
                      one-twelfth  (1/12th) of "415 Compensation"  averaged over
                      the five (5)  consecutive  "limitation  years"  (or actual
                      "limitation  years," if less)  which  produce  the highest
                      average  and  (2)  the  lesser  of (i)  two  percent  (2%)
                      multiplied  by years of service when the plan is top heavy
                      or (ii) twenty percent (20%).

               (y)    For the  purposes  of this  Section,  "415  Compensation"
                      shall be limited to  $150,000.   Such amount shall be
                      adjusted  for  increases  in the cost of living in
                      accordance  with Code Section  401(a)(17), except that the
                      dollar  increase in effect on January 1 of any    calendar
                      year  shall be  effective  for the Plan  Year  beginning
                      with or  within  such calendar  year. For any short Plan
                      Year the "415  Compensation"  limit shall be an amount
                      equal to the "415  Compensation"  limit  for the  calendar
                      year in which  the Plan  Year  begins  multiplied  by the
                      ratio  obtained by  dividing  the number of full months in
                      the  short Plan Year by twelve (12).

               (z)    Notwithstanding   anything   herein   to   the   contrary,
                      Participants  who  terminated  employment  for any  reason
                      during the Plan Year shall  share in the salary  reduction
                      contributions  made  by  the  Employer  for  the  year  of
                      termination   without  regard  to  the  Hours  of  Service
                      credited.

               (aa)   If a  Former  Participant  is  reemployed  after  five (5)
                      consecutive  1-Year  Breaks  in  Service,   then  separate
                      accounts shall be maintained as follows:

                      (1)    one account for nonforfeitable benefits
                             attributable to pre-break service; and

                      (2)    one  account  representing  his  status in the Plan
                             attributable  to  post-break  service.

        4.5    ACTUAL DEFERRAL PERCENTAGE TESTS

               (bb)   Maximum  Annual  Allocation:  For each Plan Year beginning
                      after  December 31, 1996,  the annual  allocation  derived
                      from   Employer   Elective   Contributions   to  a  Highly
                      Compensated  Participant's  Elective Account shall satisfy
                      one of the following tests:

                      (1)    The  "Actual  Deferral  Percentage"  for the Highly
                             Compensated  Participant  group  shall  not be more
                             than  the  "Actual  Deferral   Percentage"  of  the
                             Non-Highly  Compensated  Participant group (for the
                             preceding  Plan  Year  if the  prior  year  testing
                             method is used to  calculate  the "Actual  Deferral
                             Percentage"   for   the   Non-Highly    Compensated
                             Participant group) multiplied by 1.25, or

                                       28

                      (2)    The excess of the "Actual Deferral  Percentage" for
                             the Highly  Compensated  Participant group over the
                             "Actual  Deferral  Percentage"  for the  Non-Highly
                             Compensated  Participant  group (for the  preceding
                             Plan Year if the prior year testing  method is used
                             to calculate the "Actual  Deferral  Percentage" for
                             the Non-Highly Compensated Participant group) shall
                             not   be   more   than   two   percentage   points.
                             Additionally,  the "Actual Deferral Percentage" for
                             the Highly Compensated  Participant group shall not
                             exceed the  "Actual  Deferral  Percentage"  for the
                             Non-Highly  Compensated  Participant group (for the
                             preceding  Plan  Year  if the  prior  year  testing
                             method is used to  calculate  the "Actual  Deferral
                             Percentage"   for   the   Non-Highly    Compensated
                             Participant  group) multiplied by 2. The provisions
                             of   Code   Section    401(k)(3)   and   Regulation
                             1.401(k)-1(b) are incorporated herein by reference.

                             However,  in order to prevent the  multiple  use of
                             the alternative  method  described in (2) above and
                             in   Code   Section   401(m)(9)(A),    any   Highly
                             Compensated  Participant  eligible to make elective
                             deferrals  pursuant  to  Section  4.2  and to  make
                             Employee   contributions  or  to  receive  matching
                             contributions  under  this  Plan or under any other
                             plan  maintained  by the Employer or an  Affiliated
                             Employer shall have a continuation  of his Elective
                             Contributions and Employer  matching  contributions
                             and his Employee  contributions reduced pursuant to
                             Section  4.6(a)  and  Regulation  1.401(m)-2,   the
                             provisions  of which  are  incorporated  herein  by
                             reference.

               (cc)   For the purposes of this Section  "Actual  Deferral
                      Percentage" means, with respect to the Highly  Compensated
                      Participant group and Non-Highly  Compensated  Participant
                      group for a Plan Year, the average of the ratios,
                      calculated  separately for each  Participant    in such
                      group,  of the  amount of  Employer  Elective
                      Contributions  allocated  to each  Participant's  Elective
                      Account  for  such  Plan  Year,  to such  Participant's
                      "414(s) Compensation"  for such Plan Year.  The actual
                      deferral ratio for each  Participant  and     the  "Actual
                      Deferral  Percentage" for each group  shall be  calculated
                      to the nearest one-hundredth  of  one  percent.   Employer
                      Elective  Contributions  allocated  to  each    Non-Highly
                      Compensated  Participant's  Elective  Account  shall  be
                      reduced  by  Excess  Deferred  Compensation  to the extent
                      such excess amounts are made under this Plan or any  other
                      plan maintained by the Employer.

                      Notwithstanding  the  above,  if the  prior  year  testing
                      method  is  used  to   calculate   the  "Actual   Deferral
                      Percentage"  for the  Non-Highly  Compensated  Participant
                      group  for the  first  Plan  Year of  this  amendment  and
                      restatement,  the  "Actual  Deferral  Percentage"  for the
                      Non-Highly

                                       29

                      Compensated  Participant group for the preceding Plan Year
                      shall be calculated pursuant to the provisions of the Plan
                      then in effect.

               (dd)   For the  purposes  of  Sections  4.5(a)  and 4.6, a Highly
                      Compensated   Participant  and  a  Non-Highly  Compensated
                      Participant  shall include any Employee eligible to make a
                      deferral  election pursuant to Section 4.2, whether or not
                      such deferral  election was made or suspended  pursuant to
                      Section 4.2.

                      Notwithstanding  the  above,  if the  prior  year  testing
                      method  is  used  to   calculate   the  "Actual   Deferral
                      Percentage"  for the  Non-Highly  Compensated  Participant
                      group  for the  first  Plan  Year of  this  amendment  and
                      restatement,  for purposes of Section 4.5(a), a Non-Highly
                      Compensated  Participant  shall  include any such Employee
                      eligible to make a deferral election,  whether or not such
                      deferral  election was made or suspended,  pursuant to the
                      provisions  of the Plan in effect for the  preceding  Plan
                      Year.

               (ee)   If the Plan uses the prior year testing  method,  the
                      "Actual  Deferral  Percentage"  for  the Non-Highly
                      Compensated  Participant group is determined without
                      regard to changes in the group of Non-Highly  Compensated
                      Participants who are eligible under the Plan in the
                      testing year.  However,  if the Plan results  from, or is
                      otherwise  affected by, a "Plan Coverage  Change"  that
                      becomes  effective  during the  testing  year,  then the
                      "Actual Deferral  Percentage"  for the  Non-Highly
                      Compensated  Participant  group for the prior  year is the
                      "Weighted  Average of the  Actual  Deferral  Percentages
                      For The Prior Year Subgroups."  Notwithstanding  the
                      above,  if ninety  (90)  percent  or more of the total
                      number of Non-Highly  Compensated  Participants  from all
                      "Prior Year Subgroups" are from a single "Prior Year
                      Subgroup,"  then in determining  the "Actual  Deferral
                      Percentage" for the Non-Highly  Compensated  Participants
                      for the prior year, the Employer may elect  to use the
                      "Actual Deferral Percentage" for Non-Highly  Compensated
                      Participants for the prior year under which that single
                      "Prior Year  Subgroup" was eligible,  in lieu of using
                      the  weighted  averages.  For purposes of this Section the
                      following  definitions  shall apply:

                      (1)    "Plan Coverage  Change" means a change in the group
                             or groups of  eligible  Participants  on account of
                             (i) the  establishment or amendment of a plan, (ii)
                             a plan merger, consolidation, or spinoff under Code
                             Section  414(1),  (iii) a change  in the way  plans
                             within  the  meaning  of Code  Section  414(1)  are
                             combined or separated  for  purposes of  Regulation
                             1.401(k)-1 (g)(11), or (iv) a combination of any of
                             the foregoing.

                                       30

                      (2)    "Prior   Year   Subgroup"   means  all   Non-Highly
                             Compensated Participants for the prior year who, in
                             the prior year, were eligible  Participants under a
                             specific Code Section 401(k) plan maintained by the
                             Employer   and  who  would   have   been   eligible
                             Participants  in the  prior  year  under  the  plan
                             tested if the plan  coverage  change had first been
                             effective  as of the first  day of the  prior  year
                             instead of first being effective during the testing
                             year.

                      (3)    "Weighted    Average   of   the   Actual   Deferral
                             Percentages For The Prior Year Subgroups" means the
                             sum, for all prior year subgroups, of the "Adjusted
                             Actual Deferral Percentages."

                      (4)    "Adjusted Actual Deferral  Percentage" with respect
                             to a prior year subgroup means the Actual  Deferral
                             Percentage for Non-Highly Compensated  Participants
                             for the prior year of the specific plan under which
                             the  members  of  the  prior  year   subgroup  were
                             eligible  Participants,  multiplied  by a fraction,
                             the  numerator of which is the number of Non-Highly
                             Compensated Participants in the prior year subgroup
                             and the denominator of which is the total number of
                             Non-Highly  Compensated  Participants  in all prior
                             year subgroups.

               (ff)   For the purposes of this Section and Code Sections  401(a)
                      (4), 410(b) and 401(k), if two or more plans which include
                      cash or deferred  arrangements  are  considered  one plan
                      for the   purposes  of  Code   Section   401(a)(4)   or
                      410(b)   (other  than  Code  Section  410(b)(2)(A)(ii)),
                      the cash or  deferred  arrangements  included  in such
                      plans shall be treated as one arrangement.  In addition,
                      two or more cash or deferred  arrangements may   be
                      considered as a single  arrangement  for purposes of
                      determining  whether or not such     arrangements  satisfy
                      Code Sections  401(a)(4),  410(b) and 401(k).  In such a
                      case,  the  cash or  deferred  arrangements  included  in
                      such  plans  and the plans  including  such   arrangements
                      shall be treated as one  arrangement  and as one plan for
                      purposes of this  Section and Code Sections  401(a)(4),
                      410(b) and 401(k).  Plans may be aggregated  under    this
                      paragraph  (e) only if they have the same plan  year.
                      Notwithstanding the  above, for Plan Years beginning after
                      December 31, 1996, if two or more plans are  permissively
                      aggregated under Regulation  1.410(b)-7(d),  all plans
                      permissively  aggregated must use  either the current year
                      testing  method or the prior year testing  method for the
                      testing  year.

                      Notwithstanding  the above,  an employee  stock  ownership
                      plan  described in Code Section  4975(e)(7) or 409 may not
                      be combined  with this Plan for  purposes  of  determining
                      whether the  employee  stock  ownership  plan or this Plan
                      satisfies this Section and Code Sections 401(a)(4), 410(b)
                      and 401(k).

                                       31

               (gg)   For the purposes of this Section,  if a Highly Compensated
                      Participant is a Participant under  two or  more  cash  or
                      deferred  arrangements  (other  than a  cash  or  deferred
                      arrangement  which  is part of an  employee  stock
                      ownership  plan  as  defined  in Code  Section  4975(e)(7)
                      or 409) of the Employer or an Affiliated  Employer,  all
                      such cash or deferred  arrangements  shall be  treated  as
                      one cash or  deferred  arrangement  for the    purpose  of
                      determining   the  actual   deferral  ratio  with  respect
                      to  such  Highly  Compensated  Participant.  However,  if
                      the cash or deferred  arrangements have different    plan
                      years,   this  paragraph  shall  be  applied  by  treating
                      all  cash  or  deferred arrangements ending with or within
                      the same calendar year as a single arrangement.

               (hh)   For purposes of this Section, when calculating the "Actual
                      Deferral   Percentage"  for  the  Non-Highly   Compensated
                      Participant  group, the prior year testing method shall be
                      used.  Any change from the current year testing  method to
                      the prior year testing  method  shall be made  pursuant to
                      Internal  Revenue  Service  Notice 98-1,  Section VII, the
                      provisions of which are incorporated herein by reference.

        4.6    ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

               In  the  event  (or  if  it  is  anticipated)  that  the  initial
allocations of the Employer Elective  Contributions made pursuant to Section 4.4
do (or might) not satisfy one of the tests set forth in Section  4.5(a) for Plan
Years beginning after December 31, 1996, the  Administrator  shall adjust Excess
Contributions pursuant to the options set forth below:

               (ii)   On or before the  fifteenth  day of the third month
                      following the end of each Plan Year,  the Highly
                      Compensated  Participant  having the largest amount of
                      Elective  Contributions   shall  have a portion  of his
                      Excess  Contributions  distributed  to him until the total
                      amount  of  Excess  Contributions  has been  distributed,
                      or  until  the  amount  of his     Elective  Contributions
                      equals the  Elective  Contributions  of the  Highly
                      Compensated Participant having the second  largest  amount
                      of Elective  Contributions.  This process   shall continue
                      until the total amount of Excess  Contributions has been
                      distributed.  In  determining  the amount of Excess
                      Contributions  to be  distributed  with  respect to an
                      affected  Highly  Compensated  Participant  as  determined
                      herein,  such amount shall be  reduced  pursuant  to
                      Section  4.2(f) by any  Excess  Deferred  Compensation
                      previously  distributed to such affected Highly
                      Compensated  Participant for his taxable year ending
                      with or within such Plan Year.

                      (1)    With   respect  to  the   distribution   of  Excess
                             Contributions   pursuant   to   (a)   above,   such
                             distribution:

                             (i)    may be postponed but not later than the
                                    close of the Plan Year following  the Plan
                                    Year to which they are allocable;

                                       32

                             (ii)   shall be adjusted for Income; and

                             (iii)  shall be designated by the Employer as a
                                    distribution of Excess Contributions (and
                                    Income).

                      (2)    Any  distribution of less than the entire amount of
                             Excess Contributions shall be treated as a pro rata
                             distribution of Excess Contributions and Income.

                      (3)    Matching   contributions  which  relate  to  Excess
                             Contributions shall be forfeited unless the related
                             matching  contribution  is distributed as an Excess
                             Aggregate Contribution pursuant to Section 4.8.

               (jj)   Within  twelve (12) months after the end of the Plan Year,
                      the  Employer  may make a special  Qualified  Non-Elective
                      Contribution   on   behalf   of   Non-Highly   Compensated
                      Participants   electing  salary  reductions   pursuant  to
                      Section  4.2 in an amount  sufficient  to  satisfy  (or to
                      prevent an  anticipated  failure  of) one of the tests set
                      forth  in  Section  4.5(a).  Such  contribution  shall  be
                      allocated to the  Participant's  Elective  Account of each
                      Non-Highly   Compensated   Participant   electing   salary
                      reductions pursuant to Section 4.2 per capita.

                      However,  if the prior year  testing  method is used,  the
                      special  Qualified  Non-Elective   Contribution  shall  be
                      allocated  in the  prior  Plan  Year to the  Participant's
                      Elective Account on behalf of each Non-Highly  Compensated
                      Participant  who was  employed by the Employer on the last
                      day of the prior Plan Year per capita.  Such  contribution
                      shall  be made  by the  Employer  prior  to the end of the
                      current Plan Year.

               (kk)   If during a Plan Year the  projected  aggregate  amount of
                      Elective  Contributions  to be  allocated  to  all  Highly
                      Compensated  Participants under this Plan would, by virtue
                      of the tests set forth in Section  4.5(a),  cause the Plan
                      to  fail   such   tests,   then  the   Administrator   may
                      automatically  reduce  proportionately  or  in  the  order
                      provided   in  Section   4.6(a)   each   affected   Highly
                      Compensated  Participant's deferral election made pursuant
                      to Section  4.2 by an amount  necessary  to satisfy one of
                      the tests set forth in Section 4.5(a).

        4.7    ACTUAL CONTRIBUTION PERCENTAGE TESTS

               (ll)   The  "Actual  Contribution   Percentage"  for  Plan  Years
                      beginning   after   December   31,  1996  for  the  Highly
                      Compensated Participant group shall not exceed the greater
                      of:

                      (1)    125 percent of such percentage for the Non-Highly
                             Compensated Participant  group (for  the  preceding
                             Plan  Year  if the  prior  year

                                       33

                             testing  method  is used to   calculate the "Actual
                             Contribution  Percentage"  for the  Non-Highly
                             Compensated Participant group); or

                      (2)    the lesser of 200  percent of such  percentage  for
                             the Non-Highly  Compensated  Participant group (for
                             the  preceding  Plan Year if the prior year testing
                             method   is   used   to   calculate   the   "Actual
                             Contribution   Percentage"   for   the   Non-Highly
                             Compensated  Participant group), or such percentage
                             for the Non-Highly  Compensated  Participant  group
                             (for the  preceding  Plan  Year if the  prior  year
                             testing  method is used to  calculate  the  "Actual
                             Contribution   Percentage"   for   the   Non-Highly
                             Compensated  Participant  group) plus 2  percentage
                             points. However, to prevent the multiple use of the
                             alternative  method described in this paragraph and
                             Code Section 401 (m)(9)(A),  any Highly Compensated
                             Participant  eligible  to make  elective  deferrals
                             pursuant  to  Section  4.2 or  any  other  cash  or
                             deferred arrangement  maintained by the Employer or
                             an   Affiliated   Employer  and  to  make  Employee
                             contributions or to receive matching  contributions
                             under this Plan or under any plan maintained by the
                             Employer  or an  Affiliated  Employer  shall have a
                             combination  of  his  Elective   Contributions  and
                             Employer  matching  contributions  and his Employee
                             contributions   reduced   pursuant  to   Regulation
                             1.401(m)-2  and Section  4.8(a).  The provisions of
                             Code Section 401(m) and  Regulations  1.401(m)-l(b)
                             and   1.401(m)-2   are   incorporated   herein   by
                             reference.

               (mm)   For the purposes of this Section and Section 4.8,  "Actual
                      Contribution  Percentage"  for a  Plan  Year  means,  with
                      respect to the Highly  Compensated  Participant  group and
                      Non-Highly   Compensated   Participant   group   (for  the
                      preceding  Plan Year if the prior year  testing  method is
                      used to calculate the "Actual Contribution Percentage" for
                      the Non-Highly Compensated Participant group), the average
                      of the ratios (calculated  separately for each Participant
                      in each group rounded to the nearest  one-hundredth of one
                      percent) of:

                      (1)    the sum of Employer  matching  contributions  made
                             pursuant to Section 4.1 (b) on  behalf of each such
                             Participant for such Plan Year; to

                      (2)    the Participant's "414(s) Compensation" for such
                             Plan Year.

                             Notwithstanding   the  above,  if  the  prior  year
                             testing  method is used to  calculate  the  "Actual
                             Contribution   Percentage"   for   the   Non-Highly
                             Compensated  Participant  group for the first  Plan
                             Year of

                                       34

                             this amendment and  restatement,  for purposes of
                             Section    4.7(a),    the   "Actual    Contribution
                             Percentage"   for   the   Non-Highly    Compensated
                             Participant group for the preceding Plan Year shall
                             be  determined  pursuant to the  provisions  of the
                             Plan then in effect.

               (nn)   For  purposes of  determining  the  "Actual  Contribution
                      Percentage"  and the amount of  Excess  Aggregate
                      Contributions  pursuant  to Section  4.8(d),  only
                      Employer  matching contributions  contributed  to the Plan
                      prior  to the end of the  succeeding  Plan  Year  shall be
                      considered.  In addition,  the  Administrator  may elect
                      to take into  account, with respect to Employees  eligible
                      to have Employer matching  contributions  pursuant to
                      Section  4.1(b)  allocated  to  their  accounts,  elective
                      deferrals  (as  defined  in Regulation  1.402(g)-1(b)) and
                      qualified  non-elective  contributions (as defined in Code
                      Section  401(m)(4)(C))   contributed  to  any  plan
                      maintained  by  the  Employer.  Such  elective  deferrals
                      and  qualified  non-elective   contributions  shall  be
                      treated  as   Employer  matching   contributions  subject
                      to  Regulation   1.401(m)-1(b)(5)  which  is  incorporated
                      herein by  reference.  However,  the Plan Year must be the
                      same as the plan year of the  plan  to  which  the
                      elective  deferrals  and  the  qualified  non-elective
                      contributions are made.

               (oo)   For purposes of this Section and Code Sections  401(a)(4),
                      410(b) and 401(m),  if two or  more plans of the Employer
                      to which matching contributions,  Employee  contributions,
                      or both,  are made and  treated  as one plan for  purposes
                      of Code  Sections  401(a)(4)  or  410(b) (other than the
                      average benefits test under Code Section 410(b)(2)(A)
                      (ii)),  such plans shall be treated as one plan.  In
                      addition,  two or more plans of the  Employer to    which
                      matching  contributions,   Employee  contributions,  or
                      both,  are  made  may  be   considered  as a single  plan
                      for  purposes of  determining  whether  or not such  plans
                      satisfy  Code  Sections  401(a)(4),  410(b) and 401(m).
                      In such a case, the  aggregated plans  must  satisfy  this
                      Section  and Code  Sections  401(a)(4),  410(b) and 401(m)
                      as though such  aggregated  plans were a single  plan.
                      Plans may be  aggregated  under this   paragraph  (e) only
                      if they have the same  plan  year.  Notwithstanding  the
                      above, for Plan Years  beginning after December  31, 1996,
                      if two or more plans are  permissively    aggregated under
                      Regulation  1.410(b)-7(d),  all plans  permissively
                      aggregated must use either the current year testing method
                      or the prior year testing  method for the testing  year.

                      Notwithstanding  the above,  an employee  stock  ownership
                      plan  described in Code Section  4975(e)(7) or 409 may not
                      be aggregated  with this Plan for purposes of  determining
                      whether the  employee  stock  ownership  plan or this Plan
                      satisfies this Section and Code Sections 401(a)(4), 410(b)
                      and 401(m).

                                       35

               (pp)   If a Highly  Compensated  Participant  is a  Participant
                      under two or more plans  (other    than an employee  stock
                      ownership  plan as defined in Code  Section  4975(e)(7)
                      or 409) which  are  maintained  by the  Employer  or an
                      Affiliated  Employer  to which  matching   contributions,
                      Employee  contributions,  or both,  are made, all such
                      contributions  on  behalf of such  Highly  Compensated
                      Participant  shall be  aggregated  for  purposes  of
                      determining such Highly Compensated  Participant's  actual
                      contribution  ratio.  However, if the plans have different
                      plan years,  this paragraph  shall be applied by treating
                      all plans ending with or within the same calendar year as
                      a single plan.

               (qq)   For  purposes  of  Sections   4.7(a)  and  4.8,  a  Highly
                      Compensated   Participant   and   Non-Highly   Compensated
                      Participant  shall  include any Employee  eligible to have
                      Employer matching contributions pursuant to Section 4.1(b)
                      (whether or not a deferral  election was made or suspended
                      pursuant to Section  4.2(e))  allocated to his account for
                      the Plan Year.

                      Notwithstanding  the  above,  if the  prior  year  testing
                      method  is  used to  calculate  the  "Actual  Contribution
                      Percentage"  for the  Non-Highly  Compensated  Participant
                      group  for the  first  Plan  Year of  this  amendment  and
                      restatement,   for  the  purposes  of  Section  4.7(a),  a
                      Non-Highly Compensated  Participant shall include any such
                      Employee eligible to have matching  contributions (whether
                      or not a  deferral  election  was  made or  suspended)  or
                      voluntary employee contributions (whether or not voluntary
                      employee  contributions are made) allocated to his account
                      for the preceding  Plan Year pursuant to the provisions of
                      the Plan then in effect.

               (rr)   If the Plan uses the prior year  testing  method,  the
                      "Actual  Contribution  Percentage"     for the  Non-Highly
                      Compensated  Participant  group  is  determined  without
                      regard  to changes in the group of Non-Highly  Compensated
                      Participants who are eligible under the Plan in the
                      testing year.  However,  if the Plan results  from, or is
                      otherwise  affected by, a "Plan Coverage  Change" that
                      becomes  effective  during the testing year,  then the
                      "Actual  Contribution  Percentage" for the Non-Highly
                      Compensated  Participant group for   the prior year is the
                      "Weighted  Average of the Actual  Contribution Percentages
                      For The Prior Year Subgroups."  Notwithstanding the above,
                      if ninety (90) percent or more of the total number of Non-
                      Highly  Compensated  Participants from all "Prior Year
                      Subgroups" are from a single  "Prior  Year  Subgroup,"
                      then in determining  the "Actual  Contribution Percentage"
                      for  the  Non-Highly  Compensated  Participants  for  the
                      prior year, the Employer  may  elect  to  use  the "Actual
                      Contribution   Percentage"  for  Non-Highly    Compensated
                      Participants  for the  prior  year  under  which  that
                      single  "Prior  Year Subgroup"  was  eligible,  in lieu of
                      using the weighted  averages.  For purposes of this
                      Section the following definitions shall apply:

                                       36

                      (1)    "Plan Coverage  Change" means a change in the group
                             or groups of  eligible  Participants  on account of
                             (i) the  establishment or amendment of a plan, (ii)
                             a plan merger, consolidation, or spinoff under Code
                             Section  414(1),  (iii) a change  in the way  plans
                             within  the  meaning  of Code  Section  414(1)  are
                             combined or separated  for  purposes of  Regulation
                             1.401(k)-l(g)(11),  or (iv) a combination of any of
                             the foregoing.

                      (2)    "Prior   Year   Subgroup"   means  all   Non-Highly
                             Compensated Participants for the prior year who, in
                             the prior year, were eligible  Participants under a
                             specific Code Section 401(m) plan maintained by the
                             Employer   and  who  would   have   been   eligible
                             Participants  in the  prior  year  under  the  plan
                             tested if the plan  coverage  change had first been
                             effective  as of the first  day of the  prior  year
                             instead of first being effective during the testing
                             year.

                      (3)    "Weighted   Average  of  the  Actual   Contribution
                             Percentages For The Prior Year Subgroups" means the
                             sum, for all prior year subgroups, of the "Adjusted
                             Actual Contribution Percentages."

                      (4)    "Adjusted  Actual  Contribution   Percentage"  with
                             respect to a prior year  subgroup  means the Actual
                             Contribution  Percentage for Non-Highly Compensated
                             Participants  for the  prior  year of the  specific
                             plan  under  which the  members  of the prior  year
                             subgroup were eligible Participants,  multiplied by
                             a fraction, the numerator of which is the number of
                             Non-Highly  Compensated  Participants  in the prior
                             year subgroup and the  denominator  of which is the
                             total number of Non-Highly Compensated Participants
                             in all prior year subgroups.

               (ss)   For purposes of this Section, when calculating the "Actual
                      Contribution  Percentage"  for the Non-Highly  Compensated
                      Participant  group, the prior year testing method shall be
                      used.  Any change from the current year testing  method to
                      the prior year testing  method  shall be made  pursuant to
                      Internal  Revenue  Service  Notice 98-1,  Section VII, the
                      provisions of which are incorporated herein by reference.

        4.8    ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

               (tt)   In the  event  (or if it is  anticipated)  that,  for Plan
                      Years  beginning  after  December  31,  1996,  the "Actual
                      Contribution   Percentage"  for  the  Highly   Compensated
                      Participant  group  exceeds (or might  exceed) the "Actual
                      Contribution  Percentage"  for the Non-Highly  Compensated
                      Participant   group  pursuant  to  Section   4.7(a),   the
                      Administrator (on or before the fifteenth day of the third
                      month  following the end of the Plan Year, but in no event
                      later than the close of the  following  Plan  Year)  shall
                      direct the

                                       37

                      Trustee to
                      distribute to the Highly  Compensated  Participant  having
                      the largest amount of contributions determined pursuant to
                      Section   4.7(b)(1),    his   Vested   portion   of   such
                      contributions (and Income allocable to such contributions)
                      and,  if  forfeitable,   forfeit  such  non-Vested  Excess
                      Aggregate Contributions  attributable to Employer matching
                      contributions  (and Income allocable to such  forfeitures)
                      until the total amount of Excess  Aggregate  Contributions
                      has been distributed, or until his remaining amount equals
                      the amount of contributions determined pursuant to Section
                      4.7(b)(1) of the Highly Compensated Participant having the
                      second largest amount of contributions. This process shall
                      continue  until  the  total  amount  of  Excess  Aggregate
                      Contributions has been distributed.

               (uu)   Any distribution and/or forfeiture of less than the entire
                      amount  of Excess  Aggregate  Contributions  (and  Income)
                      shall  be  treated  as  a  pro  rata  distribution  and/or
                      forfeiture of Excess Aggregate  Contributions  and Income.
                      Distribution of Excess  Aggregate  Contributions  shall be
                      designated  by the  Employer as a  distribution  of Excess
                      Aggregate  Contributions  (and  Income).   Forfeitures  of
                      Excess  Aggregate   Contributions   shall  be  treated  in
                      accordance with Section 4.4.

               (vv)   Excess  Aggregate   Contributions,   including   forfeited
                      matching  contributions,  shall  be  treated  as  Employer
                      contributions  for  purposes of Code  Sections 404 and 415
                      even if distributed from the Plan.

                      Forfeited  matching  contributions that are reallocated to
                      Participants'  Accounts  for the Plan  Year in  which  the
                      forfeiture occurs shall be treated as an "annual addition"
                      pursuant to Section 4.9(b) for the  Participants  to whose
                      Accounts  they are  reallocated  and for the  Participants
                      from whose Accounts they are forfeited.

               (ww)   For each Highly  Compensated  Participant,  the amount of
                      Excess Aggregate  Contributions  is equal to the  Employer
                      matching  contributions  made  pursuant to Section 4.1 (b)
                      and any  qualified  non-elective  contributions  or
                      elective  deferrals  taken into  account pursuant to
                      Section 4.7(c) on behalf of the Highly  Compensated
                      Participant  (determined prior to the  application of this
                      paragraph)  minus the amount  determined by multiplying
                      the  Highly  Compensated   Participant's  actual
                      contribution  ratio  (determined  after    application  of
                      this  paragraph) by his "414(s) Compensation."  The actual
                      contribution  ratio must be rounded  to the  nearest  one-
                      hundredth  of one  percent.  In no case shall   the amount
                      of Excess  Aggregate  Contribution  with  respect  to any
                      Highly  Compensated Participant  exceed  the amount of
                      Employer  matching  contributions  made  pursuant  to
                      Section  4.1 (b) and any  qualified  non-elective
                      contributions  or  elective  deferrals taken into  account
                      pursuant  to  Section  4.7(c) on behalf of such  Highly
                      Compensated Participant for such Plan Year.

                                       38

               (xx)   The  determination  of  the  amount  of  Excess  Aggregate
                      Contributions  with respect to any Plan Year shall be made
                      after first determining the Excess Contributions,  if any,
                      to be treated as voluntary  Employee  contributions due to
                      recharacterization   for  the  plan   year  of  any  other
                      qualified cash or deferred arrangement (as defined in Code
                      Section 401(k))  maintained by the Employer that ends with
                      or within the Plan Year.

               (yy)   If during a Plan Year the  projected  aggregate  amount of
                      Employer  matching  contributions  to be  allocated to all
                      Highly Compensated  Participants under this Plan would, by
                      virtue of the tests set forth in Section 4.7(a), cause the
                      Plan  to fail  such  tests,  then  the  Administrator  may
                      automatically  reduce  proportionately  or  in  the  order
                      provided   in  Section   4.8(a)   each   affected   Highly
                      Compensated   Participant's   projected   share   of  such
                      contributions by an amount necessary to satisfy one of the
                      tests set forth in Section 4.7(a).

               (zz)   Notwithstanding the above, within twelve (12) months after
                      the end of the Plan Year,  the Employer may make a special
                      Qualified   Non-Elective   Contribution   on   behalf   of
                      Non-Highly   Compensated   Participants   in   an   amount
                      sufficient  to  satisfy  (or  to  prevent  an  anticipated
                      failure of) one of the tests set forth in Section  4.7(a).
                      Such contribution  shall be allocated to the Participant's
                      Account of each  Non-Highly  Compensated  Participant  per
                      capita.  A separate  accounting  of any special  Qualified
                      Non-Elective  Contribution  shall  be  maintained  in  the
                      Participant's Account.

                      However,  if the prior year  testing  method is used,  the
                      special  Qualified  Non-Elective   Contribution  shall  be
                      allocated  in the  prior  Plan  Year to the  Participant's
                      Account   on   behalf  of  each   Non-Highly   Compensated
                      Participant  who was  employed by the Employer on the last
                      day of the prior Plan Year per capita.  Such  contribution
                      shall  be made  by the  Employer  prior  to the end of the
                      current  Plan Year. A separate  accounting  of any special
                      Qualified  Non-Elective  Contributions shall be maintained
                      in the Participant's Account.

        4.9    MAXIMUM ANNUAL ADDITIONS

               (aaa)  Notwithstanding   the  foregoing,   the  maximum   "annual
                      additions"  credited to a  Participant's  accounts for any
                      "limitation  year"  shall equal the lesser of: (1) $30,000
                      adjusted  annually  as  provided  in Code  Section  415(d)
                      pursuant to the  Regulations,  or (2) twenty-five  percent
                      (25%) of the  Participant's  "415  Compensation"  for such
                      "limitation  year." For any short  "limitation  year," the
                      dollar  limitation  in (1)  above  shall be  reduced  by a
                      fraction,  the  numerator  of which is the  number of full
                      months in the short  "limitation year" and the denominator
                      of which is twelve (12).

                                       39

               (bbb)  For purposes of applying the  limitations  of Code Section
                      415,  "annual  additions"  means  the  sum  credited  to a
                      Participant's  accounts for any  "limitation  year" of (1)
                      Employer contributions,  (2) Employee  contributions,  (3)
                      forfeitures,  (4) amounts allocated, after March 31, 1984,
                      to an  individual  medical  account,  as  defined  in Code
                      Section  415(1)(2)  which is part of a pension  or annuity
                      plan  maintained  by the Employer and (5) amounts  derived
                      from  contributions  paid or accrued  after  December  31,
                      1985, in taxable  years ending after such date,  which are
                      attributable to post-retirement medical benefits allocated
                      to the  separate  account of a key employee (as defined in
                      Code Section  419A(d)(3)) under a welfare benefit plan (as
                      defined  in  Code  Section   419(e))   maintained  by  the
                      Employer.   Except,   however,   the  "415   Compensation"
                      percentage  limitation  referred  to in  paragraph  (a)(2)
                      above shall not apply to: (1) any contribution for medical
                      benefits  (within the meaning of Code Section  419A(f)(2))
                      after  separation from service which is otherwise  treated
                      as an  "annual  addition,"  or (2)  any  amount  otherwise
                      treated  as  an  "annual   addition"  under  Code  Section
                      415(1)(1).

               (ccc)  For purposes of applying the  limitations  of Code Section
                      415,  the  transfer  of funds from one  qualified  plan to
                      another  is not an "annual  addition."  In  addition,  the
                      following are not Employee  contributions for the purposes
                      of  Section  4.9(b)(2):  (1)  rollover  contributions  (as
                      defined in Code Sections 402(e)(6),  403(a)(4),  403(b)(8)
                      and  408(d)(3));   (2)  repayments  of  loans  made  to  a
                      Participant from the Plan; (3) repayments of distributions
                      received   by  an  Employee   pursuant  to  Code   Section
                      41l(a)(7)(B) (cash-outs);  (4) repayments of distributions
                      received   by  an  Employee   pursuant  to  Code   Section
                      411(a)(3)(D) (mandatory  contributions);  and (5) Employee
                      contributions to a simplified  employee pension excludable
                      from gross income under Code Section 408(k)(6).

               (ddd)  For purposes of applying the  limitations  of Code Section
                      415, the "limitation year" shall be the Plan Year.

               (eee)  For the purpose of this  Section,  all  qualified  defined
                      benefit plans (whether  terminated or not) ever maintained
                      by the  Employer  shall be treated as one defined  benefit
                      plan,  and  all  qualified  defined   contribution   plans
                      (whether   terminated  or  not)  ever  maintained  by  the
                      Employer  shall be  treated  as one  defined  contribution
                      plan.

               (fff)  For the  purpose of this  Section,  if the  Employer  is a
                      member of a controlled  group of  corporations,  trades or
                      businesses  under  common  control  (as  defined  by  Code
                      Section 1563(a) or Code Section 414(b) and (c) as modified
                      by Code  Section  415(h)),  is a member  of an  affiliated
                      service group (as defined by Code Section 414(m)), or is a
                      member of a group of entities  required  to be  aggregated
                      pursuant to Regulations under

                                       40

                      Code Section
                      414(o),  all Employees of such  Employers  shall be
                      considered to be employed by a single Employer.

               (ggg)  For the  purpose of this  Section,  if this Plan is a Code
                      Section 413(c) plan, each Employer who maintains this Plan
                      will be considered to be a separate Employer.
               (hhh)         (1) If a Participant  participates in more than one
                             defined   contribution   plan   maintained  by  the
                             Employer  which have different  Anniversary  Dates,
                             the  maximum  "annual  additions"  under  this Plan
                             shall equal the maximum "annual  additions" for the
                             "limitation  year"  minus  any  "annual  additions"
                             previously credited to such Participant's  accounts
                             during the "limitation year."

                      (2)    If a Participant participates in both a defined
                             contribution plan subject to Code Section 412 and a
                             defined contribution plan not subject to Code
                             Section 412 maintained by the Employer which have
                             the same Anniversary Date, "annual  additions" will
                             be credited to the Participant's accounts under the
                             defined   contribution plan subject to Code Section
                             412 prior to crediting "annual    additions" to the
                             Participant's accounts under the defined
                             contribution plan not subject to Code Section 412.

                      (3)    If a  Participant  participates  in more  than  one
                             defined  contribution  plan  not  subject  to  Code
                             Section 412  maintained by the Employer  which have
                             the same  Anniversary  Date,  the  maximum  "annual
                             additions"  under this Plan shall equal the product
                             of (A)  the  maximum  "annual  additions"  for  the
                             "limitation  year"  minus  any  "annual  additions"
                             previously  credited under subparagraphs (1) or (2)
                             above,   multiplied  by  (B)  a  fraction  (i)  the
                             numerator of which is the "annual  additions" which
                             would be  credited to such  Participant's  accounts
                             under this Plan without  regard to the  limitations
                             of Code  Section  415 and (ii) the  denominator  of
                             which  is such  "annual  additions"  for all  plans
                             described in this subparagraph.

               (iii)  If an  Employee is (or has been) a  Participant  in one or
                      more  defined  benefit  plans  and  one  or  more  defined
                      contribution plans maintained by the Employer,  the sum of
                      the  defined   benefit  plan   fraction  and  the  defined
                      contribution  plan fraction for any "limitation  year" may
                      not exceed 1.0.

               (jjj)  The defined  benefit  plan  fraction  for any  "limitation
                      year" is a fraction,  the numerator of which is the sum of
                      the Participant's  projected annual benefits under all the
                      defined   benefit  plans   (whether  or  not   terminated)
                      maintained by the Employer,  and the  denominator of which
                      is the  lesser of 125  percent  of the  dollar  limitation
                      determined for the "limitation year"

                                       41

                      under Code Sections  415(b) and (d) or 140 percent
                      of the  highest  average  compensation,  including  any
                      adjustments  under Code  Section  415(b).

                      Notwithstanding  the  above,  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, the  denominator of this
                      fraction  will not be less than 125  percent of the sum of
                      the annual benefits under such plans which the Participant
                      had accrued as of the close of the last "limitation  year"
                      beginning before January 1, 1987, disregarding any changes
                      in the terms and conditions of the plan after May 5, 1986.
                      The preceding sentence applies only if the defined benefit
                      plans  individually  and in the  aggregate  satisfied  the
                      requirements  of Code  Section  415  for  all  "limitation
                      years" beginning before January 1, 1987.

               (kkk)  The defined contribution plan fraction for any "limitation
                      year" is a fraction,  the numerator of which is the sum of
                      the annual  additions to the  Participant's  Account under
                      all  the  defined   contribution  plans  (whether  or  not
                      terminated) maintained by the Employer for the current and
                      all  prior   "limitation   years"  (including  the  annual
                      additions attributable to the Participant's  nondeductible
                      Employee  contributions  to  all  defined  benefit  plans,
                      whether or not terminated, maintained by the Employer, and
                      the annual  additions  attributable to all welfare benefit
                      funds, as defined in Code Section  419(e),  and individual
                      medical  accounts,  as defined in Code Section  415(1)(2),
                      maintained by the Employer),  and the denominator of which
                      is the  sum of  the  maximum  aggregate  amounts  for  the
                      current and all prior  "limitation  years" of service with
                      the Employer (regardless of whether a defined contribution
                      plan  was  maintained  by  the   Employer).   The  maximum
                      aggregate amount in any "limitation year" is the lesser of
                      125 percent of the dollar limitation determined under Code
                      Sections  415(b)  and (d) in  effect  under  Code  Section
                      415(c)(1)(A)   or  35   percent   of   the   Participant's
                      Compensation for such year.

                      If the  Employee  was a  Participant  as of the end 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,  the  numerator of this  fraction  will be
                      adjusted  if the sum of  this  fraction  and  the  defined
                      benefit  fraction  would  otherwise  exceed  1.0 under the
                      terms of this Plan. Under the adjustment,  an amount equal
                      to  the  product  of (1)  the  excess  of  the  sum of the
                      fractions  over  1.0  times  (2) 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 5, 1986,  but using
                      the

                                       42

                      Code  Section  415
                      limitation  applicable  to  the  first  "limitation  year"
                      beginning on or after January 1, 1987. The annual addition
                      for any "limitation year" beginning before January 1, 1987
                      shall   not  be   recomputed   to   treat   all   Employee
                      contributions as annual additions.

               (lll)  Notwithstanding  the foregoing,  for any "limitation year"
                      in which the Plan is a Top Heavy Plan,  100 percent  shall
                      be  substituted  for 125  percent in  Sections  4.9(j) and
                      4.9(k).

               (mmm)  If the sum of the defined  benefit  plan  fraction and the
                      defined contribution plan fraction shall exceed 1.0 in any
                      "limitation  year" for any  Participant  in this Plan, the
                      Administrator  shall limit, to the extent  necessary,  the
                      "annual additions" to such Participant's accounts for such
                      "limitation   year."  If,   after   limiting  the  "annual
                      additions"   to  such   Participant's   accounts  for  the
                      "limitation  year," the sum of the  defined  benefit  plan
                      fraction and the defined  contribution plan fraction still
                      exceed  1.0,  the  Administrator  shall  then  adjust  the
                      numerator  of the defined  contribution  plan  fraction so
                      that the sum of both fractions shall not exceed 1.0 in any
                      "limitation year" for such Participant.

               (nnn)  Notwithstanding  anything contained in this Section to the
                      contrary,   the   limitations,   adjustments   and   other
                      requirements prescribed in this Section shall at all times
                      comply  with the  provisions  of Code  Section 415 and the
                      Regulations   thereunder,   the   terms   of   which   are
                      specifically incorporated herein by reference.

        4.10   ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

               (ooo)  If,  as a result of a  reasonable  error in  estimating  a
                      Participant's   Compensation,   a   reasonable   error  in
                      determining the amount of elective  deferrals  (within the
                      meaning of Code Section  402(g)(3))  that may be made with
                      respect to any Participant under the limits of Section 4.9
                      or other  facts  and  circumstances  to  which  Regulation
                      1.415-6(b)(6) shall be applicable,  the "annual additions"
                      under this Plan would cause the maximum "annual additions"
                      to be  exceeded  for any  Participant,  the  Administrator
                      shall (1)  distribute any elective  deferrals  (within the
                      meaning of Code Section  402(g)(3)) or return any Employee
                      contributions  (whether  voluntary or mandatory),  and for
                      the  distribution of gains  attributable to those elective
                      deferrals and Employee  contributions,  to the extent that
                      the  distribution  or  return  would  reduce  the  "excess
                      amount" in the Participant's accounts (2) hold any "excess
                      amount"   remaining  after  the  return  of  any  elective
                      deferrals  or  voluntary   Employee   contributions  in  a
                      "Section  415  suspense  account" (3) use the "Section 415
                      suspense  account"  in the  next  "limitation  year"  (and
                      succeeding  "limitation  years"  if  necessary)  to reduce
                      Employer contributions for that Participant if that

                                       43

                      Participant  is  covered by the Plan as of the end of the
                      "limitation  year,"  or  if  the  Participant  is  not  so
                      covered, allocate and reallocate the "Section 415 suspense
                      account"  in the next  "limitation  year" (and  succeeding
                      "limitation  years" if necessary) to all  Participants  in
                      the Plan before any  Employer  or  Employee  contributions
                      which would constitute  "annual additions" are made to the
                      Plan  for  such  "limitation  year"  (4)  reduce  Employer
                      contributions  to the Plan for such  "limitation  year" by
                      the amount of the "Section 415 suspense account" allocated
                      and reallocated during such "limitation year."

               (ppp)  For  purposes  of this  Article,  "excess  amount" for any
                      Participant for a "limitation year" shall mean the excess,
                      if any,  of (1) the  "annual  additions"  which  would  be
                      credited  to his  account  under  the  terms  of the  Plan
                      without regard to the limitations of Code Section 415 over
                      (2) the maximum "annual additions"  determined pursuant to
                      Section 4.9.

               (qqq)  For  purposes  of  this  Section,  "Section  415  suspense
                      account"  shall mean an  unallocated  account equal to the
                      sum of "excess  amounts" for all  Participants in the Plan
                      during the  "limitation  year." The  "Section 415 suspense
                      account"  shall not share in any earnings or losses of the
                      Trust Fund.

        4.11   TRANSFERS FROM QUALIFIED PLANS

               (rrr)  With the  consent  of the  Administrator,  amounts  may be
                      transferred   from  other   qualified  plans  by  Eligible
                      Employees,  provided  that the trust from which such funds
                      are  transferred  permits the  transfer to be made and the
                      transfer will not  jeopardize the tax exempt status of the
                      Plan or Trust or create adverse tax  consequences  for the
                      Employer.  The  amounts  transferred  shall be set up in a
                      separate  account herein  referred to as a  "Participant's
                      Rollover  Account."  Such account shall be fully Vested at
                      all times and shall not be subject to  Forfeiture  for any
                      reason.

               (sss)  Amounts in a Participant's  Rollover Account shall be held
                      by the Trustee pursuant to the provisions of this Plan and
                      may  not  be   withdrawn   by,  or   distributed   to  the
                      Participant,  in whole or in part,  except as  provided in
                      Section 6.10 and paragraphs (c) and (d) of this Section.

               (ttt)  Except as permitted by Regulations  (including  Regulation
                      1.411(d)-4),     amounts    attributable    to    elective
                      contributions (as defined in Regulation 1.401(k)1-(g)(3)),
                      including amounts treated as elective contributions, which
                      are   transferred   from  another   qualified  plan  in  a
                      plan-to-plan transfer shall be subject to the distribution
                      limitations provided for in Regulation 1.401(k)-1(d).

                                       44


               (uuu)  At Normal  Retirement  Date,  or such  other date when the
                      Participant  or  his  Beneficiary  shall  be  entitled  to
                      receive   benefits,   the   fair   market   value  of  the
                      Participant's  Rollover  Account  shall be used to provide
                      additional benefits to the Participant or his Beneficiary.
                      Any  distributions  of  amounts  held  in a  Participant's
                      Rollover  Account  shall  be made  in a  manner  which  is
                      consistent  with and satisfies  the  provisions of Section
                      6.5, including, but not limited to, all notice and consent
                      requirements   of   Code   Section   41l(a)(11)   and  the
                      Regulations thereunder. Furthermore, such amounts shall be
                      considered   as  part  of  a   Participant's   benefit  in
                      determining  whether an  involuntary  cash-out of benefits
                      without Participant consent may be made.

               (vvv)  The Administrator may direct that employee  transfers made
                      after a  valuation  date  be  segregated  into a  separate
                      account  for  each  Participant  in  a  federally  insured
                      savings  account,  certificate  of  deposit  in a bank  or
                      savings and loan association, money market certificate, or
                      other short term debt  security  acceptable to the Trustee
                      until such time as the  allocations  pursuant to this Plan
                      have been made,  at which time they may remain  segregated
                      or be invested as part of the  general  Trust Fund,  to be
                      determined by the Administrator.

               (www)  For purposes of this Section,  the term  "qualified  plan"
                      shall  mean any tax  qualified  plan  under  Code  Section
                      401(a). The term "amounts transferred from other qualified
                      plans"  shall mean:  (i)amounts  transferred  to this Plan
                      directly from another  qualified plan; (ii)  distributions
                      from another  qualified  plan which are eligible  rollover
                      distributions  and which  are  either  transferred  by the
                      Employee to this Plan within sixty (60) days following his
                      receipt  thereof or are  transferred  pursuant to a direct
                      rollover;  (iii) amounts  transferred  to this Plan from a
                      conduit  individual  retirement  account provided that the
                      conduit individual  retirement account has no assets other
                      than assets which (A) were  previously  distributed to the
                      Employee   by  another   qualified   plan  as  a  lump-sum
                      distribution (B) were eligible for tax-free  rollover to a
                      qualified  plan and (C)  were  deposited  in such  conduit
                      individual  retirement  account  within sixty (60) days of
                      receipt  thereof and other than  earnings on said  assets;
                      and  (iv)  amounts  distributed  to  the  Employee  from a
                      conduit   individual   retirement   account   meeting  the
                      requirements of clause (iii) above, and transferred by the
                      Employee  to  this  Plan  within  sixty  (60)  days of his
                      receipt  thereof from such conduit  individual  retirement
                      account.

               (xxx)  Prior to  accepting  any  transfers  to which this Section
                      applies,  the  Administrator  may require the  Employee to
                      establish  that the amounts to be transferred to this Plan
                      meet the requirements of this Section and may also require
                      the Employee to provide an opinion of counsel satisfactory
                      to

                                       45

                      the Employer that the amounts to be transferred  meet
                      the requirements of this Section.

               (yyy)  This  Plan  shall  not  accept  any  direct  or   indirect
                      transfers (as that term is defined and  interpreted  under
                      Code Section  401(a)(ll) and the  Regulations  thereunder)
                      from  a  defined   benefit  plan,   money   purchase  plan
                      (including a target benefit  plan),  stock bonus or profit
                      sharing  plan which would  otherwise  have  provided for a
                      life annuity form of payment to the Participant.
               (zzz)  Notwithstanding   anything  herein  to  the  contrary,   a
                      transfer directly to this Plan from another qualified plan
                      (or a  transaction  having the effect of such a  transfer)
                      shall  only be  permitted  if it will  not  result  in the
                      elimination   or  reduction  of  any  "Section   411(d)(6)
                      protected benefit" as described in Section 7.1.

        4.12   DIRECTED INVESTMENT ACCOUNT

               (a)    Participants  may,  subject to a procedure  established by
                      the Administrator (the Participant  Direction  Procedures)
                      and applied in a uniform  nondiscriminatory manner, direct
                      the  Trustee to invest all of their  accounts  in specific
                      assets,  specific  funds  or other  investments  permitted
                      under the Plan and the Participant  Direction  Procedures.
                      That  portion  of  the  interest  of  any  Participant  so
                      directing  will  thereupon be  considered a  Participant's
                      Directed Account.

               (b)    As  of  each  Valuation  Date,  all  Participant  Directed
                      Accounts  shall  be  charged  or  credited  with  the  net
                      earnings,  gains,  losses  and  expenses  as  well  as any
                      appreciation  or  depreciation  in the market  value using
                      publicly  listed fair  market  values  when  available  or
                      appropriate.

                      (1)    To the extent  that the  assets in a  Participant's
                             Directed Account are accounted for as pooled assets
                             or investments,  the allocation of earnings,  gains
                             and losses of each  Participant's  Directed Account
                             shall be based  upon the  total  amount of funds so
                             invested,   in  a  manner   proportionate   to  the
                             Participant's share of such pooled investment.

                      (2)    To the extent that the assets in the  Participant's
                             Directed  Account are  accounted  for as segregated
                             assets,  the  allocation  of  earnings,  gains  and
                             losses from such assets shall be made on a separate
                             and distinct basis.

               (c)    The  Participant  Direction  Procedures  shall  provide an
                      explanation of the circumstances  under which Participants
                      and their Beneficiaries may give

                                       46

                      investment  instructions,
                      including, but need not be limited to, the following:

                      (1)    the conveyance of instructions by the  Participants
                             and their  Beneficiaries  to    invest Participant
                             Directed Accounts in Directed Investments;

                      (2)    the name, address and phone number of the Fiduciary
                             (and,   if   applicable,   the  person  or  persons
                             designated  by the  Fiduciary to act on its behalf)
                             responsible   for  providing   information  to  the
                             Participant or a Beneficiary  upon request relating
                             to the investments in Directed Investments;

                      (3)    applicable  restrictions  on  transfers  to and
                             from  any  Designated  Investment  Alternative.
                             The Plan allows a  Participant  to trade  and/or
                             purchase  Employer Securities in the Plan only once
                             a month;

                      (4)    any restrictions on the exercise of voting, tender
                             and similar rights related to a Directed Investment
                             by the Participants or their Beneficiaries;

                      (5)    a description of any transaction  fees and expenses
                             which affect the balances in  Participant  Directed
                             Accounts in connection with the purchase or sale of
                             Directed Investments; and

                      (6)    general   procedures  for  the   dissemination   of
                             investment  and other  information  relating to the
                             Designated   Investment   Alternatives   as  deemed
                             necessary or appropriate, including but not limited
                             to a description of the following:

                             (i)    the  investment  vehicles  available  under
                                    the Plan,  including  specific   information
                                    regarding any Designated Investment
                                    Alternative;

                             (ii)   any designated Investment Managers; and

                             (iii)  a description of the additional  information
                                    which may be obtained  upon request from the
                                    Fiduciary   designated   to   provide   such
                                    information.

               (d)    Any information  regarding investments available under the
                      Plan,  to the extent not  required to be  described in the
                      Participant Direction  Procedures,  may be provided to the
                      Participant  in one or more  written  documents  which are
                      separate from the Participant Direction Procedures and are
                      not thereby incorporated by reference into this Plan.

                                       47

               (e)    The  Administrator  may, at its discretion,  include in or
                      exclude by amendment or other action from the  Participant
                      Direction  Procedures  such  instructions,  guidelines  or
                      policies as it deems  necessary or  appropriate  to ensure
                      proper  administration  of the Plan, and may interpret the
                      same accordingly.

                                    ARTICLE V
                                   VALUATIONS

        5.1    VALUATION OF THE TRUST FUND

               The Administrator  shall direct the Trustee, as of each Valuation
Date, to determine the net worth of the assets  comprising  the Trust Fund as it
exists on the Valuation Date. In determining  such net worth,  the Trustee shall
value the assets  comprising the Trust Fund at their fair market value as of the
Valuation  Date and shall  deduct all expenses for which the Trustee has not yet
obtained  reimbursement  from the  Employer or the Trust  Fund.  The Trustee may
update  the value of any  shares  held in the  Participant  Directed  Account by
reference to the number of shares held by that Participant, priced at the market
value as of the Valuation Date.

        5.2    METHOD OF VALUATION

               In  determining  the fair market value of securities  held in the
Trust Fund which are listed on a registered  stock exchange,  the  Administrator
shall  direct the  Trustee to value the same at the prices they were last traded
on such exchange  preceding the close of business on the Valuation Date. If such
securities  were not traded on the  Valuation  Date, or if the exchange on which
they are  traded  was not open for  business  on the  Valuation  Date,  then the
securities shall be valued at the prices at which they were last traded prior to
the Valuation Date. Any unlisted security held in the Trust Fund shall be valued
at its bid price next  preceding  the close of business on the  Valuation  Date,
which bid price  shall be obtained  from a  registered  broker or an  investment
banker. In determining the fair market value of assets other than securities for
which  trading or bid prices can be  obtained,  the  Trustee may  appraise  such
assets  itself,  or in its  discretion,  employ one or more  appraisers for that
purpose and rely on the values established by such appraiser or appraisers.

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

        6.1    DETERMINATION OF BENEFITS UPON RETIREMENT

               Every  Participant may terminate his employment with the Employer
and retire for the purposes hereof on his Normal  Retirement  Date.  However,  a
Participant  may postpone the termination of his employment with the Employer to
a later date, in which event the  participation of such Participant in the Plan,
including  the right to  receive  allocations  pursuant  to Section  4.4,  shall
continue until his Late Retirement Date. Upon a Participant's Retirement Date or
attainment of his Normal Retirement Date without  termination of employment with
the

                                       48

Employer,  or as soon thereafter as is practicable,  the Trustee shall
distribute,  at the election of the  Participant,  all amounts  credited to such
Participant's  Combined Account in accordance with Section 6.5

        6.2    DETERMINATION OF BENEFITS UPON DEATH

               (f)    Upon the death of a Participant before his Retirement Date
                      or  other  termination  of  his  employment,  all  amounts
                      credited  to such  Participant's  Combined  Account  shall
                      become fully Vested.  The  Administrator  shall direct the
                      Trustee, in accordance with the provisions of Sections 6.6
                      and  6.7,  to   distribute   the  value  of  the  deceased
                      Participant's accounts to the Participant's Beneficiary.

               (g)    Upon the death of a Former Participant,  the Administrator
                      shall  direct  the  Trustee,   in   accordance   with  the
                      provisions  of  Sections  6.6 and 6.7, to  distribute  any
                      remaining  Vested  amounts  credited to the  accounts of a
                      deceased Former  Participant to such Former  Participant's
                      Beneficiary.

               (h)    The  Administrator  may require such proper proof of death
                      and such  evidence  of the right of any  person to receive
                      payment  of  the  value  of  the  account  of  a  deceased
                      Participant or Former Participant as the Administrator may
                      deem desirable. The Administrator's determination of death
                      and of the right of any person to receive payment shall be
                      conclusive.

               (i)    The Beneficiary of the death benefit  payable  pursuant to
                      this Section shall be the  Participant's  spouse.  Except,
                      however, the Participant may designate a Beneficiary other
                      than his spouse if:

                      (1)    the spouse has waived the right to be the
                             Participant's Beneficiary, or

                      (2)    the  Participant  is legally  separated or has been
                             abandoned (within the meaning of local law) and the
                             Participant  has a court  order to such effect (and
                             there is no "qualified domestic relations order" as
                             defined  in  Code  Section  414(p)  which  provides
                             otherwise), or

                      (3)    the Participant has no spouse, or

                      (4)    the spouse cannot be located.

                      In such event,  the designation of a Beneficiary  shall be
                      made  on a  form  satisfactory  to  the  Administrator.  A
                      Participant  may at any time revoke his  designation  of a
                      Beneficiary  or change his  Beneficiary  by filing written
                      notice   of   such   revocation   or   change   with   the
                      Administrator.  However,  the  Participant's  spouse  must
                      again consent in writing to any change in

                                       49

                      Beneficiary  unless the original consent  acknowledged
                      that the spouse had the right to limit  consent  only to a
                      specific Beneficiary  and that the  spouse  voluntarily
                      elected to   relinquish such right.  In the event no valid
                      designation of  Beneficiary  exists  at the time of the
                      Participant's death, the death benefit shall be payable to
                      his estate.

               (j)    Any  consent  by the  Participant's  spouse  to waive  any
                      rights  to the  death  benefit  must be in  writing,  must
                      acknowledge the effect of such waiver, and be witnessed by
                      a Plan  representative  or a notary public.  Further,  the
                      spouse's  consent must be irrevocable and must acknowledge
                      the specific nonspouse Beneficiary.

        6.3    DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

               In the event of a  Participant's  Total and Permanent  Disability
prior to his Retirement Date or other termination of his employment, all amounts
credited to such  Participant's  Combined Account shall become fully Vested.  In
the event of a Participant's  Total and Permanent  Disability,  the Trustee,  in
accordance with the provisions of Sections 6.5 and 6.7, shall distribute to such
Participant  all amounts  credited  to such  Participant's  Combined  Account as
though he had retired.

        6.4    DETERMINATION OF BENEFITS UPON TERMINATION

               (k)    If  a  Participant's   employment  with  the  Employer  is
                      terminated  for any  reason  other than  death,  Total and
                      Permanent Disability or retirement, such Participant shall
                      be entitled to such  benefits as are provided  hereinafter
                      pursuant to this Section 6.4.

                      Distribution of the funds due to a Terminated  Participant
                      shall be made on the  occurrence  of an event  which would
                      result in the distribution had the Terminated  Participant
                      remained  in  the  employ  of  the   Employer   (upon  the
                      Participant's  death,  Total and  Permanent  Disability or
                      Normal  Retirement).  However,  at  the  election  of  the
                      Participant, the Administrator shall direct the Trustee to
                      cause  the  entire  Vested   portion  of  the   Terminated
                      Participant's  Combined  Account  to be  payable  to  such
                      Terminated   Participant.   Any  distribution  under  this
                      paragraph  shall be made in a manner  which is  consistent
                      with  and  satisfies   the   provisions  of  Section  6.5,
                      including,  but not  limited  to, all  notice and  consent
                      requirements   of   Code   Section   41l(a)(11)   and  the
                      Regulations thereunder.

                      If the value of a Terminated  Participant's Vested benefit
                      derived from Employer and Employee  contributions does not
                      exceed  $3,500  ($5,000  for Plan  Years  beginning  after
                      August 5, 1997) and has never  exceeded  $3,500 or $5,000,
                      whichever  is  applicable,   at  the  time  of  any  prior
                      distribution,  the Administrator  shall direct the Trustee
                      to cause  the  entire  Vested  benefit  to be paid to such
                      Participant in a single lump sum.

                                       50

               (l)    A   Participant   shall   become   fully   Vested  in  his
                      Participant's  Account  immediately  upon  entry  into the
                      Plan.

               (m)    If the Plan's vesting scheduled is amended, or the Plan is
                      amended in any way that directly or indirectly affects the
                      computation of a Participant's vested percentage in his or
                      her account balance or if the Plan is deemed amended by an
                      automatic change to or from a top-heavy  vesting schedule,
                      each Participant with at least three years of Service with
                      the Employer or an Affiliated Employer as of the latest of
                      the date the  amendment  is adopted  or becomes  effective
                      will be deemed to have elected the vesting  schedule  most
                      favorable to him.

                         Pre-Amendment Vesting Schedule
                           Years of Service Percentage
                                   1                                       0%
                                   2                                       0%
                                   3                                       20%
                                   4                                       40%
                                   5                                       60%
                                   6                                       80%
                                   7                                      100%

                      (n)  The  computation  of a  Participant's  nonforfeitable
               percentage  of his  interest  in the Plan shall not be reduced as
               the result of any direct or indirect amendment to this Plan.

        6.5    DISTRIBUTION OF BENEFITS

               (a)    The  Administrator,   pursuant  to  the  election  of  the
                      Participant,  shall direct the Trustee to  distribute to a
                      Participant or his  Beneficiary  any amount to which he is
                      entitled  under  the Plan in one or more of the  following
                      methods:

                      (1)    One lump-sum payment in cash or in property.

                      (2)    Payments   over  a  period   certain  in   monthly,
                             quarterly, semiannual, or annual cash installments.
                             In order to provide such installment payments,  the
                             Administrator   may  (A)  segregate  the  aggregate
                             amount  thereof in a  separate,  federally  insured
                             savings  account,  certificate of deposit in a bank
                             or  savings  and  loan  association,  money  market
                             certificate or other liquid short-term  security or
                             (B) purchase a nontransferable annuity contract for
                             a  term  certain   (with  no  life   contingencies)
                             providing for such  payment.  The period over which
                             such payment is to be made shall not extend beyond

                                       51

                             the  Participant's  life  expectancy (or the  life
                             expectancy of the Participant and his designated
                             Beneficiary).

               (b)    Any  distribution to a Participant who has a benefit which
                      exceeds,  or has ever  exceeded,  $3,500  ($5,000 for Plan
                      Years  beginning  after August 5, 1997) at the time of any
                      prior   distribution   shall  require  such  Participant's
                      consent if such distribution  commences prior to the later
                      of his Normal  Retirement  Age or age 62.  With  regard to
                      this required consent:

                      (1)    The  Participant  must be  informed of his right to
                             defer receipt of the distribution. If a Participant
                             fails to consent, it shall be deemed an election to
                             defer the  commencement  of payment of any benefit.
                             However,  any  election  to defer  the  receipt  of
                             benefits   shall  not   apply   with   respect   to
                             distributions  which  are  required  under  Section
                             6.5(c).

                      (2)    Notice of the rights specified under this paragraph
                             shall be  provided no less than 30 days and no more
                             than 90  days  before  the  date  the  distribution
                             commences.

                      (3)    Written   consent   of  the   Participant   to  the
                             distribution   must   not  be   made   before   the
                             Participant  receives  the  notice  and must not be
                             made  more  than  90  days   before  the  date  the
                             distribution commences.

                      (4)    No  consent   shall  be  valid  if  a   significant
                             detriment   is  imposed   under  the  Plan  on  any
                             Participant   who   does   not   consent   to   the
                             distribution.

                      Any such distribution may commence less than 30 days after
                      the notice  required under  Regulation  1.411(a)-11(c)  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  (2)  the  Participant,  after
                      receiving the notice, affirmatively elects a distribution.

               (c)    Notwithstanding any provision in the Plan to the contrary,
                      the distribution of a Participant's benefits shall be made
                      in accordance  with the following  requirements  and shall
                      otherwise  comply  with  Code  Section  401(a)(9)  and the
                      Regulations      thereunder      (including     Regulation
                      1.401(a)(9)-2),  the provisions of which are  incorporated
                      herein by reference:

                      (1)    A  Participant's  benefits  shall be distributed or
                             must begin to be  distributed to him not later than
                             April 1st of the calendar year  following the later
                             of (i) the calendar year in which the Participant

                                       52

                             attains age 70 1/2 or (ii) the  calendar
                             year in which the  Participant  retires,  provided,
                             however,  that this  clause (ii) shall not apply in
                             the  case  of a  Participant  who  is a  "five  (5)
                             percent owner" at any time during the five (5) Plan
                             Year period ending in the calendar year in which he
                             attains age 70 1/2 or, in the case of a Participant
                             who becomes a "five (5) percent  owner"  during any
                             subsequent  Plan Year,  clause (ii) shall no longer
                             apply and the required  beginning date shall be the
                             April  1st  of  the  calendar  year  following  the
                             calendar  year in which such  subsequent  Plan Year
                             ends.  Such  distributions  shall  be  equal  to or
                             greater than any required distribution.

                             Alternatively,  distributions to a Participant must
                             begin no later  than the  applicable  April  1st as
                             determined  under the preceding  paragraph and must
                             be made over a period certain  measured by the life
                             expectancy   of  the   Participant   (or  the  life
                             expectancies  of the Participant and his designated
                             Beneficiary) in accordance with Regulations.

                      (2)    Distributions    to   a    Participant    and   his
                             Beneficiaries shall only be made in accordance with
                             the incidental  death benefit  requirements of Code
                             Section    401(a)(9)(G)    and   the    Regulations
                             thereunder.

               (d)    For purposes of this  Section,  the life  expectancy  of a
                      Participant  and  a  Participant's   spouse  may,  at  the
                      election of the Participant or the  Participant's  spouse,
                      be  redetermined  in  accordance  with  Regulations.   The
                      election, once made, shall be irrevocable.  If no election
                      is made by the time distributions must commence,  then the
                      life expectancy of the  Participant and the  Participant's
                      spouse  shall  not  be  subject  to  recalculation.   Life
                      expectancy and joint and last survivor expectancy shall be
                      computed using the return  multiples in Tables V and VI of
                      Regulation 1.72-9.

               (e)    All   annuity   Contracts   under   this  Plan   shall  be
                      non-transferable when distributed.  Furthermore, the terms
                      of any annuity  Contract  purchased and  distributed  to a
                      Participant  or  spouse  shall  comply  with  all  of  the
                      requirements of the Plan.

        6.6    DISTRIBUTION OF BENEFITS UPON DEATH

               (f)           (1) The death benefit  payable  pursuant to Section
                             6.2 shall be paid to the Participant's  Beneficiary
                             within a  reasonable  time after the  Participant's
                             death  by  either  of  the  following  methods,  as
                             elected by the  Participant  (or if no election has
                             been made prior to the Participant's  death, by his
                             Beneficiary)   subject,   however,   to  the  rules
                             specified in Section 6.6(b):

                                       53

                             (i)    One lump-sum payment in cash or in property.

                             (ii)   Payment in monthly, quarterly,  semi-annual,
                                    or annual cash installments over a period to
                                    be  determined  by  the  Participant  or his
                                    Beneficiary.   After  periodic  installments
                                    commence,  the  Beneficiary  shall  have the
                                    right to direct  the  Trustee  to reduce the
                                    period over which such periodic installments
                                    shall be made,  and the Trustee shall adjust
                                    the   cash    amount   of   such    periodic
                                    installments accordingly.

                      (2)    In the event the death benefit payable  pursuant to
                             Section 6.2 is payable in installments,  then, upon
                             the death of the Participant, the Administrator may
                             direct the Trustee to segregate  the death  benefit
                             into a  separate  account,  and the  Trustee  shall
                             invest such segregated account separately,  and the
                             funds accumulated in such account shall be used for
                             the payment of the installments.

               (g)    Notwithstanding any provision in the Plan to the contrary,
                      distributions upon the death  of a Participant  shall be
                      made in accordance with the following  requirements  and
                      shall  otherwise  comply with Code Section  401(a)(9) and
                      the Regulations thereunder.  If it is determined  pursuant
                      to Regulations  that the  distribution of a  Participant's
                      interest has begun and the  Participant  dies before his
                      entire  interest has been  distributed to him, the
                      remaining  portion of such interest  shall be distributed
                      at least as rapidly as under the method of  distribution
                      selected  pursuant  to  Section  6.5 as of his date of
                      death.  If a  Participant  dies before he has begun to
                      receive any distributions  of his interest  under the Plan
                      or before  distributions  are deemed to have begun
                      pursuant  to Regulations,  then  his  death  benefit shall
                      be  distributed  to his  Beneficiaries  by  December  31st
                      of the calendar year in which the fifth  anniversary  of
                      his date of death  occurs.

                      However,  the  5-year  distribution   requirement  of  the
                      preceding  paragraph shall not apply to any portion of the
                      deceased Participant's interest which is payable to or for
                      the benefit of a  designated  Beneficiary.  In such event,
                      such portion may, at the election of the  Participant  (or
                      the Participant's designated Beneficiary),  be distributed
                      over a period not extending  beyond the life expectancy of
                      such  designated  Beneficiary  provided such  distribution
                      begins not later than  December  31st of the calendar year
                      immediately  following  the  calendar  year in  which  the
                      Participant died.  However, in the event the Participant's
                      spouse  (determined  as of the  date of the  Participant's
                      death)   is  his   Beneficiary,   the   requirement   that
                      distributions  commence within one year of a Participant's
                      death shall not apply. In lieu thereof, distributions must
                      commence on or before the later of: (1)  December  31st of
                      the calendar year immediately  following the calendar year
                      in which the Participant died; or (2) December 31st of the

                                       54

                      calendar
                      year in which the  Participant  would have attained age 70
                      1/2. If the surviving spouse dies before  distributions to
                      such   spouse   begin,   then  the   5-year   distribution
                      requirement  of this Section  shall apply as if the spouse
                      was the Participant.

               (h)    For purposes of Section 6.6(b),  the election by a
                      designated  Beneficiary to be excepted   from the 5-year
                      distribution  requirement  must be made no later than
                      December  31st of  the  calendar  year  following  the
                      calendar  year of the  Participant's  death.  Except,
                      however,  with respect to a designated  Beneficiary  who
                      is the  Participant's  surviving  spouse,  the election
                      must be made by the earlier of: (1) December  31st of the
                      calendar year  immediately  following  the  calendar  year
                      in which the  Participant  died or, if later, the calendar
                      year in which the  Participant  would have  attained age
                      70 1/2; or (2) December 31st of the calendar year which
                      contains the fifth  anniversary of the date  of the
                      Participant's  death. An election by a designated
                      Beneficiary must be in writing   and shall be  irrevocable
                      as of the last day of the election  period stated  herein.
                      In  the absence of an election by the  Participant  or a
                      designated  Beneficiary,  the 5-year  distribution
                      requirement shall apply.

               (i)    For purposes of this  Section,  the life  expectancy  of a
                      Participant  and  a  Participant's   spouse  may,  at  the
                      election of the Participant or the  Participant's  spouse,
                      be  redetermined  in  accordance  with  Regulations.   The
                      election, once made, shall be irrevocable.  If no election
                      is made by the time distributions must commence,  then the
                      life expectancy of the  Participant and the  Participant's
                      spouse  shall  not  be  subject  to  recalculation.   Life
                      expectancy and joint and last survivor expectancy shall be
                      computed using the return  multiples in Tables V and VI of
                      Regulation 1.72-9.

        6.7    TIME OF SEGREGATION OR DISTRIBUTION

               Except as limited by Sections  6.5 and 6.6,  whenever the Trustee
is to make a distribution  or to commence a series of payments the  distribution
or series of payments may be made or begun as soon as is  practicable.  However,
unless a Former  Participant  elects in writing to defer the receipt of benefits
(such election may not result in a death benefit that is more than  incidental),
the payment of benefits  shall begin not later than the 60th day after the close
of the Plan Year in which the latest of the  following  events  occurs:  (a) the
date on which  the  Participant  attains  the  earlier  of age 65 or the  Normal
Retirement Age specified  herein;  (b) the 10th anniversary of the year in which
the  Participant  commenced  participation  in the  Plan;  or (c) the  date  the
Participant terminates his service with the Employer.

        6.8    DISTRIBUTION FOR MINOR BENEFICIARY

               In the event a  distribution  is to be made to a minor,  then the
Administrator  may direct that such  distribution be paid to the legal guardian,
or if none, to a parent of such

                                       55

Beneficiary or a responsible
adult with whom the Beneficiary maintains his residence, or to the custodian for
such Beneficiary  under the Uniform Gift to Minors Act or Gift to Minors Act, if
such is  permitted by the laws of the state in which said  Beneficiary  resides.
Such a payment to the legal guardian, custodian or parent of a minor Beneficiary
shall fully discharge the Trustee,  Employer, and Plan from further liability on
account thereof.

        6.9    LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

               In the  event  that  all,  or any  portion,  of the  distribution
payable to a Participant or his Beneficiary hereunder shall, at the later of the
Participant's  attainment of age 62 or his Normal  Retirement Age, remain unpaid
solely  by  reason  of the  inability  of the  Administrator,  after  sending  a
registered  letter,  return receipt  requested,  to the last known address,  and
after further diligent effort,  to ascertain the whereabouts of such Participant
or his Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant  to the Plan.  In the event a  Participant  or  Beneficiary  is located
subsequent  to his benefit  being  reallocated,  such benefit  shall be restored
unadjusted for earnings or losses.

        6.10   PRE-RETIREMENT DISTRIBUTION

               At such time as a  Participant  shall have attained the age of 59
1/2 years, the Administrator,  at the election of the Participant,  shall direct
the Trustee to  distribute  all or a portion of the amount then  credited to the
accounts  maintained  on  behalf  of the  Participant.  In the  event  that  the
Administrator  makes such a distribution,  the Participant  shall continue to be
eligible to participate in the Plan on the same basis as any other Employee. Any
distribution  made pursuant to this Section shall be made in a manner consistent
with  Section  6.5,  including,  but not  limited  to, all  notice  and  consent
requirements of Code Section 411(a)(11) and the Regulations thereunder.

               Notwithstanding  the above,  pre-retirement  distributions from a
Participant's  Elective  Account shall not be permitted prior to the Participant
attaining age 59 1/2 except as otherwise permitted under the terms of the Plan.

        6.11   ADVANCE DISTRIBUTION FOR HARDSHIP

               (j)    The  Administrator,  at the  election of the  Participant,
                      shall  direct the Trustee to  distribute  to any
                      Participant  in any one  Plan  Year up to the  lesser  of
                      100% of his Participant's  Elective Account and
                      Participant's  Rollover Account valued as of the last
                      Valuation  Date or the amount  necessary  to satisfy the
                      immediate  and heavy  financial  need of the  Participant.
                      Any distribution made  pursuant to this Section  shall  be
                      deemed to be made as of the first day of the Plan Year or,
                      if later,  the Valuation  Date  immediately  preceding the
                      date of distribution,  and the Participant's  Elective
                      Account  and  Participant's  Rollover  Account shall be
                      reduced  accordingly.  Any withdrawal made   pursuant to
                      this  Section  shall be made in  accordance  with  6.11(b)
                      or 6.11(c)  below.  Withdrawal under this Section shall be
                      authorized if the distribution is on account of:

                                       56

                      (1)    Expenses for medical care described in Code Section
                             213(d) previously incurred by the Participant,  his
                             spouse,  or any of his  dependents  (as  defined in
                             Code Section 152) or necessary for these persons to
                             obtain medical care;

                      (2)    The costs  directly  related to the  purchase  of a
                             principal residence for the  Participant (excluding
                             mortgage payments);

                      (3)    Payment of tuition,  related  educational fees, and
                             room and board  expenses  for the next  twelve (12)
                             months   of   post-secondary   education   for  the
                             Participant,  his spouse,  children, or dependents;
                             or

                      (4)    Payments  necessary  to prevent the eviction of the
                             Participant   from  his   principal   residence  or
                             foreclosure  on the  mortgage of the  Participant's
                             principal residence.

               (k)    No  distribution  shall be made  pursuant to this  Section
                      unless the  Administrator,  based  upon the  Participant's
                      representation  and such  other  facts as are known to the
                      Administrator,   determines  that  all  of  the  following
                      conditions are satisfied:

                      (1)    The  distribution is not in excess of the amount of
                             the  immediate  and  heavy  financial  need  of the
                             Participant.  The amount of the immediate and heavy
                             financial need may include any amounts necessary to
                             pay any  federal,  state,  or local income taxes or
                             penalties reasonably anticipated to result from the
                             distribution;

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

                      (3)    The Plan,  and all other  plans  maintained  by the
                             Employer,  provide that the Participant's  elective
                             deferrals and voluntary Employee contributions will
                             be suspended  for at least twelve (12) months after
                             receipt  of  the  hardship   distribution  or,  the
                             Participant,  pursuant  to  a  legally  enforceable
                             agreement,  will suspend his elective deferrals and
                             voluntary  Employee  contributions  to the Plan and
                             all other plans  maintained  by the Employer for at
                             least  twelve  (12)  months  after  receipt  of the
                             hardship distribution; and

                      (4)    The Plan,  and all other  plans  maintained  by the
                             Employer, provide that the Participant may not make
                             elective  deferrals for the  Participant's  taxable
                             year immediately  following the taxable year of the
                             hardship  distribution  in excess of the applicable
                             limit  under  Code  Section  402(g)  for such  next
                             taxable year less the amount of

                                       57

                             such  Participant's  elective  deferrals for the
                             taxable year of the  hardship distribution.

               (l)    No  distribution  shall  be  made  pursuant  to this
                      Section  unless  the  Administrator    determines,  based
                      upon all  relevant  facts  and  circumstances,  but not
                      limited  to, funeral expenses for a member of the
                      Participant' s family and any amounts  necessary to   pay
                      any federal,  state,  or local income taxes or penalties
                      reasonably  anticipated  to result from the  distribution,
                      that the amount to be distributed is not in excess of the
                      amount  required to relieve  the  financial  need and that
                      such need cannot be  satisfied from other  resources
                      reasonably  available to the  Participant.  For this
                      purpose,  the Participant's  resources  shall be deemed to
                      include those assets of his spouse and minor    children
                      that  are  reasonably  available  to the  Participant.  A
                      distribution  may be   treated as necessary  to satisfy a
                      financial  need if the  Administrator  relies upon the
                      Participant's representation that the need cannot be
                      relieved:

                      (1)    Through reimbursement or compensation by insurance
                             or otherwise;

                      (2)    By  reasonable  liquidation  of  the  Participant's
                             assets,  to the extent such  liquidation  would not
                             itself increase the amount of the need;

                      (3)    By cessation of elective deferrals under the Plan;
                             or

                      (4)    By other  distributions  or loans  from the Plan or
                             any  other   qualified   retirement   plan,  or  by
                             borrowing  from  commercial  sources on  reasonable
                             commercial  terms, to the extent such amounts would
                             not themselves increase the amount of the need.

               (m)    Notwithstanding   the   above,   distributions   from  the
                      Participant's  Elective  Account  pursuant to this Section
                      shall be limited,  as of the date of distribution,  to the
                      Participant's  Elective  Account as of the end of the last
                      Plan  Year  ending  before  July 1,  1989,  plus the total
                      Participant's   Deferred  Compensation  after  such  date,
                      reduced  by  the  amount  of  any  previous  distributions
                      pursuant to this Section and Section 6.10.

               (n)    Any  distribution  made  pursuant to this Section shall be
                      made in a manner which is  consistent  with and  satisfies
                      the provisions of Section 6.5, including,  but not limited
                      to, all notice and consent  requirements  of Code  Section
                      41l(a)(11) and the Regulations thereunder.

        6.12   QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

               All rights  and  benefits,  including  elections,  provided  to a
Participant  in this  Plan  shall  be  subject  to the  rights  afforded  to any
"alternate payee" under a "qualified domestic

                                       58

relations  order."
Furthermore,  a distribution to an "alternate  payee" shall be permitted if such
distribution is authorized by a "qualified  domestic  relations  order," even if
the affected  Participant has not separated from service and has not reached the
"earliest  retirement  age" under the Plan.  For the  purposes of this  Section,
"alternate payee," "qualified domestic relations order" and "earliest retirement
age" shall have the meaning set forth under Code Section 414(p).

        6.13   DIRECT ROLLOVER

               (o)    Notwithstanding  any provision of the Plan to the contrary
                      that would otherwise limit a distributee's  election under
                      this Section,  a distributee may elect, at the time and in
                      the manner  prescribed by the  Administrator,  to have any
                      portion of an eligible rollover distribution that is equal
                      to at least $500 paid  directly to an eligible  retirement
                      plan specified by the distributee in a direct rollover.

               (p)    For purposes of this Section the following definitions
                      shall apply:

                      (1)    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  Code   Section
                             401(a)(9);  the  portion of any other  distribution
                             that is not includible in gross income  (determined
                             without  regard to the exclusion for net unrealized
                             appreciation with respect to employer  securities);
                             and  any  other  distribution  that  is  reasonably
                             expected to total less than $200 during a year.

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

                      (3)    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

                                       59

                             order,  as  defined  in Code  Section  414(p),  are
                             distributees  with  regard to the  interest  of the
                             spouse or former spouse.

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

                                   ARTICLE VII
                       AMENDMENT, TERMINATION AND MERGERS

        7.1    AMENDMENT

               (q)    CSX Hotels,  Inc.  shall by action of its board of
                      directors  have the right at any time  to amend the Plan,
                      subject to the  limitations of this Section.  However,
                      any amendment  which affects the rights,  duties or
                      responsibilities  of the Trustee and Administrator,  other
                      than an  amendment to remove the Trustee or Administrator,
                      may only be made with  the  Trustee's and  Administrator's
                      written  consent.  Any such  amendment  shall become
                      effective as provided  therein upon its  execution.  The
                      Trustee shall not be required to execute any such
                      amendment  unless the Trust  provisions  contained  herein
                      are a part of the Plan and the amendment affects the
                      duties of the Trustee hereunder.

               (r)    No  amendment  to  the  Plan  shall  be  effective  if  it
                      authorizes  or permits  any part of the Trust Fund  (other
                      than   such  part  as  is   required   to  pay  taxes  and
                      administration expenses) to be used for or diverted to any
                      purpose  other  than  for  the  exclusive  benefit  of the
                      Participants or their  Beneficiaries or estates; or causes
                      any reduction in the amount credited to the account of any
                      Participant; or causes or permits any portion of the Trust
                      Fund to revert to or become property of the Employer.

               (s)    Except as permitted by  Regulations,  no Plan amendment or
                      transaction  having the effect  of a Plan amendment  (such
                      as a merger,  plan transfer or similar  transaction) shall
                      be effective  to the  extent it  eliminates  or reduces
                      any  "Section  41l(d)(6)  protected  benefit"  or adds  or
                      modifies  conditions  relating  to  "Section  411(d)(6)
                      protected benefits"  the  result of which is a further
                      restriction  on such  benefit  unless  such    protected
                      benefits are  preserved  with  respect to benefits accrued
                      as of the later of  the adoption  date or  effective  date
                      of the  amendment.  "Section  41l(d)(6)  protected
                      benefits"  are  benefits  described  in  Code  Section
                      411(d)(6)(A),   early  retirement benefits and retirement-
                      type subsidies, and optional forms of benefit.

        7.20   TERMINATION

               (t)    The Employer shall have the right at any time to terminate
                      the Plan by  delivering  to the Trustee and  Administrator
                      written notice of such

                                       60

                      termination.  Upon any full or
                      partial termination,  all amounts credited to the affected
                      Participants'  Combined  Accounts shall become 100% Vested
                      as  provided in Section  6.4 and shall not  thereafter  be
                      subject to forfeiture,  and all unallocated  amounts shall
                      be  allocated  to  the  accounts  of all  Participants  in
                      accordance with the provisions hereof.

               (u)    Upon the full  termination of the Plan, the Employer shall
                      direct the distribution of the assets of the Trust Fund to
                      Participants  in a  manner  which is  consistent  with and
                      satisfies the provisions of Section 6.5.  Distributions to
                      a  Participant  shall  be made in cash or in  property  or
                      through  the  purchase  of   irrevocable   nontransferable
                      deferred commitments from an insurer.  Except as permitted
                      by  Regulations,  the  termination  of the Plan  shall not
                      result in the  reduction of "Section  41l(d)(6)  protected
                      benefits" in accordance with Section 7.1(c).

        7.3    MERGER OR CONSOLIDATION

               This Plan may be  merged  or  consolidated  with,  or its  assets
and/or  liabilities  may be  transferred to any other plan and trust only if the
benefits  which would be received by a Participant of this Plan, in the event of
a  termination  of  the  plan  immediately   after  such  transfer,   merger  or
consolidation,  are at least equal to the  benefits the  Participant  would have
received if the Plan had terminated  immediately before the transfer,  merger or
consolidation,  and such transfer,  merger or  consolidation  does not otherwise
result in the  elimination  or  reduction of any  "Section  411(d)(6)  protected
benefits" in accordance with Section 7.1(c).

                                  ARTICLE VIII
                                    TOP HEAVY

        8.1    TOP HEAVY PLAN REQUIREMENTS

               For any Top Heavy Plan Year,  the Plan shall  provide the special
vesting  requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan
and the special minimum allocation  requirements of Code Section 416(c) pursuant
to Section 4.4 of the Plan.

        8.2    DETERMINATION OF TOP HEAVY STATUS

               (v)    This Plan  shall be a Top Heavy  Plan for any Plan Year in
                      which, as of the Determination Date, (1) the Present Value
                      of Accrued  Benefits of Key  Employees  and (2) the sum of
                      the Aggregate  Accounts of Key  Employees  under this Plan
                      and all  plans  of an  Aggregation  Group,  exceeds  sixty
                      percent (60%) of the Present Value of Accrued Benefits and
                      the  Aggregate  Accounts of all Key and Non-Key  Employees
                      under this Plan and all plans of an Aggregation Group.

                      If any  Participant  is a  Non-Key  Employee  for any Plan
                      Year,  but such  Participant  was a Key  Employee  for any
                      prior Plan Year, such

                                       61

                      Participant's  Present  Value of Accrued
                      Benefit  and/or  Aggregate  Account  balance  shall not be
                      taken into  account for  purposes of  determining  whether
                      this  Plan is a Top  Heavy or  Super  Top  Heavy  Plan (or
                      whether any Aggregation  Group which includes this Plan is
                      a Top Heavy  Group).  In  addition,  if a  Participant  or
                      Former  Participant has not performed any services for any
                      Employer  maintaining the Plan at any time during the five
                      year period ending on the Determination  Date, any accrued
                      benefit for such Participant or Former  Participant  shall
                      not be taken into account for the purposes of  determining
                      whether this Plan is a Top Heavy or Super Top Heavy Plan.

               (w)    This Plan  shall be a Super  Top  Heavy  Plan for any Plan
                      Year  in  which,  as of the  Determination  Date,  (1) the
                      Present Value of Accrued Benefits of Key Employees and (2)
                      the sum of the Aggregate  Accounts of Key Employees  under
                      this Plan and all plans of an Aggregation  Group,  exceeds
                      ninety  percent  (90%) of the  Present  Value  of  Accrued
                      Benefits and the Aggregate Accounts of all Key and Non-Key
                      Employees  under this Plan and all plans of an Aggregation
                      Group.

               (x)    Aggregate  Account:  A Participant's  Aggregate Account as
                      of the  Determination  Date is the sum of:

                      (1)    his  Participant's  Combined  Account balance as of
                             the most recent valuation occurring within a twelve
                             (12) month period ending on the Determination Date;

                      (2)    an adjustment for any  contributions  due as of the
                             Determination  Date. Such  adjustment  shall be the
                             amount of any contributions actually made after the
                             Valuation   Date   but   due  on  or   before   the
                             Determination  Date, except for the first Plan Year
                             when such adjustment  shall also reflect the amount
                             of any  contributions  made after the Determination
                             Date that are  allocated as of a date in that first
                             Plan Year.

                      (3)    any Plan  distributions  made  within the Plan Year
                             that includes the Determination  Date or within the
                             four (4) preceding Plan Years. However, in the case
                             of distributions  made after the Valuation Date and
                             prior to the Determination Date, such distributions
                             are not  included  as  distributions  for top heavy
                             purposes to the extent that such  distributions are
                             already  included  in the  Participant's  Aggregate
                             Account   balance   as  of  the   Valuation   Date.
                             Notwithstanding  anything  herein to the  contrary,
                             all distributions,  including distributions under a
                             terminated plan which if it had not been terminated
                             would  have  been  required  to be  included  in an
                             Aggregation   Group,  will  be  counted.   Further,
                             distributions from

                                       62

                             the  Plan   (including   the  cash  value  of  life
                             insurance  policies)  of  a  Participant's  account
                             balance  because  of death  shall be  treated  as a
                             distribution for the purposes of this paragraph.

                      (4)    any Employee  contributions,  whether  voluntary or
                             mandatory.  However,  amounts  attributable  to tax
                             deductible     qualified     voluntary     employee
                             contributions  shall not be considered to be a part
                             of the Participant's Aggregate Account balance.

                      (5)    with   respect   to   unrelated    rollovers    and
                             plan-to-plan   transfers   (ones   which  are  both
                             initiated  by the  Employee  and  made  from a plan
                             maintained by one employer to a plan  maintained by
                             another  employer),   if  this  Plan  provides  the
                             rollovers  or  plan-to-plan   transfers,  it  shall
                             always  consider  such  rollovers  or  plan-to-plan
                             transfers  as a  distribution  for the  purposes of
                             this  Section.  If this Plan is the plan  accepting
                             such rollovers or plan-to-plan  transfers, it shall
                             not  consider   such   rollovers  or   plan-to-plan
                             transfers  as part of the  Participant's  Aggregate
                             Account balance.

                      (6)    with respect to related  rollovers and plan-to-plan
                             transfers   (ones  either  not   initiated  by  the
                             Employee or made to a plan  maintained  by the same
                             employer),  if this Plan  provides  the rollover or
                             plan-to-plan transfer, it shall not be counted as a
                             distribution for purposes of this Section.  If this
                             Plan  is  the  plan   accepting  such  rollover  or
                             plan-to-plan   transfer,  it  shall  consider  such
                             rollover  or  plan-to-plan  transfer as part of the
                             Participant's     Aggregate     Account    balance,
                             irrespective  of the date on which such rollover or
                             plan-to-plan transfer is accepted.

                      (7)    For  the  purposes  of   determining   whether  two
                             employers are to be treated as the same employer in
                             (5) and (6) above,  all employers  aggregated under
                             Code Section  414(b),  (c), (m) and (o) are treated
                             as the same employer.

               (y)    "Aggregation  Group" means  either a Required  Aggregation
                      Group or a  Permissive  Aggregation  Group as  hereinafter
                      determined.

                      (1)    Required   Aggregation   Group:  In  determining  a
                             Required Aggregation Group hereunder,  each plan of
                             the   Employer  in  which  a  Key   Employee  is  a
                             participant   in  the  Plan  Year   containing  the
                             Determination  Date  or any of the  four  preceding
                             Plan  Years,  and each other  plan of the  Employer
                             which  enables  any  plan in  which a Key  Employee
                             participates  to  meet  the  requirements  of  Code
                             Sections  401(a)(4) or 410,  will be required to be
                             aggregated. Such group shall be known as a Required
                             Aggregation Group.

                                       63

                             In the case of a Required  Aggregation  Group, each
                             plan in the group  will be  considered  a Top Heavy
                             Plan if the  Required  Aggregation  Group  is a Top
                             Heavy Group.  No plan in the  Required  Aggregation
                             Group  will be  considered  a Top Heavy Plan if the
                             Required  Aggregation  Group  is  not a  Top  Heavy
                             Group.

                      (2)    Permissive Aggregation Group: The Employer may also
                             include any other plan not  required to be included
                             in the  Required  Aggregation  Group,  provided the
                             resulting group,  taken as a whole,  would continue
                             to  satisfy  the   provisions   of  Code   Sections
                             401(a)(4)  and 410.  Such group shall be known as a
                             Permissive Aggregation Group.

                             In the case of a Permissive Aggregation Group, only
                             a plan  that is part  of the  Required  Aggregation
                             Group  will be  considered  a Top Heavy Plan if the
                             Permissive  Aggregation Group is a Top Heavy Group.
                             No plan in the Permissive Aggregation Group will be
                             considered  a Top  Heavy  Plan  if  the  Permissive
                             Aggregation Group is not a Top Heavy Group.

                      (3)    Only  those  plans of the  Employer  in  which  the
                             Determination  Dates fall within the same  calendar
                             year  shall be  aggregated  in  order to  determine
                             whether such plans are Top Heavy Plans.

                      (4)    An  Aggregation  Group shall include any terminated
                             plan of the  Employer if it was  maintained  within
                             the last five (5) years ending on the Determination
                             Date.

               (z)    "Determination  Date"  means  (a)  the  last  day  of  the
                      preceding  Plan Year, or (b) in the case of the first Plan
                      Year, the last day of such Plan Year.

               (aa)   Present Value of Accrued  Benefit:  In the case of a
                      defined  benefit  plan,  the Present    Value of  Accrued
                      Benefit  for a  Participant  other  than a Key  Employee,
                      shall be as determined  using  the  single  accrual method
                      used for all plans of the  Employer  and  Affiliated
                      Employers,  or if no such single method exists,  using a
                      method which results in benefits accruing not more rapidly
                      than the slowest  accrual  rate  permitted  under    Code
                      Section  411(b)(1)(C).  The  determination  of the Present
                      Value of Accrued  Benefit shall be determined as of the
                      most recent Valuation  Date that falls within or ends with
                      the 12-month period ending on the  Determination  Date
                      except as provided in Code Section 416 and the Regulations
                      thereunder  for the first and  second  plan  years of a
                      defined  benefit plan.

               (bb)   "Top Heavy Group" means an Aggregation  Group in which, as
                      of the Determination Date, the sum of:

                                       64

                      (1)    the Present Value of Accrued  Benefits of Key
                             Employees  under all defined benefit plans included
                             in the group, and

                      (2)    the  Aggregate  Accounts of Key  Employees  under
                             all defined  contribution  plans  included in the
                             group,

                       exceeds sixty percent (60%) of a similar sum determined
                       for all Participants.

                                   ARTICLE IX
                                  MISCELLANEOUS

        9.1    PARTICIPANT'S RIGHTS

               This Plan shall not be deemed to  constitute  a contract  between
the Employer and any Participant or to be a  consideration  or an inducement for
the employment of any  Participant or Employee.  Nothing  contained in this Plan
shall be deemed to give any  Participant or Employee the fight to be retained in
the service of the  Employer or to  interfere  with the right of the Employer to
discharge any Participant or Employee at any time regardless of the effect which
such discharge shall have upon him as a Participant of this Plan.

        9.2    ALIENATION

               (cc)   Subject to the exceptions  provided  below,  no benefit
                      which shall be payable out of the Trust Fund to any person
                      (including a Participant or his  Beneficiary)  shall be
                      subject in  any  manner  to  anticipation,   alienation,
                      sale,  transfer,   assignment,  pledge,  encumbrance,  or
                      charge,  and any  attempt  to  anticipate, alienate, sell,
                      transfer, assign,  pledge,  encumber,  or charge the same
                      shall be void;  and no such benefit shall   in any  manner
                      be  liable  for,  or  subject  to,  the  debts, contracts,
                      liabilities, engagements,  or torts of any such  person,
                      nor shall it be  subject  to attachment  or legal  process
                      for or against such person,  and the same shall not be
                      recognized  by the Trustee, except to such extent as may
                      be required by law.

               (dd)   This  provision  shall not apply to a "qualified  domestic
                      relations  order"  defined in  Code  Section  414(p),  and
                      those other  domestic  relations  orders  permitted  to be
                      so treated  by the  Administrator  under the  provisions
                      of the  Retirement Equity  Act of 1984. The  Administrator
                      shall establish a written  procedure to determine the
                      qualified status  of  domestic  relations  orders  and  to
                      administer   distributions  under  such qualified  orders.
                      Further,   to  the  extent  provided  under  a  "qualified
                      domestic relations  order," a former  spouse of a
                      Participant  shall be  treated as the spouse or  surviving
                      spouse for all purposes under the Plan.

                      Notwithstanding  any  provision  of  this  Section  to the
                      contrary,  an offset to a  Participant's  accrued  benefit
                      against  an amount  that the  Participant  is  ordered  or
                      required  to pay the  Plan  with  respect  to a  judgment,
                      order, or

                                       65

                      decree  issued,  or a
                      settlement entered into, on or after August 5, 1997, shall
                      be   permitted   in   accordance    with   Code   Sections
                      401(a)(13)(C) and (D).

        9.3    CONSTRUCTION OF PLAN

               This Plan shall be construed  and  enforced  according to the Act
and the  laws of the  State of West  Virginia,  other  than its laws  respecting
choice of law, to the extent not preempted by the Act.

        9.4    GENDER AND NUMBER
               Wherever any words are used herein in the masculine,  feminine or
neuter gender,  they shall be construed as though they were also used in another
gender in all cases where they would so apply,  and  whenever any words are used
herein in the  singular or plural  form,  they shall be construed as though they
were also used in the other form in all cases where they would so apply.

        9.5    LEGAL ACTION

               In the event any claim,  suit, or proceeding is brought regarding
the Trust and/or Plan established  hereunder to which the Trustee,  the Employer
or the  Administrator  may be a party,  and such claim,  suit,  or proceeding is
resolved in favor of the Trustee, the Employer or the Administrator,  they shall
be  entitled  to be  reimbursed  from  the  Trust  Fund  for any and all  costs,
attorney's  fees, and other  expenses  pertaining  thereto  incurred by them for
which they shall have become liable.

        9.6    PROHIBITION AGAINST DIVERSION OF FUNDS

               (ee)   Except  as  provided  below  and  otherwise   specifically
                      permitted by law, it shall be  impossible  by operation of
                      the Plan or of the Trust,  by  termination  of either,  by
                      power of revocation or amendment,  by the happening of any
                      contingency,  by  collateral  arrangement  or by any other
                      means,  for any part of the  corpus or income of any trust
                      fund  maintained   pursuant  to  the  Plan  or  any  funds
                      contributed  thereto  to be  used  for,  or  diverted  to,
                      purposes other than the exclusive benefit of Participants,
                      Retired Participants, or their Beneficiaries.

               (ff)   In  the  event  the  Employer   shall  make  an  excessive
                      contribution  under  a  mistake  of fact  pursuant  to Act
                      Section 403(c)(2)(A), the Employer may demand repayment of
                      such  excessive  contribution  at any time  within one (1)
                      year  following the time of payment and the Trustees shall
                      return such amount to the Employer within the one (1) year
                      period.  Earnings of the Plan  attributable  to the excess
                      contributions  may not be returned to the Employer but any
                      losses  attributable  thereto  must  reduce  the amount so
                      returned.

                                       66

        9.7    BONDING

               Every Fiduciary,  except a bank or an insurance  company,  unless
exempted by the Act and regulations thereunder, shall be bonded in an amount not
less than 10% of the  amount  of the funds  such  Fiduciary  handles;  provided,
however,  that the minimum bond shall be $1,000 and the maximum bond,  $500,000.
The amount of funds  handled  shall be  determined at the beginning of each Plan
Year by the  amount  of funds  handled  by such  person,  group,  or class to be
covered and their  predecessors,  if any,  during the preceding Plan Year, or if
there is no preceding  Plan Year,  then by the amount of the funds to be handled
during the then current  year.  The bond shall  provide  protection  to the Plan
against any loss by reason of acts of fraud or dishonesty by the Fiduciary alone
or in connivance with others. The surety shall be a corporate surety company (as
such term is used in Act  Section  412(a)(2)),  and the bond  shall be in a form
approved by the Secretary of Labor.  Notwithstanding anything in the Plan to the
contrary, the cost of such bonds shall be an expense of and may, at the election
of the Administrator, be paid from the Trust Fund or by the Employer.

        9.8    EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

               Neither the Employer,  the  Administrator,  nor the Trustee,  nor
their  successors  shall be responsible  for the validity of any Contract issued
hereunder  or for the  failure  on the  part  of the  insurer  to make  payments
provided by any such  Contract,  or for the action of any person which may delay
payment or render a Contract null and void or unenforceable in whole or in part.

        9.9    INSURER'S PROTECTIVE CLAUSE

               Any insurer who shall issue  Contracts  hereunder  shall not have
any responsibility for the validity of this Plan or for the tax or legal aspects
of this Plan.  The insurer  shall be  protected  and held  harmless in acting in
accordance with any written direction of the Trustee,  and shall have no duty to
see to the  application  of any funds paid to the  Trustee,  nor be  required to
question any actions  directed by the Trustee.  Regardless  of any  provision of
this Plan,  the  insurer  shall not be  required to take or permit any action or
allow any benefit or privilege  contrary to the terms of any  Contract  which it
issues hereunder, or the rules of the insurer.

        9.10   RECEIPT AND RELEASE FOR PAYMENTS

               Any  payment  to  any  Participant,   his  legal  representative,
Beneficiary,  or to any guardian or committee  appointed for such Participant or
Beneficiary in accordance with the provisions of the Plan,  shall, to the extent
thereof, be in full satisfaction of all claims hereunder against the Trustee and
the Employer, either of whom may require such Participant, legal representative,
Beneficiary, guardian or committee, as a condition precedent to such payment, to
execute a receipt and release thereof in such form as shall be determined by the
Trustee or Employer.

                                       67

        9.11   ACTION BY THE EMPLOYER

               Whenever the Employer under the terms of the Plan is permitted or
required  to do or  perform  any act or matter  or  thing,  it shall be done and
performed by a person duly authorized by its legally constituted authority.

        9.12   NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

               The "named  Fiduciaries"  of this Plan are (1) the Employer,  (2)
the  Administrator  and (3) the Trustee.  The named  Fiduciaries shall have only
those  specific  powers,  duties,  responsibilities,   and  obligations  as  are
specifically  given them under the Plan or as  accepted  by or  assigned to them
pursuant to any procedure provided under the Plan,  including but not limited to
any  agreement  allocating or delegating  their  responsibilities,  the terms of
which are  incorporated  herein  by  reference.  In  general,  unless  otherwise
indicated  herein or pursuant to such  agreements,  the Employer  shall have the
duties specified in Article II hereof, as the same may be allocated or delegated
thereunder,  including  but not  limited  to the  responsibility  for making the
contributions  provided for under  Section 4.1; and shall have the  authority to
appoint and remove the Trustee and the  Administrator;  to formulate  the Plan's
"funding policy and method"; and to amend or terminate, in whole or in part, the
Plan. The Administrator  shall have the responsibility for the administration of
the Plan,  including but not limited to the items specified in Article II of the
Plan, as the same may be allocated or delegated  thereunder.  The  Administrator
shall  act as  the  named  Fiduciary  responsible  for  communicating  with  the
Participant according to the Participant Direction Procedures. The Trustee shall
have the  responsibility  of management and control of the assets held under the
Trust,  except to the extent directed  pursuant to Article II or with respect to
those  assets,  the  management  of which  has been  assigned  to an  Investment
Manager,  who shall be  solely  responsible  for the  management  of the  assets
assigned to it, all as specifically  provided in the Plan and any agreement with
the  Trustee.   Each  named  Fiduciary   warrants  that  any  directions  given,
information  furnished,  or action taken by it shall be in  accordance  with the
provisions of the Plan, authorizing or providing for such direction, information
or action.  Furthermore,  each named Fiduciary may rely upon any such direction,
information or action of another named Fiduciary as being proper under the Plan,
and is not  required  under the Plan to inquire  into the  propriety of any such
direction,  information or action. It is intended under the Plan that each named
Fiduciary  shall be  responsible  for the  proper  exercise  of its own  powers,
duties,  responsibilities  and  obligations  under  the  Plan  as  specified  or
allocated  herein.  No named  Fiduciary  shall  guarantee  the Trust Fund in any
manner against  investment loss or  depreciation  in asset value.  Any person or
group may serve in more than one Fiduciary capacity. In the furtherance of their
responsibilities  hereunder,  the  "named  Fiduciaries"  shall be  empowered  to
interpret  the Plan and Trust and to resolve  ambiguities,  inconsistencies  and
omissions, which findings shall be binding, final and conclusive.

        9.13   HEADINGS

               The headings and  subheadings of this Plan have been inserted for
convenience  of  reference  and are to be  ignored  in any  construction  of the
provisions hereof.

                                       68

        9.14   APPROVAL BY INTERNAL REVENUE SERVICE

               (gg)   Notwithstanding   anything   herein   to   the   contrary,
                      contributions  to  this  Plan  are  conditioned  upon  the
                      initial  qualification of the Plan under Code Section 401.
                      If the Plan receives an adverse determination with respect
                      to its  initial  qualification,  then the Plan may  return
                      such  contributions  to the Employer within one year after
                      such  determination,  provided  the  application  for  the
                      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 the Secretary
                      of the Treasury may prescribe.

               (hh)   Notwithstanding  any  provisions to the contrary,  except
                      Sections 3.5, 3.6, and 4.1(e), any  contribution   by  the
                      Employer  to  the  Trust  Fund  is  conditioned   upon the
                      deductibility  of the  contribution by the Employer under
                      the Code and, to the extent any such  deduction  is
                      disallowed,  the Employer  may,  within one (1) year
                      following  the  disallowance of the deduction,  demand
                      repayment of such disallowed  contribution and the Trustee
                      shall return such  contribution  within one (1) year
                      following the  disallowance.  Earnings of the Plan
                      attributable to the excess  contribution may not be
                      returned to the  Employer, but any losses attributable
                      thereto must reduce the amount so returned.

        9.15   UNIFORMITY

               All provisions of this Plan shall be interpreted and applied in a
uniform,  nondiscriminatory  manner.  In the event of any  conflict  between the
terms of this Plan and any Contract  purchased  hereunder,  the Plan  provisions
shall control.

                                    ARTICLE X
                             PARTICIPATING EMPLOYERS

        10.1   ADOPTION BY OTHER EMPLOYERS

               Notwithstanding anything herein to the contrary, with the consent
of the  Employer  and  Trustee,  any other  corporation  or  entity,  whether an
affiliate or  subsidiary  or not, may adopt this Plan and all of the  provisions
hereof,  and participate herein and be known as a Participating  Employer,  by a
properly executed document evidencing said intent and will of such Participating
Employer.

        10.2   REQUIREMENTS OF PARTICIPATING EMPLOYERS

               (ii)   Each such Participating  Employer shall be required to use
                      the same Trustee as provided in this Plan.

               (jj)   The Trustee may, but shall not be required to,  commingle,
                      hold and invest as one Trust Fund all  contributions  made
                      by Participating Employers, as

                                       69

                      well as all  increments
                      thereof.  However,  the  assets of the Plan  shall,  on an
                      ongoing  basis,  be  available  to  pay  benefits  to  all
                      Participants  and  Beneficiaries  under  the Plan  without
                      regard  to the  Employer  or  Participating  Employer  who
                      contributed such assets.

               (kk)   The  transfer  of any  Participant  from or to an Employer
                      participating  in this Plan,  whether he be an Employee of
                      the Employer or a Participating Employer, shall not affect
                      such Participant's  rights under the Plan, and all amounts
                      credited to such Participant's Combined Account as well as
                      his  accumulated  service  time  with  the  transferor  or
                      predecessor,  and his length of participation in the Plan,
                      shall continue to his credit.

               (ll)   All rights and values  forfeited by  termination  of
                      employment  shall inure only to the  benefit of the
                      Participants  of the  Employer  or  Participating Employer
                      by which the forfeiting  Participant was employed,  except
                      if the Forfeiture is for an Employee whose Employer is an
                      Affiliated  Employer,  then said Forfeiture  shall inure
                      to the benefit of   the  Participants  of those  Employers
                      who are Affiliated  Employers.  Should an Employee  of one
                      ("First")  Employer be transferred to an associated
                      ("Second")  Employer which is  an Affiliated  Employer,
                      such transfer  shall not cause his account  balance
                      (generated while  an  Employee  of  "First"  Employer)  in
                      any  manner,  or  by  any  amount  to be  forfeited.  Such
                      Employee's  Participant  Combined  Account  balance for
                      all purposes of  the Plan,  including length of service,
                      shall be considered as though he had always been  employed
                      by the "Second"  Employer and as such had received
                      contributions,  forfeitures,   earnings or losses,  and
                      appreciation  or  depreciation  in value of assets
                      totaling the  amount so transferred.

               (mm)   Any  expenses  of the  Trust  which  are to be paid by the
                      Employer  or borne by the Trust Fund shall be paid by each
                      Participating  Employer  in the same  proportion  that the
                      total  amount  standing to the credit of all  Participants
                      employed by such Employer  bears to the total  standing to
                      the credit of all Participants.

        10.3   DESIGNATION OF AGENT

               Each Participating Employer shall be deemed to be a party to this
Plan;  provided,  however,  that with respect to all of its  relations  with the
Trustee  and  Administrator  for the  purpose of this Plan,  each  Participating
Employer  shall be deemed to have  designated  irrevocably  the  Employer as its
agent.  Unless the context of the Plan clearly indicates the contrary,  the word
"Employer" shall be deemed to include each Participating  Employer as related to
its adoption of the Plan.

                                       70

        10.4   EMPLOYEE TRANSFERS

               It is  anticipated  that an Employee may be  transferred  between
Participating  Employers,  and in the event of any such  transfer,  the Employee
involved shall carry with him his accumulated  service and eligibility.  No such
transfer   shall  effect  a  termination  of  employment   hereunder,   and  the
Participating  Employer to which the  Employee is  transferred  shall  thereupon
become  obligated  hereunder with respect to such Employee in the same manner as
was the Participating Employer from whom the Employee was transferred.

        10.5   PARTICIPATING EMPLOYER CONTRIBUTION

               Any  contribution  subject to  allocation  during  each Plan Year
shall  be  allocated   only  among  those   Participants   of  the  Employer  or
Participating  Employer making the  contribution,  except if the contribution is
made by an  Affiliated  Employer,  in which  event  such  contribution  shall be
allocated  among  all  Participants  of  all  Participating  Employers  who  are
Affiliated  Employers in  accordance  with the  provisions  of this Plan. On the
basis of the information furnished by the Administrator,  the Trustee shall keep
separate books and records concerning the affairs of each Participating Employer
hereunder  and  as to  the  accounts  and  credits  of  the  Employees  of  each
Participating  Employer. The Trustee may, but need not, register Contracts so as
to evidence that a particular  Participating Employer is the interested Employer
hereunder,  but in the  event of an  Employee  transfer  from one  Participating
Employer to another, the employing Employer shall immediately notify the Trustee
thereof.

        10.6   AMENDMENT

               Each  Participating  Employer  appoints the board of directors of
CSX Hotels, Inc., its exclusive agent to amend or terminate the Plan.

        10.7   DISCONTINUANCE OF PARTICIPATION

               Any  Participating  Employer shall be permitted to discontinue or
revoke its participation in the Plan. At the time of any such  discontinuance or
revocation,  satisfactory  evidence  thereof  and of any  applicable  conditions
imposed  shall  be  delivered  to the  Trustee.  The  Trustee  shall  thereafter
transfer,  deliver and assign Contracts and other Trust Fund assets allocable to
the  Participants  of such  Participating  Employer to such new Trustee as shall
have been designated by such  Participating  Employer,  in the event that it has
established a separate pension plan for its Employees, provided however, that no
such transfer shall be made if the result is the elimination or reduction of any
"Section 411(d)(6)  protected benefits" in accordance with Section 7.1(c). If no
successor is designated,  the Trustee shall retain such assets for the Employees
of said  Participating  Employer  pursuant to the provisions of the Trust. In no
such event  shall any part of the corpus or income of the Trust as it relates to
such  Participating  Employer be used for or diverted to purposes other than for
the exclusive benefit of the Employees of such Participating Employer.

                                       71

        10.8   ADMINISTRATOR'S AUTHORITY

               The  Administrator  shall  have  authority  to  make  any and all
necessary rules or regulations, binding upon all Participating Employers and all
Participants, to effectuate the purpose of this Article.



               IN WITNESS WHEREOF,  this Plan has been executed the day and year
first above written.

Signed, sealed, and delivered in the presence of.'

                                             CSX Hotels, Inc. dba The Greenbrier



                                              By   /s/Ted J. Kleisner
                                                   -----------------------------
                                                   EMPLOYER



 /s/Deirdre D. Ford
------------------------
WITNESSES AS TO EMPLOYER
                                              ATTEST   /s/Larry C. Mazey
                                                    ----------------------------




                                              The Grand Teton Lodge Company



                                               By   /s/Ted J. Kleisner
                                                    ----------------------------
                                                    EMPLOYER



 /s/Deirdre D. Ford
------------------------
WITNESSES AS TO EMPLOYER
                                               ATTEST   /s/Larry C. Mazey
                                                     ---------------------------

                                       72