<PAGE>

                                 EXHIBIT 10.7


                          STANDARD INSURANCE COMPANY

                            HOME OFFICE EMPLOYEES'

                          DEFERRED COMPENSATION PLAN

                                  RESTATEMENT

                                    (1994)


                                        By: /s/ Ivy E. Lenz
                                            --------------------------
                                            (Signature)

                                        By: Ivy E. Lenz
                                            --------------------------
                                            (Name Printed or Typed

                                     Title: Corporate Secretary
                                            --------------------------

                              Date Adopted: Feb 28, 1994
                                            --------------------------

<PAGE>

                        OUTLINE OF KEY PLAN PROVISIONS

1 .  Definition of Compensation (See Plan Section 2.7):
     --------------------------

     Generally, "Compensation" means wages that are reportable as income on IRS
     Form W-2 and that were earned while the Employee was an "Eligible
     Employee". However, Compensation does not include amounts attributable to
     Company-wide profit sharing bonuses, officers' hiring, relocation, or other
     individualized bonuses, long term incentive compensation plans,
     reimbursement for unused vacation at the time of termination, severance
     pay, taxable fringe benefits, tax reimbursements, awards and prizes, club
     dues, noncash compensation, or contributions to and benefits from any other
     employee benefit plan maintained by Standard, except as provided below.

     In addition, Compensation means elective deferrals (including, for example,
     Elective Contributions under this Plan) and any amounts deferred under a
     "cafeteria plan".

2.   Definition of Eligible Employee (See Plan Section 2.13):
     -------------------------------

     "Eligible Employee" means, at any time, an Employee who is not a union
     member except to the extent the collective bargaining agreement expressly
     permits or requires participation in this Plan, who is not a Leased
     Employee or an Agent, and whose Service is based at the Home Office or an
     Agency office.

     Eligible Employees are those Employees who are potentially eligible to
     participate in this Plan.

3.   Minimum Participation Standards (See Plan Section 3.2):
     -------------------------------

     An Employee may participate in the Plan as of any Entry Date when he or
     she:

     a.  is an Eligible Employee,

     b.  with respect to Elective Contributions, has been an Employee for 28
         consecutive days, and

     c.  with respect to Matching Contributions, has been an Employee for at
         least one year.

4.   Basic Contributions (See Plan Sections 4.1.1 - 4.1.4):
     -------------------

     a.  Amount: Matching Contributions may be made equal to 100% of the
         ------
         Participant's Elective Contributions during the period in which he was
         a Participant with respect to Matching Contributions.

     b.  Allocation: Matching Contributions shall be allocated to those
         ----------
         Participants who make Elective Contributions according to the Matching
         Contributions formula described above, EXCEPT that a Participant's
         Elective Contributions in excess of 3% of the Participant's Eligible
         Compensation shall not be taken into account.

     c.  Vestinq: Basic Contributions are 100% vested at all times.
         -------

5.   Elective Contributions (See Plan Sections 4.2.1 - 4.2.5):
     ----------------------

     Elective deferrals may be contributed to the Plan by Participants in
     amounts equal to not less than 3% nor more than the maximum percentage
     legally premissible of their Elective Compensation.

     Elective Contributions are 100% vested at all times.


FIFTH AMENDMENT
Outline of Key Plan Provisions
Effective 7/1/98
<PAGE>

6.    Expenses (See Plan Section 6.4):
      --------

      The Expenses of maintaining this Plan which are not paid by the Employer
      shall be satisfied directly out of the Plan's assets, except for certain
      transactional charges which shall be paid by the particular Participants
      involved.

7.    Investments (See Plan Section 6.1.2):
      -----------

      Effective April 1, 1994, Participants are permitted to direct the
      investment of amounts held by the Plan on their behalf.

8.    Loans (See Plan Section 7.6):
      -----

      Participant loans are permitted under this Plan.


PLEASE NOTE
-----------

THE FOREGOING STATEMENTS ARE MERELY SUMMARIES OF SPECIFIC PLAN PROVISIONS,
PROVIDED FOR QUICK REFERENCE. THE PLAN TEXT ITSELF CONTROLS AND MUST BE REFERRED
TO FOR THE ACTUAL AND COMPLETE PLAN PROVISIONS.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE I                                    STATEMENT OF PURPOSE AND INTENTIONS
<S>                                                                       <C>
1.1   Purpose............................................................ Page 1
1.2   Intent to Qualify..................................................      1
1.3   Effect of Amendment and Restatement................................      1

ARTICLE II                                                           DEFINITIONS

2.1   Anniversary Date...................................................      2
2.2   Annuity Starting Date..............................................      2
2.3   Beneficiary........................................................      2
2.4   Break in Service Year..............................................      2
2.5   Code...............................................................      2
2.6   Company............................................................      2
2.7   Compensation.......................................................      2
2.8   Date of Employment.................................................      3
2.9   Date of Re-employment..............................................      4
2.10  Effective Date.....................................................      4
2.11  Elective Compensation..............................................      4
2.12  Eligible Compensation..............................................      4
2.13  Employee...........................................................      4
2.14  Employer...........................................................      7
2.15  Hour of Service....................................................      8
2.16  Individual Accounts................................................      9
2.17  Insurance Company..................................................      9
2.18  Limitation Year....................................................      9
2.19  Normal Retirement Age and Normal Retirement Date...................      9
2.20  Participant........................................................      9
2.21  Plan...............................................................     10
2.22  Plan Administrator.................................................     10
2.23  Plan Year..........................................................     10
2.24  Preliminary Service................................................     10
2.25  Qualified Matching Contributions ("QMAC")..........................     10
      Qualified Nonelective Contributions ("QNC")........................     10
2.26  Required Beginning Date............................................     10
2.27  Retirement and Retirement Date.....................................     11
2.28  Service............................................................     11
2.29  Total and Permanent Disability.....................................     11
2.30  Trustees...........................................................     11
2.31  Vested Benefit.....................................................     11
2.32  Years of Service...................................................     11

ARTICLE III                                                        PARTICIPATION

3.1   Commencement of Participant........................................     13
3.2   Minimum Participation Standards....................................     13
3.3   Preliminary Service................................................     13
3.4   Active Participation; Inactive Participation.......................     14
3.5   Cessation of Participation.........................................     14
3.6   Participation on Resumption of Employment..........................     14
</TABLE>

<PAGE>


<TABLE>
ARTICLE IV                                                         CONTRIBUTIONS
<S>                                                                          <C>
4.1.1  Basic Contributions: Amount .......................................... 15
4.1.2  Basic Contribution Account............................................ 15
4.1.3  Basic Contributions: Allocations ..................................... 16
4.1.4  Basic Contributions: Vesting ......................................... 16
4.2.1  Elective Contributions: Amount ....................................... 17
4.2.2  Elective Contribution Account ........................................ 19
4.2.3  Elective Contributions: Allocations .................................. 19
4.2.4  Elective Contributions: Vesting ...................................... 19
4.2.5  Elective Contributions: Withdrawals .................................. 20
4.3.1  Supplemental Contributions: Amount ................................... 22
4.3.2  Supplemental Contribution Accounts ................................... 22
4.3.3  Supplemental Contributions: Allocations .............................. 22
4.3.4  Supplemental Contributions: Vesting .................................. 22
4.4.1  Rollover Contributions: Amount ....................................... 23
4.4.2  Rollover Contribution Account ........................................ 23
4.4.3  Rollover Contributions: Allocation ................................... 23
4.4.4  Rollover Contributions: Vesting ...................................... 23
4.5.1  Prior Plan Contributions Account ..................................... 23
4.5.2  Prior Plan Contributions: Vesting .................................... 24
4.5.3  Prior Plan Contributions: Withdrawals ................................ 24

ARTICLE V                                    REQUIRED NON-DISCRIMINATION TESTING

5.1.1  Limitation on Additions .............................................. 25
5.1.2  Suspense Account ..................................................... 30
5.2.1  Top-Heavy Provisions: Application .................................... 30
5.2.2  Top-Heavy Determination .............................................. 30
5.2.3  Special Rules for Top-Heavy Plans .................................... 33
5.3    Actual Deferral Percentage Test ...................................... 34
5.4    Average Contribution Percentage Test ................................. 38
5.5    Multiple Use of Alternative Limitation ............................... 42

ARTICLE VI                                         ADMINISTRATION OF PLAN ASSETS

6.1.1  The Investment Fund .................................................  44
6.1.2  Employee Directed Investments........................................  44
6.2    Net Adjustments......................................................  45
6.3    Distribution Adjustments.............................................  45
6.4    Expenses ............................................................  45

ARTICLE VII                                                        DISTRIBUTIONS

7.1    Termination of Employment (Including Disability)
         Before Retirement..................................................  47
7.2    Death Benefits.......................................................  47
7.3    Retirement ..........................................................  51
7.4    Form of Retirement Benefit ..........................................  51
7.5    Retirement Benefits: Election of Forms and Commencement
         of Payments........................................................  53
7.6    Loans to Participants................................................  57
</TABLE>

<PAGE>


<TABLE>
ARTICLE VIII GENERAL PROVISIONS
<S>                                                                          <C>
8.1.1  Plan Modification: Authority........................................   62
8.1.2  Plan Modification: Merger...........................................   62
8.1.3  Plan Modification: Termination......................................   62
8.2.1  Duties: Plan Administrator..........................................   62
8.2.2  Duties: Employer....................................................   63
8.3    Benefit Claims Procedure............................................   63
8.4    Review Procedure....................................................   63
8.5    Qualification of the Plan and Conditions of Contributions...........   64
8.6    Beneficiaries.......................................................   64
8.7    Spendthrift Clause..................................................   65
8.8    Annuities...........................................................   65
8.9    Limitations of the Employer's Liability.............................   65
8.10   Non-Guarantee of Employment.........................................   66
8.11   Applicable Law......................................................   66
8.12   USERRA Requirements.................................................   66

ARTICLE IX DIRECT ROLLOVERS

9.1    General Rule........................................................   67
9.2    Definitions.........................................................   67
</TABLE>

<PAGE>

                                   ARTICLE I

                           STATEMENT OF PURPOSE AND
                                  INTENTIONS

1.1  Purpose
---  -------

     The Employer adopts this Plan as a defined contribution retirement plan
     of the profit sharing type with a cash or deferred arrangement to provide
     retirement benefits and incidental benefits to certain Employees who
     qualify for such benefits as more particularly provided herein.

1.2  Intent to Qualify
---  -----------------

     It is the Employer's intent that this Plan be a qualified plan in the
     meaning of sec. 401 of the Internal Revenue Code of 1986, as amended, that
     any trust that may become part hereof be exempt from tax under sec. 501(a)
     of the Code, and that contributions made by the Employer be deductible
     under sec. 404 of the Code. This Plan shall be interpreted, applied and
     administered in a manner consistent with this intent to qualify. All
     amounts contributed to, accumulated and/or held pursuant to this Plan
     shall not be diverted to or used for other than the exclusive benefit of
     the Participants or their beneficiaries until after such amounts have been
     distributed from this Plan. In the event that the portion of this Plan
     comprising the qualified cash or deferred arrangement fails to qualify
     under the provisions of sec. 401(k) of the Code, the Plan as a whole
     shall nonetheless be interpreted so as to qualify under sec. 401(a) of
     the Code.

1.3  Effect of Amendment and Restatement
---  -----------------------------------

     This Plan is an amendment and restatement of the Standard Insurance
     Company Employees and Agents Deferred Compensation Plan. As such, it is
     effective only with respect to Home Office Employees and to Employees who
     terminate employment with the Employer on or after the date the restated
     Plan was adopted, so that the rights to benefits from the Plan, if any,
     of former Employees who terminated employment before that date shall be
     determined according to the Plan as it was on the date they terminated
     employment, except to the extent that it may cause this Plan's document
     to more accurately reflect both the intent of the Employer and the ongoing
     administration of the Plan, and except as may be otherwise specifically
     provided in this Plan, and except to the extent required by law.

                                       1
<PAGE>

                                  ARTICLE II

                                  DEFINITIONS

For the purposes of this Plan, when the following terms appear in this Plan in
boldface type, they shall have the meanings indicated in this Article unless a
different meaning is clearly required by the context.

Whenever required by the context, masculine pronouns shall include the feminine,
and singular the plural.

2.1  Anniversary Date means each January 1.
---  ----------------

2.2  Annuity Starting Date means the first day of the first period for which an
---  ---------------------
     amount is payable as an annuity or any other form.

2.3  Beneficiary is defined in Section 8.6, except as specifically provided to
---  -----------
     the contrary elsewhere in this Plan.

2.4  Break in Service Year means a twelve-consecutive-month period commencing on
---  ---------------------
     an Anniversary Date (or, for the purposes of determining an Employee's
     Preliminary Service, each Preliminary Computation Period, as described in
     Article III) and during which an Employee (or former Employee) is not
     credited with any Hours of Service.

2.5  Code means the Internal Revenue Code of 1986, as amended, and all
---  ----
     regulations promulgated thereunder.

2.6  Company means Standard Insurance Company, an Oregon mutual insurance
---  -------
     company.

2.7  Compensation means wages, salary, and/or other remuneration that is
---  ------------
     receivable by an individual during a Plan Year in exchange for Service
     while an Eligible Employee and that is required to be reported as income
     on the individual's Form W-2 for federal income tax purposes, EXCEPT that
     Compensation shall not include amounts attributable to Company-wide profit
     sharing bonuses, officers' hiring or relocation bonuses, other
     individualized bonuses paid to officers, long-term incentive compensation
     plans, reimbursement for unused vacation at the time of termination of
     Service, severance pay, taxable fringe benefits, tax reimbursements,
     awards and prizes, club dues, noncash compensation, or contributions to
     and benefits from any other employee benefit plan maintained by the
     Company except as provided below.

     In addition, Compensation shall include the following amounts:

     (a)  all elective deferrals (as defined by Code sec. 402(g)(3)) made by
          the Participant during the Plan Year pursuant to a cash or deferred
          arrangement sponsored by the Employer, including those described by
          Section 4.2.1 of this Plan; and

                                       2
<PAGE>

     (b)  all Compensation accrued by the Participant during the Plan Year but
          which is not then included as taxable income of the Participant
          pursuant to a "cafeteria" or other such plan maintained by the
          Employer according to Code sec. 125.

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

      For Plan Years beginning on or after January 1, 1994, any reference in
      this Plan to the limitation under section 401 (a)(17) of the Code shall
      mean the OBRA `93 annual compensation limit set forth in this provision.

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

      Any provision of this Section to the contrary notwithstanding, the amount
      of Compensation for each Participant taken into account under this Plan
      in any Plan Year beginning after 1988 and before 1994 may not exceed
      $200,000, or such greater amount as the Secretary of the Treasury or his
      delegate may have authorized pursuant to Code sec. 401 (a)(17).

      In applying this limit, the family aggregation rules of Code sec.
      414(q)(6) shall apply, except that in applying such rules, the term
      "family" shall include only the spouse of the Employee and any lineal
      descendants of the Employee who have not attained age 19 before the close
      of the Plan Year. In addition, if this limit applies to a family unit,
      then for the purposes of this Plan, each affected family member shall be
      credited with an amount of Compensation on a pro rata basis, so that such
      credited amount, when compared to the adjusted compensation limit, shall
      have the same direct proportion that exists in comparing that person's
      actual Compensation to the sum of all that family's affected members'
      Compensation.

                                       3
<PAGE>

2.8   Date of Employment means the date on which an Employee has his first Hour
---   ------------------
      of Service.

2.9   Date of Re-employment means the first date as of which an Employee has an
---   ---------------------
      Hour of Service after his most recent termination of Service, EXCEPT that
      for the purposes of determining Preliminary Service, Date of Re-employment
      means the first date as of which an Employee is credited with an Hour of
      Service after he most recently has accrued a Break in Service Year which
      permits his prior Preliminary Service to be disregarded.

2.10  Effective Date means January 1, 1980. The effective date of this
----  --------------
      amendment and restatement is January 1, 1994, except as may be otherwise
      required by law for particular Plan provisions.

2.11  Elective Compensation means that portion of a Participant's Compensation
----  ---------------------
      that is attributable to Service performed while the Participant had in
                                                                      ------
      effect an election to have Elective Contributions made on his behalf,
      ------
      pursuant to Article IV.

2.12  Eligible Compensation means that portion of a Participant's
----  ---------------------
      Compensation that is attributable to Service performed while he was a
      Participant with respect to Basic Matching Contributions (i.e. he had
      satisfied the one year Preliminary Service requirement and commenced
      participation on the next Entry Date).

2.13  Employee means a natural person who performs Service for the Employer in
----  --------
      exchange for Compensation, including any Leased Employee (as described
      below) but excluding any independent contractor who is not a Leased,
      Employee. For the purposes of this Plan, Employee shall be further
      described as follows.

      (a)  Eligible Employee means (1) an Employee who is not a Leased Employee,
           -----------------
           (2) an Employee who is not included in a unit of employees covered by
           a collective bargaining agreement with the Employer pursuant to which
           retirement benefits were the subject of good faith bargaining, except
           to the extent that such agreement expressly permits or requires
           participation in this Plan and (3) an Employee whose Service is
           based at the Company's Home Office in Portland, Oregon, or at any
           Agency Office of the Company. However, Eligible Employee does not
           mean any person who is an Agent. An Agent means an agency manager,
           district manager, associate manager, agency supervisor, career agent
           or senior agent engaged as such pursuant to a contract with the
           Company.

      (b)  Highly Compensated Employee ("HCE") means:
           -----------------------------------------

           (1) The group of HCEs includes any Employee who during the Plan Year
               performs services for the Employer and who (i) in a 5-percent
               owner, (ii) receives compensation for the Plan Year in excess of
               the sec. 414(q)(1)(B) amount for the Plan Year, (iii) receives
               compensation for the Plan Year in excess of the
               sec. 414(q)(1)(C) amount for



FIFTH AMENDMENT
Section 2.12
Effective 7/1/98

                                       4
<PAGE>

               the Plan Year and is a member of the top paid group of Employees
               within the meaning of sec. 414(q)(4), or (iv) is an officer and
               receives compensation during the Plan Year that is greater than
               50 percent of the dollar limitation in effect under sec.
               415(b)(1)(A). If no officer satisfies the compensation
               requirement during the Plan Year, the highest paid officer for
               such year shall be treated as an HCE.

               For purposes of determining who is an HCE, compensation means
               compensation within the meaning of sec. 415(c)(3) as set forth in
               the Plan for purposes of determining the sec. 415 limits, except
               that amounts excluded pursuant to sections 125, 402(e)(3),
               402(h)(1)(B) and 403(b) are included. If compensation used for
               purposes of determining the sec. 415 limits under the Plan is not
               defined as total compensation as provided under sec. 415(c)(3)
               and the regulations thereunder, then for purposes of determining
               who is an HCE, compensation means compensation within the meaning
               of sec. 1.415-2(d)(11)(i) of the Income Tax Regulations, except
               that amounts excluded pursuant to sections 125, 402(e)(3),
               402(h)(1)(B) and 403(b) are included.

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

           (3) The determination of who is an HCE, including the determination
               of the number and identity of Employees in the top paid group,
               the number of Employees treated as officers and the compensation
               that is taken into account, shall be made in accordance with the
               sec. 414(q) and sec. 1.414(q)-1T of the temporary Income Tax
               Regulations to the extent they are not inconsistent with the
               method established above.



THIRD AMENDMENT
Section 2.13
Effective 1/1/95

                                       5
<PAGE>

     (c)  Key Employee means (solely for the purposes of Section 5.2) an
          ------------
          Employee who, at any time during the Plan Year or 4 preceding Plan
          Years, was:

          (1)  an officer of the Employer having an annual Compensation greater
               than 50% of the amount in effect under Code sec. 415(b)(1)(A) for
               any such Plan Year; or

          (2)  one of the ten Employees having annual Compensation greater than
               the limitation in effect under Code sec. 415(c)(1)(A) and owning
               (or considered as owning within the meaning of Code sec. 318) the
               largest interests of the Employer; or


THIRD AMENDMENT
Section 2.13
Effective 1/1/95

                                       6
<PAGE>

           (3)  a 5 percent owner of the Employer; or

           (4)  a 1 percent owner of the Employer having an annual Compensation
                of more than $150,000.

           For the purposes of this Plan, Key Employee shall be described more
           particularly by (and in any event, interpreted consistent with) Code
           sec. 416(i)(1) and regulations promulgated thereunder.

      (d)  Leased Employee means a person who is employed (either as a common
           ---------------
           law employee or an independent contractor) by a leasing organization
           (but not by the Employer) and who performs services for the
           Employer on a substantially full-time basis for a period of at
           least one year, where such services are of a type historically
           performed by Employees within the business field of the Employer, and
           where such services are provided pursuant to a contract between the
           leasing organization and the Employer, EXCEPT that if such person is
           covered under a money purchase pension plan maintained by the leasing
           organization and which provides (1) a nonintegrated employer
           contribution rate of at least 7 1/2% of compensation for services
           performed prior to January 1, 1987, and at least 10% of compensation
           for services performed after December 31, 1986, with compensation
           being determined according to Code sec. 415(c)(3), but including
           amounts contributed by the Employer pursuant to a salary reduction
           agreement which are excludable from the Employee's gross income
           under Code sec. 125, 402(e)(3), 402(h), or 403(b); (2) immediate
           participation; and (3) full and immediate vesting, AND if the sum of
           all such persons is not more than 20% of the Employer's "nonhighly
           compensated workforce" (as defined in 26 CFR 1.414(n)-2(f)(3)(ii)),
           then for the purposes of this Plan such person is not a Leased
           Employee, and is at that time ineligible for a benefit or any vested
           interest in this Plan.

           Any provisions of this Section and this Plan to the contrary
           notwithstanding, the term "Leased Employee" shall be more
           specifically defined by, and Leased Employees shall be treated under
           this Plan consistent with, Code sec. 414(n) and 26 CFR 1.414(n)-2.

2.14  Employer means Standard Insurance Company, and any other person or
      --------
      business organization which has adopted and maintains this Plan on behalf
      of its employees with the consent of Standard Insurance Company.

      In addition, to the extent required for this Plan's qualification for
      special tax treatment under the Code, and to the extent otherwise required
      by applicable law, including for example the determination of a
      Participant's Preliminary Service and Years of Service, Employer also
      means any predecessor organization which previously maintained this Plan
      on behalf of its employees (but only with regard to that period of time
      during which the Plan was maintained by such organization(s)), and any
      employer which, together with the Employer (as otherwise defined in this
      Section), is a member of a controlled group of corporations in the meaning
      of Code sec. 414(b), or is a member of a group of trades or business
      (whether or not incorporated) under common control in the meaning of Code
      sec. 414(c), or is a member of an affiliated service group in the meaning
      of Code sec. 414(m), or is otherwise required to be aggregated by Code
      sec. 414(o).

                                       7
<PAGE>

2.15  Hour of Service means:
      ---------------

      (a)  each hour for which an Employee is paid, or entitled to payment, by
           the Employer for the performance of duties;

      (b)  each hour for which an Employee is directly or indirectly paid, or
           entitled to payment, by the Employer on account of a period of time
           during which no duties are performed (irrespective of whether the
           employment relationship has terminated) due to vacation, holiday,
           il1ness, incapacity (including disability), layoff, jury duty,
           military duty or leave of absence except with respect to payments
           made or due under a plan maintained solely for the purpose of
           complying with applicable workers' compensation or unemployment
           compensation or disability insurance laws or which are solely in
           reimbursement to the Employee for medical or medically-related
           expenses incurred by the Employee; however, no more than 501 Hours of
           Service shall be credited pursuant to this paragraph 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
           Plan Year); and

      (c)  each hour for which back pay, irrespective of mitigation of damages,
           is either awarded or agreed to by the Employer; however, an Hour of
           Service shall not be credited under both this paragraph and
           paragraph (a) or (b), above.

      Hours of Service credited under paragraphs (b) and (c), above, shall be
      credited in accordance with Department of Labor Regulations found at 29CFR
      sec. 2530.200b-2(b). Hours of Service shall be credited to the appropriate
      Plan Year in accordance with 29CFR sec. 2530.200b-2(c).

      Hours of Service included pursuant to paragraph (a) shall be determined
      according to records of employment maintained by the Employer. If such
      records do not provide an adequate basis for determining the actual number
      of Hours of Service accrued by a particular Employee (e.g. a salaried
      Employee), then Hours of Service under paragraph (a) shall be credited to
      the Employee on a weekly basis and the Employee shall be credited with 45
      Hours of Service for every week in which he has accrued at least one Hour
      of Service as otherwise described in paragraph (a).

      Special Rule for Maternity or Paternity Absences
      ------------------------------------------------

      If an Employee is absent from work after December 31, 1984, due to

      (1)  the pregnancy of the Employee,

      (2)  the birth of a child to the Employee,

      (3)  the placement of a child with the Employee pursuant to the Employee's
           adoption of the child, or

      (4)  the care of such child described in (2) or (3) above immediately
           following its birth or placement,

  Art. II

                                       8
<PAGE>

      the Employee shall nonetheless be credited with the number of Hours of
      Service which normally would have been credited to the Employee but for
      said absence (or, if the Plan Administrator is unable to determine said
      number, with eight (8) Hours of Service for each regularly scheduled
      workday the Employee is absent), to a maximum of 501 Hours of Service,

      PROVIDED that this special crediting of Hours of Service occurs during
      only one Plan Year, and

      PROVIDED that the Plan Year in which such Hours of Service are credited is
      the Plan Year in which the absence begins, unless such crediting would
      not be necessary to avoid a Break in Service Year in said Plan Year, in
      which case such Hours of Service shall be credited as they accrue in the
      Plan Year immediately following the Plan Year in which the absence begins,
      and

      PROVIDED that the crediting of such Hours of Service shall be solely for
      the purpose of avoiding a Break in Service Year, and shall not operate to
      increase any Employee's or former Employee's vested percentage or
      retirement benefit, nor shall the crediting have any other operative
      effect regarding this Plan, and

      PROVIDED that, under rules established by the Plan Administrator, the
      Employee may be required to provide to the Plan Administrator written
      certification from the Employee's attending doctor or other professional
      attendant at birth or representative of the relevant adoption agency to
      establish that the absence from work is for the reasons referred to above.

2.16  Individual Accounts means, for any Participant, those accounts which are
----  -------------------
      both listed below and maintained pursuant to this Plan on his behalf.

      (a)  Basic Contribution Account

      (b)  Elective Contribution Account

      (c)  Rollover Contribution Account

      (d)  Prior Plan Contribution Account

      (e)  Supplemental Contribution Account

2.17  Insurance Company means a legal reserve life insurance company, licensed
----  -----------------
      to do business in the state of Oregon, with which the Trustees have
      entered into a contract to provide benefits under the Plan.

2.18  Limitation Year, for purposes of determining the limitation on certain
----  ---------------
      additions to the Plan for the benefit of an Employee as described in
      Section 5.1.1, means a twelve-consecutive-month period beginning on an
      Anniversary Date.

2.19  Normal Retirement Age and Normal Retirement Date are defined in Article
----  ---------------------     ----------------------
      VII under "Retirement".

2.20  Participant means an Employee or former Employee who has become a
----  -----------
      Participant or resumed participation pursuant to Section 3.1 or 3.6 and
      who has not subsequently ceased to participate as provided in Section 3.5.
      A Participant may be Active or Inactive as provided in Section 3.4.

                                       9
<PAGE>

2.21  Plan means this Standard Insurance Company Home Office Employees' Deferred
---   ----
      Compensation Plan.

2.22  Plan Administrator means one or more persons appointed by the Trustees to
----  ------------------
      control and manage the operation and administration of the Plan. The
      person or persons so appointed shall constitute a named fiduciary or
      fiduciaries for purposes of the Employee Retirement Income Security Act
      of 1974. If no Plan Administrator is appointed, then the Employer (or the
      Trustee(s) if the Plan is trusteed) shall be the Plan Administrator.

2.23  Plan Year means a period of time commencing on an Anniversary Date and
----  ---------
      ending with the day immediately preceding the next Anniversary Date.

2.24  Preliminary Service is defined in Article III.
----  -------------------

2.25  Qualified Matching Contributions ("QMAC") means employer contributions
----  ----------------------------------------
      (other than Elective Contributions) made to a plan for a Participant on
      account of any employee contributions or Elective Contributions made to a
      plan by or on behalf of the Participant, PROVIDED that the amounts of the
      employer contributions are subject to the nonforfeitability and
      distribution limitations of Income Tax Reg. 26 CFR 1.401(k)-1(c) & (d) the
      same as elective contributions.

      Qualified Nonelective Contributions ("QNC") means employer contributions
      ------------------------------------------
      made to a plan which are not matching contributions (i.e. not made on
      account of any employee or elective contribution) or Elective
      Contributions, but which are subject to the nonforfeitability and
      distribution limitations of Income Tax Reg. 26 CFR 1.401(k)-1(c) & (d) the
      same as elective contributions.

2.26  Required Beginning Date means the later of:
----  -----------------------

      (a)  General Rule. Required Beginning Date means, for any Participant,
           ------------
           April 1 of the calendar year following the calendar year in which the
           Participant attains age 70 1/2.

      (b)  Transition Rules: The Required Beginning Date of any Participant who
           ----------------
           attained age 70 1/2 before January 1, 1988, shall be determined
           according to (1) or (2) below:

           (1)  The Required Beginning Date of a Participant who is not a 5%
                                                                    ---
                owner is April 1 of the calendar year following the later of:

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

                (B)  the calendar year in which the Participant retires.

           (2)  The Required Beginning Date of any Participant who is a 5%
                owner during any year beginning after December 31, 1979, is
                April 1 of the calendar year following the later of:


                                      10
<PAGE>

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

                (B)  the earlier of

                     (i) the calendar year with or within which ends the Plan
                         Year in which the Participant becomes a 5% owner, or

                     (ii) the calendar year in which the Participant retires.

      (c)  The Required Beginning Date of any Participant who is not a 5% owner,
           who attained age 70 1/2 during 1988, and who did not retire as of
           January 1, 1989, is April 1, 1990.

      (d)  5% owner, for purposes of this Section, means a Participant who is a
           5% owner within the meaning of Code sec. 416(i) (except without
           regard to whether the Plan is actually top-heavy) at any time during
           the Plan Year ending with or within the calendar year in which the
           Participant attains age 66 1/2, or any subsequent Plan Year.

2.27  Retirement and Retirement Date are defined in Article VII under
----  ----------     ---------------
      "Retirement".

2.28  Service means employment of the Employee by the Employer for the
----  -------
      performance of labor or duties by the Employee on behalf of the Employer
      and for which the Employee is to be compensated by the Employer.

2.29  Total and Permanent Disability means a physical or mental condition that
----  ------------------------------
      in the opinion of the Plan Administrator precludes a person from
      employment for which he is qualified because of his experience, training,
      and education, and that is expected to continue for not less than 12
      months. The Plan Administrator's opinion regarding the degree and
      permanence of the disability shall be supported by medical evidence.

2.30  Trustees means those persons or the organization with which the Employer
----  --------
      has entered into a trust agreement to provide benefits under the Plan.

      However, at any time that the Plan is not trusteed, "Trustees" shall mean
      the Company.

2.31  Vested Benefit means, at any time, the sum of the Participant's vested
----  --------------
      Individual Account balances.

2.32  Years of Service
----  ----------------

      (a)  General Rule
           ------------

           Subject to the exclusions set forth in (b) below, a Participant's
           period of employment taken into account to determine his Years of
           Service for the purposes of this Plan shall be measured as follows.

           A Participant shall be credited with one Year of Service for each
           twelve-consecutive-month period which commenced on an Anniversary
           Date on or after the Effective Date and during which the Participant
           accrued at least 1,000 Hours of Service.


                                      11
<PAGE>

        In addition, if the Participant was an Employee on the Effective Date,
        he shall also be credited with one Year of Service for each twelve-
        consecutive-month period which commenced on an Anniversary Date prior to
        the Effective Date and during which the Participant accrued at least
        1,000 Hours of Service.

   (b)  Exclusions
        ----------

        If a Participant or former Participant accrues a Break in Service Year,
        all Years of Service attributable to his employment prior to that Break
        in Service Year shall thereafter be disregarded unless either

        (1) his Vested Percentage is greater than zero at the time the Break in
            Service Year has accrued, or

        (2) the number of his consecutive Break in Service Years is less than
            (A) or (B), whichever is greater, where

            (A)  equals 5, and

            (B)  equals the aggregate number of his Years of Service before the
                 Break in Service Years, not taking into account Years of
                 Service previously disregarded because of prior Break in
                 Service Years.

        In addition, if a Participant or former Participant has at least five
        consecutive Break in Service Years, all Years of Service attributable to
        his employment subsequent to said five consecutive Break in Service
        Years shall thereafter be disregarded for purposes of determining his
        vested interest in the amount which had been allocated to his Basic
        Contribution Account (pursuant to Section 4.1.3) prior to the period of
        such five consecutive Break in Service Years.

                                      12
<PAGE>

                                  ARTICLE III

                                 PARTICIPATION


3.1   Commencement of Participation
---   -----------------------------

      The date of commencement of participation of Employees who were
      Participants before the date as of which this restatement of the Plan
      became effective (i.e. January 1, 1994) shall be determined by the terms
      of this Plan as it was in effect before this restatement.

      An Employee who did not participate before this restatement became
      effective shall commence participation on this restatement's effective
      date if he meets the Plan's Minimum Participation Standards. If not, he
      shall commence participation on the first Entry Date thereafter on which
      he meets the Plan's Minimum Participation Standards.

      The Entry Dates shall be the first day of each month.

3.2   Minimum Participation Standards
---   -------------------------------

      An Employee meets the Plan's Minimum Participation Standards at any time
      when he satisfies the following conditions:

      (a)  He is an Eligible Employee.

      (b)  With respect to Elective Contributions, he has been an Employee for
           at least 28 consecutive days.

      (c)  With respect to Basic Matching Contributions, he is credited with at
           least one year of Preliminary Service.

3.3   Preliminary Service
---   -------------------

      An Employee shall be credited with a year of Preliminary Service for each
      complete Preliminary Computation Period in which he has not less than
      1,000 Hours of Service, whether or not he was continuously employed during
      the Preliminary Computation Period.

      Preliminary Computation Periods shall have a duration of twelve
      consecutive months. Each Employee's initial Preliminary Computation Period
      shall commence as of his Date of Employment (or, after a Break in Service
      Year that permits his prior Preliminary Service to be disregarded, his
      Date of Re-employment). Thereafter, the Preliminary Computation Periods
      shall commence as of each Anniversary Date, beginning with the first
      Anniversary Date following the Employee's Date of Employment (or Date of
      Re-employment, if applicable).

      If an Employee accrues a Break in Service Year, then his Preliminary
      Service attributable to his employment prior to that Break in Service Year
      shall thereafter be disregarded unless either

      (1)  his Vested Percentage is greater than zero at the time the Break in
           Service Year accrues, or

FIFTH AMENDMENT
Section 3.2
Effective 7/1/98                           13
<PAGE>

       (2)  the number of his consecutive Break in Service Years is less than
            (A) or (B), whichever is greater, where

            (A)  equals 5, and

            (B)  equals the aggregate number of his Years of Preliminary
                 Service before the Break in Service Years, not taking into
                 account Years of Preliminary Service previously disregarded
                 because of prior Break in Service Years.

3.4    Active Participation; Inactive Participation
---    --------------------------------------------

       Once an Employee has commenced participation (or if he subsequently
       ceased to participate, once he has resumed participation), he shall be an
       Active Participant with respect to each Hour of Service accrued while he
       is an Eligible Employee. At any time thereafter at which he is not an
       Eligible Employee, but before his participation has ceased, he shall be
       an Inactive Participant.

3.5    Cessation of Participation
---    --------------------------

       A Participant shall cease to participate in this Plan (without regard to
       his status as an Employee) as of the first date on which he has most
       recently terminated his employment as an Employee and also has no rights
       (present or contingent) to any benefit under this Plan.

3.6    Participation on Resumption of Employment
---    -----------------------------------------

       A former Employee who participated during the period of his prior
       employment and who does not have Break in Service Years which permit his
       Preliminary Service earned during his prior employment to be disregarded
       shall resume participation as of his first Hour of Service upon
       resumption of employment as an Eligible Employee.

       Any other former Employee shall commence participation as of the first
       Entry Date which occurs on or after the date of his resumption of
       employment as an Eligible Employee and as of which he has satisfied the
       Minimum Participation Standards described in Section 3.2.

Art. III                              14
<PAGE>

                                  ARTICLE IV

                                 CONTRIBUTIONS

  4.1.1  Basic Contributions: Amount
         ---------------------------

         For each Plan Year, the Employer may contribute amounts to the Plan.
         These amounts shall be called Basic Contributions, and shall be
         determined according to the following provisions.

         (a)  Basic Matching Contribution
              ---------------------------

              The Employer may contribute amounts as a match of Elective
              Contributions for the Plan Year. The amount of each matching
              contribution will equal one hundred percent (100%) of each
              Participant's Elective Contribution (if any) for the period in the
              Plan Year during which he was a Participant with respect to Basic
              Matching Contributions (i.e., he had satisfied the one year
              Preliminary Service requirement and commenced participation on the
              next Entry Date). However, in determining the amount of a matching
              contribution, no matching contribution shall be made on behalf of
              any Participant for the Plan Year in excess of three percent (3%)
              of the Participants Eligible Compensation for the Plan Year.

              For the purposes of this subsection (a), the amount of Elective
              Contributions to be matched shall be determined without regard to
              any withdrawals of Elective Contributions that were made during
              that Plan Year (see Section 4.2.5).

         (b)  Basic Top-Heavy Contribution
              ---------------------------

              If a Participant is to be credited with some additional amount
              pursuant to the "top-heavy provisions of Section 5.2 of this Plan,
              such additional amount shall be contributed and credited as an
              additional portion of the Basic Contribution for that Plan Year.

         Any of the provisions of this Section to the contrary notwithstanding,
         no amounts may be contributed to the Plan as Basic Contributions in
         excess of the maximum amount that the Employer may deduct from its net
         income subject to federal income taxation for the Employer's taxable
         year on account of which such contributions have been made plus any
         amount which may be currently contributed and "carried over" for
         succeeding taxable years pursuant to Code sec. 404(a)(3)(A)(ii)
         (assuming that the Employer is subject to federal income taxation), nor
         shall such amounts exceed the maximum amount which may be allocated
         consistently with the limitations stated in Section 5.1.1.

         Basic Contributions shall be allocated among the Plan's Participants
         pursuant to Section 4.1.3 in a uniform and nondiscriminatory manner.

  4.1.2  Basic Contribution Account
         --------------------------

         Each Participant shall have maintained on his behalf a Basic
         Contribution Account, which shall be adjusted as provided in Article VI
         and which shall be closed when the Participant is entitled to no
         further benefits under the terms of the Plan.
<PAGE>

4.1.3  Basic Contributions: Allocations
-----  --------------------------------

       (a) As of the last day of each Plan Year (but before the allocation of
           the Net Adjustment described in Section 6.2 below), a portion of the
           Basic Contribution for the Plan Year, if any, shall be allocated to
           the Basic Contribution Account of each Participant who is allocated
           an Elective Contribution for that Plan Year.

           Each such Participant shall be allocated a portion of that Basic
           Contribution according to the Basic Contribution match described in
           Section 4.1.1(a).

       (b) Also, as of the last day of each Plan Year (but before the allocation
           of the Net Adjustment described below in Article VI), each
           Participant who is entitled to be credited with an additional amount
           of Basic Contribution pursuant to Section 5.2 of this Plan shall have
           such amount credited to his Basic Contribution Account.

4.1.4  Basic Contributions: Vesting
-----  ----------------------------

       (a) At any time, each Participant's interest in his Basic Contribution
           Account balance (EXCEPT in Basic Matching Contributions that are
           forfeited because they relate to excess deferrals, excess
           contributions, or excess aggregate contributions) shall be fully
           vested in the Participant and not subject to forfeiture prior to the
           withdrawal or distribution of such balance pursuant to this Plan.

       (b) Under no circumstances shall any amendment of this Plan reduce any
           Participant's Vested Percentage regarding any benefits accrued under
           this Plan as of the adoption date (or effective date, if later) of
           such amendment. With regard to the effect of such an amendment on
           subsequently accrued benefits, for each Participant whose Vested
           Percentage under the Plan as amended would at any future time be less
           than it would be if determined without regard to such amendment, then
           provided that the Participant had completed at least three Years of
           Service as of the adoption date (or effective date, if later) of the
           amendment, such Participant may irrevocably elect in a writing
           delivered to the Plan Administrator during the election period
           described below to have his Vested Percentage in his subsequently
           accrued benefits under this Plan determined without regard to such
           amendment.

           For the purpose of this Section, the election period within which
           such election may be delivered to the Plan Administrator shall begin
           as of the adoption date of the amendment, and shall end on the
           sixtieth day after the latest of:

           (1)  the adoption date of the amendment;

           (2)  the effective date of the amendment; or

           (3)  the date on which the Participant received written notice of the
                amendment from the Employer or Plan Administrator.

Art. IV                                    16
<PAGE>

4.2.1  Elective Contributions: Amount
-----  ------------------------------

       (a) Elective Deferral
           -----------------

           Each Participant may elect to defer his receipt of Compensation that
           has not yet become available to him. For each Plan Year, the total
           amount of Compensation that may be deferred may equal not less than
           three percent (3%) and not more than the maximum amount of his
           Elective Compensation for the Plan Year permissible consistent with
           Section 5.1.1 and all other limiting provisions of this Plan, the
           Code, and all other applicable legal limits.

           (For the purposes of this Section, the Participant's "Elective
           Compensation for the Plan Year" shall include Elective Compensation
           attributable to Service performed by the Participant during the Plan
           Year and which, but for the Participant's elective deferral, would
           have been received by the Participant within two and one-half months
           after the close of the Plan Year.)

           For each Plan Year, on behalf of each Participant who has made such
           an elective deferral, the Employer shall contribute an amount to the
           Plan equal to the amount of the Participant's elective deferral of
           Compensation for the Plan Year. This contribution shall be called an
           Elective Contribution.

           Each Elective Contribution shall be paid to the Plan by the Employer
           as soon as reasonably practicable (in no event later than 90 days)
           after it is withheld by or otherwise paid to the Employer. In
           addition, each Elective Contribution shall be paid to the Plan by
           the Employer no later than the last day of the twelve-month period
           immediately following the Plan Year with respect to which the
           contribution is made.

       (b) Election
           --------

           A Participant may elect to change the amount of his elective
           deferrals, and therefore the amount of the Elective Contributions
           made on his behalf, within the limits prescribed in subsection (a)
           above. A Participant may also elect to cease his elective deferrals
           and Elective Contributions altogether, or, having done so, may elect
           to recommence them.

           A Participant's election to commence or recommence elective deferrals
           may become effective only as of the first day of any prospective
           month.

           A Participant's election to change the amount of his e1ective
           deferrals may become effective only as of the first day of any
           prospective calendar quarter, however, a Participant may elect only
           one change each quarter.

           A Participant's election to cease his elective deferrals altogether
           may become effective only as of the first day of any prospective
           payroll period.

           However, any of the provisions of this subparagraph (b) to the
           contrary notwithstanding, any election described by this subparagraph
           (b) regarding elective deferrals may become effective only after
           written notice delivered to the Plan Administrator within a
           reasonable time prior to the effective date of the election.

Art. IV                                 17
<PAGE>

(c)  Limit on Amount
     ---------------

     The total sum of any Participant's elective deferrals for any taxable year
     of the Participant may not exceed the limit prescribed by IRC Reg.
     l.402(g)-1(c). (Generally, for taxable years beginning in 1994, that limit
     equals $9,240, except for adjustments made to take into account elective
     deferrals made to annuity contracts under Code sec. 403(b)).

     For the purposes of this subsection (c), "elective deferrals" has the
     meaning defined in IRC Reg. 1.402(g)-1(b), including (but not limited to)
     Elective Contributions received by this Plan on the Participant's behalf.

     For any Participant, if this limit on elective deferrals is exceeded, then
     the following corrective measures are permitted.

     (1)  The Participant may notify the Plan Administrator of the excess
          deferral, and may request that the Plan Administrator distribute to
          the Participant an amount not exceeding the lesser of:

          (A)  the amount of the excess deferral, plus all income allocable
               to the excess deferral;

          (B)  the sum of all amounts deferred by the Participant and
               contributed to the Plan as Elective Contributions on behalf of
               the Participant with regard to the affected taxable year, net of
               any allocable earnings, gains or losses attributable to such
               amounts; or

          (C)  the balance of the Participant's Elective Contribution Account
               as of the date of distribution, minus any amounts of withholding
               that are legally required.

          In addition, the amount that may be included in a corrective
          distribution shall be reduced by any excess contributions previously
          distributed to the Participant for the Plan Year that began with or
          within the affected taxable year of the Participant.

          To be effective for the purposes of this Plan, the Participant's
          notice and request must be in writing and delivered to the Plan
          Administrator prior to the first April 15 following the close of the
          affected taxable year of the Participant.

          To the extent that the Participant has excess deferrals for the
          taxable year calculated by taking into account only elective deferrals
          under this Plan and other plans of the Employer, and absent actual
          notification by the Participant, the Participant shall be deemed to
          have provided the notice described above in this subsection.

     (2)  A corrective distribution of excess deferrals and allocable income may
          be made during the affected taxable year of the Participant only if
          all of the following conditions are satisfied.

Art. IV                                    18
<PAGE>

                    (A)  The Participant has designated the amount of the
                         distribution as being attributable to an excess
                         deferral. (Because subsection (1) above limits the
                         amount of the corrective distribution to not more than
                         the amount of excess deferrals calculated by taking
                         into account only elective deferrals under this Plan
                         and other plans of the Employer, and absent an actual
                         designation by the Participant, the Participant shall
                         be deemed to have provided the designation described
                         above in this subsection.)

                    (B)  The corrective distribution is made after the date on
                         which the Plan received the excess deferral.

                    (C)  The Plan has designated the amount of the distribution
                         as being attributable to an excess deferral.

               (3)  Not later than the first April 15 following the close of the
                    affected taxable year of the Participant, and after receipt
                    of the Participant's written notice and request, the Plan
                    Administrator may make the appropriate corrective
                    distribution, consistent with the provisions of this
                    subparagraph (c).

                    The Plan Administrator may require that before the
                    corrective distribution is made, the Participant must
                    provide to the Plan Administrator additional documentation
                    evidencing the Participant's representations regarding the
                    excess deferrals.

               The income allocable to excess deferrals for the affected taxable
               year of the Participant shall be determined according to IRC Reg.
               1.402(g)-(1)(d)(5).

               In the event of a corrective distribution of excess deferrals and
               allocable income, the balance of the Participant's Elective
               Contribution Account shall be reduced accordingly.

4.2.2     Elective Contribution Account
-----     -----------------------------

          On behalf of each Participant who has elected to defer some portion of
          his Compensation pursuant to this Article IV, there shall be
          maintained an Elective Contribution Account, which shall be adjusted
          as provided in Article VI and which shall be closed when the
          Participant is entitled to no further benefits under the terms of this
          Plan.

4.2.3     Elective Contributions: Allocations
-----     -----------------------------------

          Any Elective Contribution received by the Plan on behalf of a
          Participant shall be credited to the Elective Contribution Account of
          that Participant as of the date on which the contribution was received
          by the Plan, but in any event not later than the last day of the Plan
          Year with respect to which the Participant deferred Compensation so as
          to receive the Elective Contribution.

4.2.4     Elective Contributions: Vesting
-----     -------------------------------

          The Elective Contributions received by the Plan on behalf of any
          Participant shall be fully vested in such Participant and not subject
          to forfeiture prior to the time they are withdrawn or distributed
          pursuant to this Plan.

Art. IV                                  19
<PAGE>

4.2.5  Elective Contributions: Withdrawals
-----  -----------------------------------

       (a)  At any time before his Retirement Date, a Participant may apply to
            withdraw an amount from his Elective Contribution Account. The
            application must be in writing and received by the Plan
            Administrator. If the Participant has attained age 59 1/2 or is not
            an Employee as of the date of distribution, the Participant may
            withdraw up to the entire balance of his Elective Contribution
            Account, including interest or other earnings. Subject to the
            additional restrictions of this section, any other Participant may
            withdraw an amount that does not exceed the balance of the account
            attributable to Elective Contributions made on his behalf, excluding
            any interest or other earnings that have been allocated after the
            last day of the Plan Year ending before July 1, 1989.

            A Participant's application may be approved by the Plan
            Administrator only if spousal consent requirements of the type
            described in Section 7.5(d) have been met within 90 days before the
            proposed date of distribution, provided that the Participant's
            Vested Benefit exceeds $3,500.00 or has exceeded $3,500.00 as of
            any prior distribution from this Plan on behalf of the Participant;
            otherwise, such consent need not be obtained.

       (b)  If the Participant is an Employee on the date as of which the
            withdrawal is to be distributed, and if the Participant has not yet
            attained age 59 1/2 as of the date of distribution, the Plan
            Administrator may permit the distribution only if the distribution
            is both made on account of an immediate and heavy financial need of
            the Participant and necessary to satisfy that financial need.

            (1)  Any of the following facts and circumstances shall constitute
                 an immediate and heavy financial need of the Participant:

                 (A)  expenses for medical care (as defined in Code sec. 213(d))
                      that were either previously incurred by the Participant,
                      the Participant's spouse, or any dependents of the
                      Participant (with "dependents" being as defined by Code
                      sec. 152) or that are necessary for these persons to
                      obtain such medical care;

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

                 (C)  payment of tuition and related educational fees for the
                      next 12 months of post-secondary education for the
                      Participant, or the Participant's spouse, children, or
                      dependents (as defined in Code sec. 152);

                 (D)  payments necessary to prevent the eviction of the
                      Participant from the Participant's principal residence,
                      or foreclosure on the mortgage on that residence; or

                 (E)  expenses of repair or replacement of the Participant's
                      principal residence and its contents for damages caused by
                      natural disasters;

                 (F)  funeral expenses for members of the Participant's family,
                      or

First Amendment
Art. IV, Section 4.2.5
Effective 7/1/94                       20
<PAGE>

                 (G)  any other facts and circumstances that the Commissioner of
                      the Internal Revenue Service has included through the
                      publication of revenue rulings, notices, or other
                      documents of general applicability.

                 A financial need shall not fail to qualify as immediate and
                 heavy merely because such need was reasonably foreseeable or
                 voluntarily incurred by the Participant.

            (2)  In requesting a withdrawal due to financial need, the
                 Participant shall specifically identify the facts and
                 circumstances which have caused the financial need and shall
                 state the amount needed to satisfy the need, which may include
                 amounts necessary to pay any income taxes or penalties
                 reasonably anticipated to result from the distribution. The
                 Participant shall further state that, to the extent of the
                 amount requested, the financial need cannot otherwise be
                 satisfied by:

                 (A)  reimbursement or compensation by insurance or otherwise;

                 (B)  reasonable liquidation of the Participant's assets, but
                      only to the extent that such liquidation would not in
                      itself cause an immediate and heavy financial need;

                 (C)  cessation of elective deferrals or any Participant
                      contributions permitted by the Plan;

                 (D)  other distributions or nontaxable (at the time of the
                      loan) loans from this Plan or any other plan maintained by
                      the Employer or any other employer; and/or

                 (E)  borrowing from commercial sources on reasonable commercial
                      terms.

                 For the purposes of this subsection, the Participant's
                 resources shall be deemed to include those assets of the
                 Participant's spouse and minor children to the extent that such
                 assets are reasonably available to the Participant.

            (3)  Before the withdrawal may be permitted, the Plan Administrator
                 shall receive from the Participant any documentation that the
                 Plan Administrator requires in the performance of his fiduciary
                 duty to substantiate that the withdrawal is necessary to
                 satisfy the financial need identified by the Participant. Under
                 no circumstances shall the Plan Administrator distribute more
                 than the Plan Administrator reasonably believes is necessary to
                 satisfy the financial need identified by the Participant.

       (c)  The Plan Administrator shall approve or deny the Participant's
            application for such a withdrawal within a reasonable amount of time
            after receipt of such application. If approved, payment shall be
            made by the Plan Administrator as soon as administratively
            practicable, but in any event within ninety (90) days after the Plan
            Administrator's receipt of the Participant's application.


First Amendment
Art. IV, Section 4.2.5
Effective 7/1/94                       21
<PAGE>

            The Plan Administrator shall also issue any denial of such an
            application as soon as administratively practicable. Such a denial
            shall be delivered in writing and shall state specifically the
            reasons for such denial.

       (d)  The Plan Administrator may limit the frequency of withdrawals. Such
            limit shall apply uniformly to all Participants.

       (e)  The amount of any withdrawal from an Elective Contribution Account
            pursuant to this Section shall be charged against that Account as of
            the date that the withdrawal is distributed from the Plan.

            A withdrawal shall be taken pro rata from the Participant's balances
            in the Plan's investment options (described in Section 6.1.2) as of
            the date of withdrawal.

4.3.1  Supplemental Contributions: Amount
-----  ----------------------------------

       For any Plan Year in which the Plan Administrator determines that the
       average of the actual deferral ratios and/or the actual contribution
       ratios of Participants who are HCE's exceeds the limit determined
       pursuant to Section 5.3(b) or 5.4(b), as applicable, the Employer may
       make Supplemental Contributions that meet the requirements for Qualified
       Nonelective Contributions or Qualified Matching Contributions described
       in Article II. Supplemental Contributions shall be made solely for the
       purpose of complying with the limitations of the applicable Section,
       and shall not exceed the amount necessary to satisfy the test described
       therein, subject to the limits of Section 5.1.

4.3.2  Supplemental Contribution Accounts
-----  ----------------------------------

       A Supplemental Contribution Account shall be maintained on behalf of
       each Participant who will be allocated a portion of the Supplemental
       Contribution. The account shall be adjusted as provided in Article VI and
       shall be closed when the Participant is entitled to no further benefits
       under the terms of the Plan.

4.3.3  Supplemental Contributions: Allocations
-----  ---------------------------------------

       As of the last day of the Plan Year, a portion of the Supplemental
       Contribution for the Plan Year, if any, shall be allocated to the
       Supplemental Contribution Account of each Participant who is not an HCE
       and who is allocated an Elective Contribution for that Plan Year.

       Each such Participant shall be allocated a portion of that Supplemental
       Contribution so that such portion, when compared with the entire amount
       of Supplemental Contribution that is allocated to all such Participants
       for the Plan Year, shall bear the same direct proportion that the
       Participant's Basic Matching Contribution for that Plan Year bears to the
       sum of all such Participants' Basic Matching Contributions for the Plan
       Year.

4.3.4  Supplemental Contributions: Vesting
-----  -----------------------------------

       At any time, a Participant's interest in his Supplemental Contribution
       Account shall be fully vested and not subject to forfeiture prior to the
       withdrawal or distribution of such balance pursuant to this Plan.

Art. IV                                22

<PAGE>

4.4.1  Rollover Contribution: Amount
-----  -----------------------------

       The Plan Administrator may accept Rollover Contributions from or on
       behalf of a Participant, and also from or on behalf of any Eligible
       Employee who is not a Participant solely because he has not yet accrued
       the required amount of Preliminary Service (pursuant to Sections 3.2 and
       3.3). An Employee who makes such an early Rollover Contribution shall be
       treated as a Participant for all purposes, except that he shall not
       receive an allocation or share of any Employer contribution, including
       Elective Contributions, until he satisfies the requirements of Article
       III.

       As used herein, Rollover Contribution means all or a portion of an
       "eligible rollover distribution" described in Code sec. 402(c), or an
       amount paid or distributed out of an individual retirement account or
       individual retirement annuity described in Code sec. 408(d)(3)(A)(ii).

       The Plan Administrator may require such assurance and proofs of fact from
       the Participant as may be necessary to determine whether an amount the
       Participant desires to contribute is a Rollover Contribution as defined
       herein. He may further require the Participant to agree to indemnify the
       Plan for any adverse consequences which may follow if a contribution
       proves not to have been a Rollover Contribution. An Employee on whose
       behalf a transfer described in this Section is made shall agree to
       cooperate fully with the Plan Administrator in effecting any and all
       corrective measures which may be required by an agency of the federal
       government to prevent the Plan's disqualification as a result of the
       transfer.

4.4.2  Rollover Contribution Account
-----  -----------------------------

       For the benefit of any Participant on whose behalf the Plan has accepted
       any Rollover Contribution, there shall be maintained a Rollover Account.
       Rollover Accounts shall be adjusted as provided in Article VI, and shall
       be closed when the balances of such accounts, including allocable
       earnings, gains and losses, have been distributed pursuant to this Plan.

4.4.3  Rollover Contributions: Allocation
-----  ----------------------------------

       Any Rollover Contribution received by the Plan pursuant to this Article
       IV shall be credited as it is received to the Rollover Account(s) of the
       Participant on whose behalf it was received.

4.4.4  Rollover Contributions: Vesting
-----  -------------------------------

       The Rollover Contributions received by the Plan on behalf of any
       Participant shall be fully vested in such Participant and not subject to
       forfeiture prior to the time they are distributed pursuant to this Plan.

4.5.1  Prior Plan Contributions Account
-----  --------------------------------

       On behalf of any Participant for whom amounts are held under this Plan
       which are attributable to Employer Match, Basic, Supplementary or Special
       Contributions made to and defined under this Plan as it existed prior to
       the effective date of the 1984 restatement, there shall be maintained a
       Prior Plan Contribution Account, into which all such amounts shall be
       credited. Within this account, all amounts

Art. IV                                 23
<PAGE>

      attributable to pre-tax contributions and all earnings on both pre-tax and
      after-tax contributions shall be held and accounted separate from any
      after-tax contributions that are held.

      Prior Plan Contribution Accounts shall be adjusted as provided in
      Article VI, and shall be closed when the balances of such accounts,
      including allocable earnings, gains and losses, have been distributed
      pursuant to this Plan.

4.5.2 Prior Plan Contributions: Vesting
----- ---------------------------------

      At any time, the balance of any Participant's Prior Plan Contribution
      Account shall be fully vested in such Participant and not subject to
      forfeiture prior to the time they are distributed pursuant to this Plan.

4.5.3 Prior Plan Contributions: Withdrawals
----- -------------------------------------

      (a)  Subject to the provisions of this Section, a Participant may withdraw
           some or all of the amounts credited to his Prior Plan Contribution
           Account. A Participant may elect to withdraw such amounts only (1)
           while still employed as an Employee, (2) upon termination of his
           employment, or (3) after attaining Retirement Age, by filing a
           written election to do so with the Plan Administrator in the time,
           form and manner which the Plan Administrator will have prescribed.

      (b)  Withdrawals pursuant to this Section shall be subject to the
           following restrictions:

           (1)  a Participant may make no more than one withdrawal per Plan
                Year; and

           (2)  a withdrawal must equal at least $100, but may not exceed the
                amount credited to the Prior Plan Contribution Account.

      (c)  In no event shall a Participant satisfy the requisite demonstration
           of "financial need," defined in Section 4.2.5(b) required for in-
           service withdrawals of Elective Contributions, prior to withdrawing
           all amounts attributable to the Participant's Prior Plan Contribution
           Account.

Art. IV                               24
<PAGE>

                                   ARTICLE V

                      REQUIRED NON-DISCRIMINATION TESTING

5.1.1  Limitation on Additions
-----  -----------------------

      (a)  The Annual Additions to this Plan for the benefit of a Participant in
           a Limitation Year are the sum of:

           (1)  Allocations to his Elective Contribution Account for the
                Limitation Year, directly or indirectly, of the Elective
                Contributions to the Plan; and

           (2)  Allocations to his Basic Contribution Account for the
                Limitation Year, directly or indirectly, of the Basic
                Contributions to the Plan; and

           (3)  Allocations to his Supplemental Contribution Account for the
                Limitation Year, directly or indirectly, of any Supplemental
                Contributions to the Plan; and

           (4)  Allocations to any individual medical account maintained on
                behalf of the Participant by the Employer pursuant to a pension
                or annuity plan, as described in Sections 415(l)(1) and
                419A(d)(2) of the Code.

           Contributions shall not fail to be Annual Additions to this Plan
           merely because such contributions are excess contributions or excess
           aggregate contributions, or merely because such excess contributions
           or excess aggregate contributions are distributed. Excess deferrals
           are Annual Additions only if they are not distributed as provided in
           Article IV.

      (b)  A Participant's Maximum Annual Addition for a Limitation Year is
           the lesser of:

           (1)  25% of the Participant's compensation for the Limitation Year;
                or

           (2)  the greater of:

                (A)  $30,000; or

                (B)  25% of the defined benefit dollar limitation set forth in
                     Section 4l5(b)(1)(A) of the Code as in effect for the
                     Limitation Year or such other amount as the Secretary of
                     the Treasury or his delegate may from time to time
                     authorize pursuant to Section 415(d) of the Code.

      (c)  Any provisions of this Plan to the contrary notwithstanding, the
           Annual Additions to this Plan for the benefit of a Participant in a
           Limitation Year shall in no event exceed the Participant's Maximum
           Annual Addition for that Limitation Year.

Art. V                                25
<PAGE>

        If allocations pursuant to Article IV would otherwise result in the
        limitation in the preceding sentence being exceeded for a Participant
        in a Limitation Year because of the allocation of Forfeitures, if any,
        or because of a reasonable error in estimating a Participant's annual
        compensation, or because of a reasonable error in determining the amount
        of elective deferrals (within the meaning of Code sec. 402(g)(3), or
        because of any other facts and circumstances which the Internal Revenue
        Service finds to be appropriate consistent with sec. 415 of the Code and
        regulations promulgated thereunder, the Plan Administrator shall reduce
        that Participant's Annual Additions, but only to the extent that the sum
        of such Additions no longer exceeds his Maximum Annual Additions.

        This reduction of the Participant's Annual Additions shall be
        accomplished by reducing the allocation (if any) to the Participant's
        Individual Accounts of each of the allocated amounts described below
        according to the order in which they are listed. Each such amount shall
        be completely exhausted before the next listed allocation is reduced.

        The allocations to be reduced (and the order in which they shall be
        reduced) shall be as follows:

        (1)   Elective Contributions and related Basic Matching Contributions

        (2)  Supplemental Contributions

        The amount by which an Elective Contribution is reduced shall be
        distributed to the Participant on whose behalf it was received as soon
        as administratively practicable, and shall include any earnings and
        gains that have been allocated and which are attributable to that
        returned amount.

        The remaining surplus amounts created by the reductions described above
        shall be reallocated to a Suspense Account established and administered
        pursuant to Section 5.1.2.

   (d)  For purposes of this Section, "compensation" means a Participant's
        wages, salaries, fees for professional service and other amounts
        received for personal services actually rendered in the course of
        employment with the Employer, but does not include:

        (1)   contributions made by the Employer on behalf of the Participant:

              (A)  for medical benefits within the meaning of Code
                   section 419A(f)(2) after the Participant's most recent
                   termination of employment as an Employee or for medica1
                   benefits as described by Code section 416(1)(1), where such
                   contributions are treated as Annual Additions;

              (B)  to a plan of deferred compensation to the extent that, before
                   the application of Code section 415 to that plan, the
                   contributions are not includible in the gross income of the
                   Participant for the taxable year in which contributed; or

Art. V                                26
<PAGE>

               (C)  to a simplified employee pension (according to Code
                    section 408(k)) to the extent that such contributions are
                    deductible by the Participant pursuant to Code section
                    219(b)(7);

          (2)  distributions from a plan of deferred compensation except for
               amounts received by the Participant pursuant to an unfunded
               non-qualified plan of deferred compensation in the year such
               amounts are includible in the Participant's gross income;

          (3)  amounts realized from the exercise of a non-qualified stock
               option, or when restricted stock (or property) held by the
               Participant either becomes freely transferable or is no longer
               subject to a substantial risk of forfeiture for purposes of
               sec. 83 of the Code and regulations thereunder;

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

          (5)  other amounts which receive special tax benefits, such as
               premiums for group term life insurance (but only to the extent
               that the premiums are not includible in the gross income of the
               Participant), or contributions made by an employer (whether or
               not under a salary reduction agreement) towards the purchase of
               an annuity contract described in sec. 403(b) of the Code (whether
               or not the contributions are excludible from the gross income of
               the Participant); or

          (6)  elective deferrals (as defined by Code sec. 402(g)(3)) made by
               the Participant and amounts accrued by the Participant but which
               are not then included as taxable income of the Participant
               pursuant to a "cafeteria" or other such plan maintained by the
               Employer according to Code sec. 125.

          For the purposes of this Section, the total amount of compensation
          that is actually paid or made available to a Participant within a
          Limitation Year shall be the amount of that Participant's compensation
          taken into account regarding that Limitation Year.

     (e)  Additional Limitation in the Case of Defined Benefit Plan and Defined
          ---------------------------------------------------------------------
          Contribution Plan for Same Employee
          -----------------------------------

          (1)  When used in this Section, the term "current accrued benefit"
               means a Participant's accrued benefit as of December 31, 1982,
               when expressed as an annual benefit (as defined in sec.
               4l5(b)(2) of the Code and regulations thereunder). For purposes
               of determining the amount of a Participant's current accrued
               benefit, the following shall not be taken into account:

               (A)  any change in the terms and conditions of the Plan after
                    July 1, 1982;

Art. V                                27
<PAGE>

                    (B)  any cost of living adjustment occurring after July 1,
                         1982.

                    Effective for Plan Years beginning after December 31, 1982,
                    in any case where a Participant has at any time participated
                    in a defined benefit plan maintained by the Employer, the
                    limitation imposed by this Section (without regard to this
                    Additional Limitation) shall be reduced to the extent
                    necessary to prevent the Participant's Combination Ratio
                    from exceeding 1.0 in any Limitation Year. A Participant's
                    Combination Ratio is the sum of his Defined Benefit Fraction
                    and his Defined Contribution Fraction.

          (2)       A Participant's Defined Benefit Fraction for a Limitation
                    Year is a fraction-
                    (A)  the numerator of which is his projected annual benefit
                         (as defined in sec. 415(e) of the Code and regulations
                         thereunder) to which the Participant would be entitled
                         under the defined benefit plan as of the close of the
                         Limitation Year; and

                    (B)  the denominator of which is the lesser of:

                         (i)  the product of 1.25 (or, if the Plan is top-heavy
                              as determined under the provisions of Section
                              5.2, 1.0) multiplied by the greater of (I) and
                              (II) where

                              (I)  is the dollar limitation in effect under sec.
                                   415(b)(1)(A) of the Code for such Limitation
                                   Year, and

                              (II) is, in the case of a Participant who was a
                                   Participant prior to January 1, 1983, such
                                   Participant's current accrued benefit as of
                                   December 31, 1982; or

                         (ii) the product of 1.4 multiplied by the amount which
                              may be taken into account under sec. 415(b)(1)(B)
                              of the Code with respect to such Participant for
                              such Limitation Year.

          (3)  A Participant's Defined Contribution Fraction for a Limitation
               Year is a fraction -

               (A)  the numerator of which is the sum of the Annual Additions
                    (as defined in this Section) to the Participant's account
                    for the Participant's benefit as of the close of the
                    Limitation Year and for all prior Limitation Years; and

               (B)  the denominator of which is the sum of the lesser of the
                    following amounts determined for such Limitation Year and
                    for each prior Limitation Year of service with the
                    Employer:

                         (i)  the product of 1.25 (or, if the Plan is top-heavy
                              as determined under the provisions of Section 5.2,
                              1.0) multiplied by the dollar limitation in effect
                              under sec. 415(c)(1)(A) of the Code for such
                              Limitation Year (determined without regard to sec.
                              415(c)(6) of the Code), or

Art. V                                28
<PAGE>

                         (ii) the product of 1.4 multiplied by the amount which
                              may be taken into account under sec. 415(c)(1)(B)
                              of the Code (or subsection (c)(7) or (8), if
                              applicable) with respect to such Participant for
                              such Limitation Year.

                    Provided that the Plan satisfied the applicable requirements
                    of Code sec. 415 as then in effect for the Limitation Year
                    (if any) which began in 1986, an amount shall be subtracted
                    from the numerator of the Defined Contribution Fraction (not
                    exceeding such numerator) so that the sum of the Defined
                    Benefit Fraction and the Defined Contribution Fraction for
                    such Limitation Year, determined according to Code sec. 415
                    as amended effective in 1987, does not exceed 1.0.

                    (C)  The Plan Administrator may elect that the maximum
                         annual additions in the denominator of the Defined
                         Contribution Fraction for all Limitation Years ending
                         before January 1, 1983, shall be an amount equal to the
                         product of:

                         (i)    the amount determined under sec. 415(e)(3)(B) of
                                the Code for the Limitation Year ending in 1982,
                                and

                         (ii)   the transition fraction, the numerator of which
                                is the lesser of

                                (I)   $51,875 or

                                (II)  1.4 multiplied by 25 percent of such
                                      Participant's compensation for the Plan
                                      Year ending in 1981

                                and the denominator of which is the lesser of

                                (III) $41,500 or

                                (IV)  25 percent of such Participant's
                                      compensation for the Plan Year ending in
                                      1981.

               (4)  For purposes of this Additional Limitation, Employee
                    contributions to any defined benefit plan maintained by the
                    Employer, whether mandatory or voluntary, shall be treated
                    as a separate defined contribution plan maintained by the
                    Employer.

               (5)  If an additional limitation is applicable, it shall be
                    imposed in the defined benefit plan before any reduction in
                    the annual additions under this Plan.


               (f)  Aggregation of Plans
                    --------------------

                    For purposes of this Section, all qualified defined
                    contribution plans (without regard to whether a plan has
                    been terminated) ever maintained by the Employer will be
                    treated as part of this Plan, and all qualified defined
                    benefit plans (without regard to whether a plan has been
                    terminated) ever maintained by the Employer will be treated
                    as one defined benefit plan.

                                      29
<PAGE>

          Employee contributions (whether mandatory or voluntary) to a qualified
          defined benefit plan maintained by the Employer shall be treated as a
          defined contribution plan maintained by the Employer.

          Any qualified defined benefit or defined contribution plan maintained
          by any member of a controlled group of corporations or group of trades
          or businesses (whether or not incorporated) under common control
          (within the meaning of sec. 414(b) and (c) of the Code as modified by
          sec. 415(h)) of which the Employer is a member shall be treated as a
          plan maintained by the Employer.

5.1.2  Suspense Account
-----  ----------------

       For any Plan Year, after application of Section 5.1.1, if there remain
       amounts which have been contributed to the Plan but which cannot
       otherwise be permissibly reallocated according to the terms of this Plan,
       then such excess amounts shall be held unallocated in a Suspense
       Account.

       Any provisions of this Plan to the contrary notwithstanding, any amounts
       held in a Suspense Account shall be applied toward Employer contributions
       and Plan expenses as such obligations accrue, with the Employer making no
       further contributions to the Plan until such time as the Suspense Account
       balance has been exhausted.

       Any Suspense Account balance which is maintained at any time shall not
       share in any portion of the Net Adjustment described in Section 6.2 which
       is attributable to earnings, gains, or losses. No amounts held in a
       Suspense Account may be distributed to any Participant at any time prior
       to termination of the Plan. If there are amounts held in a Suspense
       Account at a time when the Plan is terminated, such amounts may revert to
       the Employer according to Section 8.1.3.

5.2.1  Top-Heavy Provisions: Application
-----  ---------------------------------

       The provisions of this Article shall become effective only if, as of the
       first day of the applicable Plan Year, the Plan is top-heavy pursuant to
       the Test described in Section 5.2.2.

5.2.2  Top-Heavy Determination
-----  -----------------------

       (a)  Definitions

            (1)  Aggregation Group.
                 -----------------

                 (A)  Required Aggregation Group means
                      --------------------------

                      (i)  each and every plan of the Employer in which a Key
                           Employee is a Participant during the Plan Year
                           containing the Determination Date or any of the four
                           preceding Plan Years, including any plan that has
                           subsequently terminated, and

                                      30
<PAGE>

                   (ii) each other plan of the Employer which enables any plan
                        described in subsection (i) above to meet the
                        participation and nondiscrimination requirements of the
                        Code, including (but not limited to) the requirements of
                        Code sections 401(a)(4) and 410.

              (B)  Permissive Aggregation Group means a Required Aggregation
                   ----------------------------
                   Group or a plan described in subsection (A)(i) above
                   together with any other plan of the Employer which is not
                   required to be included in an Aggregation Group under
                   subsection (A)(ii) above but which may be so included if such
                   group would continue to meet the participation and
                   nondiscrimination requirements of the Internal Revenue Code.

              (C)  Top-Heavy Group means any Required Aggregation Group found
                   ---------------
                   to be top-heavy pursuant to subsection (b) of this Section
                   5.2.2.

        (2)   Determination Date means the last day of the preceding Plan Year.
              ------------------

        (3)   Key Employee and non-Key Employee are defined in Section 416(i)
              ---------------------------------
              of the Code. For the purposes of determining who is a Key
              Employee, "Compensation" shall be determined according to Code
              sec. 415(c)(3), but including amounts contributed by the Employer
              pursuant to a salary reduction agreement and which are excludable
              from the Employee's gross income under Code sec. 125, 402(e)(3),
              402(h), or 403(b). Key Employee is also described in Article II,
              under the definition of "Employee".

        (4)   Present Value of Accrued Benefits means, for this Plan, the sum of
              ---------------------------------

              (A)  the account balances attributable to Basic and Elective
                   Contributions and Supplemental Contributions as of the most
                   recent Valuation Date occurring within a twelve-month period
                   ending on the Determination Date, and

              (B)  an adjustment for contributions due as of the Determination
                   Date.

              If this Plan is a member of an Aggregation Group, Present Value of
              Accrued Benefits shall mean the sum of the account balances of all
              Employer and non-deductible Employee Contribution Accounts
              maintained for the Participant pursuant to all defined
              contribution plans that belong to the group and of which he is a
              member and also the sum of the present values of the vested
              accrued benefits due the Participant pursuant to all defined
              benefit plans that belong to the group and of which the
              Participant is a member.

        (5)   Valuation Date means the last date in each Plan Year on which
              --------------
              interest is allocated and account balances are determined.

                                      31
<PAGE>

(b)     Top-Heavy Test

        The Plan (or Aggregation Group) shall be top-heavy for each Plan Year
        beginning after 1983 if, as of the Determination Date, the Plan's (or
        Aggregation Group's) top-heavy ratio for the Plan Year exceeds sixty
        percent (60%). The top-heavy ratio is the Present Value of Accrued
        Benefits of all Key Employees over the Present Value of Accrued
        Benefits of all Employees, excluding former Key Employees. Calculation
        of the top-heavy ratio shall be made in accordance with sec. 416 of the
        Code (with specific reference to Code sec. 416(g)(3)) and the
        regulations promulgated thereunder and shall take into account the
        following amounts:

         (i)  Present Value of Accrued Benefits as described in subsection
              (a)(4) above; and

        (ii)  The amount of all distributions to Participants or their
              Beneficiaries during the Plan Year that includes the Determination
              Date and also during the four preceding Plan Years pursuant to
              this Plan or pursuant to a terminated plan which if it had not
              been terminated would have been required to be included in an
              Aggregation Group, EXCEPT

              (A)  any rollover to this Plan initiated by the Employee; and

              (B)  any transfer to this Plan from a qualified plan maintained by
                   an unrelated employer; and

              (C)  any distribution which occurred after the Valuation Date but
                   prior to the Determination Date to the extent that such a
                   distribution has been included in the calculation of the
                   Present Value of Accrued Benefits.

        However, calculation of the top-heavy ratio for any Plan Year shall not
        take into account the Present Value of Accrued Benefits or the amount of
        all distributions made to any individual who has not performed services
        for the Employer at any time during the 5-year period ending on such
        Plan Year's Determination Date.

        For an Aggregation Group, each plan shall initially be tested
        separately, and then the plans shall be aggregated by adding together
        the results for each plan as of the Determination Dates that fall within
        the same calendar year. If the Aggregation Group includes two or more
        defined benefit plans, the same actuarial assumptions will be specified
        within and used by such plans for the purposes of this Section 5.2.
        Also, in such defined benefit plans proportional subsidies shall be
        ignored and non-proportional subsidies considered for the purposes of
        this Section 5.2.2(b).

        For a Required Aggregation Group, each Plan shall be tested by
        determining the Present Value of Accrued Benefits for non-Key Employees
        (1) pursuant to the method, if any, that uniformly applies for accrual
        purposes under all plans maintained by the affiliated Employers; or (2)
        if there is no such method, as if such Accrued Benefits accrued not more
        rapidly than the slowest accrual rate permitted under the fractional
        accrual rates of Section 411(b)(1)(C) of the Code.

                                      32
<PAGE>

5.2.3   Special Rules for Top-Heavy Plans
-----   ---------------------------------

        (a)    Application of Special Rules

               (1)  If, after application of the top-heavy test described in
                    Section 5.2.2(b), this Plan is found not to be top-heavy,
                    then the special rules set forth below shall not apply to
                    this Plan. In that event, the other applicable provisions in
                    this Plan will govern.

               (2)  If, after application of the top-heavy test in Section
                    5.2.2(b), this Plan is found to be top-heavy, then the
                    following special rules shall govern.

        (b)    Minimum Contribution

               (1)  For each Plan Year in which the Plan is top-heavy, each non-
                    Key Employee who is a Participant and who has not separated
                    from Service at the end of the Plan Year, including any
                    Participant who failed to complete 1,000 Hours of Service,
                    and any who did not make an Elective Contribute pursuant to
                    Section 4.2.1, shall accrue not less than the minimum
                    contribution described below.

               (2)  The sum of the Employer's contributions and any forfeitures
                    allocated to the Individual Accounts of each such
                    Participant for each Plan Year in which the Plan is top-
                    heavy must equal not less than

                    (A)  at least three percent (3%) of each such Participant's
                         Compensation for that Plan Year; or

                    (B)  if the highest percentage of Compensation provided on
                         behalf of Key Employees who are Participants for that
                         Plan Year is less than three percent (3%), then not
                         less than the same percent of such Compensation for
                         that Plan Year for each non-Key Employee Participant as
                         the largest percentage of such Compensation provided on
                         behalf of Key Employee Participants for that Plan Year.

               (3)  Any provisions of subsection (2) above to the contrary
                    notwithstanding, for each Plan Year in which the Employer
                    maintains both a defined plan and a defined contribution
                    plan and both plans are top-heavy, each non-Key Employee who
                    is a Participant in both such Plans shall be credited with
                    not less than a portion of the sum of the Employer's
                    contributions and forfeitures made under the terms of this
                    Plan for that Plan Year equal to five percent (5%) of his
                    Compensation.

               In determining the minimum contribution or benefit that is
               required for non-Key Employees by this Section, Election
               Contributions and matching contributions, if any, that are
               allocated to Key Employees shall be taken into account. However,
               to the extent that matching contributions made on behalf of non-
               Key Employees are taken into account in meeting the Actual
               Deferral Percentage Test and/or the Actual Contribution
               Percentage Test

                                      33
<PAGE>

          described in Article V, such contributions may not additionally be
          credited as part of any minimum contribution or benefit required by
          this Section. For Plan Years beginning after 1988, Elective
          Contributions made on behalf of non-Key Employees may not be credited
          as part of any minimum contribution or benefit required by this
          Section.

          If the Employer is required to contribute an additional amount to the
          Plan on behalf of a Participant as a result of the operation of this
          Article, that amount shall be credited to a Basic Contribution Account
          established and maintained on his behalf.

5.3  Actual Deferral Percentage Test
---  -------------------------------

     (a)  For each Plan Year, the Plan Administrator shall perform (or have
          performed) an Actual Deferral Percentage Test in order to ensure that
          the Plan's cash or deferred arrangement satisfies the requirements of
          Code sec. 401(k)(3) and does not impermissibly discriminate in favor
          of Participants who are Highly Compensated Employees ("HCE's").

          The Actual Deferral Percentage ("ADP") Test shall cormpare the ADP of
          those Participants who are HCE's with the ADP of those Participants
          who are not HCE's.

          For any group of Participants, the group's ADP equals the average
          (expressed as a percentage) of the actual deferral ratios of that
          group's Participants, with each Participant's actual deferral ratio
          calculated separately.

          For any Plan Year, a Participant's actual deferral ratio consists of
          the amount of the Participant's Elective Contribution for the Plan
          Year (subject to the limitations of the following paragraph) plus, at
          the discretion of the Plan Administrator, the amount of any Qualified
          Matching Contributions ("QMAC's") and Qualified Nonelective
          Contributions ("QNC's") that are treated as Elective Contributions and
          included in the ADP testing by the Plan Administrator, with such sum
          expressed as a percentage of his Compensation. For this purpose, in
          any Plan Year, the Plan Administrator may elect to limit the
          Compensation taken into account for every Participant to Compensation
          received while participating in the Plan.

          However, the Plan Administrator's discretion in choosing to include
          any QMAC's or QNC's is limited to the extent that such inclusion
          satisfies the conditions and requirements set forth in 26 CFR 1.40
          1(k)-1(b)(5).

          In determining a Participant's actual deferral ratio, the
          Participant's Elective Contributions may be taken into account only to
          the extent that they satisfy the following conditions.

          (1)  The Elective Contribution must be allocated to an account
               maintained on behalf of the Participant as of a day within the
               plan year being considered. For the purpose of this provision, an
               Elective Contribution shall be considered allocated as of a date
               within a plan year only if both:

                                      34
<PAGE>

               (A)  the allocation is not contingent upon the Participant's
                    participation in a plan or performance of service on any
                    date subsequent to the date of allocation; and

               (B)  the amount of the Elective Contribution is actually paid to
                    the plan pursuant to which the Elective Contribution is
                    made no later than the end of the twelve-consecutive-month
                    period immediately following the plan year to which the
                    contribution relates.

          (2)  The Elective Contribution relates to Compensation that either:

               (A)  would have been received by the Participant in the plan year
                    but for the Participant's election to defer that
                    Compensation, or

               (B)  is attributable to service performed by the Participant in
                    the plan year and, but for the Participant's election to
                    defer, would have been received by the Participant within
                    two and one-half months after the close of the plan year.

          In addition, if with reference to a Plan Year the Participant was an
          HCE and also participated in more than one cash or deferred
          arrangement sponsored by the Employer, then all such cash or deferred
          arrangements shall be aggregated and treated as one arrangement for
          the purposes of determining the Participant's actual deferral ratio
          for that Plan Year. If these arrangements have different plan years,
          then for the Plan Years beginning after December 31, 1988, these
          arrangements' plan years that end with or within the same calendar
          year shall be aggregated and treated for ADP purposes as a single
          arrangement and single plan year. However, the preceding provisions to
          the contrary notwithstanding, contributions and allocations under
          plans described by Code sec. 4975(e)(7) (i.e. "ESOP's") shall not be
          aggregated.

     (b)  For each Plan Year beginning after 1986, the ADP for the group of
          Eligible Participants who are HCE's for that Plan Year shall not
          exceed the greater of (1) or (2), where

          (1)  equals 125% of the ADP for the group of Eligible Participants who
               are non-HCE's for that Plan Year; and

          (2)  equals the lesser of (A) and (B), where

               (A)  equals 200% of the ADP for the group of Eligible
                    Participants who are non-HCE's for that Plan Year; and

               (B)  equals the ADP for the group of Eligible Participants who
                    are non-HCE's for that Plan Year, plus 2 percentage points
                    (or such other amount as may be prescribed by the Secretary
                    of the Treasury).

                                      35
<PAGE>

          For the purposes of this subsection, "Eligible Participants" means
          those Participants who during the Plan Year were eligible to have
          elected to defer some portion of their Compensation for that Plan Year
          so as to receive an Elective Contribution, regardless of whether such
          an election was actually made.

     (c)  If for a Plan Year the ADP limits of subsection (b) above are
          exceeded, the amount of excess contributions to be attributed to each
          HCE shall be determined by the following leveling method.

          The Plan Administrator shall reduce the amount of Elective
          Contributions that are allocated pursuant to the Plan for that Plan
          Year on behalf of the HCE with the highest actual deferral ratio. This
          reduction shall be made only to the extent required to (1) enable the
          Plan to meet the ADP limits, or (2) cause the HCE's actual deferral
          ratio to equal the actual deferral ratio of the HCE with the next
          highest actual deferral ratio, whichever occurs first.

          This process shall be repeated by the Plan Administrator until the ADP
          test limits of subsection (b) above have been met.

          For each Plan Year, the amount of excess contributions, if any, for
          each HCE shall equal the sum of the HCE's Elective Contributions, plus
          any Qualified Nonelective Contributions and Qualified Matching
          Contributions that are treated as Elective Contributions (determined
          prior to the application of this subsection) in determining the HCE's
          actual deferral ratio, minus the product of the HCE's actual deferral
          ratio (determined after application of this subsection) multiplied by
          the HCE's Compensation.

     (d)  After the close of the Plan Year to which the excess contributions
          are attributable, but within twelve months after such Plan Year's
          close, the Plan Administrator shall designate as such and distribute
          to each HCE the amount (if any) of excess contributions (plus any
          allocable income attributable to such contributions) that were made on
          that HCE's behalf, minus the sum of any excess deferrals previously
          distributed to the HCE for the HCE's taxable year ending with or
          within that Plan Year.

          The income allocable to a Participant's excess contributions (the
          "excess income") for the Plan Year shall be determined separately
          from the excess income for the period between the end of the Plan Year
          and the date as of which the corrective distribution is made (the "gap
          period").

          The excess income for the Plan Year shall be determined by multiplying
          the income for the Plan Year allocable to the Participant's Elective
          Contributions (and amounts treated as Elective Contributions) by a
          fraction. The numerator of the fraction is the amount of excess
          contributions made on behalf of the Participant for the Plan Year. The
          denominator is the Participant's Individual Account balance
          attributable to Elective Contributions (and amounts treated as
          Elective Contributions) as of the end of the Plan Year, with such
          balance reduced by the gain allocable to such total balance for the
          Plan Year and increased by the loss allocable to such total balance
          for the Plan Year.

                                      36
<PAGE>

          The excess income for the gap period may be calculated by utilizing
          either a fractional method or a safe-harbor method, with the choice of
          method being made by the Plan Administrator in his or her sole
          discretion.

          Under the fractional method, the income for the gap period that is
          allocable to the Participant's Elective Contributions is multiplied by
          the same fraction that is used to determine the excess income for the
          Plan Year.

          Under the safe-harbor method, the excess income for the gap period
          shall equal the product of:

          (1)  10% of the Participant's excess income for the Plan Year,
               multiplied by

          (2)  the number of the calendar months that have elapsed since the end
               of the Plan Year. (In determining the number of months that have
               elapsed, a distribution that occurs on or before the fifteenth
               day of the month shall be deemed to have been made as of the last
               day of the preceding month, and a distribution occurring after
               such fifteenth day shall be deemed to have occurred as of the
               first day of the next subsequent month.)

     (e)  Any of the provisions of this Section to the contrary notwithstanding,
          in determining the actual deferral ratio of a Participant who is an
          HCE, the family aggregation rules described in paragraph (4) of the
          definition in Article II of Highly Compensated Employee shall apply,
          and the actual deferral ratio of any such family aggregate shall equal
          the actual deferral ratio determined by combining the contributions
          received by the Plan on behalf of and Compensation paid to all
          eligible family members.

          After the actual deferral ratio of such a family aggregate has been
          determined, the amount of excess contributions (if any) that were
          allocated on behalf of the family aggregate shall be determined and
          corrected according to the "leveling" method described in subsection
          (c) above. The resulting excess contributions shall be reallocated
          among those family members whose contributions were combined to
          determine the actual deferral ratio of the family aggregate, with each
          such member being allocated an amount of excess contribution in
          proportion to the contributions of each such member that have been
          combined.

     (f)  For the purposes of satisfying the limits specified in this Section
          and in Code sections 401(a)(4), 410(b), and 401(k), two or more cash
          or deferred arrangements may be aggregated, provided that such
          aggregation is consistent with the provisions of IRC Regs. 1.401(k)-
          1(b)(3) and 1.401(k)-1(g)(1)(ii); for example, for Plan Years
          beginning after 1989, cash or deferred arrangements may be aggregated
          pursuant to this subsection only if the respective plans of which they
          are part have the same plan years. All elective contributions that are
          made under any plan that are aggregated with this Plan for the
          purposes of Code sec. 401(a)(4) or sec. 410(b) (other than sec.
          410(b)(2)(A)(ii) are to be treated as if they were made under a single
          plan. In addition, if any plans are permissively aggregated with this
          Plan for the purposes of Code sec. 401(k), the aggregated plans must
          also satisfy Code secs. 401(a)(4) and 410(b) as though they were a
          single plan.

                                      37
<PAGE>

5.4  Average Contribution Percentage Test
---  ------------------------------------

     (a)  For each Plan Year, the Plan Administrator shall perform (or have
          performed) an Average Contribution Percentage Test in order to ensure
          that the Plan's receipt and allocation of matching contributions
          and/or employee contributions, if any, satisfy the requirements of
          Code sec. 401(m) and do not impermissibly discriminate in favor of
          Participants who are Highly Compensated Employees ("HCE's").

          The Average Contribution Percentage ("ACP") Test shall compare the ACP
          of those Participants who are HCE's with the ACP of those Participants
          who are not HCE's.

          For any group of Participants, the group's ACP equals the average
          (expressed as a percentage) of the actual contribution ratios of that
          group's Participants, with each Participant's actual contribution
          ratio calculated separately.

          For any Plan Year, a Participant's actual contribution ratio consists
          of the sum of the following contributions (if any) which have been
          received by the Plan on the Participant's behalf for that Plan Year:

          (1)  "matching" employer contributions (within the meaning of Code
               sec. 401(m)(4)(A));

          (2)  employee contributions; and

          (3)  Any Elective Contributions and Qualified Nonelective
               Contributions ("QNC's") that the Plan Administrator, in the
               exercise of his sole discretion, chooses to take into account for
               the purposes of ACP testing (except that the Plan Administrator's
               discretion in choosing to include any Elective Contributions and
               QNC's is limited to the extent that such inclusion satisfies the
               conditions and requirements set forth in 26 CFR 1.401(m)-
               1(b)(5));

          with such sum expressed as a percentage of the Participant's
          Compensation. For this purpose, in any Plan Year, the Plan
          Administrator may elect to limit the Compensation taken into account
          for every Participant to Compensation received while participating in
          the Plan.

          In determining a Participant's actual contribution ratio, matching
          contributions made on behalf of the Participant may be taken into
          account only to the extent that they satisfy the following conditions.

          (1)  The matching contribution must be allocated to an account
               maintained on behalf of the Participant as of a day within the
               plan year being considered.

          (2)  The amount of the matching contribution is actually paid to the
               plan pursuant to which the matching contribution is made no later
               than the end of the twelve-consecutive-month period immediately
               following the plan year to which the contribution relates.

                                      38
<PAGE>

     (3)  The matching contribution is made on behalf of the Participant on
          account of the Participant's elective contributions or employee
          contributions (if any) for the plan year to which the matching
          contribution relates. Matching contributions that are forfeited
          because they relate to excess deferrals, excess contributions or
          excess aggregate contributions shall not be taken into account.

(b)  For each Plan Year beginning after 1986, the ACP for the group of Eligible
     Participants who are HCE's for that Plan Year shall not exceed the greater
     of (1) or (2), where

     (1)  equals 125% of the ACP for the group of Eligible Participants who are
          non-HCE's for that Plan Year; and

     (2)  equals the lesser of (A) and (B), where

          (A)  equals 200% of the ACP for the group of Eligible Participants who
               are non-HCE's for that Plan Year; and

          (B)  equals the ACP for the group of Eligible Participants who are
               non-HCE's for that Plan Year, plus 2 percentage points (or such
               other amount as may be prescribed by the Secretary of the
               Treasury).

     For the purposes of this subsection, "Eligible Particpants" means those
     Participants who are directly or indirectly eligible to make an employee
     contribution or to receive an allocation of matching contributions
     (including matching contributions derived from Forfeitures, if any) under
     the terms of this Plan for the Plan Year being reviewed.

     If a Participant has "excess deferrals" according to Section 4.2.1(c) or
     "excess contributions" for the Plan Year according to Section 5.3, then
     such excess deferrals and/or excess contributions shall be calculated and
     distributed prior to determining the Participant's excess aggregate
     contributions for the Plan Year.

(c)  If for a Plan Year the ACP limits of subsection (b) above are exceeded, the
     amount of excess aggregate contributions to be attributed to each HCE
     shall be determined by the following leveling method.

     The Plan Administrator shall reduce the employee contributions and, if
     necessary, the matching contributions that had been allocated pursuant to
     the Plan Year for that Plan Year on behalf of the HCE with the highest
     actual contribution ratio. This reduction shall be made only to the extent
     required to (1) enable the Plan to meet the ACP limits, or (2) cause the
     HCE's actual contribution ratio to equal the next highest actual
     contribution ratio, whichever occurs first.

     This process shall be repeated by the Plan Administrator until the ACP
     test limits of subsection (b) above have been met.

                                      39
<PAGE>

     For each Plan Year, the amount of excess aggregate contributions, if any,
     for each HCE shall equal the sum of the HCE's employee contributions and
     matching contributions, if any, plus any Qualified Nonelective
     Contributions and Elective Contributions that are treated as matching
     contributions (determined prior to the application of this subsection) in
     determining the HCE's actual contribution ratio, minus the product of the
     HCE's actual contribution ratio (determined after application of this
     subsection) multiplied by the HCE's Compensation.

     For the Plan Years beginning after 1988, determinations of actual
     contribution ratios shall be rounded to the nearest one-hundredth of one
     percent of the Participant's Compensation.

(d)  After the close of the Plan Year to which the excess aggregate
     contributions are attributable, but within twelve months after such Plan
     Year's close, the Plan Administrator shall designate the amount (if any) of
     the excess aggregate contributions (plus any allocable income attributable
     to such contributions) that are attributable to amounts received and
     accumulated under the Plan on each HCE's behalf.

     Such excess aggregate contributions shall be forfeited, if forfeitable. As
     of the last day of the Plan Year, these forfeited amounts shall be
     reallocated only to Participants who are NHCE's for the Plan Year. This
     allocation shall be made on a pro rata basis, with each such Participant
     being allocated a portion of the total forfeited amounts so that such
     portion, when compared to the total of the forfeited amounts, shall bear
     the same direct proportion that the amount of Basic Matching Contribution
     being allocated to the Participant pursuant to Section 4.1.1, subsection
     (a), bears to the entire amount of Basic Matching Contribution that is
     allocated to all such NHCE Participants pursuant to Section 4.1.1(a).

     If not forfeitable, the amount of the excess aggregate contribution shall
     be distributed to the HCE on whose behalf the excess aggregate contribution
     was received. If such excess aggregate contributions are distributed more
     than 2 1/2 months after the last day of the Plan Year in which such excess
     amounts arose, a 10% excise tax will be imposed on the Employer with
     respect to these amounts.

     The income allocable to a Participant's excess aggregate contributions (the
     "excess income") for the Plan Year shall be determined separately from the
     excess income for the period between the end of the Plan Year and the date
     as of which the corrective distribution is made (the "gap period").

     The excess income for the Plan Year shall be determined by multiplying the
     income for the Plan Year allocable to the Participant's employee and
     matching contributions (and amounts treated as matching contributions), if
     any, by a fraction. The numerator of the fraction is the amount of excess
     contributions made on behalf of the Participant for the Plan Year. The
     denominator is the sum of the Participant's Individual Accounts' balances
     attributable to employee and matching contributions (plus balances
     attributable to amounts treated as matching contributions), if any, as of
     the end of the Plan Year, with such sum reduced by the gain and increased
     by the loss allocable to the total sum of such balances for the Plan Year.

                                      40
<PAGE>

        A Participant's excess income for the gap period may be calculated by
        utilizing either a fractional method or safe-harbor method, with the
        choice of method being made by the Plan Administrator in his or her sole
        discretion.

        Under the fractional method, the income for the gap period that is
        allocable to the Participant's employee and matching contributions (and
        amounts treated as matching contributions), if any, is multiplied by the
        same fraction that is used to determine the excess income for the Plan
        Year.

        Under the safe-harbor method, the excess income for the gap period shall
        equal the product of:

        (1)   10% of the Participant's excess income for the Plan Year,
              multiplied by

        (2)   the number of calendar months that have elapsed since the end of
              the Plan Year. (In determining the number of months that have
              elapsed, a distribution that occurs on or before the fifteenth day
              of the month shall be deemed to have been made as of the last day
              of the preceding month, and a distribution occurring after such
              fifteenth day shall be deemed to have occurred as of the first
              day of the next subsequent month.)

   (e)  Any of the provisions of this Section to the contrary notwithstanding,
        in determining the actual contribution ratio of a Participant who is an
        HCE, the family aggregation rules described in paragraph (4) of the
        definition in Article II of Highly Compensated Employee shall apply, and
        the actual contribution ratio of any such family aggregate shall equal
        the actual contribution ratio determined by combining the contributions
        received by the Plan on behalf of and Compensation paid to all eligible
        family members.

        After the actual contribution ratio of such a family aggregate has been
        determined, the amount of excess aggregate contributions (if any) that
        were allocated on behalf of the family aggregate shall be determined and
        corrected according to the "leveling" method described in subsection (c)
        above. The resulting excess aggregate contributions shall be
        reallocated among those family members whose contributions were combined
        to determine the actual contribution ratio of the family aggregate, with
        each such member being allocated an amount of excess aggregate
        contribution in proportion to the contributions of each such member that
        have been combined.

   (f)  Any provisions of this Section to the contrary notwithstanding, for the
        purposes of determining whether this Plan satisfies the ACP test, all
        employee and matching contributions that are made under any plans that
        are aggregated with this Plan for the purposes of Code sec. 401(a)(4)
        and/or 410(b) (other than Code sec. 4l0(b)(2)(A)(ii)) shall be
        aggregated and treated as if made under a single plan. In addition, if
        any plans are permissively aggregated with this Plan for the purposes
        of ACP testing, then the aggregated plans must also satisfy Code secs.
        401(a)(4) and 410(b) as though they were a single plan.

Art. V                                41
<PAGE>

          Also, if a Participant who is a Highly Compensated Employee also
          participates in other retirement plans sponsored by the Employer to
          which employer matching contributions (as defined in Code section
          401(m)(4)(A)) or employee contributions are made, then all such
          contributions made on the Participant's behalf shall be aggregated for
          the purposes of this Section.

          However, for Plan Years beginning after 1989, plans may be aggregated
          pursuant to this subsection (f) only if they have the same plan year.

5.5  Multiple Use of Alternative Limitation
---  --------------------------------------

     (a)  Any provisions of this Plan to the contrary notwithstanding, if for
          any Plan Year a multiple use of the alternative limitation occurs with
          respect to two or more cash or deferred arrangements ("CODA's") and/or
          plans maintained by the Employer, such multiple use shall be corrected
          by reducing the actual deferral percentage ("ADP") or actual
          contribution percentage ("ACP") of HCE's who are eligible to
          participate in such CODA's and/or plans.

     (b)  Multiple use of the alternative limitation occurs if the following
          conditions are met:

          (1)   one or more HCE's are eligible to defer compensation pursuant to
                a CODA subject to Code sec. 401(k) and sponsored by the
                Employer, and also are allocated contributions pursuant to a
                plan subject to Code sec. 401(m) and sponsored by the Employer;
                and

          (2)   the ADP for the group of HCE's eligible to defer compensation
                pursuant to the CODA exceeds 125% of the ADP for the group of
                non-HCE's and the ACP for the group of HCE's allocated
                contributions pursuant to the Plan subject to Code sec. 401(m)
                exceeds 125% of the ACP for the group of non-HCE's; and

          (3)   the sum of the ADP for the group of HCE's eligible to defer
                compensation pursuant to the CODA and the ACP for the group of
                HCE's allocated contributions pursuant to the Plan subject to
                Code sec. 401(m) exceeds the "Aggregate Limit".

                The "Aggregate Limit" is the greater of (A) and (B), where:

                (A)   equals the sum of:

                      (I)  125% of the greater of the ADP or the ACP for the
                           group of non-HCE's, and

                      (II) 2 plus the lesser of the ADP or the ACP for the group
                           of non-HCE's, but not more than 200% of the lesser of
                           the ADP or the ACP for the group of non-HCE's; and

                (B)   equals the sum of:

                      (I)  125% of the lesser of the ADP or the ACP for the
                           group of non-HCE's, and

Art. V                                42
<PAGE>

               (II) 2 plus the greater of the ADP or the ACP for the group of
                    non-HCE's, but no more than 200% of the greater of the ADP
                    or the ACP for the group of non-HCE's.

(c)  So that there is no multiple use of the alternative limitation, all HCE's
     who were eligible to have deferred compensation under the CODA and who were
     also allocated contributions under an Employer-sponsored plan subject to
     Code sec. 401(m) testing shall have their ADP reduced in the manner
     described in 26 CFR 1.401(k)-1(f)(2).

                                      43
<PAGE>

                                  ARTICLE VI

                         ADMINISTRATION OF PLAN ASSETS

6.1.1  The Investment Fund
-----  -------------------

       All funds received by the Plan pursuant to Article IV, including amounts
       deposited with the Insurance Company under an annuity or insurance
       contract, shall be credited to an Investment Fund. The Investment Fund
       shall be of a suitable nature to hold the funds and to provide the
       benefits payable under this Plan.

       The Plan Administrator shall create and maintain adequate records to
       disclose the interest in the Investment Fund of each Participant or,
       where appropriate, his Beneficiary. Such records shall be in the form of
       Individual Accounts, and credits and charges shall be made to such
       accounts in the manner herein described. These amounts shall be
       maintained for accounting purposes only and shall not represent any
       segregated or identifiable portion of the Investment Fund.

       All deposits to the Investment Fund shall be applied for the exclusive
       benefit of Participants and their Beneficiaries, except for such
       reasonable expenses as may be incurred in the establishment or operation
       of the Plan and which are not otherwise paid. Except as provided in
       Sections 8.1.3 and 8.5, no amounts in the Investment Fund, nor any
       earnings attributable thereto, may ever revert to the Employer prior to
       full satisfaction of all liabilities under the Plan.

6.1.2  Employee Directed Investments
-----  -----------------------------

       Beginning April 1, 1994, each Participant may direct the allocation of
       amounts held in the Investment Fund on his behalf, including amounts in
       the Prior Plan Account, among a variety of investment options made
       available and selected by the Trustees pursuant to the contract with the
       Insurance Company.

       To the extent that the Participant does not direct the investment of such
       amounts received on his behalf, the remainder will automatically be
       allocated to and invested in one of the funds or accounts available under
       the Insurance Company contract and pursuant to the Trustees' direction.

       Each Participant may elect to redirect the investment of amounts held in
       the Investment Fund on his behalf, provided that in any calendar quarter
       a Participant may transfer out of the Portfolio Fund no more than
       $5,000.00 or 5% of his balance in such account, whichever is greater.
       This limitation is waived for any directive effective April 1, 1994. The
       limitation on a transfer out of the Portfolio Fund on April 1, 1994,
       shall be $5,000 or 50% of his balance in such account, whichever is
       greater. Furthermore, an exception will be made for any Participant who
       elects to transfer his entire balance out of such an account. In that
       event, the transfer can be made over a five-year period in quarterly
       increments. The amount of each quarterly increment shall be determined by
       multiplying the Participant's then-current account balance by a fraction,
       the numerator of which is one, and the denominator of which is the number
       of quarterly incremental payments remaining to be made within the five-
       year period.



First Amendment
Art. IV, Section 6.1.2
Effective 4/1/94                      44
<PAGE>

      Any of the above-specified directives to allocate, re-allocate, transfer
      or remove funds from or among the various investment options shall be
      effective for the purposes of this Plan only prospectively as of the first
      day of the calendar quarter (i.e. January 1, April 1, July 1, or October
      1) on which the Employee is a Participant and which is the first calendar
      quarter beginning not sooner than 15 days following the receipt by the
      Insurance Company of such directive in writing.

6.2   Net Adjustments
---   ---------------

      The Net Adjustment of amounts directed by Participants under Section 6.1.2
      shall be determined and applied separately to the Participant-directed
      amounts in each investment fund or account. Amounts that are not directed
      by Participants shall share in the Net Adjustment attributable to the
      investment of all such amounts.

      Earnings, gains and losses, and any expenses accrued to the Investment
      Fund shall be allocated to the Individual Accounts in the following
      manner:

      (1)  The Plan Administrator shall periodically determine the Net
           Adjustment for each calendar quarter. The Net Adjustment shall be the
           sum of any earnings and gains experienced by the Investment Fund
           during the calendar quarter, less any losses experienced by the
           Investment Fund during that quarter, and less expenses for that
           quarter (if any) to be allocated pursuant to Section 6.4. The fair
           market value of the Plan's assets as of the last day of the calendar
           quarter shall be used in determining such earnings, gains and losses.

      (2)  The Plan Administrator shall allocate the Net Adjustment for each
           calendar quarter as of the last day of that quarter, but only to
           those Individual Accounts remaining at the end of that quarter.
           Individual Accounts that are closed on a date other than the last day
           of a calendar quarter shall not be allocated a portion of the Net
           Adjustment for that calendar quarter.

      (3)  The Net Adjustment shall be allocated according to each Individual
           Account's balance at the beginning of the calendar quarter, adjusted
           in a uniform and consistent manner for any contributions and
           distributions made during that quarter.

      (4)  An Individual Account's allocation of the Plan's Net Adjustment shall
           be made in the same proportion that such Individual Account's balance
           bears to the sum of such balances of all Individual Accounts.

6.3   Distribution Adjustments
---   ------------------------

      The amount of any distribution from an account maintained on behalf of a
      Participant pursuant to the terms of this Plan shall be debited from that
      account as of the date such distribution is made.

6.4   Expenses
---   --------

      For any Plan Year, the Employer may pay the expenses of operating and
      maintaining the Plan. Such payment shall be in addition to and independent
      of any contributions to the Plan or assets held by the Plan.

Art. VI                               45
<PAGE>

   Absent prompt and timely payment by the Employer, the expenses of operating
   and maintaining the Plan for the Plan Year shall first be paid by application
   (and commensurate reduction) of the balance of any Suspense Account that may
   be maintained under the terms of this Plan, and then shall become part of the
   Net Adjustment allocated pursuant to Section 6.2 EXCEPT that any expenses
   attributable to a Participant's re-allocating, transferring, or removing
   amounts to, from, or among the Employee Directed Investment options described
   in and pursuant to Section 6.1.2 shall be accounted as a loss to be allocated
   solely as part of the next subsequent Net Adjustment of that Participant's
   Individual Accounts. However, with respect to expenses attributable to
   directives effective on April 1, 1994, no such expenses will be charged to
   the Participant's Individual Accounts.

Art. VI                               46
<PAGE>

                                  ARTICLE VII

                                 DISTRIBUTIONS

7.1  Termination of Employment (Including Disability) Before Retirement
---  ------------------------------------------------------------------

     (a)   If a Participant's employment as an Employee is terminated due to his
           Total and Permanent Disability, or due to any other reason except his
           death or Retirement, he may elect to receive his entire Vested
           Benefit. To be effective for the purposes of this Plan, such an
           election must be delivered in writing to the Plan Administrator not
           more than 90 days before the Annuity Starting Date that he has
           selected. In the election the Participant shall specify a form in
           which the Vested Benefit is to be distributed from among the forms
           described in Section 7.4, and also an Annuity Starting Date (see
           Section 2.2), provided that no distribution under this Section shall
           be made or commence before the Participant's date of termination as
           an Employee, nor later than the date which would be the
           Participant's Normal Retirement Date had he not terminated such
           employment until then.

           If the Participant is married at the time of his election, his
           election shall have no effect for the purposes of this Plan unless
           the requirements of Section 7.5(d) regarding waiver of the Qualified
           Joint and Survivor Annuity are met within 90 days before the Annuity
           Starting Date.

     (b)   In any event, the Plan Administrator (or Trustee, as applicable)
           shall distribute to the Participant his entire Vested Benefit in a
           lump sum as soon as administratively practicable after the time of
           his termination, provided that as of the Annuity Starting Date the
           Participant's Vested Benefit has not ever exceeded $3,500 as of the
           date of any prior distribution to the Participant. If the
           Participant's entire Vested Benefit equals zero as of the date his
           Service terminates, then the Participant shall be deemed to have
           received a distribution of his entire Vested Benefit as of that date
           of termination.

     (c)   Any distribution that is made to a Participant pursuant to this
           Section shall be in lieu of any and all other benefits, present or
           contingent, to which the Participant may be entitled under the terms
           of this Plan.

7.2  Death Benefits
---  --------------

     (a)   If a Participant who is credited with a Vested Benefit dies prior to
           the Annuity Starting Date of his Vested Benefit, then the Plan shall
           distribute a death benefit on his behalf.

           The amount of the death benefit shall be the actuarial equivalent of
           his Vested Benefit (after having taken into account any security
           interest in his Vested Benefit that the Plan has as a result of any
           currently outstanding loan to the Participant).

     (b)   Unless the Participant elects otherwise as provided in subsection (e)
           below, if the Participant has a "surviving spouse" (as such term is
           defined in this Section below) as of his date of death, the death
           benefit shall be payable to such surviving spouse. If the
           Participant has no surviving spouse, the death benefit will be paid
           to the Participant's designated Beneficiary.

Art. VII                              47
<PAGE>

        If the Participant's Vested Benefit has always had a lump sum value of
        $3,500 or less as of the death benefit's Annuity Starting Date, then
        that benefit shall be distributed in the form of a lump sum, and the
        Annuity Starting Date of that benefit shall be as soon as
        administratively practicable (in any event, within one year) following
        the Participant's date of death.

        If the Participant's death benefit has ever had a lump sum value in
        excess of $3,500 as of that benefit's Annuity Starting Date, and if the
        Participant has a surviving spouse as of his date of death, unless the
        Participant elects otherwise as provided in subsection (e) below, the
        form in which that benefit will be automatically distributable to the
        surviving spouse (or to a non-spouse Beneficiary elected pursuant to
        subsection (e)) shall be a "qualified preretirement survivor annuity",
        providing equal monthly payments to the surviving spouse (or non-spouse
        Beneficiary, as applicable) for the duration of his or her life, with no
        payments after his or her death.

   (c)  The Annuity Starting Date of the qualified preretirement survivor
        annuity shall be within a reasonable time (not exceeding 90 days)
        following the Plan Administrator's receipt from the surviving spouse (or
        non-spouse Beneficiary, as applicable) of a writing requesting the
        commencement of that annuity. Absent such a request, the Annuity
        Starting Date shall be not earlier than the date on which the
        Participant would have attained Normal Retirement Age (or age 62, if
        later).

   (d)  "Surviving spouse" means a spouse to whom the Participant was married
        throughout the one-year period ending on the earlier of:

        (1)   the date the Participant's death benefit payments commence under
              the terms of this Plan PROVIDED that if the Participant was
              married within one year of the date his benefit payments began and
              he and his spouse from such marriage were married for at least a
              one-year period ending on the date of the Participant's death,
              such Participant and such spouse shall be treated as having been
              married throughout the one-year period ending on the date the
              Participant's benefit payments began, or

        (2)   the date of the Participant's death.

   (e)  (1)   Subject to paragraph (2) below, at any time during the "election
              period" a Participant may elect to waive the qualified
              preretirement survivor annuity benefit form so that the benefit
              will be payable, if at all, in an alternate form permissible under
              this Plan, and may also elect a specifically designated non-spouse
              Beneficiary to replace his surviving spouse as the contingent
              annuitant. He may also at any time revoke such election and make
              another election. Any such election or revocation shall be in
              writing and shall be effective upon receipt by the Plan
              Administrator.

        (2)   An election by a Participant pursuant to paragraph (1) shall not
              take effect unless:

Art. VII                              48
<PAGE>

              (A)  the Participant's spouse, in a writing received by the Plan
                   Administrator and witnessed by the Plan Administrator or a
                   notary public, acknowledges the effect of and consents to the
                   Participant's election; or

              (B)  it is established to the Plan Administrator's satisfaction
                   that the spousal consent described in (A) above cannot be
                   obtained because there is no spouse, because the spouse
                   cannot be located, or because of other circumstances which
                   render obtaining such spousal consent impossible.

        (3)   For purposes of this subsection, the "election period' shall be:

              (A)  for a Participant who has not separated from Service, the
                   period commencing on his Date of Employment or Re-employment
                   and ending on the last day of the Plan Year preceding the
                   Plan Year in which he attains age 35. Thereafter, a
                   Participant must make a new election within the period
                   beginning on the later of the first day of the Plan Year in
                   which he attains age 35 or his Date of Employment or Re-
                   employment and ending on the day of his death; or

              (B)  for a Participant who is separated from Service with the
                   Employer, the period beginning on the date such Participant
                   separates from service with the Employer and ending on the
                   date of his death. In the case of such Participant, such
                   election shall pertain only to his account balances earned
                   prior to the date of such separation.

        (4)   A written explanation with respect to the qualified preretirement
              survivor annuity shall be provided to each Participant within a
              reasonable period following his commencement of participation
              and, if later, once within the period commencing with the first
              day of the Plan Year in which he attains age 32 and ending with
              the last day of the Plan Year preceding the Plan Year in which he
              attains age 35, unless he terminates his employment as an
              Employee prior to his attainment of age 35, in which case
              such written explanation shall be provided at the time of his
              termination or within a reasonable period thereafter. The written
              explanation shall be provided in such terms and in such manner as
              would be comparable to the explanation provided for meeting the
              requirements of Section 7.5 regarding the Qualified Joint and
              Survivor Annuity.

              For the purposes of applying the preceding paragraph, a
              reasonable period ending after the enumerated events is the end of
              the two-year period beginning one year prior to the date the
              applicable event occurs, and ending one year after that date.
              In  the case of a Participant who separates from Service before
              the Plan Year in which he attains age 35, notice shall be provided
              within the two-year period beginning one year prior to separation
              and ending one year after separation. If such a Participant
              thereafter returns to employment with the Employer, the applicable
              period for such Participant shall be redetermined.

                                   49
Art. VII
<PAGE>

   (f)  Except as provided above regarding the qualified preretirement survivor
        annuity, the Participant's death benefit shall be distributed to the
        surviving spouse or other designated Beneficiary in the form of a lump
        sum, and the Annuity Starting Date of that benefit shall be as soon as
        administratively practicable (in any event, within one year) following
        the Participant's date of death. However, the person to whom that
        benefit is to be distributed, whether surviving spouse or other
        designated Beneficiary, may elect to have the death benefit distributed
        in any other form of benefit described in Section 7.4 and not precluded
        thereby. To be effective for the purposes of this Plan, such an election
        must be in writing, and must be received by the Plan Administrator
        prior to the death benefit's Annuity Starting Date. Given such an
        election, the Annuity Starting Date for the death benefit would then
        occur within 90 days after receipt of that election.

        In any event, any death benefit payable pursuant to this Section shall
        commence or be distributed not later than the time period described in
        (1) or (2) below, as appropriate:

        (1)   if payable to a surviving spouse (or child of the Participant, as
              provided below), not later than December 31 of the calendar year
              in which the Participant would have attained 70 1/2; or

        (2)   if payable to any other Beneficiary, not later than the first
              anniversary of the Participant's death;

        PROVIDED that, if said spouse or Beneficiary cannot be located within
        the applicable time period specified above, the Plan Administrator may
        delay commencement or distribution of payments for a period ending not
        later than the first day of the first month beginning after the sixtieth
        day following the date on which such spouse or Beneficiary has been
        identified and located by the Plan Administrator and the Plan
        Administrator has received any necessary documentation of death.

        A death benefit payable to any surviving child of the Participant shall
        be treated as if payable to the surviving spouse for purposes of (1)
        above in this subsection PROVIDED that such benefit will become
        payable to the surviving spouse as of the date such child reaches age 21
        or as of such other time as prescribed by the Secretary of the Treasury
        under regulations.

        If a surviving spouse is eligible to receive death benefits under this
        Plan, and if that surviving spouse dies prior to the Annuity Starting
        Date of those death benefits, then the death benefits to which the
        deceased spouse had been entitled shall be payable on his or her behalf
        within such a time-frame as would be appropriate if the deceased spouse
        had been the Participant, with the date of death of the surviving spouse
        being substituted for the Participant's. However, the exceptions
        provided in Code sec. 401(a)(9)(B)(iv) shall not be available regarding
        any surviving spouse of the Participant's surviving spouse.

Art. VII                           50
<PAGE>

      (g)  If a Participant dies after his Vested Benefit has been distributed
           in the form of a lump sum, there shall be no benefit payable from the
           Plan as a result of his death. If his Vested Benefit has been
           distributed in the form of an annuity, any benefit payable as a
           result of his death shall be determined solely under the terms of the
           annuity that was distributed, provided that the remaining portion of
           such benefit, if any, shall be distributed to the beneficiary at
           least as rapidly as provided in the terms of said annuity but in any
           event consistent with Code sec. 401(a)(9)(B).

           If a Participant dies while receiving the Payments from Account
           described in Section 7.4 before his entire Vested Benefit has been
           distributed, his surviving spouse, if any, may elect in writing to
           the Plan Administrator to receive the previously undistributed
           portion of such Vested Benefit in the form of a lump sum; in any
           event, the remaining portion of such benefit, if any, shall be
           distributed at least as rapidly as under the terms of said Payments
           from Account in effect for the Participant at death.

7.3  Retirement
     ----------

     A Participant, regardless of his status as an Employee, shall have attained
     Retirement Age when he:

      (a)  has attained at least age 60, which shall be his Early Retirement
           Age; or

      (b)  has attained age 65, which shall be his Normal Retirement Age.

      A Participant who has attained Retirement Age may retire by designating in
      writing to the Plan Administrator a Retirement Date, which shall be his
      Retirement benefit's Annuity Starting Date, and which may be the first
      day of any month after he has attained Normal Retirement Age or the first
      day of any month after he has both attained Early Retirement Age and
      terminated Service, but not later than the latest date permitted by the
      provisions of Section 7.5 regarding Commencement of Payments. This latter
      date shall be the Retirement Date of any Participant who has not, prior
      thereto, designated a Retirement Date.

      If the date on which the Participant attains Normal Retirement Age is the
      first day of a month, that date shall be his Normal Retirement Date.
      Otherwise, the Participant's Normal Retirement Date shall be the first day
      of the first month following his attainment of Normal Retirement Age.

      Upon Retirement, a Participant shall commence to receive his Vested
      Benefit as provided in Section 7.5.

7.4  Form of Retirement Benefit
     --------------------------

      (a)  Unless an optional form of benefit has been selected pursuant to
           subsection (b) below, the Retirement benefit payable to a Participant
           at the time of his Retirement shall be the actuarial value of his
           Vested Benefit distributed in the form of a Qualified Joint and
           Survivor Annuity.

           (1)  For a Participant who has no spouse as of his Retirement, his
                Qualified Joint and Survivor Annuity is an annuity providing
                monthly income payable for his life only, with no payments after
                his death.

Art. VII                           51
<PAGE>

        (2)   For a Participant who has a spouse as of his Retirement, his
              Qualified Joint and Survivor Annuity is an annuity which provides
              monthly income payable for his life, and thereafter for the life
              of his spouse, with payments to the spouse equal to one-half of
              the payments to the Participant.

   (b)  Subject to the provisions of Section 7.5, a Participant may elect to
        waive receipt of the actuarial value of his Vested Benefit in the form
        of a Qualified Joint and Survivor Annuity, and instead to receive such
        value in one of the following forms.

        (1)   Joint and Contingent Survivor Annuity - monthly income payable for
              the life of the Participant, and thereafter for the life of his
              spouse, if the Participant is married on the Annuity Starting Date
              designated in the election, otherwise for the life of his
              Beneficiary. Payments to the spouse or beneficiary may be the same
              amount as or two-thirds of the payment paid to the Participant,
              as specified in the election.

        (2)   Straight Life Annuity - monthly income payable for the life of
              the Participant only, with no payments after his death.

        (3)   Certain and Life Annuity - monthly income payable for the life of
              the Participant with the provision that if the Participant dies
              after his Retirement Date, or if a Beneficiary dies after
              commencement of payments, but before the end of a certain period
              of 60, 120 or 180 months, as elected, payments will commence or be
              continued for the remainder of the certain period to the
              Participant's Beneficiary (or, if the annuity is distributed
              pursuant to Section 7.2, to a beneficiary designated by the
              Participant's Beneficiary) PROVIDED, however, that the certain
              period elected shall not extend beyond (1) the life expectancy of
              the Participant, (2) the life expectancies of the Participant and
              his designated Beneficiary, (3) if payable pursuant to Section
              7.2, the life expectancy of the designated Beneficiary or (4) 60
              months, if by operation of Section 8.6 the Participant's
              Beneficiary is his estate.

        (4)   Annuity for a Period Certain - monthly income payable for a
              certain period elected by the Participant of not more than 240
              months, with the provision that if the Participant dies after his
              Retirement Date, or if a Beneficiary dies after commencement of
              payments, but before the end of the certain period, payments will
              commence or be continued for the remainder of the certain period
              to the Participant's Beneficiary (or, if the annuity is
              distributed pursuant to Section 7.2, to a beneficiary designated
              by the Participant's Beneficiary) PROVIDED, however, that the
              certain period elected shall not extend beyond (1) the life
              expectancy of the Participant, (2) the life expectancies of the
              Participant and his designated Beneficiary, (3) if payable
              pursuant to Section 7.2, the life expectancy of the designated
              Beneficiary, or (4) 60 months, if by operation of Section 8.6 the
              Participant's Beneficiary is his estate.

        (5)   Lump Sum - a single payment in an amount equal to the
              Participant's Vested Benefit.

Art. VII                           52
<PAGE>

        (6)   Partial Distributions - payments in an amount specified by the
              Participant. The Participant may request a partial distribution at
              any time following his attainment of Retirement Age. However, no
              more than four (4) distributions shall be made to the Participant
              during any Plan Year, and the amount of each distribution may not
              be less than five hundred dollars ($500.00).

           However, no optional form may be elected under which the amount of
           monthly benefit payable to the Participant would not exceed 50% of
           the amount he would receive in the form of a Straight Life Annuity
           unless such optional form is a Lump Sum or a Joint and Survivor
           Annuity with the Participant's spouse as contingent annuitant.

      (c)  Subject to the provisions of Section 7.5, and solely for the
           purposes of distributing to a Participant his Vested Benefit where
           such distribution has not occurred prior to his Required Beginning
           Date (see Section 7.5(e)(2) below), the Participant may elect to
           receive the distribution to commence as of his Required Beginning
           Date in the form of Payments from Account, rather than in one of the
           forms of retirement benefit payment already provided by this Article
           VII.

           Payments from Account shall mean periodic payments in an amount
           specified by the Participant or his Beneficiary continuing until such
           time as the Participant's Vested Benefit (adjusted for subsequent Net
           Adjustments) is exhausted, PROVIDED however that the period over
           which said payments are to be made shall not extend beyond (1) the
           life expectancy of the Participant, (2) the life expectancies of the
           Participant and his designated Beneficiary, (3) if payable pursuant
           to Section 7.2, the life expectancy of the designated Beneficiary,
           or (4) 60 months, if by operation of Section 8.6 the Participant's
           Beneficiary is his estate.

7.5  Retirement Benefits: Election of Forms and Commencement of Payments
     -------------------------------------------------------------------

      (a)  Applicability of this Section
           -----------------------------

           In the case of a Participant who will receive a distribution pursuant
           to Section 7.1 due to his termination of employment before his
           attainment of Retirement Age, the form of the distribution and the
           time of commencement of payments will be as provided in that section.
           The form and time of commencement of death benefits payable to
           Beneficiaries shall be governed according to Section 7.2. The form
           and time of commencement of any other benefits payable pursuant to
           this Plan will be determined according to this section and Section
           7.4.

           In any event, all distributions required under this Section shall be
           determined and made in accordance with the Income Tax Regulations
           under Code sec. 401(a)(9), including the minimum distribution
           incidental benefit requirement of sec. 1.401(a)(9)-2 of the
           regulations.


Art. VII                        53
<PAGE>

     (b)  Explanation
          -----------

          No less than 30 days and no more than 90 days before a Participant's
          Annuity Starting Date, the Plan Administrator shall provide the
          Participant with a written explanation of (i) the terms and conditions
          of the Qualified Joint and Survivor Annuity; (ii) the Participant's
          right to make and the effect of an election to waive the Qualified
          Joint and Survivor Annuity; (iii) the rights of the Participant's
          spouse (if any) regarding the Qualified Joint and Survivor Annuity;
          and (iv) the right to make, and the effect of, a revocation of a
          previous election to waive the Qualified Joint and Survivor Annuity.

     (c)  Election
          --------

          A Participant may elect to waive his right to receive his Retirement
          benefit in the form of a Qualified Joint and Survivor Annuity so as to
          receive his Retirement benefit in one of the alternative forms
          described in Section 7.4, and may also elect to name a person as
          contingent annuitant or to replace the person currently designated by
          him or this Plan to be his contingent annuitant. Such an election may
          be revoked and replaced with another such election. However, to be
          effective for the purposes of this Plan, any such an election or
          revocation must be made in writing and received by the Plan
          Administrator within ninety (90) days before the Participant's Annuity
          Starting Date, and must satisfy the spousal consent requirements
          described in subsection (d) below, and must specifically designate the
          form in which the benefits shall be paid. In addition, if the election
          is to replace the person currently designated by the Participant
          pursuant to this Plan (or if there is no such designation by the
          Participant, then the person (if any) designated by this Plan) to be
          his contingent annuitant, then the election must specifically
          designate the person who is to become the contingent annuitant.

     (d)  Spousal Consent
          ---------------

          An election by a Participant to receive his Retirement benefit in one
          of the alternative benefits forms or to change his contingent
          annuitant shall not have any effect for the purposes of this Plan
          unless:

          (1)  the Participant's spouse, in a writing received by the Plan
               Administrator, acknowledges the effect of and consents to the
               Participant's election within 90 days before the Annuity Starting
               Date, and the writing is witnessed by the Plan Administrator or a
               notary public; or

          (2)  it can be established to the Plan Administrator's satisfaction
               that spousal consent cannot be obtained because there is no
               spouse, or because the spouse cannot be located, or because of
               other circumstances which render obtaining such spousal consent
               impossible.

          Any consent by a spouse (or establishment that the consent of the
          spouse cannot be obtained) pursuant to this subsection shall be
          effective only with respect to such spouse.

                                   54
Art. VII
<PAGE>

     (e)  Commencement of Payments
          ------------------------

          (1)   Unless a Participant otherwise elects in a writing received by
                the Plan Administrator prior to the Participant's Annuity
                Starting Date, payment of the Participant's Vested Benefit
                shall begin not later than the 60th day after the close of the
                Plan Year in which occurs the latest of:

                (A)  the Participant's attainment of Normal Retirement Age;

                (B)  the 10th anniversary of the date on which the Participant
                     commenced participation in this Plan; or

                (C)  the Participant's termination of employment as an Employee,

                provided that if the Participant has failed to provide the Plan
                Administrator with sufficient information as to age and marital
                status or any other relevant information, so that the amounts
                of payment may not be determined, or if the Participant cannot
                be located, then the Plan Administrator may delay commencement
                of payments for not more than 60 days after the earliest date on
                which the amount and form of payment may be determined under the
                terms of this Plan, or the Participant is located. The amount
                of payment in the event of such a delay shall be retroactive to
                the Participant's Retirement Date.

                Notwithstanding any provisions of this paragraph (1) to the
                contrary, the failure of a Participant and the Participant's
                spouse to consent to the distribution of a benefit while that
                benefit is immediately distributable pursuant to this Section
                shall be deemed to be an election to defer commencement of
                payment of that benefit.

          (2)   Any provisions of this Plan to the contrary notwithstanding, the
                entire vested interest of the Participant in benefits under this
                Plan:

                (A)  will be distributed to the Participant not later than the
                     Participant's Required Beginning Date, or

                (B)  will be distributed, beginning not later than the
                     Participant's Required Beginning Date, over the life of
                     tile Participant or over the lives of the Participant and a
                     designated beneficiary (or over a period not extending
                     beyond the life expectancy of the Participant or the life
                     expectancy of the Participant and a designated
                     beneficiary).


                For the purpose of determining the amount to be distributed as
                of the Participant's Required Beginning Date, his Vested Benefit
                shall be valued as of December 31 of the calendar year
                immediately preceding his Required Beginning Date.

                The Participant may elect for these required distributions to be
                paid in any of the forms if benefit described in Section 7.4,
                subject to any spousal consent requirements that may apply
                pursuant to this Plan. Absent such an election, these
                distributions automatically shall be payable in the form
                described in Section 7.4(a).

Art. VII                              55
<PAGE>

        (3)   If a Participant's interest is to be distributed in a form other
              than a Lump Sum, the following minimum distribution rules shall
              apply on or after the Participant's Required Beginning Date.

              (A)  If the Participant's benefit is to be distributed over (1) a
                   period not extending beyond the life expectancy of the
                   Participant or the joint life and last survivor expectancy of
                   the Participant and the Participant's Beneficiary, or (2) a
                   period not extending beyond the life expectancy of the
                   Beneficiary, then the amount required to be distributed for
                   each calendar year, beginning with distribution for the
                   first distribution calendar year, must at least equal the
                   quotient obtained by dividing the Participant's benefit by
                   the applicable life expectancy.

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

              (C)  For calendar years beginning after December 31, 1988, the
                   amount to be distributed each year, beginning with
                   distributions for the first distribution calendar year, shall
                   not be less than the quotient obtained by dividing the
                   Participant's benefit by the lesser of (1) the applicable
                   life expectancy, or (2) if the Participant's spouse (if any)
                   is not the Beneficiary, the applicable divisor determined
                   from the table set forth in Q&A-4 of section 1.401(a)(9)-2 of
                   the Income Tax Regulations. Distributions after the death of
                   the Participant shall be distributed using the applicable
                   life expectancy referenced in subsection (3)(A) above as the
                   relevant divisor without regard to Regulations sec.
                   1.401(a)(9)-2.

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

              If the Participant's benefit is distributed in the form of an
              annuity purchased from an Insurance Company, any such
              distribution shall be made in accordance with the requirements of
              Code sec. 401(a)(9) and the regulations promulgated thereunder.

        (4)   Any additional amounts of Vested Benefit accrued by the
              Participant after his Required Beginning Date shall be distributed
              annually in the form of a lump sum consistent with the
              requirements of Code sec. 401(a)(9) and applicable regulations.

Art. VII                             56
<PAGE>

              (5)  Once distributions have begun to a 5% owner under this
                   subsection, they must continue to be distributed even if the
                   Participant ceases to be a 5% owner in a subsequent year.

              (6)  For the purposes of this subsection, "applicable life
                   expectancy" means the life expectancy (or joint and last
                   survivor expectancy) calculated using the attained age of the
                   Participant (or designated beneficiary) as of the
                   Participant's (or designated beneficiary's) birthday in the
                   applicable calendar year reduced by one for each calendar
                   year which has elapsed since the date the life expectancy was
                   first calculated.

                   If the life expectancy is being recalculated, the applicable
                   life expectancy shall be the life expectancy as so
                   recalculated.

                   The applicable calendar year shall be the first distribution
                   calendar year, and if the life expectancy is being
                   recalculated, each such succeeding calendar year.

                   If annuity payments commence before the Required Beginning
                   Date, the applicable calendar year is the year such payments
                   commence. If the distribution is in the form of an immediate
                   annuity purchased after the Participant's death with the
                   Participant's remaining Vested Benefit, the applicable
                   calendar year is the year of purchase.

              (7)  Unless otherwise elected by the Participant (or spouse, as
                   applicable) by the time distributions are required to begin,
                   life expectancies shall be recalculated annually. If such an
                   election has been made by the Participant (or spouse, as
                   applicable), it shall be irrevocable as to the Participant
                   (or spouse) and shall apply to all subsequent years.

                   The life expectancy of a nonspouse beneficiary may not be
                   recalculated.

7.6   Loans to Participants
      ---------------------

      Each Active Participant may apply to obtain loans from the Plan according
      to the procedures and limits described below.

      (a)     Any application for a loan may only be made in writing, and will
              become effective only upon receipt by the Plan Administrator. The
              principal amount of the loan requested may not be less than five
              hundred dollars ($500.00).
<PAGE>

           A loan shall be available only for the applicant's "immediate and
           heavy financial need" as described in Section 4.2.5(b)(1) or for
           payment of any of the following expenses:

           (1)  educational expenses not described in Section 4.2.5(b)(1) of the
                applicant or an immediate family member;

           (2)  Taxes owed by the applicant;

           (3)  Living and home repair expenses and costs of necessary
                appliances, e.g. furnace, plumbing, new roof, incurred or to be
                incurred by the applicant;

           (4)  Business or employment expenses, e.g. transportation, of the
                applicant;

           (5)  Payments to prevent mortgage foreclosure on the residence of an
                immediate family member;

           (6)  Debt of the applicant on which collection action by the creditor
                has begun;

           (7)  Legal fees and costs, settlements of claims and lawsuits, and
                fines owing by the applicant or an immediate family member;

           (8)  Uninsured damages caused by natural disasters to any real or
                personal property of the applicant.

           The written loan application must document the reason for the loan.
           Subject to the additional limitations of Section 7.6(f), the
           principal amount of the loan may not exceed the amount of that
           "immediate and heavy financial need" or expense from the list above.

      (b)  The Plan Administrator may choose to grant or deny the request in a
           reasonably equivalent and nondiscriminatory manner, consistent with
           the requirements of section 401 (and all other relevant provisions)
           of the Internal Revenue Code, as amended. However, under no
           circumstances shall a loan be made by this Plan to any person who is
           or is deemed to be (or has as a member of his immediate family) an
           "owner-employee" (as defined in Code 4975(d)) or a "shareholder-
           employee" (as defined in Code secs. 401(j) and 1379(d)).

      (c)  If the request is granted and an amount is loaned to the Participant
           (hereinafter "the Borrower"), the resulting liability of the Borrower
           for repayment of the loan to the Plan shall be accounted through the
           establishment of a Segregated Investment Fund into which the
           principal amount of the loan shall be entered as of the date on
           which the amount of the loan is provided to the Borrower.


FOURTH AMENDMENT
Art. VII, Section 7.6
Effective 1/1/97                        58
<PAGE>

           The loan amount shall be taken pro rata from the Participant's
           balances in the Plan's investment options (described in Section
           6.1.2) as of the date the loan is made.

           Any such loan shall be treated as a directed investment by the
           Borrower of Plan assets separate and apart from the Investment Fund
           of the Insurance Company or any other assets of the Plan. As such,
           any earnings, gains or losses attributable to the loan shall be
           credited only to the Segregated Investment Fund representing that
           loan, and shall in turn be allocated solely to the Borrower's
           Individual Accounts.

      (d)  Each loan shall bear interest at a reasonable fixed rate established
           by the Plan Administrator with reference to the economic conditions
           and interest rates being charged by local financial institutions for
           similar loans with similar collateral as of the time when the loan
           request is being processed. In addition, the Plan Administrator may
           require the Borrower to pay any administrative fees that are deemed
           to be necessary to establish or maintain the Segregated Investment
           Fund, provided that all such fees or fee schedules shall be disclosed
           to the Borrower at the time the loan is made and again prior to any
           modification of such fees or schedules by the Plan Administrator
           (which may be enacted by the Plan Administrator at any time that the
           Plan Administrator determines that such modification is appropriate,
           in the exercise of his or her fiduciary duty), and further provided
           that the ability to obtain loans from the Plan shall remain available
           to all Borrowers on a reasonably equivalent basis.

           Loans shall not be made available to HCE's in an amount greater than
           the amount made available to non-HCE's; however, maximum loan
           amounts may vary directly according to the size of each Participant's
           vested accrued benefit under this Plan.

           Each amount received in repayment of the loan shall be credited to
           the Borrower's Segregated Investment Fund as of the day on which it
           was received by the Plan Administrator, after its having first been
           reduced by any administrative fees charged by the Plan Administrator
           pursuant to the preceding paragraph.

      (e)  Each loan shall be evidenced by a negotiable promissory note signed
           by the Borrower and his spouse (if any, as of the time of the making
           of the note) within 90 days before the loan is made, and secured by a
           portion of the Borrower's vested interest in amounts held under the
           Plan on the Borrower's behalf, with such portion equal to the amount
           that is loaned to the Borrower at the time of the loan's origination.

FOURTH AMENDMENT
Art. VII, Section 7.6
Effective 1/1/97                          59
<PAGE>

           The note shall contain the consent of the Borrower's spouse to the
           loan and an acknowledgment that any default on the loan may under
           certain circumstances reduce benefits under the Plan to which such
           spouse may become entitled, unless it is established to the Plan
           Administrator's satisfaction that spousal consent cannot be obtained
           because there is no spouse, or because the spouse cannot be located,
           or because of other circumstances which render obtaining such spousal
           consent impossible. The note must be witnessed by a notary public or
           the Plan Administrator. The note also must state that in the event of
           the Borrower's default on the loan, the Borrower (and the Borrower's
           spouse, if any, as of the time of the processing of the loan) agree
           to be bound by the provisions of this Plan, and particularly of this
           Section.

           The Plan Administrator, in the exercise of his sole discretion, may
           require that additional security or documentation be provided by the
           Borrower.

      (f)  Immediately after the origination of any Plan loan to the Borrower,
           the total amount of the outstanding balances of all loans made to the
           Borrower from this Plan may not exceed the lesser of:

           (1)  50% of the present value of the Borrower's vested interest in
                amounts held under the Plan on the Borrower's behalf (determined
                immediately after the loan's origination); or

           (2)  $50,000, except that with regard to loans made, renewed,
                negotiated, modified or extended on or after January 1, 1987,
                such $50,000 limit shall be reduced by the excess (if any) of:

                (A)  the highest outstanding balance of all loans to the
                     Borrower, under all qualified retirement plans maintained
                     by the Employer, during the one-year period ending on the
                     day before the date as of which the most recent loan was
                     made, over

                (B)  the outstanding balance of all loans to the Borrower, under
                     all qualified retirement plans maintained by the Employer,
                     on the date as of which the most recent loan was made.

           For the purposes of this subsection (f), "Employer" shall be as
           defined in Article II, and in addition shall mean any other employers
           which when taken together with the Employer(s) sponsoring this Plan
           are treated as a single employer under section 414(b), (c) or (m) of
           the Internal Revenue Code, as amended.

FOURTH AMENDMENT
Art. VII, Section 7.6
Effective 1/1/97                            60
<PAGE>

           For the purposes of this subsection (f), simplified employee pension
           plans shall not be regarded as qualified retirement plans.

      (g)  Each loan made, renewed, negotiated, modified or extended on or
           after January 1, 1987, shall be subject to substantially level
           amortization.

      (h)  Each loan shall be distributed (if at all) as soon as reasonably
           practicable, but in any event not later than 90 days after the date
           on which the Plan Administrator receives the prescribed loan request.

      (i)  Whenever possible, loans shall be repaid to the Plan through periodic
           payroll deductions from the Borrower's Compensation (if any).

      (j)  With the consent of the Plan Administrator, the Borrower may at any
           time prepay an amount against the outstanding balance of the loan;
           however, unless the entire outstanding balance is prepaid, repayment
           installments must continue to be made periodically according to the
           pre-arranged repayment schedule.

           Notwithstanding any provision of this Section to the contrary, loan
           repayments will be suspended as permitted under Code sec. 414(u)(4).

           Provided the Plan Administrator consents, a Borrower may refinance
           any loan that he has outstanding from the Plan. The procedures and
           limits applying to refinancing a loan shall be substantially the same
           as those prescribed herein for obtaining a loan.

      (k)  At any time before it has been completely repaid (including principal
           and interest), a loan under this Plan shall be in default as of the
           earlier of:

           (1)  the end of a reasonable period of time (not exceeding 30 days)
                specified by the Plan Administrator and immediately following
                the date on which any periodic installment payment required
                under the Promissory Note is not received by the holder of the
                Note when due;

           (2)  the date as of which any amount becomes distributable to a
                Borrower from the Plan, including for example the Borrower's
                date of Retirement, but only to the extent that such
                distribution would result in the loan balance equaling more
                than the Borrower's vested interest in the Plan's assets after
                such distribution; or

FOURTH AMENDMENT
Art. VII, Section 7.6
Effective 1/1/97                       61
<PAGE>

           (3)  the fifth anniversary of the date on which the amount of the
                loan was paid from the Plan to the Borrower, or in the case of a
                loan for the purchase of the Borrower's principal residence, the
                tenth anniversary of the date on which the amount of the loan
                was paid to the Borrower.

      (l)  If the Plan Administrator as holder of the Promissory Note determines
           that a loan under this Plan is in default, then at the option of the
           Plan Administrator, the Borrower may be given a reasonable amount of
           time (in any event not exceeding 30 days) to cure the default by
           repaying all amounts that have become due as of that date.

           If the default results from a distribution of excess elective
           deferrals (pursuant to Code sec. 402(g)(2)), excess contributions
           (pursuant to Code sec. 401(k)(8)), or excess aggregate contributions
           (pursuant to Code sec. 401 (m)(6)), if any, then the Borrower may
           cure the default by repaying to the Plan an amount sufficient to
           reduce the outstanding balance of the loan to an amount equal to not
           more than the Borrower's vested interest in Plan Assets remaining
           after such distribution.

      (m)  In addition, as of the date of such default, the Plan shall
           immediately stop accepting elective deferrals (if any) on that
           Borrower's behalf until such time as the loan is no longer in
           default.

      (n)  If there is security for the loan available in addition to or
           instead of the Borrower's vested interest in Plan assets, then upon
           default, the holder of the Promissory Note may (but is not required
           to) look to that other security for liquidation and repayment of the
           loan.

      (o)  To the extent that a default of a loan is not cured or is not repaid
           through security other than the Borrower's vested interest in the
           Plan's assets, then the Plan Administrator shall reduce the
           Borrower's vested interest in the Plan's assets. The amount of such
           reduction shall equal the outstanding balance of the loan, including
           any interest that has accrued as of that date of determination,
           except that if the default has resulted from a distribution of Plan
           assets that has been made to bring the Plan into compliance with any
           of the nondiscrimination limits and tests of the Code (as specified,
           e.g. in Code secs. 401(k), 401(m), or 415), then the amount of the
           reduction shall equal only that amount which is necessary to cure the
           default by reducing the outstanding balance of the loan to an amount
           equal to the Borrower's vested interest in the Plan's assets as of
           that date of determination and after the distribution has been made.

FOURTH AMENDMENT
Art. VII, Section 7.6
Effective 1/1/97                           61a
<PAGE>

           Any reduction in a Borrower's vested interest in Plan assets
           accomplished pursuant to this paragraph shall immediately result in a
           corresponding reduction and offset of the outstanding balance of the
           loan as of that date of determination.

           However, under any circumstances, a Borrower's vested interest in the
           Plan's assets that are attributable to Elective Contributions, if any
           (or to amounts that are treated as Elective Contributions pursuant to
           Article V) may not be reduced pursuant to this subsection (o) sooner
           or to a greater extent than such amounts become distributable
           consistent with the provisions of Code sec. 401(k), all other
           relevant Code sections, and regulations promulgated thereunder.

      (p)  In the event that a loan from this Plan to a Borrower is treated as a
           distribution under Code sec. 72, and/or under applicable Department
           of Labor regulations, the Borrower's obligation to repay the loan
           shall remain unchanged by such distribution treatment.

      (q)  When the Borrower is no longer indebted under the Promissory Note
           (e.g. due to the complete repayment of the loan, or due to recovery
           of the loan's security upon default), the Borrower's Segregated
           Investment Fund shall then be closed.

FOURTH AMENDMENT
Art. VII, Section 7.6
Effective 1/1/97                        61b
<PAGE>

                                 ARTICLE VIII

                              GENERAL PROVISIONS

8.1.1  Plan Modification: Authority
-----  ----------------------------

       The Trustees reserve the right to amend, modify, or terminate the Plan at
       any time, provided that no amendment or modification shall act to reduce
       the balances of the Individual Accounts of any Participant accrued to the
       time of such amendment or modification.

8.1.2  Plan Modification: Merger
-----  -------------------------

       No merger, consolidation, or transfer of the assets or 1iabilities of
       this Plan with or to any other qualified plan shall be undertaken unless,
       after such merger, consolidation, or transfer, each Participant would,
       if the Plan then terminated, receive a benefit not less than the benefit
       he would have received had the Plan terminated immediately prior to such
       merger, consolidation, or transfer.

8.1.3  Plan Modification: Termination
-----  ------------------------------

       Upon termination or partial termination of this Plan, or the complete
       discontinuance of contributions by the Employer (as defined in Code
       secs. 1.401-6(c) and 1.411(d)-2(d)), the rights of each affected
       Participant to benefits accrued to the date of termination or partial
       termination, or the complete cessation of contributions by the Employer,
       shall be fully vested to the extent funded.

       If, after the allocation of the Plan's assets pursuant to the Plan's
       termination, all liabilities of the Plan have been satisfied in full and
       there remain surplus Plan assets not necessary to satisfy the liabilities
       of the Plan, such surplus shall revert to the Employer, consistent with
       the provisions of the termination amendment of this Plan, and provided
       that no successor plan is established (with "successor plan" having the
       same meaning as that described in IRC Reg. 1.401(k)-1(d)(3)).

8.2.1  Duties: Plan Administrator
-----  --------------------------

       The Plan Administrator has the discretionary authority to control and
       manage the operation and administration of the Plan, including the
       specific duties outlined below. The Plan Administrator in his sole
       discretion shall make such rules, regulations, interpretations, and
       computations and shall take such other actions to administer the Plan
       as he may deem appropriate. Such rules, regulations, computations, and
       other actions shall be conclusive and binding upon all persons.

       Duties of the Plan Administrator include, but are not limited to,
       determination of benefits and eligibility to participate, payment of
       funds to the Insurance Company or Trustee, authorization of benefit
       payments and payment of any expenses incurred in the administration of
       the Plan. The Plan Administrator may employ such consultants and advisors
       as he deems necessary or desirable for carrying out his duties under the
       Plan.

Art. VIII                             62
<PAGE>

8.2.2  Duties: Employer
-----  ----------------

       Duties of the Employer include, but are not limited to, payment of funds
       to the Insurance Company or Trustee, in addition to payment of any
       expenses incurred in the administration of the Plan. The Employer shall
       indemnify and hold harmless any fiduciary who is an employee of the
       Employer from any and all claims, loss, damages, expense (including
       counsel fees), and liability (including amounts paid in settlement with
       the Employer's written consent) arising from any act or omission of the
       fiduciary, except when the same is judicially determined to be done due
       to the gross negligence or willful misconduct of the fiduciary.

8.3    Benefit Claims Procedure
---    ------------------------

       Any Participant in this Plan, or his Beneficiary, may make a claim for
       benefits due to him under this Plan by delivering a written application
       to the Plan Administrator. If a claim is wholly or partially denied,
       notice of the decision shall be furnished to the claimant by the Plan
       Administrator within 90 days after receipt of the claim by the Plan
       Administrator unless special circumstances require an extension of time
       for processing the claim. If an extension of time is required the Plan
       Administrator shall furnish the claimant with written notice of that
       fact, including the reason why an extension is required and an estimated
       date upon which a final decision is expected, which shall be not later
       than 180 days after the claim was made. In that event, if the claim is
       denied in whole or part, written notice of denial shall be given as soon
       as practicable, but not later than 180 days after the claim was made.

       A notice of denial of a claim shall state:

       (1)  the specific reason or reasons for the denial;

       (2)  reference to the specific Plan provisions upon which the denial was
            based; and

       (3)  a description of any additional material or information necessary
            for the claimant to perfect the claim and an explanation of why such
            additional material or information is required.

       If this notice is not furnished within the time provided in this Section,
       the claim shall be deemed wholly denied.

8.4    Review Procedure
---    ----------------

       In the event that a claim is denied under this Plan, the claimant or his
       authorized representative may apply in writing to the Plan Administrator
       within 60 days of receiving notice of the denial or, if no written notice
       of denial is received within the 180-day period prescribed in Section
       8.3, within 60 days after the expiration of said 180 day period, asking
       that the denial be reviewed. This time limit may be extended by the Plan
       Administrator if an extension appears to be reasonable in view of the
       nature of the claim and the pertinent circumstances. Upon receipt of such
       application, the Plan Administrator shall afford the claimant an
       opportunity to review pertinent documents and to submit issues and
       comments in writing. A decision on review shall be rendered by the Plan
       Administrator not later than 60 days after the claimant's application
       for review unless an extension of time for processing is required, in
       which case a decision will be made as soon as possible,

Art. VIII                             63
<PAGE>

     but not later than 120 days after the request for review was made. If an
     extension of time is required, the Plan Administrator shall give the
     claimant written notice of that fact before the extension period begins. A
     decision on review shall be in writing and shall include specific reasons
     for the decision and specific references to the Plan provisions on which
     the decision is based.

     If the claimant has not received written decision on review within 60 days
     after the request for review was received, or within 120 days if an
     extension of time was required, the claim will be considered wholly denied
     on review.

8.5  Qualification of the Plan and Conditions of Contributions
---  ---------------------------------------------------------

     This Plan, together with any insurance or annuity contracts or trust
     agreement used in conjunction with it, is intended to meet the requirements
     of the Internal Revenue Service for approval as a tax-exempt plan or trust
     under Section 401 of the Code. Any amendments which may be necessary to
     meet these requirements shall be made retroactive to the date upon which
     the Plan failed to meet these requirements.

     Contributions to this Plan are made with the intent and on the condition
     that such contributions are deductible under Section 404 of the Code. If
     any contribution by the Employer is disallowed as a deduction by the
     Internal Revenue Service then, to the extent the deduction is disallowed,
     the contribution shall be refunded to the Employer within one year after
     the disallowance of the deduction. If any contribution by the Employer is
     made by a mistake of fact, such contribution shall be refunded to the
     Employer within one year after the payment of the contribution.

     If a refund occurs pursuant to this Section, the amount which shall be
     returned to the Employer shall be the excess of the amount which was
     contributed over the amount (1) which was deductible, or (2) which would
     have been contributed absent the mistake of fact (as the case may be),
     without any earnings but net of any losses attributable to such excess.
     Further, no amount shall be refunded to the Employer if such a refund would
     result in a reduction of any Participant's Prior Plan Account to an amount
     less than the amount the Account would have been had there never been a
     refund pursuant to this Section.

8.6  Beneficiaries
---  -------------

     Any payments due under the Plan to a Participant's Beneficiary shall be
     paid according to the Beneficiary designation last filed in writing with
     the Plan Administrator by the Participant. If no such designation is made,
     payments shall be made in the following order of priority:

     (a)  to the surviving spouse of the Participant;

     (b)  if no spouse survives the Participant, then to the children of the
          Participant in equal shares, with a share by right of representation
          to the then surviving children of any deceased child; or

     (c)  if neither a spouse, children nor grandchildren survive the
          Participant, then to the Participant's estate.

Art. VIII                         64
<PAGE>

     8.7  Spendthrift Clause
     ---  ------------------

          (a)  General Rule
               ------------

               Subject to the exception specified in subsection (b) below,
               benefits payable under this Plan shall not be subject in any
               manner to anticipation, alienation, sale, transfer, assignment,
               pledge, encumbrance, charge, garnishment, execution, or levy of
               any kind, either voluntary or involuntary, including any such
               liability which is for alimony or other payments for the support
               of a spouse or former spouse, or for any other relative of the
               Employee, prior to actually being received by the person entitled
               to the benefit under the terms of the Plan except as provided!
               below, and any attempt to anticipate, alienate, sell, transfer,
               assign, pledge, encumber, charge or otherwise dispose of any
               right to benefits payable hereunder shall be void; also, the Plan
               shall not in any manner be liable for, nor subject to, the debts,
               contracts, liabilities, engagements or torts of any person
               entitled to benefits hereunder.

          (b)  Exception
               ---------

               The provisions of subsection (a) above to the contrary shall not
               withstand a right to a benefit payable under this Plan that has
               been created, assigned or recognized pursuant to a "qualified
               domestic relations order", as defined in Code sec. 414(p).
               Administration of the Plan with respect to qualified domestic
               relations orders shall at all times be consistent with Code sec.
               414, regulations promulgated thereunder, and any other provisions
               of state and federal law that may be applicable. Payment of a
               benefit to an alternate payee pursuant to a qualified domestic
               relations order may be made prior to the time such payment could
               be made to the Participant, provided that such payment is
               consistent with the provisions of this Plan in all respects
               except for the time of payment.

8.8       Annuities
---       ---------

          Any provisions of this Plan to the contrary notwithstanding:

          (a)  any annuity contract distributed from this Plan shall contain
               express provisions sufficient to make such contract
               nontransferable; and

          (b)  the terms of any annuity contract purchased and distributed by
               the Plan to a Participant or Participant's spouse shall comply
               and be consistent with the requirements of this Plan.


8.9       Limitations of the Employer's Liability
---       ---------------------------------------

          To the extent permitted by law, the liability of the Employer with
          respect to any and all obligations arising from or in any way
          connected with this Plan shall be limited to amounts already
          contributed.

Art. VIII                             65
<PAGE>

8.10  Non-Guarantee of Employment
      ---------------------------

      This Plan shall not be considered to constitute a contract of employment
      and nothing contained in the Plan shall give any Employee the right to be
      retained in employment, nor shall anything contained in the Plan interfere
      with the Employer's right to discharge or retire any Employee at any time.
      Participation in the Plan shall not give any Employee any right or claim
      in any benefits except as specifically provided in this Plan.

8.11  Applicable Law
      --------------

      The provisions of this Plan shall be governed, construed, and administered
      in accordance with federal law, and to the extent that state law is not
      preempted by federal law, the law of the state of Oregon.

8.12  USERRA Requirements
      -------------------

      Notwithstanding any provisions of this Plan to the contrary, contributions
      and Service with respect to qualified military service will be provided in
      accordance with Code sec. 414(u).
<PAGE>

                                  ARTICLE IX

                               DIRECT ROLLOVERS


9.1   General Rule
---   ------------

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

9.2   Definitions
      -----------

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

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

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

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


Art. IX                               67