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                                                                    Exhibit 10.4
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                                  SunTrust Bank
                           NONSTANDARDIZED 401(K) PLAN
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By executing this 401(k) plan Adoption Agreement (the "Agreement") under the
SunTrust Bank Prototype I an, the Employer agrees to establish or continue a
401(k) plan for its Employees. The 401(k) plan adopted by the Employer consist
of the Basic Plan Document #02 (the "BPD") and the elections made under this
Agreement (collectively referred to as the "Plan") A Related Employer may
jointly co-sponsor the Plan by signing a Co-Sponsor Adoption Page, which is
attached to this Agreement. (See Section 22.164 of the BPD for the definition of
a Related Employer.) This Plan is effective as of the Effective Date identified
on the Signature Page of this Agreement.

1.   Employer Information

     a.   Name and address of Employer executing the Signature Page of this
          Agreement: Conn Appliances Inc. 3295 College Street Beaumont, Texas
          77701

     b.   Employer Identification Number (EIN) for the Employer 74-1290706

     c.   Business entity of Employer (optional):

          [X] (1) C-Corporation                   [ ] (2) S-Corporation
          [ ] (3) Limited Liability Corporation   [ ] (4) Sole Proprietorship
          [ ] (5) Partnership                     [ ] (6) Limited Liability
                                                          Partnership
          [ ] (7) Government                      [ ] (8) Other
                                                                ---------

     d.   Last day of Employer's taxable year (optional): July 31

     e.   Does the Employer have any Related Employers (as defined in Section
          22.164 of the BPD)?

          [X] (1) Yes                             [ ] (2) No

     f.   If e. is yes, list the Related Employers (optional):

          CAI Credit Insurance Agency, L.P, Conn CC L.P,
          CAI L.P.

          [Note: This Plan will cover Employees of a Related Employer only
          if such Related Employer executes a Co-Sponsor Adoption Page. Failure
          to cover the Employees of a Related Employer may result in a violation
          of the minimum coverage rules under Code (S)410(b). See Section 1.3
          of the BPD.]

2.   Plan Information

     a.   Name of Plan: Conn's 401(k) Retirement Savings Plan

     b.   Plan number (as identified on the Form 5500 series filing for the
          Plan): 003

     c.   Trust identification number (optional):
                                                  ------------------------

     d.   Plan Year: [Check (1) or (2). Selection (3) may be selected in
          addition to (1) or (2) to identify a Short Plan Year.]

          [ ] (1) The calendar year.
          [X] (2) The 12-consecutive month period ending July 31.
          [ ] (3) The Plan has a Short Plan Year beginning     and ending     .
                                                           ---            ----

3.   Types of Contributions

     The following types of contributions are authorized under this Plan. The
     selections made below should correspond with the selections made under
     Parts 4A, 4B, 4C, 4D and 4E of this Agreement.

     [X]  a. Section 401(k) Deferrals (see Part 4A).

     [ ]  b. Employer Matching Contributions (see Part 4B).

     [X]  c. Employer Nonelective Contributions (see Part 4C).

     [ ]  d. Employee After-Tax Contributions (see Part 4D).

     [X]  e. Safe Harbor Matching Contributions (see Part 4E, #27).

     [ ]  f. Safe Harbor Nonelective Contributions (see Part 4E, #28).

     [ ]  g. None. This Plan is a frozen Plan effective     (see Section 2.1(d)
                                                        ---
             of the BPD).
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(C) Copyright 2001 SunTrust Bank       l

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--------------------------------------------------------------------------------
                         Part 1 - Eligibility Conditions
--------------------------------------------------------------------------------
                           (See Article 1 of the BPD)

4.   Excluded Employees. [Check a. or any combination of b. -f. for those
     contributions the Employer elects to make under Part 4 of this Agreement.
     See Section 1.2 of the BPD for rules regarding the determination of
     Excluded Employees for Employee After-Tax Contributions, QNECs, QMACs and
     Safe Harbor Contribution,.)

             (1)          (2)         (3)
          (S)401(k)    Employer    Employer
          Deferrals      Match    Nonelective

     a.      [ ]          [ ]          [ ]      No excluded categories of
                                                Employees.

     b.      [ ]          [ ]          [ ]      Union Employees (see
                                                Section 22.202 of the BPD).

     c.      [X]          [ ]          [X]      Nonresident Alien Employees (see
                                                Section 22.124 of the BPD).

     d.      [X]          [ ]          [X]      Leased Employees (see
                                                Section 1.2(b) of the BPD).

     e.      [ ]          [ ]          [ ]      Highly Compensated Employees
                                                (see Section 22.99 of the BPD).

     f.      [X]          [ ]          [X]      (Describe Excluded Employees):
     Union Employees of less the collective bargaining agreement expressly
     provides for participation in the Plan.

5.   Minimum age and service conditions for becoming an Eligible Participant.
     [Check a. or check b. and/or any one of c. -e. for those contributions
     the Employer elects to make under Part 4 of this Agreement. Selection f.
     may be checked instead of or in addition to any selections under b. -e. See
     Section 1.4 of the BPD for the application of the minimum age and service
     conditions for purposes of Employee After - Tax Contributions, QNECs, QMACs
     and Safe Harbor Contributions. See Part 7 of this Agreement for special
     service crediting rules.]

             (1)          (2)        (3)
          (S)401(k)    Employer     Employer
           Deferrals     Match    Nonelective

     a.      [ ]          [ ]        [ ]        None (conditions are met on
                                                Employment Commencement Date).

     b.      [X]          [ ]        [X]        Age 21 (cannot exceed age 21).

     c.      [X]          [ ]        [X]        One Year of Service.

     d.      [ ]          [ ]        [ ]            consecutive months (not more
                                                ---
                                                than 12) during which the
                                                Employee completes at least
                                                                            ---
                                                Hours of Service (cannot
                                                exceed 1,000). If an Employee
                                                does not satisfy this
                                                requirement in the first
                                                designated period of months
                                                following his/her Employment
                                                Commencement Date, such Employee
                                                will be deemed to satisfy this
                                                condition upon completing a Year
                                                of Service (as defined in
                                                Section 1.4(b) of the BPD).

     e.      N/A          [ ]        [ ]        Two Years of Service. [Full and
                                                immediate vesting must be
                                                selected under Part 6 of this
                                                Agreement.]

     f.      [ ]          [ ]        [ ]        (Describe eligibility
                                                conditions):
                                                             -------------------

                                                [Note: Any conditions provided
                                                under f. must be described in a
                                                manner that precludes Employer
                                                discretion and must satisfy
                                                the nondiscrimination
                                                requirements of (S)1.401(a)(4)
                                                of the regulations, and may not
                                                cause the Plan to violate the
                                                provisions of Code (S)410(a).]

[ ]6. Dual eligibility. Any Employee (other than an Excluded Employee) who is
     employed on the date designated under a. or b. below, as applicable, is
     deemed to be an Eligible Participant as of the later of the date identified
     under this #6 or the Effective Date of this Plan, without regard to any
     Entry Date selected under Part 2. See Section, l.4(d)(2) of the BPD. [Note:
     If this #6 is checked, also check a. or b. If this #6 is not checked, the
     provisions of Section. 4(d)(1) of the BPD apply.]

     [ ]   a. The Effective Date of this Plan.

     [ ]   b. (Identify date)
                             ---------------------------------------------------

     [Note. Any date specified under b- may not cause the Plan to violate the
     provisions of Code (S)410 [also see Section 1.4 of the BPD.]
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(C) Copyright 2001 Sun Trust Bank      2

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--------------------------------------------------------------------------------
                     Part 2 - Commencement of Participation
--------------------------------------------------------------------------------

                          (See Section 1.5 of the BPD)

7.   Entry Date upon which participation begins after completing minimum age and
     service conditions under Part 1, #5 above. [Check one of a. - e. for those
     contributions the Employer elects to make under Part 4 of, this Agreement.
     See Section 1.5 of the BPD for determining the Entry Date applicable to
     Employee After-Tax Contributions QNECs, QMACs and Safe Harbor
     Contributions.]

             (1)         (2)         (3)
          (S)401(k)   Employer     Employer
          Deferrals    Match     Nonelective
          ---------   --------   -----------

     a.      [ ]         [ ]         [ ]       The next following Entry Date
                                               (as defined in #8 below).

     b.      [X]         [ ]         [X]       The Entry Date (as defined in #8
                                               below) coinciding with___ next
                                               following the completion of the
                                               age and service conditions.

     c.      N/A         [ ]         [ ]       The nearest Entry Date (as
                                               defined in #8 below).

     d.      N/A         [ ]         [ ]       The preceding Entry Date (as
                                               defined in #8 below).

     e.      [ ]         [ ]         [ ]       The date the age and service
                                               conditions are satisfied.
                                               [A1so check #8.e. below for the
                                               same type of contribution(s)
                                               checked here.]

8.   Definition of Entry Date. [Check one of a. - e. for those contributions the
     Employer elects to make under Part 4 of this Agreement. Selection f. may be
     checked instead of or in addition to a. - e. See Section 1.5 of the BPD for
     determining the Entry Date applicable to Employee After-Tax Contributions,
     QNECs, QMACs and Safe Harbor Contributions.]

             (1)        (2)          (3)
          (S)401(k)   Employer    Employer
          Deferrals    Match     Nonelective
          ---------   --------   -----------

     a.      [ ]         [ ]         [ ]       The first day of the Plan Year
                                               and the first day of 7th month of
                                               the Plan Year.

     b.      [X]         [ ]         [X]       The first day of each quarter of
                                               the Plan Year.

     c.      [ ]         [ ]         [ ]       The first day of each month of
                                               the Plan Year.

     d.      [ ]         [ ]         [ ]       The first day of the Plan Year.
                                               [If #7.a. or #7.b. above is
                                               checked for the same type of
                                               contribution as checked here, see
                                               the restrictions in Section
                                               1.5(b) of the BPD.]

     e.      [ ]         [ ]         [ ]       The date the conditions in Part
                                               1, #5. above are satisfied.
                                               [This e. should be checked for
                                               a particular type of contribution
                                               only if #7.a above is also
                                               checked for that type of
                                               contribution.]

     f.      [ ]         [ ]         [ ]       (Describe Entry Date)
                                                                     -----------

                                               [Note: Any Entry Date
                                               designated in f. must comply
                                               with the requirements of
                                               Code (S)410(a)(4) and must
                                               satisfy the nondiscrimination
                                               requirements under (S)1.401
                                               (a)(4) of the regulations. See
                                               Section 1.5(a) of the BPD.]

--------------------------------------------------------------------------------
                        Part 3 - Compensation Definitions
--------------------------------------------------------------------------------

                   (See Sections 22.102 and 22.197 of the BPD)

9.   Definition of Total Compensation:

     [ ]  a. W-2 Wages.

     [X]  b. Withholding Wages.

     [ ]  c. Code (S)415 Safe Harbor Compensation.

     [Note: Each of the above definitions is increased for Elective Deferrals
     (as defined in Section 22.6_ of the BPD, for pre-tax contributions to a
     cafeteria plan or a Code (S)457 plan, and for qualified transportation
     fringes under Code (S)132(f)(4). See Section 22.197 of the BPD.]

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10.  Definition of Included Compensation for allocation of contributions or
     forfeitures: [Check a. or b. for those contributions the Employer elects
     under Part 4 of this Agreement. If b. is selected for a particular
     contribution, also check any combination of c. through j. for that type of
     contribution. See Section 22.102 of the BPD for determining Included
     Compensation for Employee After-Tax Contributions, QNECs, QMACs and Safe
     Harbor Contributions.]

             (1)        (2)          (3)
          (S)401(k)   Employer    Employer
          Deferrals    Match     Nonelective
          ---------   --------   -----------

     a.      [ ]         [ ]         [ ]       Total Compensation, as defined in
                                               #9 above.

     b.      [X]         [ ]         [X]       Total Compensation, as defined
                                               in #9 above, with the following
                                               exclusions:

     c.      N/A         [ ]         [ ]          Elective Deferrals, pre-tax
                                                  contributions to a cafeteria
                                                  plan or a Code (S)457 plan,
                                                  and qualified transportation
                                                  fringes under Code
                                                  (S)132(f)(4) are excluded. See
                                                  Section  22.102 of the BPD.

     d.      [X]         [ ]         [X]          Fringe benefits, expense
                                                  reimbursements, deferred
                                                  compensation, and welfare
                                                  benefits are excluded.

     e.      [ ]         [ ]         [ ]          Compensation above $       is
                                                                      ------
                                                  excluded.

     f.      [ ]         [ ]         [ ]          Bonuses are excluded.

     g.      [ ]         [ ]         [ ]          Commissions are excluded.

     h.      [ ]         [ ]         [ ]          Overtime is excluded.

     i.      [ ]         [ ]         [ ]          Amounts paid for services
                                                  performed for a Related
                                                  Employer that does not execute
                                                  the Co-Sponsor Adoption Page
                                                  under this Agreement are
                                                  excluded.

     j.      [ ]         [ ]         [ ]          (Describe modifications to
                                                  Included Compensation):
                                                                          ------

     [Note: Unless otherwise provided under j., any exclusions selected under f.
     through j. above do not apply to Nonhighly Compensated Employees in
     determining allocations under the Permitted Disparity Method under Part 4C,
     #21.b. of this Agreement or for purposes of applying the Safe Harbor 401(k)
     Plan provisions under Part 4E of this Agreement.]

[ ] 11. Special rules.

     [ ]  a. Highly Compensated Employees only. For all purposes under the Plan,
             the modifications to Included Compensation elected in #10.f.
             through #l0.j. above will apply only to Highly Compensated
             Employees.

     [ ]  b. Measurement period (see the operating rules under Section 2.2(c)(3)
             of the BPD). Instead of the Plan Year, Included Compensation is
             determined on the basis of the period elected under (1) or (2)
             below.

             [ ]  (1) The calendar year ending in the Plan Year.

             [ ]  (2) The 12-month period ending on       which ends during
                                                    -----
                      the Plan Year.

             [Note: If this selection b. is checked, Included Compensation
             will be determined on the basis of the period designated in (1) or
             (2) for all contribution types. If this selection b. is not
             checked, Included Compensation is based on the Plan Year. See
             Part 4 for the ability to use partial year Included Compensation.]

             [Practitioner Tip: If #11.b is checked, it is recommended that
             the Limitation Year for purposes of applying the Annual Additions
             Limitation under Code (S)415 correspond to the period used to
             determine Included Compensation. This modification to the
             Limitation Year may be made in Part 13, #69.a. of this Agreement.]

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(C) Copyright 2001 SunTrust Bank       4

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--------------------------------------------------------------------------------
                       Part 4A - Section 401(k) Deferrals
--------------------------------------------------------------------------------

                         (See Section 2.3(a) of the BPD)

[X]  Check this selection and complete the applicable sections of this Part 4A
     to allow for Section 401(k) Deferrals under the Plan.

[X] 12. Section 401(k) Deferral limit. 20% of Included Compensation. [If this
     #12 is not checked, the Code (S)402(g) deferral limit described in Section
     17.1 of the BPD and the Annual Additions Limitation under Article V of the
     BPD still apply.]

     [X]  a. Applicable period. The limitation selected under #12 applies with
             respect to Included Compensation earned during:

             [X] (1) the Plan Year.

             [ ] (2) the portion of the Plan Year in which the Employee is an
                     Eligible Participant.

             [ ] (3) each separate payroll period during which the Employee is
                     an Eligible Participant.

             [Note: If Part 3, #11.b. is checked, any period selected under this
             a. will be determined as if the Plan Year were the period
             designated under Part 3, #11.b. See Section 2.2(c)(3) of the BPD.]

     [ ]  b. Limit applicable only to Highly Compensated Employees. [If this b.
             is not checked, any limitation selected under #12 applies to all
             Eligible Participants.]

             [ ] (1) The limitation selected under #12 applies only to Highly
                     Compensated Employees.

             [ ] (2) The limitation selected under #12 applies only to Nonhighly
                     Compensated Employees. Highly Compensated Employees may
                     defer up to    % of Included Compensation (as determined
                                 ---
                     under a. above). [The percentage inserted in this (2) for
                     Highly Compensated Employees must be lower than the
                     percentage inserted in #12 for Nonhighly Compensated
                     Employees.]

[X] 13. Minimum deferral rate: [If this #13 is not checked, no minimum deferral
        rate applies to Section 401(k) Deferrals under the Plan.]

        [X]  a. 1% of Included Compensation for a payroll period.

        [ ]  b. $     for a payroll period.
                  ---

[ ] 14. Automatic deferral election. (See Section 2.3(a)(2) of the BPD.) An
        Eligible Participant will automatically defer    % of Included
                                                      ---
        Compensation for each payroll period, unless the Eligible Participant
        makes a contrary Salary Reduction Agreement election on or after     .
                                                                         ----
        This automatic deferral election will apply to:

        [ ] a. all Eligible Participants.

        [ ] b. only those Employees who become Eligible Participants on or after
               the following date:
                                   --------------------------------------------

[ ] 15. Effective Date. If this Plan is being adopted as a new 401(k) plan or
        to add a 401(k) feature to an existing plan, Eligible Participants may
        begin making Section 401(k) Deferrals as of:
                                                    -----

--------------------------------------------------------------------------------
                    Part 4B - Employer Matching Contributions
--------------------------------------------------------------------------------

                    (See Sections 2.3(b) and (c) of the BPD)

[ ]  Check this selection and complete this Part 4B to allow for Employer
     Matching Contributions. Each formula allows for Employer Matching
     Contributions to be allocated to Section 401(k) Deferrals and/or Employee
     After-Tax Contributions (referred to as "applicable contributions"). If a
     matching formula applies to both types of contributions, such contributions
     are aggregated to determine the Employer Matching Contribution allocated
     under the formula. If any formula applies to Employee After-Tax
     Contributions, Part 4D must be completed. [Note: Do not check this
     selection if the only Employer Matching Contributions authorized under the
     Plan are Safe Harbor Matching Contributions. Instead, complete the
     applicable elections under Part 4E of this Agreement. If a "regular"
     Employer Matching Contribution will be made in addition to a Safe Harbor
     Matching Contribution, complete this Part 4B for the "regular" Employer
     Matching Contribution and Part 4E for the Safe Harbor Matching
     Contribution. To avoid ACP Testing with respect to any "regular" Employer
     Matching Contributions, such contributions may not be based on applicable
     contributions in excess of 6% of Included Compensation and any
     discretionary "regular" Employer Matching Contributions may not exceed 4%
     of Included Compensation.]

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(C) Copyright 2001 SunTrust Bank       5

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16.  Employer Matching Contribution formula(s): [See the operating rules under
     #17 below.]

             (1)         (2)
          (S)401(k)   Employee
          Deferrals   After-Tax
          ---------   ---------
     a.      [ ]         [ ]      Fixed matching contribution.    % of each
                                                               ---
                                  Eligible Participant's applicable
                                  contributions. The Employer Matching
                                  Contribution does not apply to applicable
                                  contributions that exceed:

                                  [ ] (a)    % of Included Compensation.
                                          ---

                                  [ ] (b) $   .
                                           ---

                                  [Note: If neither (a) nor (b) is checked, all
                                  applicable contributions are eligible for the
                                  Employer Matching Contribution under this
                                  formula.]

     b.      [ ]         [ ]      Discretionary matching contribution. A
                                  uniform percentage, as determined by the
                                  Employer, of each Eligible Participant's
                                  applicable contributions.

                                  [ ] (a) The Employer Matching Contribution
                                          allocated to any Eligible Participant
                                          may not exceed    % of Included
                                                         ---
                                          Compensation.

                                  [ ] (b) The Employer Matching Contribution
                                          will apply only to a Participant's
                                          applicable contributions that do not
                                          exceed:

                                          [ ]  1.    % of Included Compensation.
                                                  ---

                                          [ ]  2. $   .
                                                   ---

                                          [ ]  3. a dollar amount or percentage
                                                  of Included Compensation that
                                                  is uniformly determined by the
                                                  Employer for all Eligible
                                                  Participants.

                                          [Note: If none of the selections 1. -
                                          3. is checked, all applicable
                                          contributions are eligible for the
                                          Employer Matching Contribution under
                                          this formula.]

        c.   [ ]         [ ]      Tiered matching contribution. A uniform
                                  percentage of each tier of each Eligible
                                  Participant's applicable contributions,
                                  determined as follows:

                                                 Tiers of            Matching
                                              contributions         percentage
                                          --------------------      ----------
                                           (indicate $ or %)

                                          (a) First                (b)
                                                    ----------         ---------
                                          (c) Next                 (d)
                                                    ----------         ---------
                                          (e) Next                 (f)
                                                    ----------         ---------
                                          (g) Next                 (h)
                                                    ----------         ---------

                                          [Note: Fill in only percentages or
                                          dollar amounts, but not both. If
                                          percentages are used, each tier
                                          represents the amount of the
                                          Participant's applicable contributions
                                          that equals the specified percentage
                                          of the Participant's Included
                                          Compensation.]

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(C) Copyright 2001 SunTrust Bank       6

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     d.      [ ]         [ ]      Discretionary tiered matching contribution.
                                  The Employer will determine a matching
                                  percentage for each tier of each Eligible
                                  Participant's applicable contributions. Tiers
                                  are determined in increments of:

                                                  Tiers of contributions
                                                  ----------------------
                                                   (indicate $ or %)

                                               (a)  First
                                                          --------------
                                               (b)  Next
                                                          --------------
                                               (c)  Next
                                                          --------------
                                               (d)  Next
                                                          --------------

                                          [Note: Fill in only percentages or
                                          dollar amounts, but not both. If
                                          percentages are used, each tier
                                          represents the amount of the
                                          Participant's applicable contributions
                                          that equals the specified percentage
                                          of the Participant's Included
                                          Compensation.]

     e.      [ ]         [ ]      Year of Service matching contribution. A
                                  uniform percentage of cash Eligible
                                  Participant's applicable contributions based
                                  on Years of Service with the Employer,
                                  determined as follows:

                                     Years of Service   Matching Percentage
                                     ----------------   -------------------
                                  (a)                   (b)                 %
                                       --------------        --------------
                                  (c)                   (d)                 %
                                       --------------        --------------
                                  (e)                   (f)                 %
                                       --------------        --------------

                                  [ ]  1. In applying the Year of Service
                                          matching contribution formula, a
                                          Year of Service is: [If not checked,
                                          a Year of Service is 1,000 Hours of
                                          Service during the Plan Year.]

                                          [ ]  a. as defined for purposes of
                                                  eligibility under Part 7.

                                          [ ]  b. as defined for purposes of
                                                  vesting under Part 7.

                                  [ ]  2. Special limits on Employer Matching
                                          Contributions under the Year of
                                          Service formula:

                                          [ ]  a. The Employer Matching
                                                  Contribution allocated to
                                                  any Eligible Participant
                                                  may not exceed     % of
                                                                 ----
                                                  Included Compensation.

                                          [ ]  b. The Employer Matching
                                                  Contribution will apply
                                                  only to a Participant's
                                                  applicable contributions
                                                  that do not exceed:

                                                  [ ]  (1)    % of Included
                                                           ---
                                                          Compensation.

                                                  [ ]  (2) $    .
                                                            ----

     f.      [ ]         [ ]      Net Profits. Any Employer Matching
                                  Contributions made in accordance with the
                                  elections under this #16 are limited to Net
                                  Profits. [If this f. is checked, also select
                                  (a) or (b) below.]

                                  [ ]  (a)  Default definition of Net Profits.
                                            For purposes of this selection e.,
                                            Net Profits is defined in
                                            accordance with Section 2.2(a)(2)
                                            of the BPD

                                  [ ]  (b)  Modified definition of Net Profits.
                                            For purposes of this selection f.,
                                            Net Profits is defined as
                                            follows:
                                                     ----------

                                            [Note: Any definition of Net
                                            Profits under this (b) must be
                                            described in a manner that
                                            precludes Employer discretion and
                                            must satisfy the nondiscrimination
                                            requirements of (S)1.401(a)(4) of
                                            the regulations and must apply
                                            uniformly to all Participants.]

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(C) Copyrights 2001 SunTrust Bank      7

<PAGE>

17.  Operating rules for applying the matching contribution formulas:

     a.   Applicable contributions taken into account: (See Section 2.3(b)(3) of
          the BPD.) The matching contribution formula(s) elected in #16. above
          (and any limitations on the amount of a Participant's applicable
          contributions considered under such formula(s)) are applied separately
          for each:

          [ ] (1) Plan Year.        [ ] (2) Plan Year quarter.

          [ ] (3) calendar month.   [ ] (4) payroll period.

          [Note: If Part 3, #11.b. is checked, the period selected under
          this a. (to the extent such period refers to the Plan Year) will
          be determined as if the Plan Year were the period designated
          under Part 3, #11.b. See Section 2.2(c)(3) of the BPD.]

     b.   Special rule for partial period of participation. If an Employee is an
          Eligible Participant for only part of the period designated in a.
          above, Included Compensation is taken into account for:

          [ ]  (1) the entire period, including the portion of the period
                   during which the Employee is not an Eligible Participant.

          [ ]  (2) the portion of the period in which the Employee is an
                   Eligible Participant.

          [ ]  (3) the portion of the period during which the Employee's
                   election to make the applicable contributions is in effect.

[ ] 18. Qualified Matching Contributions (QMACs): [Note: Regardless of any
     elections under this #18 the Employer may make a QMAC to the Plan to
     correct a failed ADP or ACP Test, as authorized under Sections 17_(d)(2)
     and 17.3(d)(2) of the BPD. Any QMAC allocated to correct the ADP or ACP
     Test which is not specifically authorized under this #18 will be allocated
     to all Eligible Participants who are Nonhighly Compensated Employees as a
     uniform percentage of Section 401(k) Deferrals made during the Plan Year.
     See Section 2.3(c) of the BPD.]

     [ ]  a. All Employer Matching Contributions are designated as QMACs.

     [ ]  b. Only Employer Matching Contributions described in selection(s)
                  under #16 above are designated as QMACs.
             ----
     [ ]  c. In addition to any Employer Matching Contribution provided
             under #16 above, the Employer may make a discretionary QMAC
             that is allocated equally as a percentage of Section 401(k)
             Deferrals made during the Plan Year. The Employer may
             allocate QMACs only on Section 401(k) Deferrals that do not
             exceed a specific dollar amount or a percentage of
             Included Compensation that is uniformly determined by the
             Employer. QMACs will be allocated to:

             [ ]  (1) Eligible Participants who are Nonhighly Compensated
                      Employees.

             [ ]  (2) all Eligible Participants.

19.  Allocation conditions. An Eligible Participant must satisfy the following
     allocation conditions for an Employer Matching Contribution: [Check a. or
     b. or any combination of c. - f. Selection e. may not be checked if b.
     or d. is checked Selection g. and/or h. may be checked in addition to b.
     - f.]

     [ ]  a. None.

     [ ]  b. Safe harbor allocation condition. An Employee must be employed
             by the Employer on the last day of the Plan Year OR must have
             more than    (not more than 500) Hours of Service for the Plan
                       ---
             Year.

     [ ]  c. Last day of employment condition. An Employee must be employed
             with the Employer on the last day of the Plan Year.

     [ ]  d. Hours of Service condition. An Employee must be credited with
             at least    Hours of Service (may not exceed 1,000) during
                      ---
             the Plan Year.

     [ ]  e. Elapsed Time Method. (See Section 2.6(d) of the BPD.)

             [ ]  (1) Safe harbor allocation condition. An Employee must be
                      employed by the Employer on the last day of the Plan
                      Year OR must have more than      (not more
                                                  ----
                      than 91) consecutive five days of employment with the
                      Employer during the Plan Year.

             [ ]  (2) Service condition. An Employee must have more than
                      more than      (not more than 182) consecutive days of
                                ----
                      employment with the Employer during the Plan Year.

     [ ]  f. Distribution restriction. An Employee must not have taken a
             distribution of the applicable contributions eligible for an
             Employer Matching Contribution prior to the end of the period
             for which the Employer Matching Contribution is being made
             (as defined in #17.a. above). See Section 2.6(c) of the EPD.

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     [ ] g.  Application to a specified period. In applying the allocation
             condition(s) designated under b. through e. above, the allocation
             condition(s) will be based on the period designated under #17.a.
             above. In applying an Hours of Service condition under d. above,
             the following method will be used: [This g. should be checked only
             if a period other than the Plan Year is selected under #17.a.above.
             Selection (1) or (2) must be selected only if d. above is also
             checked.]

             [ ]  (1) Fractional method (see Section 2.6(e)(2)(i) of the BPD).

             [ ]  (2) Period-by-period method (see Section 2.6(c)(2)(ii) of the
                      BPD).

             [Practitioner Note: If this g, is not checked, any allocation
             condition(s) selected under b through e. above will apply with
             respect to the Plan Year, regardless of the period selected under
             #17.a. above See Section 2.6(e) of the BPD for procedural rules for
             applying allocation conditions for a period over than the Plan
             Year.]

     [ ]  h. The above allocation condition(s) will not apply if:

             [ ]  (1) the Participant dies during the Plan Year.

             [ ]  (2) the Participant is Disabled.

             [ ]  (3) the Participant, by the end of the Plan Year, has reached:

                      [ ]  (a) Normal Retirement Age.

                      [ ]  (b) Early Retirement Age.

--------------------------------------------------------------------------------
                  Part 4C - Employer Nonelective Contributions
--------------------------------------------------------------------------------

                    (See Sections 2.3(d) and (c) of the BPD)

[X]       Check this selection and complete this Part 4C to allow for Employer
          Nonelective Contributions. [Note: Do not check this selection if the
          only Employer Nonelective Contributions authorized under the Plan are
          ______ Harbor Nonelective Contributions. Instead, complete the
          applicable elections under Part 4E of this Agreement.]

[X]  20.  Employer Nonelective Contribution (other than QNECs):

     [X]  a. Discretionary. Discretionary with the Employer.

     [ ]  b. Fixed uniform percentage.   % of each Eligible Participant's
                                       --
             Included Compensation.

     [ ]  c. Uniform dollar amount.

             [ ] (1) A uniform discretionary dollar amount for each Eligible
                     Participant.

             [ ] (2) $    for each Eligible Participant.
                       --

     [ ] d.  Davis-Bacon Contribution Formula. (See Section 2.2(a)(1) of the BPD
             for rules regarding the application of the Davis-Bacon Contribution
             Formula.) The Employer will make a contribution for each Eligible
             Participant's Davis-Bacon Act Service based on the hourly
             contribution rate for the Participant's employment classification,
             as designated under Schedule A of this Agreement. The contributions
             under this formula will be allocated under the Pro Rata Allocation
             Formula under #21.a. below, but based on the amounts designated in
             Schedule A as attached to this Agreement. [If this d. is selected,
             #21.a. below also must be selected.]

             [ ] (1) The contributions under the Davis-Bacon Contribution
                     Formula will offset the following contributions under the
                     Plan: [Check (a) and/or (b). If this (1) is not checked,
                     contributions under the Davis Bacon Contribution Formula
                     will not offset any other Employer Contributions under the
                     Plan.]

                     [ ] (a) Employer Nonelective Contributions

                     [ ] (b) Employer Matching Contributions

             [ ] (2) The default provisions under Section 2.2(a) (1) are
                     modified as follows:
                                          -------

                     [Note: Any modification to the default provisions under (2)
                     must satisfy the nondiscrimination requirements under
                     (S)1.401(a)(4) of the regulations. Any modification under
                     (2) will not allow the offset of any contributions to any
                     other Plan.]

     [ ]  e. Net Profits. Check this e. if the contribution selected above is
             limited to Net Profits. [If this e. is checked, also select (1) or
             (2) below.]

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             [ ] (1) Default definition of Net Profits. For purposes of this
                     subsection e., Net Profits is defined in accordance with
                     Section 2.2(a)(2) of the BPD.

             [ ] (2) Modified definition of Net Profits. For purposes of this
                     subsection e., Net Profit is defined as
                     follows:
                             ------------------------------------------

                     [Note: Any definition of Net Profits under this (2)
                     must be described in a manner that precludes Employer
                     discretion, must satisfy the nondiscrimination
                     requirements of (S)1.40 (a)(4) of the regulations, and
                     must apply uniformly to all Participants.]

[X]  21.  Allocation formula for Employer Nonelective Contributions (other than
          QNECs): (See Section 2.3(d) of the BPD.)

     [X] a.  Pro Rata Allocation Method. The allocation for each Eligible
             Participant is a uniform percentage of Included Compensation (or a
             uniform dollar amount if #20.c. is selected above).

     [ ] b.  Permitted Disparity Method. The allocation for each Eligible
             Participant is determined under the following formula: [Selection
             #20.a. above must also be checked.]

             [ ] (1) Two-Step Formula.

             [ ] (2) Four-Step Formula.

     [ ] c.  Uniform points allocation. The allocation for each Eligible
             Participant is determined based on the Eligible Participant's
             points. Each Eligible Participant's allocation shall bear the same
             relationship to the Employer Contribution as his/her total points
             bears to all points awarded. An Eligible Participant will receive:
             [Check (1) and/or (2). Selection (3) may be checked in addition to
             (1) and (2). Selection #20.a. above also must be checked.]

             [ ] (1)        points for each       year(s) of age (attained
                     ------                 -----
                     as of the end of the Plan Year)

             [ ] (2)        points for each       Year(s) of Service,
                     ------                 -----
                     determined as follows: [Check(a) or (b) Selection (c) may
                     be checked in addition to (a) or (b).]

                     [ ] (a) In the same manner as determined for
                             eligibility.

                     [ ] (b) In the same manner as determined for vesting

                     [ ] (e) Points will not be provided with respect to
                             Years of Service in excess of     .
                                                           ----

             [ ] (3)     points for each $      (not to exceed $200) of
                     ----                  ----
                     Included Compensation.

     [ ] d.  Allocation based on service. The Employer Nonelective Contribution
             will be allocated in each Eligible Participant as: [Check (1) or
            (2). Also check (a), (b), and/or (c), Selection (3) may be checked
             in addition to (1) or (2).]

             [ ] (1) a uniform dollar amount [ ] (2) a uniform percentage of
                     Included Compensation for the following periods of service:

                     [ ] (a) Each Hour of Service.

                     [ ] (b) Each week of employment.

                     [ ] (c) (Describe period)
                                               --------------------------

             [ ] (3) The contribution is subject to the following minimum and/or
                     maximum benefit limitations:
                                                  ------------------

             [Practitioner Note. If#20.b. or #20.c. is checked, the selection in
             (1) or (2) must conform to the selection made in #20.b. or #20.c.
             Thus, if #20.b. is checked along with this subsection d., the
             allocation must be a uniform percentage of Included Compensation
             under (2). If #20.c. is checked along with this subsection d. the
             allocation must be a uniform dollar amount under (1).]

     [ ] e.  Top-heavy minimum contribution. In applying the Top-Heavy Plan
             requirements under Article 16 of the BPD, the top-heavy minimum
             contribution will be allocated to all Eligible Participants, in
             accordance with Section 16.2(a) of the BPD. [Note: If this e. is
             not checked, any top-heavy minimum contribution will be allocated
             only to Non-Key Employees, in accordance with Section 16.2(a) of
             the BPD.]

[X]  22.  Qualified Nonelective Contribution (QNEC). The Employer may make a
          discretionary QNEC that is allocated under the following method.
          [Note: Regardless of any elections under this #22, the Employer may
          make a QNEC to the Plan to correct a failed ADP or ACP Test, as
          authorized under Sections 17.2(d)(2) and 17.3(d)(2) of the BPD Any
          QNEC allocated to correct the ADP or ACP Test which is not
          specifically authorized under this #22 will be allocated as a uniform
          percentage of Included Compensation to all Eligible Participants who
          are Nonhighly Compensated Employees. See Section 2.3(e) of the BPD.]

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     [X]  a. Pro Rata Allocation Method. (See Section 2.3(e)(1) of the BPD.) The
             QNEC will be allocated as a uniform percentage of Included
             Compensation to:

             [X] (1) all Eligible Participants who are Nonhighly Compensated
                     Employees.

             [ ] (2) all Eligible Participants.

     [ ] b.  Bottom-up QNEC method. The QNEC will be allocated to Eligible
             Participants who are Nonhighly Compensated Employees in
             reverse order of Included Compensation. (See Section 2.3(e)(2)
              of the BPD.)

     [ ] c.  Application of allocation conditions. If this c. is checked,
             QNECs will be allocated only to Eligible Participants who have
             satisfied the allocation conditions under #24 below. [If this
             c. is not checked, QNECs will be allocated without regard to
             the allocation conditions under #24 below.]

23.  Operating rules for determining amount of Employer Nonelective
     Contributions.

     a.      Special rules regarding Included Compensation.

             (1)  Applicable period for determining Included Compensation. In
                  determining the amount of Employer Nonelective Contributions
                  to be allocated to an Eligible Participant under this Part
                  4C, Included Compensation is determined separately for each:
                  [If #21.b. above is checked, the Plan Year must be selected
                  under (a) below.]

                  [X]  (a) Plan Year.        [ ] (b) Plan Year quarter.

                  [ ]  (c) calendar month.   [ ] (d) payroll period.

                  [Note: If Part 3, #11.b. is checked, the period selected under
                  this (1) (to the extent such period refers to the Plan Year)
                  will be determined as if the Plan Year were the period
                  designated under Part 3, #11.b. See Section 2.2(c)(3) of the
                  BPD.]

     [ ]     (2)  Special rule for partial period of participation. If an
                  Employee is an Eligible Participant for only part of the
                  period designated under (1) above, Included Compensation is
                  taken into account for the entire period, including the
                  portion of the period during which the Employee is not an
                  Eligible Participant. [If this selection (2) is not checked,
                  Included Compensation is taken into account only for the
                  portion of the period during which the Employee is an Eligible
                  Participant.]

     [ ] b.  Special rules for applying the Permitted Disparity Method.
             [Complete this b. only if #21.b. above is also checked.]

             [ ] (1)  Application of Four-Step Formula for Top-Heavy Plans. If
                      this (1) is checked, the Four-Step Formula applies instead
                      of the Two-Step Formula for any Plan Year in which the
                      Plan is a Top Heavy Plan. [This (1) may only be checked if
                      #21.b.(1) above is also checked.]

             [ ] (2)  Excess Compensation under the Permitted Disparity Method
                      is the amount of Included Compensation that exceeds: [If
                      this selection (2) is not checked, Excess Compensation
                      under the Permitted Disparity Method is the amount of
                      Included Compensation that exceeds the Taxable Wage Base.]

                      [ ] (a)    % (may not exceed 100%) of the Taxable
                               ---
                               Wage Base.

                               [ ] 1.  The amount determined under (a) is not
                                       rounded.

                               [ ] 2.  The amount determined under (a) is
                                       rounded (but not above the Taxable Wage
                                       Base) to the next higher.

                                       [ ] a. $1.

                                       [ ] b. $100.

                                       [ ] c. $1,000.

                      [ ] (b)                                 (may not exceed
                               -------------------------------
                               the Taxable Wage Base).

                      [Note: The maximum integration percentage of 5.7% must be
                      reduced to (i) 5.4% if Excess Compensation is based on an
                      amount that is greater than 80% but less than 100% of the
                      Taxable Wage Base or (ii) 4.3% if Excess Compensation is
                      based on an amount that is greater than 20% but less than
                      or equal to 80% of the Taxable Wage Base. See Section
                      2.2(b)(2) of the BPD.)

24.  Allocation conditions. An Eligible Participant must satisfy the following
     allocation conditions for an Employer Nonelective Contribution: [Check a.
     or b. or any combination of c. - e. Selection e. may not be checked if  b.
     or d. is checked. Selection f. and/or g. may be checked in addition to b.
     -e.]

     [ ] a.  None.

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     [ ] b.  Safe harbor allocation condition. An Employee must be employed by
             the Employer on the last day of the Plan Year OR must have more
             than      (not more than 500) Hours of Service for the Plan Year.
                  ----

     [X] c.  Last day of employment condition. An Employee must be employed with
             the Employer on the last day of the Plan Year.

     [X] d.  Hours of Service condition. An Employee must be credited with at
             least 1000 Hours of Service (may not exceed 1,000) during the Plan
             Year.

     [ ] e.  Elapsed Time Method. (See Section 2.6(d) of the BPD.)

             [ ] (1)  Safe harbor allocation condition. An Employee must be
                      employed by the Employer on the last day of the Plan Year
                      OR must have more than     (not
                                             ---
                      more than 91) consecutive days of employment with
                      the Employer during the Plan Year.

             [ ] (2)  Service condition. An Employee must have more than
                          (not more than 182 consecutive days of
                      ---
                      employment with the Employer during the Plan Year.

     [ ] f.  Application to a specified period. In applying the allocation
             condition(s) designated under b. through e. above, the allocation
             condition(s) will be based on the period designated under #23.a.(1)
             above. In applying an Hours of Service condition under d. above,
             the following method will be used: [This f. should be checked only
             if a period other than the Plan Year is selected under #23.a.(1)
             above. Selection (1) or (2) must be selected only if d. above is
             also checked.]

             [ ] (1)  Fractional method (see Section 2.6(e)(2)(i) of the
                      BPD).

             [ ] (2)  Period-by-period method (see Section 2.6(e)(2)(ii)
                      of the BPD).

             [Practitioner Note. If this f. is not checked, any allocation
             condition(s) selected under b. through e. above will apply with
             respect to the Plan Year, regardless of the period selected under
             #23, a. (1) above. See Section 2.6(e) of the BPD for procedural
             rules for applying allocation conditions for a period other than
             the Plan Year.]

     [ ] g.  The above allocation condition(s) will not apply if:

             [ ] (1) the Participant dies during the Plan Year.

             [ ] (2) the Participant is Disabled.

             [ ] (3) the Participant, by the end of the Plan Year, has
                     reached:

                     [ ] (a) Normal Retirement Age.

                     [ ] (b) Early Retirement Age.

--------------------------------------------------------------------------------
                   Part 4D - Employee After-Tax Contributions
--------------------------------------------------------------------------------

                          (See Section 3.1 of the BPD)

[ ]  Check this selection to allow for Employee After-Tax Contributions. If
     Employee After-Tax Contributions will not be permitted under the Plan, do
     not check this selection and skip the remainder of this Part 4D. [Note: The
     eligibility conditions for making Employee After-Tax Contributions are
     listed in Part 1 of this Agreement under "(S) 401(k) Deferrals".]

[ ]25. Maximum.    % of Included Compensation for:
                ---

     [ ] a.  the entire Plan Year.

     [ ] b.  the portion of the Plan Year during which the Employee is an
              Eligible Participant.

     [ ] c.  each separate payroll period during which the Employee is an
             Eligible Participant.

     [Note: If this #25 is not checked, the only limit on Employee After-
     Tax Contributions is the Annual Additions Limitation under Article
     7 of the BPD. If Part 3, #11.b. is checked, any period selected under
     this #25 will be determined as if the Plan Year were the period
     designated under Part 3, #11. b. See Section 2.2(c)(3) of the BPD.]

[ ]26. Minimum. For any payroll period, no less than:

     [ ]  a.      % of Included Compensation.
              ---

     [ ]  b.   $    .
                 ---

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--------------------------------------------------------------------------------
                   Part 4E - Safe Harbor 401(k) Plan Election
--------------------------------------------------------------------------------

                          (See Section 17.6 of the BPD)

[X]  Check this selection and complete this Part 4E if the Plan is designed to
     be a Safe Harbor 401(k) Plan.

[X]  27.  Safe Harbor Matching Contribution: The Employer will make an Employer
          Matching Contribution with respect to an Eligible Participant's
          Section 401(k) Deferrals and/or Employee After-Tax Contributions
          ("applicable contributions") under the following formula: [Complete
          selection a. or b. In addition, complete selection c. Selection d.
          may be checked in addition to a. or b. and c.]

          [X]  a.   Basic formula: 100% of applicable contributions up to the
                    first 3% of Included Compensation, plus 50% of applicable
                    contributions up to the next 2% of Included Compensation.

          [ ]  b.   Enhanced formula:

                    [ ]  (1)     % (not less than 100%) of applicable
                              ---
                              contributions up to    % of Included Compensation
                                                  ---
                              (not less than 4% and not more than 6%).

                    [ ]  (2)  The sum of: [The contributions under this (2) must
                              not be less than the contributions that would be
                              calculated under a. at each level of applicable
                              contributions.]

                              [ ]  (a)     % of applicable contributions up to
                                        ---
                                        the first (b)    % of Included
                                                      ---
                                        Compensation, plus

                              [ ]  (c)     % of applicable contributions up to
                                        ---
                                        the next (d)    % of Included
                                                     ---
                                        Compensation.

                              [Note: The percentage in (c) may not be greater
                              than the percentage in (a). In addition, the sum
                              of the percentages in (b) and (d) may not exceed
                              6%.]

               c.   Applicable contributions taken into account: (See Section
                    17.6(a)(1)(i) of the BPD.) The Safe Harbor Matching
                    Contribution formula elected in a. or b. above (and any
                    limitations on the amount of a Participant's applicable
                    contributions considered under such formula(s)) are applied
                    separately for each:

                    [ ]  (1)  Plan Year.        [ ]  (2) Plan Year quarter.

                    [ ]  (3)  calendar month.   [X]  (4) payroll period.

                    [Note: If Part 3, #11.b, is checked, any period selected
                    under this #25 will be determined as if the Plan Year were
                    the period designated under Part 3, #11.b. See Section
                    2.2(c)(3) of the BPD.]

          [ ]  d.   Definition of applicable contributions. Check this d. if the
                    Plan permits Employee After-Tax Contributions but the Safe
                    Harbor Matching Contribution formula selected under a. or b.
                    above does not apply to such Employee After-Tax
                    Contributions.

[ ]  28.  Safe Harbor Nonelective Contribution:    % (no less than 3%) of
                                                ---
          Included Compensation.

          [ ]  a.   Check this selection if the Employer will make this Safe
                    Harbor Nonelective Contribution pursuant to a supplemental
                    notice as described in Section 17.6(a)(1)(ii) of the BPD.
                    If this a. is checked the Safe Harbor Nonelective
                    Contribution will be required only for a Plan Year for which
                    the appropriate supplemental notice is provided. For any
                    Plan Year in which the supplemental notice is not provided,
                    the Plan is not a Safe Harbor 401(k) Plan.

          [ ]  b.   Check this selection to provide the Employer with the
                    discretion to increase the above percentage to a higher
                    percentage.

          [ ]  c.   Check this selection if the Safe Harbor Nonelective
                    Contribution will be made under another plan maintained by
                    the Employer and identify the plan:

                    ------------------------------------------------------------

          [ ]  d.   Check this d. if the Safe Harbor Nonelective Contribution
                    offsets the allocation that wou1d otherwise be made to the
                    Participant under Part 4C, #21 above. If the Permitted
                    Disparity Method is elected under Part 4C, #21.b., this
                    offset applies only to the second step of the Two-Step
                    Formula or the fourth step of the Four-Step Formula, as
                    applicable.

[ ]  29.  Special rule for partial period of participation. If an Employee is an
          Eligible Participant for only part of a Plan Year, Included
          Compensation is taken into account for the entire Plan Year, including
          the portion of the Plan Year during which the Employee is not an
          Eligible Participant. [1f this #29 is not checked, Included
          Compensation is taken into account only for the portion of the Plan
          Year in which the Employee is an Eligible Participant.]

30.       Eligible Participant. For purposes of the Safe Harbor
          Contributions elected above, "Eligible Participant" means: [Check
          a., b. or c. Selection d. may be checked in addition to a., b, or
          c.]

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          [X]  a.   All Eligible participants (as determined for Section 401(k)
                    Deferrals).

          [ ]  b.   All Nonhighly Compensated Employees who are Eligible
                    Participants (as determined for Section 401(k) Deferrals).

          [ ]  c.   All Nonhighly Compensated Employees who are Eligible
                    Participants (as determined for Section 401(k) Deferrals)
                    and all Highly Compensated Employees who are Eligible
                    Participants (as determined for Section 401(k) Deferrals)
                    but who are not Key Employees.

          [ ]  d.   Check this d. if the selection under a., b, or c., as
                    applicable, applies only to Employees who would be
                    Eligible Participants for any portion of the Plan Year if
                    the eligibility conditions selected for Section 401(k)
                    Deferrals in Part 1, #5 of this Agreement were one Year of
                    Service and age 21. (See Section 1_6(a)(1) of the BPD.)

--------------------------------------------------------------------------------
                     Part 4F - Special 401(k) Plan Elections
--------------------------------------------------------------------------------

                           (See Article 17 of the BPD)

31.       ADP/ACP testing method. In performing the ADP and ACP tests, the
          Employer will use the following method: (See Sections 17.2 and 17.3
          of the BPD for an explanation of the ADP/ACP testing methods.)

          [ ]  a.   Prior Year Testing Method.

          [X]  b.   Current Year Testing Method.

          [Practitioner Note: If this Plan is intended to be a Safe-Harbor
          401(k) Plan under Part 4E above, the Current Year Testing Method must
          be elected under b. See Section 17.6 of the BPD.]

[ ]  32.  First Plan Year for Section 401(k) Deferrals. (See Section 17.2(b) of
          the BPD.) Check this selection if this Agreement covers the first
          Plan Year that the Plan permits Section 401(k) Deferrals. The ADP for
          the Nonhighly Compensated Employee Group for such first Plan Year
          is determined under the following method:

          [ ]  a.   the Prior Year Testing Method, assuming a 3% deferral
                    percentage for the Nonhighly Compensated Employee Group.

          [ ]  b.   the Current Year Testing Method using the actual deferral
                    percentages of the Nonhighly Compensated Employee Group.

[ ]33.    First Plan Year for Employer Matching Contributions or Employee
          After-Tax Contributions, (See Section 17.3(b) of the BPD.) Check this
          selection if this Agreement covers the first Plan Year that the Plan
          includes either an Employer Matching Contribution formula or permits
          Employee After-Tax Contributions. The ACP for the Nonhighly
          Compensated Employee Group for such first Plan Year is determined
          under the following method:

          [ ]  a.   the Prior Year Testing Method, assuming a 3% contribution
                    percentage for the Nonhighly Compensated Employee Group.

          [ ]  b.   the Current Year Testing Method using the actual
                    contribution percentages of the Nonhighly Compensated
                    Employee Group.

--------------------------------------------------------------------------------
                            Part 5 - Retirement Ages
--------------------------------------------------------------------------------

                   (See Sections 22.57 and 22.126 of the BPD)

34.       Normal Retirement Age:

          [X]  a.   Age 65 (not to exceed 65).

          [ ]  b.   The later of (1) age    (not to exceed 65) or (2) the
                                         --                               --
                    (not to exceed 5th) anniversary if the date the Employee
                    commenced participation in the Plan.

          [ ]  c.                    (may not be later than the maximum age
                    ----------------
                    permitted under b.)

35.       Early Retirement Age: [Check a. or check b. and/or c.

          [X]  a.   Not applicable.

          [ ]  b.   Age   .
                       ---

          [ ]  c.   Completion of     Years of Service, determined as follows:
                                  ---

                    [ ]  (1)  Same as for eligibility.

                    [ ]  (2)  Same as for vesting.

--------------------------------------------------------------------------------
(C) Copyright 2001 SunTrust Bank       14

<PAGE>

--------------------------------------------------------------------------------
                             Part 6 - Vesting Rules
--------------------------------------------------------------------------------

                           (See Article 4 of the BPD)

..         Complete this Part 6 only if the Employer has elected to make Employer
          Matching Contributions under Part 4B or Employer Nonelective
          Contributions under Part 4C Section 401(k) Deferrals, Employee After-
          Tax Contributions, QMACs, QNECs, Safe Harbor Contributions, and
          Rollover Contributions are always 100% vested. (See Section 4.2 of the
          BPD for the definitions of the various vesting schedules.)

36.       Normal vesting schedule: [Check one of a. - f. for those contributions
          the Employer elects to make under Part 4 of this Agreement.]

                  (1)         (2)
               Employer    Employer
                Match     Nonelective
               --------   -----------
          a.     [ ]          [X]    Full and immediate vesting

          b.     [ ]          [ ]    7-year graded vesting schedule.

          c.     [ ]          [ ]    6-year graded vesting schedule.

          d.     [ ]          [ ]    5-year cliff vesting schedule.

          e.     [ ]          [ ]    3-year cliff vesting schedule.

          f.     [ ]          [ ]    Modified vesting schedule:


                                     (1)             % after 1 Year of Service
                                         ------------
                                     (2)             % after 2 Years of Service
                                         ------------
                                     (3)             % after 3 Years of Service
                                         ------------
                                     (4)             % after 4 Years of Service
                                         ------------
                                     (5)             % after 5 Years of Service
                                         ------------
                                     (6)             % after 6 Years of Service,
                                         ------------
                                                       and
                                     (7) 100% after 7 Years of Service.

                                     [Note: The percentages selected under the
                                     modified vesting schedule must not be
                                     less than the percentages that would be
                                     required under the 7-year graded vesting
                                     schedule, unless 100% vesting occurs after
                                     no more than 5 Years of Service.]

37.       Vesting schedule when Plan is top-heavy: [Check one of a. - d. for
          those contributions the Employer elects to make under Part 4 of this
          Agreement.]

                  (1)         (2)
               Employer    Employer
                Match     Nonelective
               --------   -----------
          a.     [ ]          [X]    Full and immediate vesting.

          b.     [ ]          [ ]    6-year graded vesting schedule.

          c.     [ ]          [ ]    3-year cliff vesting schedule.

          d.     [ ]          [ ]    Modified vesting schedule:

                                     (1)             % after 1 Year of Service
                                         ------------
                                     (2)             % after 2 Years of Service
                                         ------------
                                     (3)             % after 3 Years of Service
                                         ------------
                                     (4)             % after 4 Years of Service
                                         ------------
                                     (5)             % after 5 Years of Service,
                                         ------------
                                                       and
                                     (6) 100% after 6 Years of Service.

                                     [Note: The percentages selected under the
                                     modified vesting schedule must not be
                                     less than the percentages that would be
                                     required under the 6-year graded vesting
                                     schedule, unless 100% vesting occurs after
                                     no more than 3 Years of Service.]

--------------------------------------------------------------------------------
(C) Copyright 2001 SunTrust Bank       15

<PAGE>

[ ]38.    Service excluded under the above vesting schedule(s):

          [ ]  a.   Service before the original Effective Date of this Plan,
                    (See Section 4.5(b)(1) of the BPD for rules that require
                    service under a Predecessor Plan to be counted.)

          [ ]  b.   Years of Service completed before the Employee's
                                                                     -----
                    birthday (cannot exceed the 18th birthday).

[ ]39.    Special 100% vesting. An Employee's vesting percentage increases to
          100% if, while employed with the Employer, the Employee:

          [ ]  a.   dies.

          [ ]  b.   becomes Disabled (as defined in Section 22.53 of the BPD).

          [ ]  c.   reaches Early Retirement Age (as defined in Part 5, #35
                    above).


[ ]40.    Special vesting provisions:
                                      ------------------------------------------
          ---------------------------

          [Note: Any special vesting provision designated in #40 must satisfy
          the requirements of Code (S)4__(a) and must satisfy the
          nondiscrimination requirements under (S)1.401(a)(4) of the
          regulations.]

--------------------------------------------------------------------------------
                    Part 7 - Special Service Crediting Rules
--------------------------------------------------------------------------------

                           (See Article 6 of the BPD)

If no minimum service requirement applies under Part 1, #5 of this Agreement and
all contributions are 100% vested under Part 6, skip this Part 7.

..         Year of Service - Eligibility. 1,000 Hours of Service during an
          Eligibility Computation Period. Hours of Service are calculated using
          the Actual Hours Crediting Method. [To modify, complete #41 below.]

..         Eligibility Computation Period. If one Year of Service is required for
          eligibility, the Shift-to-Plan Year Method is used. If two Years of
          Service are required for eligibility, the Anniversary Year Method is
          used. [To modify, complete #42 below.]

..         Year of Service - Vesting. 1,000 Hours of Service during a Vesting
          Computation Period. Hours of Service are calculated using the Actual
          Hours Crediting Method. [To modify, complete #43 below.]

..         Vesting Computation Period. The Plan Year. [To modify, complete #44
          below.]

..         Break in Service Rules. The Rule of Parity Break in Service rule
          applies for both eligibility and vesting but the one-year holdout
          Break in Service rule is NOT used for eligibility or vesting. [To
          modify, complete #45 below.]

[ ]41.    Alternative definition of Year of Service for eligibility.

          [ ]  a.   A Year of Service is      Hours of Service (may not exceed
                                         ----
                    1,000) during an Eligibility Computation Period.

          [ ]  b.   Use the Equivalency Method (as defined in Section 6.5(a) of
                    the BPD) to count Hours of Service. If this b. is checked,
                    each Employee will be credited with 190 Hours of Service for
                    each calendar month for which the Employee completes at
                    least one Hour of Service, unless a different Equivalency
                    Method is selected under #46 below. The Equivalency Method
                    applies to:

                    [ ]  (1)  All Employees.

                    [ ]  (2)  Employees who are not paid on an hourly basis. For
                              hourly Employees, the Actual Hours Method will
                              be used.

          [ ]  c.   Use the Elapsed Time Method instead of counting Hours of
                    Service. (See Section 6.5(b) of the BPD.)

[ ]42.    Alternative method for determining Eligibility Computation Periods.
          (See Section 1.4(c) of the BPD.)

          [ ]  a.   One Year of Service eligibility. Eligibility Computation
                    Periods are determined using the Anniversary Year Method
                    instead of the Shift-to-Plan-Year Method.

          [ ]  b.   Two Years of Service eligibility. Eligibility Computation
                    Periods are determined using the Shift-to-Plan-Year Method
                    instead of the Anniversary Year Method.

--------------------------------------------------------------------------------
(C) Copyright 2001 SunTrust Bank       16

<PAGE>

[ ] 43.   Alternative definition of Year of Service for vesting.

          [ ]  a.   A Year of Service is         Hours of Service (may not
                                         -------
                    exceed 1,000) during a Vesting Computation Period.

          [ ]  b.   Use the Equivalency Method (as defined in Section 6.5(a) of
                    the BPD) to count Hours of Service. If this b, is checked,
                    each Employee will be credited with 190 Hours of Service for
                    each calendar month for which the Employee completes at
                    least one Hour of Service, unless a different Equivalency
                    Method is selected under #46 below. The Equivalency Method
                    applies to:

                    [ ]  (1)  All Employees.

                    [ ]  (2)  Employees who are not paid on an hourly basis. For
                              hourly Employees, the Actual Hours Method will
                              be used.

          [ ]  c.   Use the Elapsed Time Method instead of counting Hours of
                    Service. (See Section 6.5(b) of the BPD.)

[ ] 44.   Alternative method for determining Vesting Computation Periods.
          Instead of Plan Years, use:

          [ ]  a.   Anniversary Years. (See Section 4.4 of the BPD.)

          [ ]  b.   (Describe Vesting Computation Period);
                                                           ---------------------

                    ------------------------------------------------------------

                    [Practitioner Note: Any Vesting Computation Period described
                    in b. must be a 12-consecutive month period and must apply
                    uniformly to all Participants.]

[X] 45.   Break in Service rules.

          [X]  a.   The Rule of Parity Break in Service rule does not apply for
                    purposes of determining eligibility or vesting under the
                    Plan. [If this selection a. is not checked, the Rule of
                    Parity Break in Service Rule applies for purposes of
                    eligibility and vesting. (See Sections 1.6 and 4.6 of the
                    BPD.)]

          [ ]  b.   One-year holdout Break in Service rule.

                    [ ]  (1)  Applies to determine eligibility for. [Check one
                              or both.]

                              [ ]  (a)  Employer Contributions (other than
                                        Section 401(k) Deferrals).

                              [ ]  (b)  Section 401(k) Deferrals. (See Section
                                        1.6(c) of the BPD.)

                    [ ]  (2)  Applies to determine vesting. (See Section 4.6(a)
                              of the BPD.)

[ ]46.    Special rules for applying Equivalency Method. [This #46 may only be
          checked if #41.b. and/or #43.b.is checked above.]

          [ ]  a.   Alternative method. Instead of applying the Equivalency
                    Method on the basis of months worked, the following method
                    will apply. (See Section 6.5(a) of the BPD.)

                    [ ]  (1)  Daily method. Each Employee will be credited with
                              10 Hours of Service for each day worked.

                    [ ]  (2)  Weekly method. Each Employee will be credited with
                              45 Hours of Service for each week worked

                    [ ]  (3)  Semi-monthly method. Each Employee will be
                              credited with 95 Hours of Service for each semi-
                              monthly payroll period worked.

          [ ]  b.   Application of special rules. The alternative method elected
                    in a applies for purposes of [Check (1) and/or (2).]

                    [ ]  (1)  Eligibility.[Check this (1)only if #41.b. is
                              checked above.]

                    [ ]  (2)  Vesting. [Check this (2) only if #43.b. is checked
                              above.]

--------------------------------------------------------------------------------
(C) Copyright 2001 SunTrust Bank       17

<PAGE>

--------------------------------------------------------------------------------
                       Part 8 - Allocation of Forfeitures
--------------------------------------------------------------------------------

                           (See Article 5 of the BPD)

[X]       Check this selection if ALL contributions under the Plan are 100%
          vested and skip this Part 8. (See Section 5.5 of the BPD for the
          default forfeiture rules if no forfeiture allocation method is
          selected under this Part 8.)

47.       Timing of forfeiture allocations:

                  (1)         (2)
               Employer     Employer
                 Match    Nonelective
               --------   -----------
          a.      [ ]         [ ]    In the same Plan Year in which the
                                     forfeitures occur.

          b.      [ ]         [ ]    In the Plan Year following the Plan Year in
                                     which the forfeitures occur.

48.       Method of allocating forfeitures: (See the operating rules in Section
          5.5 of the BPD.)

                  (1)         (2)
               Employer     Employer
                 Match    Nonelective
               --------   -----------
          a.      [ ]         [ ]    Reallocate as additional Employer
                                     Nonelective Contributions using the
                                     allocation method specified in Part 4C, #21
                                     of this Agreement. If no allocation method
                                     is specified, use the Pro Rata Allocation
                                     Method under Part 4C, #21.a. of this
                                     Agreement.

          b.      [ ]         [ ]    Reallocate as additional Employer Matching
                                     Contributions using the discretionary
                                     allocation method in Part 4B, #16.b. of
                                     this Agreement.

          c.      [ ]         [ ]    Reduce the: [Check one or both.]

                                     [ ]  (a)  Employer Matching Contributions

                                     [ ]  (b)  Employer Nonelective
                                               Contributions

                                     the Employer would otherwise make for the
                                     Plan Year in which the forfeitures are
                                     allocated. [Note: If both (a) and (b) are
                                     checked, the Employer may adjust its
                                     contribution deposits in any manner,
                                     provided the total Employer Matching
                                     Contributions and Employer Nonelective
                                     Contributions (as applicable) properly take
                                     into account the forfeitures used to reduce
                                     such contributions for that Plan Year.]

[ ]49.    Payment of Plan expenses. Forfeitures are first used to pay Plan
          expenses for the Plan Year in which the forfeitures are to be
          allocated. (See Section 5.5(c) of the BPD.) Any remaining forfeitures
          are allocated as provided in #48 above.

[ ]50.    Modification of cash-out rules. The Cash-Out Distribution rules are
          modified in accordance with Sections 5.3(a)(1)(i)(C) and
          5.3(a)(1)(ii)(C) of the BPD to allow for an immediate forfeiture,
          regardless of any additional allocations during the Plan Year.

--------------------------------------------------------------------------------
             Part 9 - Distributions After Termination of Employment
--------------------------------------------------------------------------------

                          (See Section 8.3 of the BPD)

..         The elections in this Part 9 are subject to the operating rules in
          Articles 8 and 9 of the BPD.

51.       Vested account balances in excess of $5,000. Distribution is first
          available as soon as administratively feasible following:

          [X]  a.   the Participant's employment termination date.

          [ ]  b.   the end of the Plan Year that contains the Participant's
                    employment termination date.

          [ ]  c.   the first Valuation Date following the Participant's
                    termination of employment.

          [ ]  d.   the Participant's Normal Retirement Age (or Early Retirement
                    Age, if applicable) or, if later, the Participant's
                    employment termination date.

          [ ]  e.   (Describe distribution event)
                                                 -------------------------------
                    ------------------------------------------------------------

                    [Practitioner Note: Any distribution event described in e.
                    will apply uniformly to all Participants under the Plan.]

--------------------------------------------------------------------------------
(C) Copyright 2001 SunTrust Bank       18

<PAGE>

52.       Vested account balances of $5,000 or less. Distribution will be made
          in a lump sum as soon as administratively feasible following:

          [X]  a.   the Participant's employment termination date.

          [ ]  b.   the end of the Plan Year that contains the Participant's
                    employment termination date.

          [ ]  c.   the first Valuation Date following the Participant's
                    termination  of employment.

          [ ]  d.   (Describe distribution event):
                                                   -----------------------------

                    [Practitioner Note: Any distribution event described in d.
                    will apply uniformly to all Participants under the Plan.]

[ ] 53.   Disabled Participant. A Disabled Participant (as defined in Section
          22.53 of the BPD) may request a distribution (if earlier than
          otherwise permitted under #51 or #52 (as applicable)) as soon as
          administratively feasible following:

          [ ]  a.   the date the Participant becomes Disabled.

          [ ]  b.   the end of the Plan Year in which the Participant becomes
                    Disabled.

          [ ]  c.   (Describe distribution event):
                                                   ----------------------------

                    [Practitioner Note: Any distribution event described in c.
                    will apply uniformly to all Participants under the Plan.]

[ ] 54.   Hardship withdrawals following termination of employment. A terminated
          Participant may request a Hardship withdrawal (as defined in Section
          8.6 of the BPD) before the date selected in #51 or #52 above, as
          applicable.

[ ] 55.   Special operating rules.

          [ ]  a.   Modification of Participant's consent requirement. A
                    Participant must consent to a distribution from the Plan,
                    even if the Participant's vested Account Balance does not
                    exceed $5,000. See Section 8.3(b) of the BPD. [Note: If
                    this a. is not checked, the involuntary distribution rules
                    under Section 8.3(b) of the BPD apply.]

          [ ]  b.   Distribution upon attainment of Normal Retirement Age (or
                    age 62, if later). A distribution from the Plan will be made
                    without a Participant's consent if such Participant has
                    terminated employment and has attained Normal Retirement Age
                    (or age 62, if later). See Section 8.7 of the BPD.

--------------------------------------------------------------------------------
(C) Copyright 2001 SunTrust Bank       19

<PAGE>

--------------------------------------------------------------------------------
                       Part 10 - In-Service Distributions
--------------------------------------------------------------------------------

                          (See Section 8.5 of the BPD)

..         The elections in this Part 10 are subject to the operating rules in
          Articles 8 and 9 of the BPD.

56.       Permitted in-service distribution events: [Elections under the
          (S)401(k) Deferrals column also app1y to any QNECs, QMACs, and Safe
          Harbor Contributions unless otherwise specified in d. below.]

<TABLE>
<CAPTION>
                  (1)         (2)          (3)
               (S)401(k)    Employer    Employer
               Deferrals     Match     Nonelective
               ----------   --------   -----------
<S>                <C>         <C>        <C>        <C>
          a.       [ ]         [ ]        [ ]        In-service distributions are not available.

          b.       [X]         [ ]        [X]        After age 59.5. [If earlier than age 59 1/2
                                                     age is deemed to be age 59 1/2 for Section
                                                     401(k) Deferrals if the selection is checked
                                                     under that column.]

          c.       [X]         [ ]        [X]        A safe harbor Hardship described in Section
                                                     8.6(a) of the BPD. [Note: Not applicable to
                                                     QNECs, QMACs and Safe Harbor Contributions.]

          d.       N/A         [ ]        [ ]        A Hardship described in Section 8.6 (b) of
                                                     the BPD.

          e.       N/A         [ ]        [ ]        After the Participant has participated in
                                                     the Plan for at least         years (cannot
                                                                           --------
                                                     be less than 5 years).

          f.       N/A         [ ]        [ ]        At any time with respect to the portion of
                                                     the vested account Balance derived from
                                                     contributions accumulated in the Plan for
                                                     at least 2 years.

          g.       [ ]         [ ]        [ ]        Upon a Participant becoming Disabled (as
                                                     defined in Section 22.53).

          h.       [X]         [ ]        [X]        Attainment of Normal Retirement Age. [If
                                                     earlier than age 59 1/2, age is deemed to be 59
                                                     1/2 for Section 401(k) Deferrals if the selection
                                                     is checked under that column.]

          i.       N/A         [ ]        [ ]        Attainment of Early Retirement Age.
</TABLE>

57.       Limitations that apply to in-service distributions:

          [ ]  a.   Available only if the Account which is subject to withdrawal
          is 100% vested. (See Section 4.8 of the BPD for special vesting rules
          if not checked.)

          [ ]  b.   No more than      in-service distribution(s) in a Plan Year.
                                 ----

          [ ]  c.   The minimum amount of any in-service distribution will be
          $     (may not exceed $1,000)
           ----

          [ ]  d.   (Describe limitations on in-service distributions)
                                                                       ---------

          [Practitioner Note: Any limitations described in d. will apply
          uniformly to all Participants under the Plan.]

--------------------------------------------------------------------------------
(C) Copyright 2001 SunTrust Bank       20

<PAGE>

--------------------------------------------------------------------------------
                         Part 11 - Distribution Options
--------------------------------------------------------------------------------

                          (See Section 8.1 of the BPD)

58.       Optional forms of payment available upon termination of employment:

          [X]  a.   Lump sum distribution of entire vested Account Balance.

          [X]  b.   Single sum distribution of a portion of vested Account
                    Balance.

          [ ]  c.   Installments for a specified term.

          [ ]  d.   Installments for required minimum distributions only.

          [ ]  e.   Annuity payments (see Section 8.1 of the BPD).

          [ ]  f.   (Describe optional forms or limitations on available forms)

                    ------------------------------------------------------------

          [Practitioner Note: Unless specified otherwise in f., a Participant
          may receive a distribution in any combination of the forms of payment
          selected in a. - f. Any optional forms or limitations described in f.
          will apply uniformly to all Participants under the Plan.]

59.       Application of the Qualified Joint and Survivor Annuity (QJSA) and
          Qualified Preretirement Survivor Annuity (QPSA) provisions: (See
          Article 9 of the BPD.)

          [X]  a.   Do not apply. [Note: The QJSA and QPSA provisions
                    automatically apply to any assets if the Plan that were
                    received as a transfer from another plan that was subject to
                    the QJSA and QPSA rules. If this _, is checked, the QJSA and
                    QPSA rules generally will apply only with respect to
                    transferred assets or distribution is made in the form of
                    life annuity. See Section 9.1(b) of the BPD.]

          [ ]  b.   Apply, with the following modifications: [Check this b. to
                    have all assets under the Plan be subject to the QJSA and
                    QPSA requirements. See Section 9.1(a) of the BPD.]

                    [ ]  (1)  No modifications.

                    [ ]  (2)  Modified QJSA benefit. Instead of a 50% survivor
                              benefit, the normal form of the QJSA provides the
                              following survivor benefit to the spouse:

                              [ ]  (a)  100%.

                              [ ]  (b)  75%.

                              [ ]  (c)  66 2/3%.

                    [ ]  (3)  Modified QPSA benefit. Instead of a 50% QPSA
                              benefit, the QPSA benefit is _00% of the
                              Participant's vested Account Balance.

          [ ]  c.   One-year marriage rule. The one-year marriage rule under
                    Sections 8.4(c)(4) and 9.3 of the BPD applies. Under this
                    rule, a Participant's spouse will not be treated as a
                    surviving spouse unless the Participant and spouse were
                    married for at least one year at the time of the
                    Participant's death.

--------------------------------------------------------------------------------
                     Part 12 - Administrative Elections
--------------------------------------------------------------------------------

..         Use this Part 12 to identify administrative elections authorized by
          the BPD. These elections may be changed without reexecuting this
          Agreement by substituting a replacement of this page with new
          elections. To the extent this Part 12 is not completed, the default
          provisions in the BPD apply.

60.       Are Participant loans permitted? (See Article 14 of the BPD.)

          [ ]  a.   No

          [X]  b.   Yes

                    [ ]  (1)  Use the default loan procedures under Article 14
                              of the BPD.

                    [X]  (2)  Use a separate written loan policy to modify the
                              default loan procedures under Article 14 of the
                              BPD.

--------------------------------------------------------------------------------
(C) Copyright 2001 SunTrust Bank       21

<PAGE>

61.       Are Participants permitted to direct investments? (See Section 13.5(c)
          of the BPD.)

          [ ]  a.   No

          [X]  b.   Yes

                    [X]  (1)  Specify Accounts: All Accounts

                    [X)  (2)  Check this selection if the Plan is intended to
                              comply with ERISA (S)404(c). (See Section
                              13.5(c)(2) of the BPD.)

62.       Is any portion of die Plan daily valued? (See Section 13.2(b) of the
          BPD.)

          [ ]  a.   No

          [X]  b.   Yes. Specify Accounts and/or investment options: All
                    Accounts

63.       Is any portion of the Plan valued periodically (other than daily)?
          (See Section 13.2(a) of the BPD.

          [X]  a.   No

          [ ]  b.   Yes

                    [ ]  (1)  Specify Accounts and/or investment options:
                                                                          ------

                    [ ]  (2)  Specify valuation date(s):
                                                         ---------

                    [ ]  (3)  The following special allocation rules apply: [If
                              this (3) is not checked, the Balance Forward
                              Method under Section 13.4(a) of the BPD applies.]

                              [ ]  (a)  Weighted average method. (See Section
                                        13.4(a)(2)(i) of the BPD.)

                              [ ]  (b)  Adjusted percentage method, taking into
                                        account     % of contributions made
                                                ----
                                        during the valuation period. (See
                                        Section 13.4(a)(2)(ii) of the BPD.)

                              [ ]  (c)  (Describe allocation rules)
                                                                    ------------

                              [Practitioner Note: Any allocation rules described
                              in (c) must be in accordance with a definite
                              predetermined formula that is not based on
                              compensation, that satisfies the non
                              discrimination requirements of (S)1.401(a)(4) of
                              the regulations, and that is applied uniformly to
                              all Participants.]

64.       Does the Plan accept Rollover Contributions? (See Section 3.2 of the
          BPD.)

          [ ]  a.   No                  [X]  b.   Yes

65.       Are life insurance investments permitted? (See Article 15 of the BPD.)

          [X]  a.   No                  [ ]  b.   Yes

66.       Do the default QDRO procedures under Section 11.5 of the BPD apply?

          [ ]  a.   No                  [X]  b.   Yes

67.       Do the default claims procedures under Section 11.6 of the BPD apply?

          [ ]  a.   No                  [X]  b.   Yes

--------------------------------------------------------------------------------
                        Part 13 - Miscellaneous Elections
--------------------------------------------------------------------------------

..         The following elections override certain default provisions under the
          BPD and provide special rules for administering the Plan. Complete the
          following elections to the extent they apply to the Plan.

[ ] 68.   Determination of Highly Compensated Employees.

          [ ]  a.   The Top-Paid Group Test applies. [If this selection a. is
                    not checked, the Top-Paid Group Test will not apply. See
                    Section 22.99(b)(4) of the BPD.]

          [ ]  b.   The Calendar Year Election applies. [This selection b. may
                    only be chosen if the Plan Year is not the calendar year.
                    See Section 22.99(b)(5) of the BPD.]

--------------------------------------------------------------------------------
(C) Copyright 2001 SunTrust Bank       22

<PAGE>

[ ] 69.   Special elections for applying the Annual Additions Limitation under
          Code (S)415.

          [ ]  a. The Limitation Year is the 12-month period ending        . [If
                                                                   --------
                  this selection a is not checked, the Limitation Year is the
                  same as the Plan Year.]

          [ ]  b. Total Compensation includes imputed compensation for a
                  terminated Participant who is permanently and totally
                  Disabled. (See Section 7.4(g)(3) of the BPD.)

          [ ]  c. Operating rules. Instead of the default provisions under
                  Article 7 of the BPD, the following rules apply:
                                                                  ------

[ ] 70.   Election to use Old-Law Required Beginning Date. The Old-Law Required
          Beginning Date (as defined in Section 10.3(a)(2) of the BPD) applies
          instead of the Required Beginning Date rules under Section 10.3(a)(1)
          of the BPD.

[ ] 71.   Service credited with Predecessor Employers: (See Section 6.7 of the
          BPD.)

          [ ]  a. (Identify Predecessor Employers)         .
                                                  --------

          [ ]  b. Service is credited with these Predecessor Employers for the
                  following purposes:

                  [ ]  (1) The eligibility service requirements elected in Part
                           1 of this Agreement.

                  [ ]  (2) The vesting schedule(s) elected in Part 6 of this
                           Agreement.

                  [ ]  (3) The allocation requirements elected in Part 4 of this
                           Agreement.

          [ ]  c. The following service will not be recognized:
                                                                ----------------

                  [Note: If the Employer is maintaining the Plan of a
                  Predecessor Employer, service with such Predecessor
                  Employer must be counted for all purposes under the Plan.
                  This #71 may be completed with respect to such Predecessor
                  Employer indicating all service under selections (1),(2)
                  and (3) will be created. The failure to complete this #71
                  where the Employer is maintaining the Plan of a Predecessor
                  Employee, will not override the requirement that such
                  predecessor service be credited for all purposes under the
                  Plan (See Section 6.7 of the BPD.) If the Employer is not
                  maintaining the Plan of a Predecessor Employer, service
                  with such Predecessor Employer will be credited under this
                  Plan only if specifically elected under _ is # '1. If the
                  above crediting rules are to apply differently to service
                  with different Predecessor Employers, ______ separately
                  completed elections for this item, using the same format as
                  above but listing only those Predecessor Employers to which
                  the separate attachment relates.]

[ ] 72.   Special rules where Employer maintains more than one plan.

          [ ]  a. Top-heavy minimum contribution - Employer maintains this Plan
                  and one or more Defined Contribution Plans. If this Plan is a
                  Top-Heavy Plan, the Employer will provide any required
                  top-heavy minimum contribution under: (Sec Section 16.2(a)(5)
                  (i) of the BPD.)

                  [ ]  (1) This Plan.

                  [ ]  (2) The following Defined Contribution Plan maintained by
                           the Employer:
                                         ---------------------------------------

                  [ ]  (3) Describe method for providing the top-heavy minimum
                           contribution:
                                         ---------------------------------------

         [ ]  b.  Top-heavy minimum benefit - Employer maintains this Plan and
                  one or more Defined Benefit Plans. If this Plan is a Top-Heavy
                  Plan, the Employer will provide any required top-heavy minimum
                  contribution or benefit under: (See Section 16.2(a)(5)(ii) of
                  the BPD.)

                  [ ]  (1) This Plan, but the minimum required contribution is
                           increased from 3% to 5% of Total Compensation for the
                           Plan Year.

                  [ ]  (2) The following Defined Benefit Plan maintained by the
                           Employer:
                                     -------------------------------------------

                  [ ]  (3) Describe method for providing the top-heavy minimum
                           contribution:
                                         ---------------------------------------

          [ ]  c. Limitation on Annual Additions. This c. should be checked only
                  if the Employer maintains another Defined Contribution Plan in
                  which any Participant is a participant, and the Employer will
                  not apply the rules set forth under Section 7.2 of the BPD.
                  Instead, the Employer will limit Annual Additions in the
                  following manner.

                  --------------------------------------------------------------

--------------------------------------------------------------------------------
(C) Copyright 2001 SunTrust Bank       23

<PAGE>

[X]  73. Special definition of Disabled. In applying the allocation conditions
         under Parts 4B and 4C, the special vesting provisions under Part 6, and
         the distribution provisions under Parts 9 and 10 of this Agreement, the
         following definition of Disabled applies instead of the definition
         under Section 22.53 of the BPD: An illness or injury of a potentially
         permanent nature, expected to last for a continuous period of not less
         than 12 months, certified by a physician selected by or satisfactory to
         the Employer, which prevents the Employee from engaging in any
         occupation for wage or profit for which the Employee is reasonably
         fitted by training, education, or experience.

         [Note: Any definition included under this #73 must satisfy the
         requirements of (S)l.401(a)(4) of the regulations and must be applied
         uniformly to all Participants.]

[X]  74. Fail-Safe Coverage Provision. [This selection #74 must be checked to
         apply the Fail-Safe Coverage Provision under Section 2.7 of the BPD.]

         [X]  a. The Fail-Safe Coverage Provision described in Section 2.7 of
                 the BPD applies without modification.

         [ ]  b. The Fail-Safe Coverage Provisions described in Section 2.7 of
                 the BPD applies with the following modifications:

                 [ ]  (1) The special rule for Top-Heavy Plans under Section
                          2.7(a) of the BPD does not apply.

                 [ ]  (2) The Fail-Safe Coverage Provision is based on Included
                          Compensation as described under Section 2.7(d) of
                          the BPD.

[ ]  75. Election not to participate (see Section 1.10 of the BPD). An
         Employee may make a one-time irrevocable election not to participate
         under the Plan upon inception of the Plan or at any time prior to the
         time the Employee first becomes eligible to participate under any plan
         maintained by the Employer. [Note: Use of this provision could result
         in a violation of the minimum coverage rules under Code (S)410(b).]

[ ]  76. Protected Benefits. If there are any Protected Benefits provided under
         this Plan that are not specifically provided for under this Agreement,
         check this #76 and attach an addendum to this Agreement describing the
         Protected Benefits

--------------------------------------------------------------------------------
(C) Copyright 2001 SunTrust Bank       24

<PAGE>

--------------------------------------------------------------------------------
                                 Signature Page
--------------------------------------------------------------------------------

By signing this page, the Employer agrees to adopt (or amend) the Plan which
consists of BPD #02 and the provisions elected in this Agreement. The Employer
agrees that the Prototype Sponsor has no responsibility or liability regarding
the suitability of the Plan for the Employer's needs or the options elected
under this Agreement. It is recommended that the Employer consult with legal
counsel before executing this Agreement.

<TABLE>
<CAPTION>
77.       Name and tit1e of authorized representative(s):   Signature(s):                Date:
          -----------------------------------------------   --------------------------   ------
<S>                                                         <C>                          <C>


          C. W. FRANK, EVP and CFO                          /s/ C. W. Frank              7/7/03


          Thomas H. Shields, Jr.                            /s/ Thomas H. Shields, Jr.   7/7/03
             VP Human Resources
</TABLE>

78.       Effective Date of this Agreement:

          [ ]  a.   New Plan. Check this selection if this is a new Plan.
                    Effective Date of the Plan is:
                                                   ------------

          [X)  b.   Restated Plan. Check this selection if this is a restatement
                    of an existing plan. Effective Date of the restatement is:
                    August 1, 2002

                    (1)  Designate the plan(s) being amended by this
                         restatement: Conn's 401(k) Retirement Savings Plan

                    (2)  Designate the original Effective Date of this Plan
                         (optional): February 1, 1995

          [ ]  c.   Amendment by page substitution. Check this selection if this
                    is an amendment by substitution of certain pages of this
                    Adoption Agreement. [If this c. is checked, complete the
                    remainder of this Signature Page in the same manner as the
                    Signature Page being replaced.]

                    (1)  Identify the page(s) being replaced:
                                                               -----------------

                    (2)  Effective Date(s) of such changes:
                                                            --------------------

          [ ]  d.   Substitution of sponsor. Check this selection if a successor
                    to the original plan sponsor is continuing this Plan as a
                    successor sponsor, and substitute page 1 to identify the
                    successor as the Employer.

                    (1)  Effective Date of the amendment is:
                                                             -------------------

[X]79.    Check this #79 if any special Effective Dates apply under Appendix A
          of this Agreement and complete the relevant sections of Appendix A.

80.       Prototype Sponsor information. The Prototype Sponsor will inform the
          Employer of any amendments made to the Plan and will notify the
          Employer if it discontinues or abandons the Plan. The Employer may
          direct inquiries regarding the Plan or the effect of the Favorable IRS
          Letter to the Prototype Sponsor or its authorized representative at
          the following location:

          a.   Name of Prototype Sponsor (or authorized representative):
               SunTrust Bank

          b.   Address of Prototype Sponsor (or authorized representative):
               8515 E. Orchard Rd. Greenwood Village, CO 80111

          c.   Telephone number of Prototype Sponsor (or authorized
               representative):
               1-800-21l-8757

Important information about this Prototype Plan. A failure to properly complete
the elections in this Agreement or to operate the Plan in accordance with
applicable law may result in disqualification of the Plan. The Employer may rely
in the Favorable IRS Letter issued by the National Office of the Internal
Revenue Service to the Prototype Sponsor as evidence, that the Plan is qualified
under (S)401 of the Code, to the extent provided in Announcement 2001-77. The
Employer may not only on the Favorable IRS Letter in certain circumstances or
with respect to certain qualification requirements, which are specified in the
Favorable IRS Letter issued with respect to the Plan and in Announcement
2001-77. In order to obtain reliance in such circumstances or with respect to
such qualification requirements, the Employer must apply to the office of
Employee Plans Determinations of the Internal Revenue Service for a
determination letter. See Section 22.87 of the BPD.

--------------------------------------------------------------------------------
(C) Copyright 2001 SunTrust Bank       25

<PAGE>

--------------------------------------------------------------------------------
                               Trustee Declaration
--------------------------------------------------------------------------------

By signing this Trustee Declaration, the Trustee agrees to the duties,
responsibilities and liabilities imposed on the Trustee by the BPD #02 and this
Agreement.

81.       Name(s) of Trustee(s):   Signature(s) of Trustee(s):   Date:
          ----------------------   ---------------------------   -------

          SunTrust Bank            Karen C. Miracee              7/14/03

          ----------------------   ---------------------------   -------

          ----------------------   ---------------------------   -------

          ----------------------   ---------------------------   -------

          ----------------------   ---------------------------   -------

82.       Effective date of this Trustee Declaration: August 1, 2002

83.       The Trustee's investment powers are:

     [ ] a.Discretionary Trustee. The Trustee has discretion to invest Plan
           assets. This discretion is limited to the extent Participants are
           permitted to give investment direction, or to the extent the Trustee
           is subject to direction from the Plan Administrator, the Employer, an
           Investment Manager or other Named Fiduciary.

     [X] b.Directed Trustee only. The Trustee may only invest Plan assets as
           directed by Participants or by the Plan Administrator, the Employer,
           an Investment Manager or other Named Fiduciary.

     [ ] c.Separate trust agreement. The Trustee's investment powers are
           determined under a separate trust document which replaces (or is
           adopted in conjunction with) the trust provisions under the BPD.
           [Note: The separate trust document is incorporated as part of this
           Plan and must be attached hereto. The responsibilities, rights and
           powers of the Trustee are those specified in the separate trust
           agreement. If this c. is checked, the Trustee need not sign or date
           this Trustee Declaration under #81 above.]

--------------------------------------------------------------------------------
(C) Copyright 2001 SunTrust Bank       26

<PAGE>

--------------------------------------------------------------------------------
                           Co-Sponsor Adoption Page #1
--------------------------------------------------------------------------------

[X]  Check this selection and complete the remainder of this page if a Related
     Employer will execute this Plan as a Co-Sponsor. [Note: Only a Related
     Employer (as defined in Section 22.164 of the BPD) that executes this
     Co-Sponsor Adoption Page may adopt the Plan as a Co-Sponsor. See Article 21
     of the BPD for rules relating to the adoption of the Plan by a Co-Sponsor.
     If there is more than one Co-Sponsor, each one should execute a separate
     Co-Sponsor Adoption Page. Any reference to the "Employer" in this Agreement
     is also a reference to the Co-Sponsor, unless otherwise noted.]

84.  Name of Co-Sponsor: CAI Credit Insurance Agency, L.P.

85.  Employer Identification Number (EIN) of the Co-Sponsor: 76-0612667

By signing this page, the Co-Sponsor agrees to adopt (or to continue its
participation in) the Plan identified on page 1 of this Agrement. The Plan
consists of the BPD #02 and the provisions elected in this Agreement.

<TABLE>
<CAPTION>
86.       Name and title of authorized representative(s):   Signature(s):    Date:
          ----------------------------------------------    --------------   ------
<S>                                                          <C>             <C>
          C. W. Frank EVP and CFO of GENERAL PARTNER         /s/ C.W.Frank   7/7/03
</TABLE>

87. Effective date of this Co-Sponsor Adoption Page: August 1, 2002

     [ ]   a. Check here if this is the initial adoption of a new Plan by the
              Co-Sponsor.

     [ ]   b. Check here if this is an amendment or restatement of an existing
              plan maintained by the Co-Sponsor, which is merging into the Plan
              being adopted.

               (1)  Designate the plan(s) being amended by this restatement:

                    ------------------------------------------------------------

               (2)  Designate the original Effective Date of the Co-Sponsor's
                    Plan (optional):
                                    --------------------------------------------

[ ]  88.  Allocation of contributions. If this #88 is checked, contributions
          made by the Related Employer signing this Co-Sponsor Adoption Page
          (and any forfeitures relating to such contributions) will be allocated
          only to Participants actually employed by the Related Employer making
          the contribution and Employees of the Related Employer will not share
          in an allocation of contributions (or forfeitures relating to such
          contributions) made by the Employer or any other Related Employer.
          [Note: The selection of this #88 may require additional testing of the
          Plan. See Section 21.3 of the BPD.]

[ ]  89.  Describe any special Effective Dates:
                                               ---------------------------------

--------------------------------------------------------------------------------
(C) Copyright 2001 SunTrust Bank       27

<PAGE>

--------------------------------------------------------------------------------
                           Co-Sponsor Adoption Page #2
--------------------------------------------------------------------------------

[X]  Check this selection and complete the remainder of this page if a Related
     Employer will execute this Plan as a Co-Sponsor. [Note: Only a Related
     Employer (as defined in Section 22.164 of the BPD) that executes this
     Co-Sponsor Adoption Page may adopt the Plan as a Co-Sponsor. See Article 21
     of the BPD for rules relating to the adoption of the Plan by a Co-Sponsor.
     If there is more than one Co-Sponsor, each one should execute a separate
     Co-Sponsor Adoption Page. Any reference to the "Employer" in this Agreement
     is also a reference to the Co-Sponsor, unless otherwise noted.]

90.  Name of Co-Sponsor: Conn CC L.P.

91.  Employer Identification Number (EIN) of the Co-Sponsor: 76-0612666

By signing this page, the Co-Sponsor agrees to adopt (or to continue its
participation in) the Plan identified on page 1 of this Agreement. The Plan
consists of the BPD #02 and the provisions elected in this Agreement.

<TABLE>
<CAPTION>
92.       Name and title of authorized representative(s):   Signature(s):   Date:
          ----------------------------------------------    ------------    ------
<S>                                                         <C>             <C>
          C. W. Frank EVP and CFO of GENERAL PTR            /s/ C.W.Frank   7/7/03
</TABLE>

93.  Effective date of this Co-Sponsor Adoption Page: August 1, 2002

     [ ]  a.   Check here if this is the initial adoption of a new plan by the
               Co-Sponsor.

     [ ]  b.   Check here if this is an amendment or restatement of an existing
               plan maintained by the Co-Sponsor, which is merging into the Plan
               being adopted.

               (1)  Designate the plan(s) being amended by this restatement:

                    ------------------------------------------------------------

               (2)  Designate the original Effective Date of the Co-Sponsor's
                    Plan (optional):
                                    --------------------------------------------

[ ]  94.  Allocation of contributions. If this #94 is checked, contributions
          made by the Related Employer signing this Co-Sponsor Adoption Page
          (and any forfeitures relating to such contributions) will be allocated
          only to Participants actually employed by the Related Employer making
          the contribution and Employees of the Related Employer will not share
          in an allocation of contributions (or forfeitures relating to such
          contributions) made by the Employer or any other Related Employer.
          [Note: The selection of this #94 may require additional testing of the
          Plan. See Section 21.3 of the BPD.]

[ ]  95.  Describe any special Effective Dates:
                                              ----------------------------------

--------------------------------------------------------------------------------
(C) Copyright 2001 SunTrust Bank       28

<PAGE>

--------------------------------------------------------------------------------
                           Co-Sponsor Adoption Page #3
--------------------------------------------------------------------------------

[X]  Check this selection and complete the remainder of this page if a Related
     Employer will execute this Plan as a Co-Sponsor. [Note: Only a Related
     Employer (as defined in Section 22.164 of the BPD) that executes this
     Co-Sponsor Adoption Page may adopt the Plan as a Co-Sponsor. See Article 21
     of the BPD for rules relating to the adoption of the Plan by a Co-Sponsor.
     If there is more than one Co-Sponsor, each one should execute a separate
     Co-Sponsor Adoption Page. Any reference to the "Employer" in this Agreement
     is also a reference to the Co-Sponsor, unless otherwise noted.]

96.       Name of Co-Sponsor: CAI L.P.

97.       Employer Identification Number (EIN) of the Co-Sponsor: 76-0612662

By signing this page, the Co-Sponsor agrees to adopt (or to continue its
participation in) the Plan identified of page 1 of this Agreement. The Plan
consists of the BPD #02 and the provisions elected in this Agreement.

<TABLE>
<CAPTION>
98.       Name and title of authorized representative(s):   Siganture(s):     Date
          -----------------------------------------------   --------------    ----
<S>       <C>                                               <C>              <C>
          C. W. FRANK                                       /s/ C.W. Frank   7/2/03
          EXECUTIVE VICE PRESIDENT AND
          CHIEF FINANCIAL OFFICER
          CONN APPLIANCES, INC.
          ACTING AS
          GENERAL PARTNER OF CAI, LP
</TABLE>

99.       Effective date of this Co-Sponsor Adoption Page: August 1, 2002

     [ ]  a.   Check here if this is the initial adoption of a new Plan by the
               Co-Sponsor.

     [ ]  b.   Check here if this is an amendment or restatement of an existing
               plan maintained by the Co-Sponsor, which is  merging into the
               Plan being adopted.

               (1)  Designate the plan(s) being amended by this restatement:

               (2)  Designate the original Effective Date of the Co-Sponsor's
                    Plan (optional):
                                    --------------------------------------------

[ ]  100. Allocation of contributions. If this #100 is checked, contributions
          made by the Related Employer signing this Co-Sponsor Adoption Page
          (and any forfeitures relating to such contributions) will be allocated
          only to Participants actually employed by the Related Employer making
          the contribution and Employees of the Related Employer will not share
          in an allocation of contributions (or forfeitures relating to such
          contributions) made by the Employer or any other Related Employer.
          [Note: The selection of this #100 may require additional testing of
          the Plan. See Section 21.3 of the BPD.]

[ ]101.   Describe any special Effective Dates:
                                               ---------------------------------

--------------------------------------------------------------------------------
(C) Copyright 2001 SunTrust Bank       29

<PAGE>

--------------------------------------------------------------------------------
                      Appendix A - Special Effective Dates
--------------------------------------------------------------------------------

A-1       [ ]  Eligibility conditions. The eligibility conditions specified in
               Part 1 of this Agreement are effective
                                                      --------------------------

A-2       [ ]  Entry Date. The Entry Date provisions specified in Part 2 of this
               Agreement are effective:
                                        ----------------------------------------

A-3       [ ]  Section 401(k) Deferrals. The provisions regarding Section 401(k)
               Deferrals selected under Part 4A of this Agreement are
               effective:
                          ------------------------------------------------------

A-4       [ ]  Matching contribution formula. The Employer Matching Contribution
               formula(s) selected under Part 4B of this Agreement are
               effective:
                          ------------------------------------------------------
A-5       [ ]  Employer contribution formula. The Employer Nonelective
               Contribution formula(s) selected under Part 4C of this Agreement
               are effective:
                              --------------------------------------------------

A-6       [ ]  Allocation conditions for receiving an Employer Matching
               Contribution. The allocation conditions designated under Part
               4B, #19 of this Agreement are effective:
                                                        ------------------------

A-7       [ ]  Allocation conditions for receiving an Employer Nonelective
               Contribution. The allocation conditions designated under Part
               4C, #24 of this Agreement are effective:
                                                        ------------------------

A-8       [ ]  Safe Harbor 401(k) Plan provisions. The Safe Harbor 401(k)
               Plan provisions under Part 4E of this Agreement are effective:

               -----------------------------------------------------------------

A-9       [ ]  Vesting rules. The vesting schedules selected under Part 6 of
               this Agreement are effective:
                                             -----------------------------------

A-l0      [ ]  Service crediting rules for eligibility. The service crediting
               rules for determining a Year of Service for eligibility purposes
               under Section 1.4 of the BPD and Part 7 of this Agreement are
               effective.
                          ------------------------------------------------------

A-l1      [ ]  Service crediting rules for vesting. The service crediting rules
               for determining a Year of Service for vesting purposes under
               Section 4.5 of the BPD and Part 7 of this Agreement are
               effective:
                          ------------------------------------------------------

A-12      [ ]  Forfeiture provisions. The forfeiture provisions selected under
               Part 8 of this Agreement are effective:
                                                       -------------------------

A-13      [ ]  Distribution provisions. The distribution options selected under
               Part 9 of the Agreement are effective for distributions
               occurring after:
                               -------------------------------------------------

A-14      [ ]  In-service distribution provisions. The in-service distribution
               options selected under Part 10 of the Agreement are effective
               for distributions occurring after:
                                                 -------------------------------

A-15      [X]  Forms of distribution. The optional forms of distribution
               selected under Part 11 of this Agreement are eligible for
               distributions occurring after: January l, 2004. Prior to
               January 1, 2004, installments within the meaning of #58C of the
               Agreement are available as an optional form of payment.

A-16      [ ]  Special effective date provisions for merged plans. If any
               qualified retirement plans have been merged into this Plan,
               the provisions of Section 22.59 apply, except as otherwise
               provided under this A-16:
                                         ---------------------------------------

A-17      [X]  Other special effective dates: Age and Service conditions listed
               under Part 1 item 5 of this Agreement applies only to
               Employees hired on or after August 1, 2001. The Service
               requirement applicable to Employees hired prior to Aug 1, 2001,
               shall be governed by the terms of the Plan in effect prior to
               August 1, 2001, under which the Employees were eligible for
               Elective Deferrals on their date of hire and were eligible for
               Employer contributions on the first 8/1 11/1, 2/1 & 5/1 on or
               following completion of a Year of Service

--------------------------------------------------------------------------------
(c) Copyright 2001 SunTrust Bank       30

<PAGE>

--------------------------------------------------------------------------------
                    Appendix B - GUST Operational Compliance
--------------------------------------------------------------------------------

[X]  Check this selection and complete the remainder of this page if this Plan
     is being adopted to comply retroactively with the GUST Legislation. An
     Employer need only check those provisions that apply. If this Plan is not
     being adopted to comply with the GUST Legislation, this Appendix B need not
     be completed and may be removed from the Agreement.

[ ]   B-1.Highly Compensated Employee rules. (See Section 20.2 of the BPD.)

           [ ] a.   Top-Paid Group Test. The election under Part 13, #68.a.
                    above to use (or to not use) the Top-Paid Group Test did not
                    apply for the following post-1996 Plan Year(s):
                                                                               .
                    ----------------------------------------------------------

          [ ]  b.   Calendar Year Election. The election under Part 13, #68.b.
                    above to use (or to not use) the Calendar Year Election did
                    not apply for the following post-1996 Plan Year(s):
                                                                               .
                    -----------------------------------------------------------

          [ ]  c.   The Old-Law Calendar Year Election applied for the Plan Year
                    that began in 1997.

[X]  B-2.Required minimum distributions. (Sec Section 10.4 of the BPD.)

          [ ]  a.   Option to postpone minimum distributions. For calendar
                    year(s)        , the Plan permited Participants (other than
                            -------
                    Five-Percent Owners) who were still employed with the
                    Employer to postpone minimum distributions in accordance
                    with the Required Beginning Date rules under Section
                    10.3(a)(1) of the BPD, even though the Plan had not been
                    amended to contain such rules.

          [ ]  b.   Election to stop required minimum distributions. Starting in
                    calendar year       a Participant (other than a Five-Percent
                                  -----
                    Owner) who had already started receiving in-service minimum
                    distributions under the Old-law Required Beginning Date
                    rules may stop receiving such minimum distributions until
                    the Participant's Required Beginning Date under Section
                    10.3(a)(1) of the BPD. [If this b is not checked,
                    Participants who began receiving minimum distributions under
                    the Old-Law Required Beginning Date rules must continue to
                    receive such minimum distributions.]

          [ ]  c.   Application of Joint and Survivor Annuity rules. If
                    Employees are permitted to stop their required minimum
                    distributions under b. above and the Joint and Survivor
                    Annuity requirements apply to the Plan under Article 9 of
                    the BPD, the Participant:

                    [ ]  (1)  will           [ ]  (2)  will not

                    be treated as having a new Distribution Commencement Date
                    when distributions recommence. [Note: Do not check this c.
                    if the Plan is not subject to the Joint and Survivor Annuity
                    requirements. See Section 10.4(c) of the BPD for operating
                    rules concerning the application of the Joint and Survivor
                    Annuity rules under this subsection c.]

          [X]  d.   Application of Proposed Regulations for the 2001 Plan Year.
                    [This d. should be checked only if required minimum
                    distributions made for calendar years beginning on or
                    after January 1, 2001 will be made in accordance with the
                    proposed regulations under Code (S)401(a)(9), which were
                    issued in January 2001. If this d. is checked, required
                    minimum distributions made for calendar years beginning on
                    or after January 1, 2001 may be made in accordance with the
                    proposed regulations, notwithstanding any provision in the
                    Plan to the contrary. An election under this d. applies
                    until the end of the 1ast calendar year beginning before the
                    effective date of final regulations under Code (S)401(a)(9)
                    on such other date specified in guidance published by the
                    Internal Revenue Service. If this d. is not checked,
                    required minimum distributions will continue to be made in
                    accordance with the provisions of Code (S)401(a)(9), without
                    regard to the proposed regulations.]

                    [X]  (1)  Effective date. The election under d. to apply the
                              proposed regulations under Code (S)401 (a)(9)
                              applies only for required minimum distributions
                              that are made on or after January 1, 2002. [In no
                              event may the proposed regulations apply to a
                              required minimum distribution that is made for a
                              calendar year that begins before January 1, 2001.]

--------------------------------------------------------------------------------
(C) Copyright 2001 SunTrust Bank       31

<PAGE>

[X]   B-3.Special effective dates.

          [X]  a.   Involuntary distribution threshold of $5,000 is first
                    effective under this Plan for distributions made after
                    2001 (no earlier than the first day of the first Plan Year
                    beginning on or after August 5, 1997 and no later than the
                    date the Plan is adopted). [If this a. is not checked, the
                    $5,000 threshold applies to all distributions made on or
                    after the first day of the first Plan Year beginning on or
                    after August 5, 1997, except as provided in an earlier
                    restatement or amendment of the Plan, See Section 20.4 of
                    the BPD.]

          [X]  b.   Family aggregation is repealed for purposes of determining
                    the allocation of Employer Contributions for Plan Years
                    beginning 2001 (no earlier than the first Plan Year
                    beginning on or after January 1, 1997 and no later than
                    the date the Plan is adopted). [If this b. is not checked,
                    family aggregation is repealed as of the first Plan Year
                    beginning on or after January 1, 1997. See Section 20.5 of
                    the BPD.]

          [X]  c.   Qualified transportation fringes. The inclusion of qualified
                    transportation fringes in the definition of Total
                    Compensation (and Included Compensation) is applicable for
                    years beginning on or after      (no earlier than January 1,
                                                ----
                    1998 and no later than January 1, 2001). [If this c. is not
                    checked, the inclusion of qualified transportation fringes
                    is effective for years beginning on or after January 1,
                    2000. An earlier date should be entered under this c. only
                    if the Plan was operated to include qualified transportation
                    fringes in Total Compensation (and Included Compensation)
                    during such period.]

[ ]   B-4.Code (S)415 limitation. Complete this B-4 if for any Limitation Year
          in which the Code (S)415(e) limitation was applicable under Section
          7.5 of the BPD, the Code (S)415(e) limitations were applied in a
          manner other than that described in Section 7.5(b) of the BPD. Any
          alternative method described in this B-4 that is used to comply with
          the Code (S)415(e) limitation must be consistent with Plan operation.

[X]   B-5.Special 401(k) Plan elections. (See Article 17 of the BPD)

          [ ]   a.  ADP/ACP testing methods during GUST remedial amendment
                    period. Check this a. is in any Plan Year beginning after
                    December 31, 1996, but before the adoption of this
                    Agreement, the ADP Test or ACP Test was performed using a
                    different testing method than the one selected under Part
                    4F, #31.a. or Part 4F,#31.b. and specify the Plan Year(s) in
                    which the other testing method was used:

                    [ ]  (1)  ADP Test:
                                        -----------------------

                    [ ]  (2)  ACP Test:
                                        -----------------------

          [X]  b.   Application of Safe Harbor 401(k) Plan provisions. Check
                    this b. if, prior to the adoption of this Agreement, the
                    Plan was operated in accordance with the Safe Harbor 401(k)
                    Plan provisions, and this Agreement is conforming the
                    document to such operational compliance for the period prior
                    to the adoption of this Agreement. [Note: This b. should be
                    checked only if this Agreement __ executed within the
                    remedial amendment period applicable to the GUST Legislation
                    . See Article 20 of the BPD.]

                    [X]  (1)  GUST effective date. The Safe Harbor 401(k) Plan
                              provisions under ___ _____ effective for the Plan
                              Year beginning August 1, 2001 (may not be earlier
                              than the first Plan Year beginning on or after
                              January 1, 1999).

                    [ ]  (2)  Modifications to Part 4E. Describe here, if
                              applicable, any Safe Harbor 40l(c) Plan provisions
                              applied in operation that are not described or are
                              inconsistent with the selections under Part 4E:
                                                                             ---

                    [Note: The Safe Harbor 401(k) Plan provisions under Part 4E
                    of this Agreement will apply for all Plan Years beginning
                    on or after January 1, 1999 or the GUST effective date
                    designated under (1) above unless specifically modified
                    under this (2).]

--------------------------------------------------------------------------------
(C) Copyright 2001 SunTrust Bank       32

<PAGE>

         Internal Revenue Service          Department of the Treasury

                                           Washington, DC 20224

Plan Description: Prototype Non-standardized Profit Sharing Plan with CODA
FFN: 50369050702-005 Case: 200201025 EIN: 58-0466330
BPD: 02 Plan: 005 Letter Serial No: K374669a

                                       Contact Person: Ms. Arrington 50-00197

        SUNTRUST BANK ATLANTA          Telephone Number: (202) 283-8811

        25 PARK PLACE 9TH FLOOR        In Reference to: T:EP:RA:ICU

        ATLANTA, GA 30303              Date: 08/26/2002

     Dear Applicant:

     In our opinion, the form of the plan identified above is acceptable under
     section 401 of the Internal Revenue Code for use by employers for the
     benefit of their employees. This opinion relates only to the acceptability
     of the form of the plan under the Internal Revenue Code. It is not an
     opinion of the effect of other Federal or local statutes.

     You must furnish a copy of this letter to each employer who adopts this
     plan. You are also required to send a copy of the approved form of the
     plan, any approved amendments and related documents to Employee Plans
     Determinations in Cincinnati at the address specified in section 9.11 of
     Rev. Proc. 2000-20, 2000-6 I.R.B. 553.

     This letter considers the changes in qualifications requirements made by
     the Uruguay Round Agreements Act (GATT), Pub. L. 103-465, the Small
     Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed
     Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353,
     the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue
     Service Restructuring and Reform Act of 1998, Pub. L. 105-206 and the
     Community Renewal Tax Relief Act of 2000, Pub. L. 106-554. These laws are
     referred to collectively as GUST.

     Our opinion on the acceptability of the form of the plan is not a ruling or
     determination as to whether an employer's plan qualifies under Code section
     401(a). However, an employer that adopts this plan may rely on this letter
     with respect to the qualification of its plan under Code section 401(a), as
     provided for in Announcement 2001-77, 2001-30 I.R.B. and outlined below.
     The terms of the plan must be followed in operation.

     Except as provided below, our opinion does not apply with respect to the
     requirements of: (a) Code sections 401(a)(4), 401(a)(26), 401(1), 410(b)
     and 414(s). Our opinion does not apply for purposes of Code section
     401(a)(10)(B) and section 401 (a) (16) if an employer ever maintained
     another qualified plan for one or more employees who are covered by this
     plan. For this purpose, the employer will not be considered to have
     maintained another plan merely because the employer has maintained another
     defined contribution plan(s), provided such other plan(s) has been
     terminated prior to the effective date of this plan and no annual additions
     have been credited to the account of any participant under such other
     plan(s) as of any date within the limitation year of this plan. Likewise,
     if this plan is first effective on or after the effective date of the
     repeal of Code section 415(e), the employer will not be considered to have
     maintained another plan merely because the employer has maintained a
     defined benefit plan(s), provided the defined benefit plan(s) has been
     terminated prior to the effective date of this plan. Our opinion also does
     not apply for purposes of Code section 401(a) (16) if, after December 31,
     1985, the employer maintains a welfare benefit fund defined in Code section
     419(e), which provides postretirement medical benefits allocated to
     separate accounts for key employees as defined in Code section 419A(d) (3).

     Our opinion applies with respect to the requirements of Code section 410(b)
     if 100 percent of all nonexcludable employees benefit under the plan.
     Employers that elect a safe harbor allocation formula and a safe harbor
     compensation definition can also rely on an opinion letter with respect to
     the nondiscriminatory amounts requirement under section 401(a)(4) and the
     requirements of sections 401(k) and 401(m) (except where the plan is a safe
     harbor plan under section 401(k)(12) that provides for the safe harbor
     contribution to be made under another plan).

<PAGE>

     SUNTRUST BANK ATLANTA
     FFN: 50369050702-005
     Page 2

     An employer that elects to continue to apply the pre-GUST family
     aggregation rules in years beginning after December 31, 1996, or the
     combined plan limit of section 415(e) in years beginning after December 31,
     1999, will not be able to rely on the opinion letter without a
     determination letter. The employer may request a determination letter by
     filing an application with Employee Plans Determinations on Form 5307,
     Application for Determination for Adopters of Master or Prototype or Volume
     Submitter Plans.

     Because you submitted this plan for approval after December 31, 2000, the
     remedial amendment extension period of section 19 of Rev. Proc. 2000-20,
     2000-6 I.R.B. 553 is not applicable.

     If you, the master or prototype sponsor, have any questions concerning the
     IRS processing of this case, please call the above telephone number. This
     number is only for use of the sponsor. Individual participants and/or
     adopting employers with questions concerning the plan should contact the
     master or prototype sponsor. The plan's adoption agreement must include the
     sponsor's address and telephone number for inquiries by adopting employers.

     If you write to the IRS regarding this plan, please provide your telephone
     number and the most convenient time for us to call in case we need more
     information. Whether you call or write, please refer to the Letter Serial
     Number and File Folder Number shown in the heading of this letter.

     You should keep this letter as a permanent record. Please notify us if you
     modify or discontinue sponsorship of this plan.

                                             Sincerely yours,


                                             /s/ Paul T. Shultz
                                             -----------------------------------
                                             Director
                                             Employee Plans Rulings & Agreements

<PAGE>

                  PROTOTYPE DEFINED CONTRIBUTION PLAN AND TRUST

                                  SPONSORED BY

                                  SunTrust Bank

                             BASIC PLAN DOCUMENT #02

                                   June, 2002

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                          <C>
                                    ARTICLE 1
                       PLAN ELIGIBILITY AND PARTICIPATION

1.1    Eligibility for Plan Participation ....................................................................1

1.2    Excluded Employees.....................................................................................1
       (a)   Independent contractors..........................................................................1
       (b)   Leased Employees ................................................................................1

1.3    Employees of Related Employers ........................................................................2
       (a)   Nonstandardized Agreement .......................................................................2
       (b)   Standardized Agreement ..........................................................................2

1.4    Minimum Age and Service Conditions ....................................................................2
       (a)   Maximum permissible age and service conditions ..................................................2
       (b)   Year of Service .................................................................................2
       (c)   Eligibility Computation Periods .................................................................2
       (d)   Application of eligibility rules ................................................................3
       (e)   Amendment of age and service requirements .......................................................3

1.5    Entry Dates ...........................................................................................3
       (a)   Entry Date requirements .........................................................................3
       (b)   Single annual Entry Date ........................................................................3

1.6    Eligibility Break in Service Rules ....................................................................4
       (a)   Rule of Parity Break in Service..................................................................4
       (b)   One-year Break in Service rule for Plans using a two Years of Service eligibility condition .....4
       (c)   One-year holdout Break in Service rule ..........................................................4

1.7    Eligibility upon Reemployment..........................................................................5

1.8    Operating Rules for Employees Excluded by Class .......................................................5
       (a)   Eligible Participant becomes part of an excluded class of Employees .............................5
       (b)   Excluded Employee becomes part of an eligible class of Employee .................................5

1.9    Relationship to Accrual of Benefits ...................................................................5

1.10   Waiver of Participation ...............................................................................5

                                    ARTICLE 2
                     EMPLOYER CONTRIBUTIONS AND ALLOCATIONS

2.1    Amount of Employer Contributions ......................................................................6
       (a)   Limitation on Employer Contributions ............................................................6
       (b)   Limitation on Included Compensation..............................................................6
       (c)   Contribution of property ........................................................................6
       (d)   Frozen Plan .....................................................................................6

2.2    Profit Sharing Plan Contribution and Allocations ......................................................6
       (a)   Amount of Employer Contribution .................................................................6
       (b)   Allocation formula for Employer Contributions ...................................................7
       (c)   Special rules for determining Included Compensation .............................................9

2.3    401(k) Plan Contributions and Allocations ............................................................10
       (a)   Section 401(k) Deferrals........................................................................10
</TABLE>

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<TABLE>
<S>                                                                                                          <C>
       (b)   Employer Matching Contributions.................................................................11
       (c)   Qualified Matching Contributions (QMACs) .......................................................11
       (d)   Employer Nonelective Contributions..............................................................12
       (e)   Qualified Nonelective Contributions (QNECs) ....................................................12
       (f)   Safe Harbor Contributions ......................................................................12
       (g)   Prior SIMPLE 401(k) plan........................................................................13

2.4    Money Purchase Plan Contribution and Allocations .....................................................13
       (a)   Employer Contributions..........................................................................13
       (b)   Uniform percentage or uniform dollar amount ....................................................13
       (c)   Permitted Disparity Method......................................................................13
       (d)   Contribution based on service...................................................................14
       (e)   Davis-Bacon Contribution Formula................................................................14
       (f)   Applicable period for determining Included Compensation ........................................15
       (g)   Special rules for determining Included Compensation ............................................15
       (h)   Limit on contribution where Employer maintains another plan in addition to a money
                purchase plan ...............................................................................15

2.5    Target Benefit Plan Contribution .....................................................................15
       (a)   Stated Benefit..................................................................................15
       (b)   Employer Contribution ..........................................................................16
       (c)   Benefit formula ................................................................................16
       (d)   Definitions ....................................................................................21

2.6    Allocation Conditions ................................................................................23
       (a)   Safe harbor allocation condition ...............................................................24
       (b)   Application of last day of employment rule for money purchase and target benefit Plans
                in year of termination ......................................................................24
       (c)   Elapsed Time Method.............................................................................24
       (d)   Special allocation condition for Employer Matching Contributions under Nonstandardized
                401(k) Agreement. ...........................................................................24
       (e)   Application to designated period ...............................................................25

2.7    Fail-Safe Coverage Provision .........................................................................26
       (a)   Top-Heavy Plans ................................................................................27
       (b)   Category 1 Employees - Otherwise Eligible Participants (who are Nonhighly Compensated
                Employees) who are still employed by the Employer on the last day of the Plan Year
                but who failed to satisfy the Plan's Hours of Service condition..............................27
       (c)   Category 2 Employees - Otherwise Eligible Participants (who are Nonhighly Compensated
                Employees) who terminated employment during the Plan Year with more than 500 Hours
                of Service ..................................................................................27
       (d)   Special Fail-Safe Coverage Provision ...........................................................27

2.8    Deductible Employee Contributions ....................................................................27

                                    ARTICLE 3
     EMPLOYEE AFTER-TAX CONTRIBUTIONS, ROLLOVER CONTRIBUTIONS AND TRANSFERS

3.1    Employee After-Tax Contributions .....................................................................28

3.2    Rollover Contributions ...............................................................................28

3.3    Transfer of Assets....................................................................................28
       (a)   Protection of Protected Benefits................................................................29
       (b)   Transferee plan ................................................................................29
       (c)   Transfers from a Defined Benefit Plan, money purchase plan or 401(k) plan ......................29
</TABLE>

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<PAGE>

<TABLE>
<S>                                                                                                          <C>
       (d)   Qualified Transfer..............................................................................29
       (e)   Trustee's right to refuse transfer..............................................................31

                                    ARTICLE 4
                               PARTICIPANT VESTING

4.1    In General ...........................................................................................32
       (a)   Attainment of Normal Retirement Age.............................................................32
       (b)   Vesting upon death, becoming Disabled, or attainment of Early Retirement Age ...................32
       (c)   Addition of Employer Nonelective Contribution or Employer Matching Contribution ................32
       (d)   Vesting upon merger, consolidation or transfer .................................................32

4.2    Vesting Schedules ....................................................................................32
       (a)   Full and immediate vesting schedule ............................................................32
       (b)   7-year graded vesting schedule .................................................................33
       (c)   6-year graded vesting schedule .................................................................33
       (d)   5-year cliff vesting schedule ..................................................................33
       (e)   3-year cliff vesting schedule ..................................................................33
       (f)   Modified vesting schedule ......................................................................33

4.3    Shift to/from Top-Heavy Vesting Schedule .............................................................33

4.4    Vesting Computation Period ...........................................................................33
       (a)   Anniversary Years ..............................................................................33
       (b)   Measurement on same Vesting Computation Period .................................................33

4.5    Crediting Years of Service for Vesting Purposes.......................................................33
       (a)   Calculating Hours of Service ...................................................................33
       (b)   Excluded service ...............................................................................34

4.6    Vesting Break in Service Rules........................................................................34
       (a)   One-year holdout Break in Service ..............................................................34
       (b)   Five-Year Forfeiture Break in Service...........................................................34
       (c)   Rule of Parity Break in Service ................................................................34

4.7    Amendment of Vesting Schedule.........................................................................35

4.8    Special Vesting Rule - In-Service Distribution When Account Balance Less than 100% Vested ............35

                                    ARTICLE 5
                                   FORFEITURES

5.1    In General ...........................................................................................36

5.2    Timing of forfeiture .................................................................................36
       (a)   Cash-Out Distribution ..........................................................................36
       (b)   Five-Year Forfeiture Break in Service...........................................................36
       (c)   Lost Participant or Beneficiary ................................................................36
       (d)   Forfeiture of Employer Matching Contributions...................................................36

5.3    Forfeiture Events ....................................................................................36
       (a)   Cash-Out Distribution...........................................................................36
       (b)   Five-Year Forfeiture Break in Service ..........................................................38
       (c)   Lost Participant or Beneficiary ................................................................39
       (d)   Forfeiture of Employer Matching Contributions...................................................39

5.4    Timing of Forfeiture Allocation ......................................................................39
</TABLE>

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<PAGE>

<TABLE>
<S>                                                                                                          <C>
5.5      Method of Allocating Forfeitures ...................................................................39
         (a)   Reallocation of forfeitures ..................................................................39
         (b)   Reduction of contributions ...................................................................39
         (c)   Payment of Plan expenses .....................................................................39

                                    ARTICLE 6
                      SPECIAL SERVICE CREDITING PROVISIONS

6.1      Year of Service - Eligibility ......................................................................40
         (a)   Selection of Hours of Service ................................................................40
         (b)   Use of Equivalency Method ....................................................................40
         (c)   Use of Elapsed Time Method ...................................................................40

6.2      Eligibility Computation Period .....................................................................40

6.3      Year of Service - Vesting ..........................................................................40
         (a)   Selection of Hours of Service ................................................................40
         (b)   Equivalency Method ...........................................................................40
         (c)   Elapsed Time Method ..........................................................................41

6.4      Vesting Computation Period .........................................................................41

6.5      Definitions ........................................................................................41
         (a)   Equivalency Method ...........................................................................41
         (b)   Elapsed Time Method ..........................................................................41

6.6      Switching Crediting Methods ........................................................................41
         (a)   Shift from crediting Hours of Service to Elapsed Time Method .................................41
         (b)   Shift from Elapsed Time Method to an Hours of Service method .................................42

6.7      Service with Predecessor Employers .................................................................42

                                    ARTICLE 7
                      LIMITATION ON PARTICIPANT ALLOCATIONS

7.1      Annual Additions Limitation - No Other Plan Participation ..........................................43
         (a)   Annual Additions Limitation ..................................................................43
         (b)   Using estimated Total Compensation ...........................................................43
         (c)   Disposition of Excess Amount .................................................................43

7.2      Annual Additions Limitation - Participation in Another Plan ........................................44
         (a)   In general ...................................................................................44
         (b)   This Plan's Annual Addition Limitation .......................................................44
         (c)   Annual Additions reduction ...................................................................44
         (d)   No Annual Additions permitted ................................................................44
         (e)   Using estimated Total Compensation ...........................................................44
         (f)   Excess Amounts ...............................................................................45
         (g)   Disposition of Excess Amounts ................................................................45

7.3      Modification of Correction Procedures ..............................................................45

7.4      Definitions Relating to the Annual Additions Limitation ............................................45
         (a)   Annual Additions .............................................................................45
         (b)   Defined Contribution Dollar Limitation .......................................................46
         (c)   Employer .....................................................................................46
         (d)   Excess Amount ................................................................................46
</TABLE>

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<PAGE>

<TABLE>
<S>                                                                                                          <C>
         (e)   Limitation Year ..............................................................................46
         (f)   Maximum Permissible Amount ...................................................................46
         (g)   Total Compensation ...........................................................................46

7.5      Participation in a Defined Benefit Plan ............................................................47
         (a)   Repeal of rule ...............................................................................47
         (b)   Special definitions relating to Section 7.5 ..................................................47

                                      ARTICLE 8
                                 PLAN DISTRIBUTIONS

8.1      Distribution Options ...............................................................................49

8.2      Amount Eligible for Distribution ...................................................................49

8.3      Distributions After Termination of Employment ......................................................49
         (a)   Account Balance exceeding $5,000 .............................................................49
         (b)   Account Balance not exceeding $5,000 .........................................................50
         (c)   Permissible distribution events under a 401(k) plan ..........................................50
         (d)   Disabled Participant .........................................................................50
         (e)   Determining whether vested Account Balance exceeds $5,000 ....................................50
         (f)   Effective date of $5,000 vested Account Balance rule .........................................51

8.4      Distribution upon the Death of the Participant .....................................................51
         (a)   Post-retirement death benefit ................................................................51
         (b)   Pre-retirement death benefit .................................................................51
         (c)   Determining a Participant's Beneficiary ......................................................52

8.5      Distributions Prior to Termination of Employment ...................................................53
         (a)   Employee After-Tax Contributions, Rollover Contributions, and transfers ......................53
         (b)   Employer Contributions .......................................................................53
         (c)   Section 401(k) Deferrals, Qualified Nonelective Contributions, Qualified Matching
                  Contributions, and Safe Harbor Contributions ..............................................53
         (d)   Corrective distributions .....................................................................54

8.6      Hardship Distribution ..............................................................................54
         (a)   Safe harbor Hardship distribution ............................................................54
         (b)   Non-safe harbor Hardship distribution ........................................................55
         (c)   Amount available for distribution ............................................................55

8.7      Participant Consent ................................................................................55
         (a)   Participant notice ...........................................................................55
         (b)   Special rules ................................................................................55

8.8      Direct Rollovers ...................................................................................56
         (a)   Eligible Rollover Distribution ...............................................................56
         (b)   Eligible Retirement Plan .....................................................................56
         (c)   Direct Rollover ..............................................................................56
         (d)   Direct Rollover notice .......................................................................57
         (e)   Special rules for Hardship withdrawals of Section 401(k) Deferrals ...........................57

8.9      Sources of Distribution ............................................................................57
         (a)   Exception for Hardship withdrawals ...........................................................57
         (b)   In-kind distributions ........................................................................57
</TABLE>

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<PAGE>

                                    ARTICLE 9
                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

<TABLE>
<S>                                                                                                          <C>
9.1      Applicability ......................................................................................58
         (a)   Election to have requirements apply ..........................................................58
         (b)   Election to have requirements not apply ......................................................58
         (c)   Accumulated deductible employee contributions ................................................58

9.2      Qualified Joint and Survivor Annuity (QJSA) ........................................................58

9.3      Qualified Preretirement Survivor Annuity (QPSA) ....................................................58

9.4      Definitions ........................................................................................59
         (a)   Qualified Joint and Survivor Annuity (QJSA) ..................................................59
         (b)   Qualified Preretirement Survivor Annuity (QPSA) ..............................................59
         (c)   Distribution Commencement Date ...............................................................59
         (d)   Qualified Election ...........................................................................59
         (e)   QPSA Election Period .........................................................................59
         (f)   Pre-Age 35 Waiver ............................................................................60

 9.5     Notice Requirements ................................................................................60
         (a)   QJSA .........................................................................................60
         (b)   QPSA .........................................................................................60

 9.6     Exception to the Joint and Survivor Annuity Requirements ...........................................60

 9.7     Transitional Rules .................................................................................60
         (a)   Automatic joint and survivor annuity .........................................................61
         (b)   Election of early survivor annuity ...........................................................61
         (c)   Qualified Early Retirement Age ...............................................................61

                                   ARTICLE 10
                             REQUIRED DISTRIBUTIONS

10.1     Required Distributions Before Death ................................................................62
         (a)   Deferred distributions .......................................................................62
         (b)   Required minimum distributions ...............................................................62

10.2     Required Distributions After Death .................................................................62
         (a)   Distribution beginning before death ..........................................................62
         (b)   Distribution beginning after death ...........................................................62
         (c)   Treatment of trust beneficiaries as Designated Beneficiaries .................................63
         (d)   Trust beneficiary qualifying for marital deduction ...........................................63

10.3     Definitions ........................................................................................64
         (a)   Required Beginning Date ......................................................................64
         (b)   Five-Percent Owner ...........................................................................64
         (c)   Designated Beneficiary .......................................................................64
         (d)   Applicable Life Expectancy ...................................................................64
         (e)   Life Expectancy ..............................................................................65
         (f)   Distribution Calendar Year ...................................................................65
         (g)   Participant's Benefit ........................................................................65

10.4     GUST Elections .....................................................................................65
         (a) Distributions under Old-Law Required Beginning Date rules ......................................65
</TABLE>

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<PAGE>

<TABLE>
<S>                                                                                                          <C>
         (b)   Option to postpone distributions .............................................................65
         (c)   Election to stop minimum required distributions ..............................................66
10.5     Transitional Rule ..................................................................................67

                                   ARTICLE 11
                 PLAN ADMINISTRATION AND SPECIAL OPERATING RULES

11.1     Plan Administrator .................................................................................68
         (a)   Acceptance of responsibility by designated Plan Administrator ................................68
         (b)   Resignation of designated Plan Administrator .................................................68
         (c)   Named Fiduciary ..............................................................................68

11.2     Duties and Powers of the Plan Administrator ........................................................68
         (a)   Delegation of duties and powers ..............................................................68
         (b)   Specific duties and powers ...................................................................68

11.3     Employer Responsibilities ..........................................................................69

11.4     Plan Administration Expenses .......................................................................69

11.5     Qualified Domestic Relations Orders (QDROs) ........................................................69
         (a)   In general ...................................................................................69
         (b)   Qualified Domestic Relations Order (QDRO) ....................................................69
         (c)   Recognition as a QDRO ........................................................................69
         (d)   Contents of QDRO .............................................................................70
         (e)   Impermissible QDRO provisions ................................................................70
         (f)   Immediate distribution to Alternate Payee ....................................................70
         (g)   No fee for QDRO determination ................................................................70
         (h)   Default QDRO procedure .......................................................................70

11.6     Claims Procedure ...................................................................................71
         (a)   Filing a claim ...............................................................................71
         (b)   Notification of Plan Administrator's decision ................................................72
         (c)   Review procedure .............................................................................72
         (d)   Decision on review ...........................................................................72
         (e)   Default claims procedure .....................................................................72

11.7     Operational Rules for Short Plan Years .............................................................72

11.8     Operational Rules for Related Employer Groups ......................................................73

                                    ARTICLE 12
                                 TRUST PROVISIONS

12.1     Creation of Trust ..................................................................................74

12.2     Trustee ............................................................................................74
         (a)   Discretionary Trustee ........................................................................74
         (b)   Directed Trustee .............................................................................74

12.3     Trustee's Responsibilities Regarding Administration of Trust .......................................74

12.4     Trustee's Responsibility Regarding Investment of Plan Assets .......................................75

12.5     More than One Person as Trustee ....................................................................76

12.6     Annual Valuation ...................................................................................76

12.7     Reporting to Plan Administrator and Employer .......................................................76

12.8     Reasonable Compensation ............................................................................76
</TABLE>

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<TABLE>
<S>                                                                                                          <C>
12.9     Resignation and Removal of Trustee .................................................................77

12.10    Indemnification of Trustee .........................................................................77

12.11    Appointment of Custodian ...........................................................................77

                                    ARTICLE 13
                          PLAN ACCOUNTING AND INVESTMENTS

13.1     Participant Accounts ...............................................................................78

13.2     Value of Participant Accounts ......................................................................78
         (a)   Periodic valuation ...........................................................................78
         (b)   Daily valuation ..............................................................................78

13.3     Adjustments to Participant Accounts ................................................................78
         (a)   Distributions and forfeitures from a Participant's Account ...................................78
         (b)   Life insurance premiums and dividends ........................................................78
         (c)   Contributions and forfeitures allocated to a Participant's Account ...........................78
         (d)   Net income or loss ...........................................................................78

13.4     Procedures for Determining Net Income or Loss ......................................................78
         (a)   Net income or loss attributable to General Trust Account .....................................78
         (b)   Net income or loss attributable to a Directed Account ........................................79
         (c)   Share or unit accounting .....................................................................79
         (d)   Suspense accounts ............................................................................79

13.5     Investments under the Plan .........................................................................80
         (a)   Investment options ...........................................................................80
         (b)   Limitations on the investment in Qualifying Employer Securities and Qualifying Employer
                  Real Property .............................................................................80
         (c)   Participant direction of investments .........................................................81

                                    ARTICLE 14
                                 PARTICIPANT LOANS

14.1     Default Loan Policy ................................................................................83

14.2     Administration of Loan Program .....................................................................83

14.3     Availability of Participant Loans ..................................................................83

14.4     Reasonable Interest Rate ...........................................................................83

14.5     Adequate Security ..................................................................................83

14.6     Periodic Repayment .................................................................................84
         (a)   Unpaid leave of absence ......................................................................84
         (b)   Military leave ...............................................................................84

14.7     Loan Limitations ...................................................................................84

14.8     Segregated Investment ..............................................................................85

14.9     Spousal Consent ....................................................................................85

14.10    Procedures for Loan Default ........................................................................85

14.11    Termination of Employment ..........................................................................86
         (a)   Offset of outstanding loan ...................................................................86
         (b)   Direct Rollover ..............................................................................86
         (c)   Modified loan policy .........................................................................86
</TABLE>

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<PAGE>

                                   ARTICLE 15
                          INVESTMENT IN LIFE INSURANCE

<TABLE>
<S>                                                                                                          <C>
15.1     Investment in Life Insurance .......................................................................87

15.2     Incidental Life Insurance Rules ....................................................................87
         (a)   Ordinary life insurance policies .............................................................87
         (b)   Life insurance policies other than ordinary life .............................................87
         (c)   Combination of ordinary and other life insurance policies ....................................87
         (d)   Exception for certain profit sharing and 401(k) plans ........................................87
         (e)   Exception for Employee After-Tax Contributions and Rollover Contributions ....................87

15.3     Ownership of Life Insurance Policies ...............................................................87

15.4     Evidence of Insurability ...........................................................................87

15.5     Distribution of Insurance Policies .................................................................87

15.6     Discontinuance of Insurance Policies ...............................................................88

15.7     Protection of Insurer ..............................................................................88

15.8     No Responsibility for Act of Insurer ...............................................................88

                                    ARTICLE 16
                            TOP-HEAVY PLAN REQUIREMENTS

16.1     In General .........................................................................................89

16.2     Top-Heavy Plan Consequences ........................................................................89
         (a)   Minimum allocation for Non-Key Employees .....................................................89
         (b)   Special Top-Heavy Vesting Rules ..............................................................91

16.3     Top-Heavy Definitions ..............................................................................91
         (a)   Determination Date ...........................................................................91
         (b)   Determination Period .........................................................................91
         (c)   Key Employee .................................................................................91
         (d)   Permissive Aggregation Group .................................................................91
         (e)   Present Value ................................................................................91
         (f)   Required Aggregation Group ...................................................................92
         (g)   Top-Heavy Plan ...............................................................................92
         (h)   Top-Heavy Ratio ..............................................................................92
         (i)   Total Compensation ...........................................................................93
         (j)   Valuation Date ...............................................................................93

                                    ARTICLE 17
                              401(k) PLAN PROVISIONS

17.1     Limitation on the Amount of Section 401(k) Deferrals ...............................................94
         (a)   In general ...................................................................................94
         (b)   Maximum deferral limitation ..................................................................94
         (c)   Correction of Code (S)402(g) violation .......................................................94

17.2     Nondiscrimination Testing of Section 401(k) Deferrals - ADP Test ...................................95
         (a)   ADP Test testing methods .....................................................................95
         (b)   Special rule for first Plan Year..............................................................96
         (c)   Use of QMACs and QNECs under the ADP Test ....................................................96
</TABLE>

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<S>                                                                                                         <C>
         (d)   Correction of Excess Contributions ...........................................................96
         (e)   Adjustment of deferral rate for Highly Compensated Employees .................................98

17.3     Nondiscrimination Testing of Employer Matching Contributions and Employee After-Tax
         Contributions - ACP Test ...........................................................................98
         (a)   ACP Test testing methods .....................................................................98
         (b)   Special rule for first Plan Year .............................................................99
         (c)   Use of Section 401(k) Deferrals and QNECs under the ACP Test .................................99
         (d)   Correction of Excess Aggregate Contributions .................................................99
         (e)   Adjustment of contribution rate for Highly Compensated Employees ............................101

17.4     Multiple Use Test .................................................................................101
         (a)   Aggregate Limit .............................................................................101
         (b)   Correction of the Multiple Use Test .........................................................101

17.5     Special Testing Rules .............................................................................102
         (a)   Special rule for determining ADP and ACP of Highly Compensated Employee Group ...............102
         (b)   Aggregation of plans ........................................................................102
         (c)   Disaggregation of plans .....................................................................102
         (d)   Special rules for the Prior Year Testing Method .............................................103

17.6     Safe Harbor 401(k) Plan Provisions ................................................................103
         (a)   Safe harbor conditions ......................................................................103
         (b)   Deemed compliance with ADP Test .............................................................107
         (c)   Deemed compliance with ACP Test .............................................................107
         (d)   Rules for applying the ACP Test .............................................................108
         (e)   Aggregated plans ............................................................................108
         (f)   First year of plan ..........................................................................108

17.7     Definitions .......................................................................................108
         (a)   ACP - Average Contribution Percentage .......................................................108
         (b)   ADP - Average Deferral Percentage ...........................................................108
         (c)   Excess Aggregate Contributions ..............................................................108
         (d)   Excess Contributions ........................................................................109
         (e)   Highly Compensated Employee Group ...........................................................109
         (f)   Nonhighly Compensated Employee Group ........................................................109
         (g)   QMACs - Qualified Matching Contribution .....................................................109
         (h)   QNECs - Qualified Nonelective Contributions .................................................109
         (i)   Testing Compensation ........................................................................109

                                   ARTICLE 18
                         PLAN AMENDMENTS AND TERMINATION

18.1     Plan Amendments ...................................................................................110
         (a)   Amendment by the Prototype Sponsor ..........................................................110
         (b)   Amendment by the Employer ...................................................................110
         (c)   Protected Benefits ..........................................................................111

18.2     Plan Termination ..................................................................................111
         (a)   Full and immediate vesting ..................................................................1ll
         (b)   Distribution procedures .....................................................................1ll
</TABLE>

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<S>                                                                                                         <C>
         (c)   Termination upon merger, liquidation or dissolution of the Employer .........................112

18.3     Merger or Consolidation ...........................................................................112

                                   ARTICLE 19
                                  MISCELLANEOUS

19.1     Exclusive Benefit .................................................................................113

19.2     Return of Employer Contributions ..................................................................113
         (a)   Mistake of fact .............................................................................113
         (b)   Disallowance of deduction ...................................................................113
         (c)   Failure to initially qualify ................................................................113

19.3     Alienation or Assignment ..........................................................................113

19.4     Participants' Rights ..............................................................................113

19.5     Military Service ..................................................................................113

19.6     Paired Plans ......................................................................................113

19.7     Annuity Contract ..................................................................................114

19.8     Use of IRS compliance programs ....................................................................114

19.9     Loss of Prototype Status ..........................................................................114

19.10    Governing Law .....................................................................................114

19.11    Waiver of Notice ..................................................................................114

19.12    Use of Electronic Media ...........................................................................114

19.13    Severability of Provisions ........................................................................114

19.14    Binding Effect ....................................................................................114

                                   ARTICLE 20
                      GUST ELECTIONS AND EFFECTIVE DATES

20.1     GUST Effective Dates ..............................................................................115

20.2     Highly Compensated Employee Definition ............................................................115
         (a)   Top-Paid Group Test .........................................................................115
         (b)   Calendar Year Election ......................................................................115
         (c)   Old-Law Calendar Year Election ..............................................................115
20.3     Required Minimum Distributions ....................................................................116

20.4     $5,000 Involuntary Distribution Threshold .........................................................116

20.5     Repeal of Family Aggregation for Allocation Purposes ..............................................116

20.6     ADP/ACP Testing Methods ...........................................................................116

20.7     Safe Harbor 401(k) Plan ...........................................................................116

                                   ARTICLE 21
                PARTICIPATION BY RELATED EMPLOYERS (CO-SPONSORS)

21.1     Co-Sponsor Adoption Page ..........................................................................117

21.2     Participation by Employees of Co-Sponsor ..........................................................117

21.3     Allocation of Contributions and Forfeitures .......................................................117

21.4     Co-Sponsor No Longer a Related Employer ...........................................................117
         (a)   Manner of discontinuing participation .......................................................117
         (b)   Multiple employer plan ......................................................................117

21.5     Special Rules for Standardized Agreements .........................................................117
</TABLE>

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<TABLE>
<S>                                                                                                         <C>
         (a)   New Related Employer ........................................................................118
         (b)   Former Related Employer .....................................................................118

                                   ARTICLE 22
                                PLAN DEFINITIONS

22.1     Account ...........................................................................................119

22.2     Account Balance ...................................................................................119

22.3     Accrued Benefit ...................................................................................119

22.4     ACP -- Average Contribution Percentage ............................................................119

22.5     ACP Test -- Actual Contribution Percentage Test ...................................................119

22.6     Actual Hours Crediting Method .....................................................................119

22.7     Adoption Agreement ................................................................................119

22.8     ADP -- Average Deferral Percentage ................................................................119

22.9     ADP Test -- Actual Deferral Percentage Test .......................................................119

22.10    Agreement .........................................................................................119

22.11    Aggregate Limit ...................................................................................119

22.12    Alternate Payee ...................................................................................119

22.13    Anniversary Year Method ...........................................................................119

22.14    Anniversary Years .................................................................................119

22.15    Annual Additions ..................................................................................120

22.16    Annual Additions Limitation .......................................................................120

22.17    Annuity Starting Date .............................................................................120

22.18    Applicable Life Expectancy ........................................................................120

22.19    Applicable Percentage .............................................................................120

22.20    Average Compensation ..............................................................................120

22.21    Averaging Period ..................................................................................120

22.22    Balance Forward Method ............................................................................120

22.23    Basic Plan Document ...............................................................................120

22.24    Beneficiary .......................................................................................120

22.25    BPD ...............................................................................................120

22.26    Break-in-Service - Eligibility ....................................................................120

22.27    Break-in-Service - Vesting ........................................................................120

22.28    Calendar Year Election ............................................................................120

22.29    Cash-Out Distribution .............................................................................120

22.30    Code ..............................................................................................120

22.31    Code (S) 415 Safe Harbor Compensation .............................................................121

22.32    Compensation Dollar Limitation ....................................................................121

22.33    Co-Sponsor ........................................................................................121

22.34    Co-Sponsor Adoption Page ..........................................................................121

22.35    Covered Compensation ..............................................................................121

22.36    Cumulative Disparity Limit ........................................................................121

22.37    Current Year Testing Method .......................................................................121

22.38    Custodian .........................................................................................121

22.39    Davis-Bacon Act Service ...........................................................................121
</TABLE>

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<S>                                                                                                         <C>
22.40   Davis-Bacon Contribution Formula ...................................................................121

22.41   Defined Benefit Plan ...............................................................................121

22.42   Defined Benefit Plan Fraction ......................................................................122

22.43   Defined Contribution Plan ..........................................................................122

22.44   Defined Contribution Plan Dollar Limitation ........................................................122

22.45   Defined Contribution Plan Fraction .................................................................122

22.46   Designated Beneficiary .............................................................................122

22.47   Determination Date .................................................................................122

22.48   Determination Period ...............................................................................122

22.49   Determination Year .................................................................................122

22.50   Directed Account ...................................................................................122

22.51   Directed Trustee ...................................................................................122

22.52   Direct Rollover ....................................................................................122

22.53   Disabled ...........................................................................................122

22.54   Discretionary Trustee ..............................................................................122

22.55   Distribution Calendar Year .........................................................................122

22.56   Distribution Commencement Date .....................................................................122

22.57   Early Retirement Age ...............................................................................122

22.58   Earned Income ......................................................................................122

22.59   Effective Date .....................................................................................123

22.60   Elapsed Time Method ................................................................................123

22.61   Elective Deferrals .................................................................................123

22.62   Eligibility Computation Period .....................................................................123

22.63   Eligible Participant ...............................................................................123

22.64   Eligible Rollover Distribution .....................................................................123

22.65   Eligible Retirement Plan ...........................................................................123

22.66   Employee ...........................................................................................123

22.67   Employee After-Tax Contribution Account ............................................................124

22.68   Employee After-Tax Contributions ...................................................................124

22.69   Employer ...........................................................................................124

22.70   Employer Contribution Account ......................................................................124

22.71   Employer Contributions .............................................................................124

22.72   Employer Matching Contribution Account .............................................................124

22.73   Employer Matching Contributions ....................................................................124

22.74   Employer Nonelective Contributions .................................................................124

22.75   Employment Commencement Date .......................................................................124

22.76   Employment Period ..................................................................................124

22.77   Entry Date .........................................................................................124

22.78   Equivalency Method .................................................................................124

22.79   ERISA ..............................................................................................124

22.80   Excess Aggregate Contributions .....................................................................124

22.81   Excess Amount ......................................................................................124

22.82   Excess Compensation ................................................................................124

22.83   Excess Contributions ...............................................................................125
</TABLE>

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<S>                                                                                                        <C>
22.84   Excess Deferrals ...................................................................................125

22.85   Excluded Employee ..................................................................................125

22.86   Fail-Safe Coverage Provision .......................................................................125

22.87   Favorable IRS Letter ...............................................................................125

22.88   Five-Percent Owner .................................................................................125

22.89   Five-Year Forfeiture Break in Service ..............................................................125

22.90   Flat Benefit .......................................................................................125

22.91   Flat Excess Benefit ................................................................................125

22.92   Flat Offset Benefit ................................................................................125

22.93   Former Related Employer ............................................................................125

22.94   Four-Step Formula ..................................................................................125

22.95   General Trust Account ..............................................................................125

22.96   GUST Legislation ...................................................................................125

22.97   Hardship ...........................................................................................125

22.98   Highest Average Compensation .......................................................................125

22.99   Highly Compensated Employee ........................................................................125
        (a)   Definition ...................................................................................125
        (b)   Other Definitions ............................................................................126
        (c)   Application of Highly Compensated Employee definition ........................................126

22.100  Highly Compensated Employee Group ..................................................................126

22.101  Hour of Service ....................................................................................126
        (a)   Performance of duties ........................................................................126
        (b)   Nonperformance of duties .....................................................................126
        (c)   Back pay award ...............................................................................127
        (d)   Related Employers/Leased Employees ...........................................................127
        (e)   Maternity/paternity leave ....................................................................127

22.102  Included Compensation ..............................................................................127

22.103  Insurer ............................................................................................128

22.104  Integrated Benefit Formula .........................................................................128

22.105  Integration Level ..................................................................................128

22.106  Investment Manager .................................................................................128

22.107  Key Employee .......................................................................................128

22.108  Leased Employee ....................................................................................128

22.109  Life Expectancy ....................................................................................128

22.110  Limitation Year ....................................................................................128

22.111  Lookback Year ......................................................................................128

22.112  Maximum Disparity Percentage .......................................................................128

22.113  Maximum Offset Percentage ..........................................................................128

22.114  Maximum Permissible Amount .........................................................................128

22.115  Measuring Period ...................................................................................128

22.116  Multiple Use Test ..................................................................................128

22.117  Named Fiduciary ....................................................................................128

22.118  Net Profits ........................................................................................128

22.119  New Related Employer ...............................................................................128
</TABLE>

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<S>                                                                                                        <C>
22.120  Nonhighly Compensated Employee .....................................................................129

22.121  Nonhighly Compensated Employee Group ...............................................................129

22.122  Nonintegrated Benefit Formula ......................................................................129

22.123  Non-Key Employee ...................................................................................129

22.124  Nonresident Alien Employees ........................................................................129

22.125  Nonstandardized Agreement ..........................................................................129

22.126  Normal Retirement Age ..............................................................................129

22.127  Offset Compensation ................................................................................129

22.128  Offset Benefit Formula .............................................................................129

22.129  Old-Law Calendar Year Election .....................................................................129

22.130  Old-Law Required Beginning Date ....................................................................129

22.131  Owner-Employee .....................................................................................129

22.132  Paired Plans .......................................................................................129

22.133  Participant ........................................................................................129

22.134  Period of Severance ................................................................................129

22.135  Permissive Aggregation Group .......................................................................129

22.136  Permitted Disparity Method .........................................................................129

22.137  Plan ...............................................................................................129

22.138  Plan Administrator .................................................................................130

22.139  Plan Year ..........................................................................................130

22.140  Pre-Age 35 Waiver ..................................................................................130

22.141  Predecessor Employer ...............................................................................130

22.142  Predecessor Plan ...................................................................................130

22.143  Present Value ......................................................................................130

22.144  Present Value Stated Benefit .......................................................................130

22.145  Prior Year Testing Method ..........................................................................130

22.146  Pro Rata Allocation Method .........................................................................130

22.147  Projected Annual Benefit ...........................................................................130

22.148  Protected Benefit ..................................................................................130

22.149  Prototype Plan .....................................................................................130

22.150  Prototype Sponsor ..................................................................................130

22.151  QDRO -- Qualified Domestic Relations Order .........................................................130

22.152  QJSA -- Qualified Joint and Survivor Annuity .......................................................130

22.153  QMAC Account .......................................................................................130

22.154  QMACs -- Qualified Matching Contributions ..........................................................130

22.155  QNEC Account .......................................................................................131

22.156  QNECs -- Qualified Nonelective Contributions .......................................................131

22.157  QPSA -- Qualified Preretirement Survivor Annuity ...................................................131

22.158  QPSA Election Period ...............................................................................131

22.159  Qualified Election .................................................................................131

22.160  Qualified Transfer .................................................................................131

22.161  Qualifying Employer Real Property ..................................................................131

22.162  Qualifying Employer Securities .....................................................................131

22.163  Reemployment Commencement Date .....................................................................131
</TABLE>

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<S>                                                                                                        <C>
22.164  Related Employer ...................................................................................131

22.165  Required Aggregation Group .........................................................................131

22.166  Required Beginning Date ............................................................................131

22.167  Reverse QNEC Method ................................................................................131

22.168  Rollover Contribution Account ......................................................................131

22.169  Rollover Contribution ..............................................................................131

22.170  Rule of Parity Break in Service ....................................................................131

22.171  Safe Harbor 401(k) Plan ............................................................................131

22.172  Safe Harbor Contribution ...........................................................................131

22.173  Safe Harbor Matching Contribution Account ..........................................................131

22.174  Safe Harbor Matching Contributions .................................................................132

22.175  Safe Harbor Nonelective Contribution Account .......................................................132

22.176  Safe Harbor Nonelective Contributions ..............................................................132

22.177  Salary Reduction Agreement .........................................................................132

22.178  Section 401(k) Deferral Account ....................................................................132

22.179  Section 401(k) Deferrals ...........................................................................132

22.180  Self-Employed Individual ...........................................................................132

22.181  Shareholder-Employee ...............................................................................132

22.182  Shift-to-Plan-Year Method ..........................................................................132

22.183  Short Plan Year ....................................................................................132

22.184  Social Security Retirement Age .....................................................................132

22.185  Standardized Agreement .............................................................................132

22.186  Stated Benefit .....................................................................................132

22.187  Straight Life Annuity ..............................................................................132

22.188  Successor Plan .....................................................................................133

22.189  Taxable Wage Base ..................................................................................133

22.190  Testing Compensation ...............................................................................133

22.191  Theoretical Reserve ................................................................................133

22.192  Three Percent Method ...............................................................................133

22.193  Top-Paid Group .....................................................................................133

22.194  Top-Paid Group Test ................................................................................133

22.195  Top-Heavy Plan .....................................................................................133

22.196  Top-Heavy Ratio ....................................................................................133

22.197  Total Compensation .................................................................................133
        (a)   W-2 Wages ....................................................................................133
        (b)   Withholding Wages ............................................................................133
        (c)   Code (S)415 Safe Harbor Compensation .........................................................133

22.198  Transfer Account ...................................................................................134

22.199  Trust ..............................................................................................134

22.200  Trustee ............................................................................................134

22.201  Two-Step Formula ...................................................................................134

22.202  Union Employee .....................................................................................134

22.203  Unit Benefit .......................................................................................134

22.204  Unit Excess Benefit ................................................................................134
</TABLE>

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<TABLE>
<S>                                                                                                        <C>
22.205   Unit Offset Benefit ...............................................................................134

22.206   Valuation Date ....................................................................................134

22.207   Vesting Computation Period ........................................................................134

22.208   W-2 Wages .........................................................................................135

22.209   Withholding Wages .................................................................................135

22.210   Year of Participation .............................................................................135

22.211   Year of Service ...................................................................................135
</TABLE>

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(C) Copyright 2001 SunTrust Bank                             Basic Plan Document

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<PAGE>

                                    ARTICLE 1
                       PLAN ELIGIBILITY AND PARTICIPATION

This Article contains the rules for determining when an Employee becomes
eligible to participate in the Plan. Part 1 and Part 2 of the Agreement contain
specific elections for applying these Plan eligibility and participation rules.
Article 6 of this BPD and Part 7 of the Agreement contain special service
crediting elections to override the default provisions under this Article.

1.1  Eligibility for Plan Participation. An Employee who satisfies the Plan's
     minimum age and service conditions (as elected in Part 1, #5 of the
     Agreement) is eligible to participate in the Plan beginning on the Entry
     Date selected in Part 2 of the Agreement, unless he/she is specifically
     excluded from participation under Part 1, #4 of the Agreement. An Employee
     who has satisfied the Plan's minimum age and service conditions and is
     employed on his/her Entry Date is referred to as an Eligible Participant.
     (See Section 1.7 below for the rules regarding an Employee who terminates
     employment prior to his/her Entry Date.) An Employee who is excluded from
     participation under Part 1, #4 of the Agreement is referred to as an
     Excluded Employee.

1.2  Excluded Employees. Unless specifically excluded under Part 1, #4 of the
     Agreement, all Employees of the Employer are entitled to participate under
     the Plan upon becoming an Eligible Participant. Any Employee who is
     excluded under Part 1, #4 of the Agreement may not participate under the
     Plan, unless such Excluded Employee subsequently becomes a member of an
     eligible class of Employees. (See Section 1.8(b) of this Article for rules
     regarding an Excluded Employee's entry into the Plan if he/she subsequently
     becomes a member of an eligible class of Employees.)

     The Employer may elect under Part 1, #4 of the 401(k) Agreement to exclude
     different groups of Employees for Section 401(k) Deferrals, Employer
     Matching Contributions, and Employer Nonelective Contributions. Unless
     provided otherwise under Part 1, #4.f. of the Nonstandardized 401(k)
     Agreement, for purposes of determining the Excluded Employees, any
     selection made with respect to Section 401(k) Deferrals also will apply to
     any Employee After-Tax Contributions and any Safe Harbor Contributions; any
     selections made with respect to Employer Matching Contributions also will
     apply to any Qualified Matching Contributions (QMACs); and any selections
     made with respect to Employer Nonelective Contributions also will apply to
     any Qualified Nonelective Contributions (QNECs).

     (a)  Independent contractors. Any individual who is an independent
          contractor, or who performs services with the Employer under an
          agreement that identifies the individual as an independent contractor,
          is specifically excluded from the Nonstandardized Plan. In the event
          the Internal Revenue Service (IRS) retroactively reclassifies such an
          individual as an Employee, the reclassified Employee will become an
          Eligible Participant on the date the IRS issues a final determination
          regarding his/her employment status (or the individual's Entry Date,
          if later), unless the individual is otherwise excluded from
          participation under Part 1, #4 of the Nonstandardized Agreement. For
          periods prior to the date of such final determination, the
          reclassified Employee will not have any rights to accrued benefits
          under the Plan, except as agreed to by the Employer and the IRS, or as
          set forth in an amendment adopted by the Employer.

     (b)  Leased Employees. If an individual is a Leased Employee, such
          individual is treated as an Employee of the Employer and may
          participate under the Plan upon satisfying the Plan's minimum age and
          service conditions, unless the Employer elects to exclude Leased
          Employees from participation under Part 1, #4.d. of the
          Nonstandardized Agreement.

          (1)  Definition of Leased Employee. Effective for Plan Years beginning
               after December 31, 1996, a Leased Employee, as defined in Code
               (S)414(n), is an individual who performs services for the
               Employer on a substantially full time basis for a period of at
               least one year pursuant to an agreement between the Employer and
               a leasing organization, provided such services are performed
               under the primary direction or control of the recipient Employer.
               For Plan Years beginning before January 1, 1997, the definition
               of Leased Employee is as defined under Code (S)414(n), as in
               effect for such years.

          (2)  Credit for benefits. If a Leased Employee receives contributions
               or benefits under a plan maintained by the leasing organization
               that are attributable to services performed for the Employer,
               such contributions or benefits shall be treated as provided by
               the Employer.

          (3)  Safe harbor plan. A Leased Employee will not be considered an
               Employee of the Employer if such Leased Employee is covered by a
               money purchase plan of the leasing organization which provides:
               (i) a nonintegrated employer contribution of at least 10% of
               compensation, (ii) immediate participation, and (iii) full and
               immediate vesting. For this paragraph to apply, Leased Employees
               must not constitute more than 20% of the total Nonhighly
               Compensated Employees of the Employer.

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1.3  Employees of Related Employers. Employees of the Employer that executes the
     Signature Page of the Agreement and Employees of any Related Employer that
     executes a Co-Sponsor Adoption Page under the Agreement are eligible to
     participate in this Plan.

     (a)  Nonstandardized Agreement. In a Nonstandardized Agreement, a Related
          Employer is not required to execute a Co-Sponsor Adoption Page.
          However, Employees of a Related Employer that does not execute a
          Co-Sponsor Adoption Page are not eligible to participate in the Plan.

     (b)  Standardized Agreement. In a Standardized Agreement, Employees of all
          Related Employers are eligible to participate under the Plan upon
          satisfying any required minimum age and/or service conditions (unless
          otherwise excluded under Part 1, #4 of the Agreement). All Related
          Employers (who have Employees who may be eligible under the Plan) must
          execute a Co-Sponsor Adoption Page under the Agreement, so the
          Employees of such Related Employers are eligible to become
          Participants in the Plan. (See Article 21 for applicable rules if a
          Related Employer does not sign the Co-Sponsor Adoption Page and the
          effect of an acquisition or disposition transaction that is described
          in Code (S)410(b)(6)(C).)

1.4  Minimum Age and Service Conditions. Part 1, #5 of the Agreement contains
     specific elections as to the minimum age and service conditions which an
     Employee must satisfy prior to becoming eligible to participate under the
     Plan. An Employee may be required to attain a specific age or to complete a
     certain amount of service with the Employer prior to commencing
     participation under the Plan. If no minimum age or service conditions apply
     to a particular contribution (i.e., the Employer elects "None" under Part
     1, #5.a. of the Agreement), an Employee is treated as satisfying the Plan's
     eligibility requirements on the individual's Employment Commencement Date.

     Different age and service conditions may be selected under Part 1, #5 of
     the 401(k) Agreement for Section 401(k) Deferrals, Employer Matching
     Contributions, and Employer Nonelective Contributions. For purposes of
     applying the eligibility conditions under Part 1, #5, any selection made
     with respect to Section 401(k) Deferrals also will apply to any Employee
     After-Tax Contributions; any selections made with respect to Employer
     Matching Contributions also will apply to any Qualified Matching
     Contributions (QMACs); and any selections made with respect to Employer
     Nonelective Contributions also will apply to any Qualified Nonelective
     Contributions (QNECs), unless otherwise provided under Part 1, #5.f. of the
     Nonstandardized 401(k) Agreement. In addition, any eligibility conditions
     selected with respect to Section 401(k) Deferrals also will apply to any
     Safe Harbor Contributions designated under Part 4E of the 401(k) Agreement,
     unless otherwise provided under Part 4E, #30.d. of the 401(k) Agreement. If
     different conditions apply for different contributions, the rules in this
     Article for determining when an Employee is an Eligible Participant are
     applied separately with respect to each set of eligibility conditions.

     (a)  Maximum permissible age and service conditions. Code (S).410(a)
          provides limits on the maximum permissible age and service conditions
          that may be required prior to Plan participation. The Employer may not
          require an Employee, as a condition of Plan participation, to attain
          an age older than age 21. The Employer also may not require an
          Employee to complete more than one Year of Service, unless the
          Employer elects full and immediate vesting under Part 6 of the
          Agreement, in which case the Employer may require an Employee to
          complete up to two Years of Service. (The Employer may not require an
          Employee to complete more than one Year of Service to be eligible to
          make Section 401(k) Deferrals under the 401(k) Agreement.)

     (b)  Year of Service. Unless the Employer elects otherwise under Part 7,
          #23 of the Agreement [Part 7, #41 of the 401(k) Agreement], an
          Employee will earn one Year of Service for purposes of applying the
          eligibility rules under this Article if the Employee completes at
          least 1,000 Hours of Service with the Employer during an Eligibility
          Computation Period (as defined in subsection (c) below). An Employee
          will receive credit for a Year of Service, as of the end of the
          Eligibility Computation Period, if the Employee completes the required
          Hours of Service during such period, even if the Employee is not
          employed for the entire period. In calculating an Employee's Hours of
          Service for purposes of applying the eligibility rules under this
          Article, the Employer will use the Actual Hours Crediting Method,
          unless elected otherwise under Part 7 of the Agreement. (See Article 6
          of this BPD for a description of alternative service crediting
          methods.)

     (c)  Eligibility Computation Periods. For purposes of determining Years of
          Service under this Article, an Employee's initial Eligibility
          Computation Period is the 12-month period beginning on the Employee's
          Employment Commencement Date. If one Year of Service is required for
          eligibility, and the Employee is not credited with a Year of Service
          for the first Eligibility Computation Period, subsequent Eligibility
          Computation Periods are calculated under the Shift-to-Plan-Year
          Method, unless the Employer elects under Part 7, #24.a. of the
          Agreement [Part 7, #42.a. of the 401(k) Agreement] to use the
          Anniversary Year Method. If two Years of Service are required for
          eligibility, subsequent Eligibility Computation Periods are measured
          on the Anniversary Year Method, unless the Employer elects under Part
          7, #24.b. of the Agreement [Part 7, #42.b. of the 401(k) Agreement] to
          use the Shift-to-Plan-Year Method. In the case of a 401(k) Agreement
          in which a two Years of Service eligibility condition is used for
          either Employer Matching Contributions or Employer Nonelective
          Contributions, the method used to determine Eligibility Computation
          Periods for the two Years of Service condition also will apply to any
          one Year of Service eligibility condition used with respect to any
          other contributions under the Plan.

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          (1)  Shift-to-Plan-Year Method. Under the Shift-to-Plan-Year Method,
               after the initial Eligibility Computation Period, subsequent
               Eligibility Computation Periods are measured using the Plan Year.
               In applying the Shift-to-Plan-Year Method, the first Eligibility
               Computation Period following the shift to the Plan Year is the
               first Plan Year that commences after the Employee's Employment
               Commencement Date. See Section 11.7 for rules that apply if there
               is a short Plan Year.

          (2)  Anniversary Year Method. Under the Anniversary Year Method, after
               the initial Eligibility Computation Period, each subsequent
               Eligibility Computation Period is the 12-month period commencing
               with the anniversary of the Employees Employment Commencement
               Date.

     (d)  Application of eligibility rules.

          (1)  General rule - Effective Date. All Employees who have satisfied
               the conditions for being an Eligible Participant (and have
               reached their Entry Date (as determined under Part 2 of the
               Agreement)) as of the Effective Date of the Plan are eligible to
               participate in the Plan as of the Effective Date (provided the
               Employee is employed on such date and is not otherwise excluded
               from participation under Part 1, #4 of the Agreement). If an
               Employee has satisfied all the conditions for being an Eligible
               Participant as of the Effective Date of the Plan, except the
               Employee has not yet reached his/her Entry Date, the Employee
               will become an Eligible Participant on the appropriate Entry Date
               in accordance with this Article.

          (2)  Dual eligibility provision. The Employer may modify the rule
               described in subsection (1) above by electing under Part 1, #6.a.
               of the Nonstandardized Agreement [Part 1, #6 of the Standardized
               Agreement] to treat all Employees employed on the Effective Date
               of the Plan as Eligible Participants as of such date.
               Alternatively, the Employer may elect under Part 1, #6.b. of the
               Nonstandardized Agreement to apply the dual eligibility provision
               as of a specified date. Any Employee employed as of a date
               designated under Part 1, #6 will be deemed to be an Eligible
               Participant as of the later of such date or the Effective Date of
               this Plan, whether or not the Employee has otherwise satisfied
               the eligibility conditions designated under Part 1, #5 and
               whether or not the Employee has otherwise reached his/her Entry
               Date (as designated under Part 2 of the Agreement). Thus, all
               eligible Employees employed on the date designated under Part 1,
               #6 will commence participating under the Plan as of the
               appropriate date.

     (e)  Amendment of age and service requirements. If the Plan's minimum age
          and service conditions are amended, an Employee who is an Eligible
          Participant immediately prior to the effective date of the amendment
          is deemed to satisfy the amended requirements. This provision may be
          modified under the special Effective Date provisions under Appendix A
          of the Agreement.

1.5  Entry Dates. Part 2 of the Agreement contains specific elections regarding
     the Entry Dates under the Plan. An Employee's Entry Date is the date as of
     which he/she is first considered an Eligible Participant. Depending on the
     elections in Part 2 of the Agreement, the Entry Date may be the exact date
     on which an Employee completes the Plan's age and service conditions, or it
     might be some date that occurs before or after such conditions are
     satisfied. If an Employee is excluded from participation under Part 1, #4
     of the Agreement, see the rules under Section 1.8 of this Article.

     The Employer may elect under Part 2 of the 401(k) Agreement to apply
     different Entry Dates for Section 401(k) Deferrals, Employer Matching
     Contributions, and Employer Nonelective Contributions. Unless provided
     otherwise in Part 2, #8.f. of the Nonstandardized 401(k) Agreement, the
     Entry Date chosen for Section 401(k) Deferrals also applies to any Employee
     After-Tax Contributions and to any Safe Harbor Contributions designated
     under Part 4E of the Agreement; the Entry Date chosen for Employer Matching
     Contributions also applies to any Qualified Matching Contributions (QMACs);
     and the Entry Date chosen for Employer Nonelective Contributions also
     applies to any Qualified Nonelective Contributions (QNECs).

     (a)  Entry Date requirements. Except as provided under Section 1.4(d)(2)
          above, an Employee (other than an Excluded Employee) commences
          participation under the Plan (i.e., becomes an Eligible Participant)
          as of the Entry Date selected in Part 2 of the Agreement, provided the
          individual is employed by the Employer on that Entry Date. (See
          Section 1.7 below for the rules applicable to Employees who are not
          employed on the Entry Date.) In no event may an Eligible Participant's
          Entry Date be later than: (1) the first day of the Plan Year beginning
          after the date on which the Eligible Participant satisfies the maximum
          permissible minimum age and service conditions described in Section
          1.4, or (2) six months after the date the Eligible Participant
          satisfies such age and service conditions.

     (b)  Single annual Entry Date. If the Employer elects a single annual Entry
          Date under Part 2, #8 of the Agreement, the maximum permissible age
          and service conditions described in Section 1.4 above are reduced by
          one-half (1/2) year, unless: (1) the Employer elects under Part 2,
          #7.c. of the Agreement to use the Entry

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          Date nearest the date the Employee satisfies the Plan's minimum age
          and service conditions and the Entry Date is the first day of the Plan
          Year or (2) the Employer elects under Part 2, #7.d. of the Agreement
          to use the Entry Date preceding the date the Employee satisfies the
          Plan's minimum age and service conditions.

1.6  Eligibility Break in Service Rules. For purposes of eligibility to
     participate, an Employee is credited with all Years of Service earned with
     the Employer, except as provided under the following Break in Service
     rules. In applying these Break in Service rules, Years of Service and
     Breaks in Service (as defined in Section 22.26) are measured on the same
     Eligibility Computation Period as defined in Section 1.4(c) above.

     (a)  Rule of Parity Break in Service. This Break in Service rule applies
          only to Participants who are totally nonvested (i.e., 0% vested) in
          their Employer Contribution Account and Employer Matching Contribution
          Account, as applicable. Under this Break in Service rule, if a
          nonvested Participant incurs a period of consecutive one-year Breaks
          in Service which equals or exceeds the greater of five (5) or the
          Participant's aggregate number of Years of Service with the Employer,
          all service earned prior to the consecutive Break in Service period
          will be disregarded and the Participant will be treated as a new
          Employee for purposes of determining eligibility under the Plan. The
          Employer may elect under Part 7, #27 of the Agreement [Part 7, #45 of
          the 401(k) Agreement] not to apply the Rule of Parity Break in Service
          rule.

          (1)  Previous application of the Rule of Parity Break in Service rule.
               In determining a Participant's aggregate Years of Service for
               purposes of applying the Rule of Parity Break in Service, any
               Years of Service otherwise disregarded under a previous
               application of this rule are disregarded.

          (2)  Application to the 401(k) Agreement. The Rule of Parity Break in
               Service rule applies only to determine the individual's right to
               resume as an Eligible Participant with respect to his/her
               Employer Contribution Account and/or Employer Matching
               Contribution Account. In determining whether a Participant is
               totally nonvested for purposes of applying the Rule of Parity
               Break in Service rule, the Participant's Section 401(k) Deferral
               Account, Employee After-Tax Contribution Account, QMAC Account,
               QNEC Account, Safe Harbor Nonelective Contribution Account, Safe
               Harbor Matching Contribution Account, and Rollover Contribution
               Account are disregarded.

     (b)  One-year Break in Service rule for Plans using a two Years of Service
          eligibility condition. If the Employer elects to use the two Years of
          Service eligibility condition under Part 1, #5.e. of the Agreement,
          any Employee who incurs a one-year Break in Service before satisfying
          the two Years of Service eligibility condition will not be credited
          with service earned before such one-year Break in Service.

     (c)  One-year holdout Break in Service rule. The one-year holdout Break in
          Service rule will not apply unless the Employer specifically elects in
          Part 7, #27.b. of the Nonstandardized Agreement [Part 7, #45.b. of the
          Nonstandardized 401(k) Agreement] to have it apply. If the one-year
          holdout Break in Service rule is elected, an Employee who has a
          one-year Break in Service will not be credited for eligibility
          purposes with any Years of Service earned before such one-year Break
          in Service until the Employee has completed a Year of Service after
          the one-year Break in Service. (The one-year holdout Break in Service
          rule does not apply under the Standardized Agreements.)

          (1)  Operating rules. An Employee who is precluded from receiving
               Employer Contributions (other than Section 401(k) Deferrals) as a
               result of the one-year holdout Break in Service rule, and who
               completes a Year of Service following the Break in Service, is
               reinstated as an Eligible Participant as of the first day of the
               12-month measuring period (determined under subsection (2) or (3)
               below) during which the Employee completes the Year of Service.
               Unless otherwise selected under Part 7, #45.b.(1)(b) of the
               Nonstandardized 401(k) Agreement, the one-year holdout Break in
               Service rule does not apply to preclude an otherwise Eligible
               Participant from making Section 401(k) Deferrals to the Plan. If
               the Employer elects under Part 7, #45.b.(1)(b) of the
               Nonstandardized 401(k) Agreement to have the one-year holdout
               Break in Service rule apply to Section 401(k) Deferrals, an
               Employee who is precluded from making Section 401(k) Deferrals as
               a result of this Break in Service rule is re-eligible to make
               Section 401(k) Deferrals immediately upon completing 1,000 Hours
               of Service with the Employer during a subsequent measuring period
               (as determined under subsection (2) or (3) below). No corrective
               action need be taken by the Employer as a result of the failure
               to retroactively permit the Employee to make Section 401(k)
               Deferrals.

          (2)  Plans using the Shift-to-Plan-Year Method. If the Plan uses the
               Shift-to-Plan-Year Method (as defined in Section 1.4(c)(1)) for
               measuring Years of Service, the period for determining whether an
               Employee completes a Year of Service following the one-year Break
               in Service is the 12-month period commencing on the Employee's
               Reemployment Commencement Date and, if necessary, subsequent Plan
               Years beginning with the Plan Year which includes the first
               anniversary of the Employee's Reemployment Commencement Date.

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          (3)  Plans using Anniversary Year Method. If the Plan uses the
               Anniversary Year Method (as defined in Section 1.4(c)(2)) for
               measuring Years of Service, the period for determining whether an
               Employee completes a Year of Service following the one-year Break
               in Service is the 12-month period which commences on the
               Employee's Reemployment Commencement Date and, if necessary,
               subsequent 12-month periods beginning on anniversaries of the
               Employee's Reemployment Commencement Date.

1.7  Eligibility upon Reemployment. Subject to the Break in Service rules under
     Section 1.6, a former Employee is reinstated as an Eligible Participant
     immediately upon rehire if the Employee had satisfied the Plan's minimum
     age and service conditions prior to termination of employment, regardless
     of whether the Employee was actually employed on his/her Entry Date, unless
     the Employee is an Excluded Employee upon his/her return to employment.
     This requirement is deemed satisfied if a rehired Employee is permitted to
     commence making Section 401(k) Deferrals as of the beginning of the first
     payroll period commencing after the Employee's Reemployment Commencement
     Date.

     If an Employee is reemployed prior to his/her Entry Date, the Employee does
     not become an Eligible Participant under the Plan until such Entry Date. A
     rehired Employee who had not satisfied the Plan's minimum age and service
     conditions prior to termination of employment is eligible to participate in
     the Plan on the appropriate Entry Date following satisfaction of the
     eligibility requirements under this Article.

1.8  Operating Rules for Employees Excluded by Class.

     (a)  Eligible Participant becomes part of an excluded class of Employees.
          If an Eligible Participant becomes part of an excluded class of
          Employees, his/her status as an Eligible Participant ceases
          immediately. As provided in subsection (b) below, such Employee's
          status as an Eligible Participant will resume immediately upon his/her
          returning to an eligible class of Employees, regardless of whether
          such date is a normal Entry Date under the Plan, subject to the
          application of any Break in Service rules under Section 1.6 and the
          special rule for Section 401(k) Deferrals under subsection (b) below.

     (b)  Excluded Employee becomes part of an eligible class of Employee. If an
          Excluded Employee becomes part of an eligible class of Employees, the
          following rules apply. If the Entry Date that otherwise would have
          applied to such Employee following his/her completion of the Plan's
          minimum age and service conditions has already passed, then the
          Employee becomes an Eligible Participant on the date he/she becomes
          part of the eligible class of Employees, regardless of whether such
          date is a normal Entry Date under the Plan. This requirement is deemed
          satisfied if the Employee is permitted to commence making Section
          401(k) Deferrals as of the beginning of the first payroll period
          commencing after the Employee becomes part of an eligible class of
          Employees. If the Entry Date that would have applied to such Employee
          has not passed, then the Employee becomes an Eligible Participant on
          such Entry Date. If the Employee has not satisfied the Plan's minimum
          age and service conditions, the Employee will become an Eligible
          Participant on the appropriate Entry Date following satisfaction of
          the eligibility requirements under this Article.

1.9  Relationship to Accrual of Benefits. An Eligible Participant is entitled to
     accrue benefits in the Plan but will not necessarily do so in every Plan
     Year that he/she is an Eligible Participant. Whether an Eligible
     Participant's Account receives an allocation of Employer Contributions
     depends on the requirements set forth in Part 4 of the Agreement. If an
     Employee is an Eligible Participant for purposes of making Section 401(k)
     Deferrals under the 401(k) Agreement, such Employee is treated as an
     Eligible Participant under the Plan regardless of whether he/she actually
     elects to make Section 401(k) Deferrals.

1.10 Waiver of Participation. Unless the Employer elects otherwise under Part
     13, #57 of the Nonstandardized Agreement [Part 13, #75 of the
     Nonstandardized 401(k) Agreement], an Eligible Participant may not waive
     participation under the Plan. For this purpose, a failure to make Section
     401(k) Deferrals or Employee After-Tax Contributions under a 401(k) plan is
     not a waiver of participation. The Employer may elect under Part 13, #57 of
     the Nonstandardized Agreement [Part 13, #75 of the Nonstandardized 401(k)
     Agreement] to permit Employees to make a one-time irrevocable election to
     not participate under the Plan. Such election must be made upon inception
     of the Plan or at any time prior to the time the Employee first becomes
     eligible to participate under any plan maintained by the Employer. An
     Employee who makes a one-time irrevocable election not to participate may
     not subsequently elect to participate under the Plan. An Employee may not
     waive participation under a Standardized Agreement.

     An Employee who elects not to participate under this Section 1.10 is
     treated as a nonbenefiting Employee for purposes of the minimum coverage
     requirements under Code (S)410(b). However, an Employee who makes a
     one-time irrevocable election not to participate, as described in the
     preceding paragraph, is not an Eligible Participant for purposes of
     applying the ADP Test or ACP Test under the 401(k) Agreement. See Section
     17.7(e) and (f). A waiver of participation must be filed in the manner,
     time and on the form required by the Plan Administrator.

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                                    ARTICLE 2
                     EMPLOYER CONTRIBUTIONS AND ALLOCATIONS

This Article describes how Employer Contributions are made to and allocated
under the Plan. The type of Employer Contributions that may be made under the
Plan and the method for allocating such contributions will depend on the type of
Plan involved. Section 2.2 of this BPD provides specific rules regarding
contributions and allocations under a profit sharing plan; Section 2.3 provides
the rules for a 401(k) plan; Section 2.4 provides the rules for a money
purchase plan; and Section 2.5 provides the rules for a target benefit plan.
Part 4 of the Agreement contains the elective provisions for the Employer to
specify the amount and type of Employer Contributions it will make under the
Plan and to designate any limits on the amount it will contribute to the Plan
each year. Employee After-Tax Contributions, Rollover Contributions and
transfers to the Plan are discussed in Article 3 and the allocation of
forfeitures is discussed in Article 5. Part 3 of the Agreement contains elective
provisions for determining an Employee's Included Compensation for allocation
purposes.

2.1  Amount of Employer Contributions. The Employer shall make Employer
     Contributions to the Trust as determined under the contribution formula
     elected in Part 4 of the Agreement. If this Plan is a 401(k) plan, Employer
     Contributions include Section 401(k) Deferrals, Employer Nonelective
     Contributions, Employer Matching Contributions, QNECs, QMACs, and Safe
     Harbor Contributions, to the extent such contributions are elected under
     the 401(k) Agreement. The Employer has the responsibility for determining
     the amount and timing of Employer Contributions under the terms of the
     Plan.

     (a)  Limitation on Employer Contributions. Employer Contributions are
          subject to the Annual Additions Limitation described in Article 7 of
          this BPD. If allocations to a Participant exceed (or will exceed) such
          limitation, the excess will be corrected in accordance with the rules
          under Article 7. In addition, the Employer must comply with the
          special contribution and allocation rules for Top-Heavy Plans under
          Article 16.

     (b)  Limitation on Included Compensation. For purposes of determining a
          Participant's allocation of Employer Contributions under this Article,
          the Included Compensation taken into account for any Participant for a
          Plan Year may not exceed the Compensation Dollar Limitation under
          Section 22.32.

     (c)  Contribution of property. Subject to the consent of the Trustee, the
          Employer may make its contribution to the Plan in the form of
          property, provided such contribution does not constitute a prohibited
          transaction under the Code or ERISA. The decision to make a
          contribution of property is subject to the general fiduciary rules
          under ERISA.

     (d)  Frozen Plan. The Employer may designate under Part 4, #12 of the
          Agreement [#3 of the 401(k) Agreement] that the Plan is a frozen
          Plan. As a frozen Plan, the Employer will not make any Employer
          Contributions with respect to Included Compensation earned after the
          date identified in the Agreement, and if the Plan is a 401(k) Plan,
          no Participant will be permitted to make Section 401(k) Deferrals or
          Employee After-Tax Contributions to the Plan for any period following
          the effective date identified in the Agreement.

2.2  Profit Sharing Plan Contribution and Allocations. This Section 2.2 sets
     forth rules for determining the amount of any Employer Contributions under
     the profit sharing plan Agreement. This Section 2.2 also applies for
     purposes of determining any Employer Nonelective Contributions under the
     401(k) plan Agreement. In applying this Section 2.2 to the 401(k)
     Agreement, the term Employer Contribution refers solely to Employer
     Nonelective Contributions. Any reference to the Agreement under this
     Section 2.2 is a reference to the profit sharing plan Agreement or 401(k)
     plan Agreement (as applicable).

     (a)  Amount of Employer Contribution. The Employer must designate under
          Part 4, #12 of the profit sharing plan Agreement the amount it will
          contribute as an Employer Contribution under the Plan. If the Employer
          adopts the 401(k) plan Agreement and elects to make Employer
          Nonelective Contributions under Part 4C of the Agreement, the Employer
          must complete Part 4C, #20 of the Agreement, unless the only Employer
          Nonelective Contribution authorized under the Plan is a QNEC under
          Part 4C, #22. An Employer Contribution authorized under this Section
          may be totally within the Employer's discretion or may be a fixed
          amount determined as a uniform percentage of each Eligible
          Participant's Included Compensation or as a fixed dollar amount for
          each Eligible Participant. An Employer Contribution under this Section
          will be allocated to the Eligible Participants' Employer Contribution
          Account in accordance with the allocation formula selected under Part
          4, #13 of the Agreement [Part 4C, #21 of the 401(k) Agreement].

          (1)  Davis-Bacon Contribution Formula. The Employer may elect a
               Davis-Bacon Contribution Formula under Part 4, #12.d. of the
               Nonstandardized Agreement [Part 4C, #20.d. of the Nonstandardized
               401(k) Agreement]. Under the Davis-Bacon Contribution Formula,
               the Employer will provide an Employer Contribution for each
               Eligible Participant who performs Davis-Bacon Act Service. For
               this purpose, Davis-Bacon Act Service is any service performed by
               an Employee under a public contract subject to the Davis-Bacon
               Act or to any other federal, state or municipal prevailing wage
               law. Each such Eligible Participant will receive a contribution
               based on the hourly

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               contribution rate for the Participant's employment
               classification, as designated on Schedule A of the Agreement.
               Schedule A is incorporated as part of the Agreement.

               In applying the Davis-Bacon Contribution Formula under this
               subsection (1), the following default rules will apply. The
               Employer may modify these default rules under Part 4, #12.d.(2)
               of the Nonstandardized Agreement [Part 4C, #20.d.(2) of the
               Nonstandardized 401(k) Agreement].

               (i)  Eligible Employees. Highly Compensated Employees are
                    Excluded Employees for purposes of receiving an Employer
                    Contribution under the Davis-Bacon Contribution Formula.

               (ii) Minimum age and service conditions. No minimum age or
                    service conditions will apply for purposes of determining an
                    Employee's eligibility under the Davis-Bacon Contribution
                    Formula.

               (iii)Entry Date. For purposes of applying the Davis-Bacon
                    Contribution Formula, an Employee becomes an Eligible
                    Participant on his/her Employment Commencement Date.

               (iv) Allocation conditions. No allocation conditions (as
                    described in Section 2.6) will apply for purposes of
                    determining an Eligible Participant's allocation under the
                    Davis-Bacon Contribution Formula.

               (v)  Vesting. Employer Contributions made pursuant to the
                    Davis-Bacon Contribution Formula are always 100% vested.

               (vi) Offset of other Employer Contributions. The contributions
                    under the Davis Bacon Contribution Formula will not offset
                    any other Employer Contributions under the Plan. However,
                    the Employer may elect under Part 4, #12.d.(1) of the
                    Nonstandardized Agreement [Part 4C, #20.d.(1) of the
                    Nonstandardized 401(k) Agreement] to offset any other
                    Employer Contributions made under the Plan by the
                    contributions a Participant receives under the Davis-Bacon
                    Contribution Formula. Under the Nonstandardized 401(k) plan
                    Agreement, the Employer may elect under Part 4C, #20.d.(1)
                    to apply the offset under this subsection to Employer
                    Nonelective Contributions, Employer Matching Contributions,
                    or both.

          (2)  Net Profits. The Employer may elect under Part 4, #12 of the
               Agreement [Part 4B, #16 and Part 4C, #20 of the 401(k)
               Agreement], to limit any Employer Contribution under the Plan to
               Net Profits. Unless modified in the Agreement, Net Profits means
               the Employer's net income or profits determined in accordance
               with generally accepted accounting principles, without any
               reduction for taxes based upon income, or the contributions made
               by the Employer under this Plan or any other qualified plan.
               Unless specifically elected otherwise under Part 4, #12.e.(2) of
               the Nonstandardized Agreement [Part 4C, #20.e.(2) of the
               Nonstandardized 401(k) Agreement], this limit will not apply to
               any Employer Contributions made under a Davis-Bacon Contribution
               Formula.

          (3)  Multiple formulas. If the Employer elects more than one Employer
               Contribution formula, each formula is applied separately. The
               Employer's aggregate Employer Contribution for a Plan Year will
               be the sum of the Employer Contributions under all such formulas.

     (b)  Allocation formula for Employer Contributions. The Employer must elect
          a definite allocation formula under Part 4, #13 of the profit sharing
          plan Agreement that determines how much of the Employer Contribution
          is allocated to each Eligible Participant. If the Employer adopts the
          401(k) plan Agreement and elects to make an Employer Nonelective
          Contribution (other than a QNEC) under Part 4C, #20 of the Agreement,
          Part 4C, #21 also must be completed designating the allocation formula
          under the Plan. An Eligible Participant is only entitled to an
          allocation if such Participant satisfies the allocation conditions
          described in Part 4, #15 of the Agreement [Part 4C, #24 of the 401(k)
          Agreement]. See Section 2.6.

          (1)  Pro Rata Allocation Method. If the Employer elects the Pro Rata
               Allocation Method, a pro rata share of the Employer Contribution
               is allocated to each Eligible Participant's Employer Contribution
               Account. A Participant's pro rata share is determined based on
               the ratio such Participant's Included Compensation bears to the
               total of all Eligible Participants' Included Compensation.
               However, if the Employer elects under Part 4, #12.c. of the
               Agreement [Part 4C, #20.c. of the 401(k) Agreement] to contribute
               a uniform dollar amount for each Eligible Participant, the pro
               rata allocation method allocates that uniform dollar amount to
               each Eligible Participant. If the Employer elects a Davis-Bacon
               Contribution Formula under Part 4, #12.d. of the Nonstandardized
               Agreement [Part 4C, #20.d. of the Nonstandardized 401(k)
               Agreement], the Employer Contributions made pursuant to such
               formula will be allocated to each Eligible

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               Participant based on his/her Davis-Bacon Act Service in
               accordance with the employment classifications identified under
               Schedule A of the Agreement.

          (2)  Permitted Disparity Method. If the Employer elects the Permitted
               Disparity Method, the Employer Contribution is allocated to
               Eligible Participants under the Two-Step Formula or the Four-Step
               Formula (as elected under the Agreement). The Permitted Disparity
               Method only may apply if the Employer elects under the Agreement
               to make a discretionary contribution. The Employer may not elect
               the Permitted Disparity Method under the Plan if another
               qualified plan of the Employer, which covers any of the same
               Employees, uses permitted disparity in determining the allocation
               of contributions or the accrual of benefits under the plan.

               For purposes of applying the Permitted Disparity Method, Excess
               Compensation is the portion of an Eligible Participant's Included
               Compensation that exceeds the Integration Level. The Integration
               Level is the Taxable Wage Base, unless the Employer designates a
               different amount under Part 4, #14.b.(2) of the Agreement [Part
               4C, #23.b.(2) of the 401(k) Agreement].

               (i)  Two-Step Formula. If the Employer elects the Two-Step
                    Formula, the following allocation method applies. However,
                    the Employer may elect under Part 4, #14.b.(1) of the
                    Agreement [Part 4C, #23.b.(1) of the 401(k) Agreement] to
                    have the Four-Step Method, as described in subsection (ii)
                    below, automatically apply for any Plan Year in which the
                    Plan is a Top-Heavy Plan.

                    (A)  Step One. The Employer Contribution is allocated to
                         each Eligible Participant's Account in the ratio that
                         each Eligible Participant's Included Compensation plus
                         Excess Compensation for the Plan Year bears to the
                         total Included Compensation plus Excess Compensation of
                         all Eligible Participants for the Plan Year. The
                         allocation under this Step One, as a percentage of each
                         Eligible Participant's Included Compensation plus
                         Excess Compensation, may not exceed the Applicable
                         Percentage under the following table:

                                  Integration Level                   Applicable
                          (as a % of the Taxable Wage Base)           Percentage
                         -----------------------------------          ----------
                                       100%                               5.7%

                           More than 80% but less than 100%               5.4%

                         More than 20% and not more than 80%              4.3%

                                    20% or less                           5.7%

                    (B)  Step Two. Any Employer Contribution remaining after
                         Step One will be allocated in the ratio that each
                         Eligible Participant's Included Compensation for the
                         Plan Year bears to the total Included Compensation of
                         all Eligible Participants for the Plan Year.

               (ii) Four-Step Formula. If the Employer elects the Four-Step
                    Formula, or if the Plan is a Top-Heavy Plan and the Employer
                    elects under the Agreement to have the Four-Step Formula
                    apply for any Plan Year that the Plan is a Top-Heavy Plan,
                    the following allocation method applies. The allocation
                    under this Four-Step Formula may be modified if the Employer
                    maintains a Defined Benefit Plan and elects under Part 13,
                    #54.b. of the Agreement [Part 13, #72.b. of the 401(k)
                    Agreement] to provide a greater top-heavy minimum
                    contribution. See Section 16.2(a)(5)(ii).

                    (A)  Step One. The Employer Contribution is allocated to
                         each Eligible Participant's Account in the ratio that
                         each Eligible Participant's Total Compensation for the
                         Plan Year bears to all Eligible Participants' Total
                         Compensation for the Plan Year, but not in excess of 3%
                         of each Eligible Participant's Total Compensation.

                         For any Plan Year for which the Plan is a Top-Heavy
                         Plan, an allocation will be made under this subsection
                         (A) to any Non-Key Employee who is an Eligible
                         Participant (and is not an Excluded Employee) if such
                         individual is employed as of the last day of the Plan
                         Year, even if such individual fails to satisfy any
                         minimum Hours of Service allocation condition under
                         Part 4, #15 of the Agreement [Part 4C, #24 of the
                         401(k) Agreement]. If the Plan is a Top-Heavy 401(k)
                         Plan, an allocation also will be made under this
                         subsection (A) to any

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                         Employee who is an Eligible Participant for purposes of
                         making Section 401(k) Deferrals under the Plan, even if
                         the individual has not satisfied the minimum age and
                         service conditions under Part 1, #5 of the Agreement
                         applicable to any other contribution types.

                    (B)  Step Two. Any Employer Contribution remaining after the
                         allocation in Step One will be allocated to each
                         Eligible Participant's Account in the ratio that each
                         Eligible Participant's Excess Compensation for the Plan
                         Year bears to the Excess Compensation of all Eligible
                         Participants for the Plan Year, but not in excess of 3%
                         of each Eligible Participant's Included Compensation.

                    (C)  Step Three. Any Employer Contribution remaining after
                         the allocation in Step Two will be allocated to each
                         Eligible Participant's Account in the ratio that the
                         sum of each Eligible Participant's Included
                         Compensation and Excess Compensation bears to the sum
                         of all Eligible Participants' Included Compensation and
                         Excess Compensation. The allocation under this Step
                         Three, as a percentage of each Eligible Participant's
                         Included Compensation plus Excess Compensation, may not
                         exceed the Applicable Percentage under the following
                         table:

                                  Integration Level                   Applicable
                          (as a % of the Taxable Wage Base)           Percentage
                         -----------------------------------          ----------
                                       100%                               2.7%

                           More than 80% but less than 100%               2.4%

                         More than 20% and not more than 80%              1.3%

                                   20% or less                            2.7%

                    (D)  Step Four. Any remaining Employer Contribution will be
                         allocated to each Eligible Participant's Account in the
                         ratio that each Eligible Participant's Included
                         Compensation for the Plan Year bears to all Eligible
                         Participants' Included Compensation for that Plan Year.

          (3)  Uniform points allocation. The Employer may elect under Part 4,
               #13.c. of the Nonstandardized Agreement [Part 4C, #21.c. of the
               Nonstandardized 401(k) Agreement] to allocate the Employer
               Contribution under a uniform points allocation formula. Under
               this formula, the allocation for each Eligible Participant is
               determined based on the Eligible Participant's total points for
               the Plan Year, as determined under the Nonstandardized Agreement.
               An Eligible Participant's allocation of the Employer Contribution
               is determined by multiplying the Employer Contribution by a
               fraction, the numerator of which is the Eligible Participant's
               total points for the Plan Year and the denominator of which is
               the sum of the points for all Eligible Participants for the Plan
               Year.

               An Eligible Participant will receive points for each year(s) of
               age and/or each Year(s) of Service designated under Part 4,
               #13.c. of the Nonstandardized Agreement [Part 4C, #21.c. of the
               Nonstandardized 401(k) Agreement]. In addition, an Eligible
               Participant also may receive points based on his/her Included
               Compensation, if the Employer so elects under the Nonstandardized
               Agreement. Each Eligible Participant will receive the same number
               of points for each designated year of age and/or service and the
               same number of points for each designated level of Included
               Compensation. An Eligible Participant must receive points for
               either age or service, or may receive points for both age and
               service. If the Employer also provides points based on Included
               Compensation, an Eligible Participant will receive points for
               each level of Included Compensation designated under Part 4,
               #13.c.(3) of the Nonstandardized Agreement [Part 4C, #21.c.(3) of
               the Nonstandardized 401(k) Agreement]. For this purpose, the
               Employer may not designate a level of Included Compensation that
               exceeds $200.

               To satisfy the nondiscrimination safe harbor under Treas. Reg.
               (S). 1.401(a)(4)-2, the average of the allocation rates for
               Highly Compensated Employees in the Plan must not exceed the
               average of the allocation rates for the Nonhighly Compensated
               Employees in the Plan. For this purpose, the average allocation
               rates are determined in accordance with Treas. Reg. (S).
               1.401(a)(4)-2(b)(3)(B).

     (c)  Special rules for determining Included Compensation.

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          (1)  Applicable period for determining Included Compensation. In
               determining an Eligible Participant's allocation under Part 4,
               #13 of the Agreement [Part 4C, #21 of the 401(k) Agreement], the
               Participant's Included Compensation is determined separately for
               each period designated under Part 4, #14.a.(1) of the Agreement
               [Part 4C, #23.a.(1) of the 401(k) Agreement]. If the Employer
               elects the Permitted Disparity Method under Part 4, #13.b. of the
               Agreement [Part 4C, #21.b. of the 401(k) Agreement], the period
               designated must be the Plan Year. If the Employer elects the Pro
               Rata Allocation Method or the uniform points allocation formula,
               and elects a period other than the Plan Year, a Participant's
               allocation of Employer Contributions will be determined
               separately for each period based solely on Included Compensation
               for such period. The Employer need not actually make the Employer
               Contribution during the designated period, provided the total
               Employer Contribution for the Plan Year is allocated based on the
               proper Included Compensation.

          (2)  Partial period of participation. If an Employee is an Eligible
               Participant for only part of a Plan Year, the Employer
               Contribution formula(s) will be applied based on such Employee's
               Included Compensation for the period he/she is an Eligible
               Participant. However, the Employer may elect under Part 4,
               #14.a.(2) of the Agreement [Part 4C, #23.a.(2) of the 401(k)
               Agreement] to base the Employer Contribution formula(s) on the
               Employee's Included Compensation for the entire Plan Year,
               including the portion of the Plan Year during which the Employee
               is not an Eligible Participant. In applying this subsection (2)
               to the 401(k) Agreement, an Employee's status as an Eligible
               Participant is determined solely with respect to the Employer
               Nonelective Contribution under Part 4C of the Agreement.

          (3)  Measurement period. Except as provided in subsection (2) above,
               for purposes of determining an Eligible Participant's allocation
               of Employer Contributions, Included Compensation is measured on
               the Plan Year, unless the Employer elects under Part 4, #14.a.(3)
               of the Nonstandardized Agreement [Part 3, #___.b. of the
               Nonstandardized 401(k) Agreement] to measure Included
               Compensation on the calendar year ending in the Plan Year or on
               the basis of any other 12-month period ending in the Plan Year.
               If the Employer elects to measure Included Compensation on the
               calendar year or other 12-month period ending in the Plan Year,
               the Included Compensation of any Employee whose Employment
               Commencement Date is less than 12 months before the end of such
               period must be measured on the Plan Year or such Employee's
               period of participation, as determined under subsection (2)
               above. If the Employer adopts the Nonstandardized 401(k)
               Agreement, any election under Part 3, #1l.b. of the Agreement
               applies for purposes of all contributions permitted under the
               Agreement.

2.3  401(k) Plan Contributions and Allocations. This Section 2.3 applies if the
     Employer has adopted the 401(k) plan Agreement. The 401(k) Agreement is a
     profit sharing plan with a 401(k) feature. Any reference to the Agreement
     under this Section 2.3 is a reference to the 401(k) Agreement. The
     Employer must designate under Part 4 of the Agreement the amount and type
     of Employer Contributions it will make under the Plan. Employer
     Contributions under a 401(k) plan are generally subject to special limits
     and nondiscrimination rules. (See Article 17 for a discussion of the
     special rules that apply to the Employer Contributions under a 401(k)
     plan.) The Employer may make any (or all) of the following contributions
     under the 401(k) Agreement.

     (a)  Section 401(k) Deferrals. If so elected under Part 4A of the
          Agreement, an Eligible Participant may enter into a Salary Reduction
          Agreement with the Employer authorizing the Employer to withhold a
          specific dollar amount or a specific percentage from the Participant's
          Included Compensation and to deposit such amount into the
          Participant's Section 401(k) Deferral Account under the Plan. An
          Eligible Participant may defer with respect to Included Compensation
          that exceeds the Compensation Dollar Limitation, provided the
          deferrals otherwise satisfy the limitations under Code (S)402(g) and
          any other limitations under the Plan. A Salary Reduction Agreement may
          only relate to Included Compensation that is not currently available
          at the time the Salary Reduction Agreement is completed. An Employer
          may elect under Part 4A, #15 of the Agreement to provide a special
          effective date solely for Section 401 (k) Deferrals under the Plan.

          An Employee's Section 401(k) Deferrals are treated as Employer
          Contributions for all purposes under this Plan, except as otherwise
          provided under the Code or Treasury regulations. If the Employer
          adopts the Nonstandardized 401(k) Agreement and does not elect to
          allow Section 401(k) Deferrals under Part 4A of the Agreement, the
          only contributions an Eligible Participant may make to the Plan are
          Employee After-Tax Contributions as authorized under Article 3 of this
          BPD and Part 4D of the Nonstandardized Agreement. In either case, an
          Eligible Participant may also receive Employer Nonelective
          Contributions and/or Employer Matching Contributions under the Plan,
          to the extent authorized under the Agreement. (The Employee may not
          make Employee After-Tax Contributions under the Standardized 401(k)
          Agreement.)

          (1)  Change in deferral election. At least once a year, an Eligible
               Participant may enter into a new Salary Reduction Agreement, or
               may change his/her elections under an existing Salary Reduction
               Agreement, at the time and in the manner prescribed by the Plan
               Administrator on the Salary

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               Reduction Agreement form (or other written procedures). The
               Salary Reduction Agreement may also provide elections as to the
               investment funds into which the Section 401(k) Deferrals will be
               contributed and the time and manner a Participant may change such
               elections.

          (2)  Automatic deferral election. If elected under Part 4A, #14 of the
               Agreement, the Employer will automatically withhold the amount
               designated under Part 4A, #14 from Eligible Participants'
               Included Compensation for payroll periods starting with such
               Participants' Entry Date, unless the Eligible Participant
               completes a Salary Reduction Agreement electing a different
               deferral amount (including a zero deferral amount). The Employer
               must designate in Part 4A, #14 of the Agreement the date as of
               which an Employee's deferral election will be taken into account
               to override the automatic deferral election under this
               subparagraph (2). This automatic deferral election does not apply
               to any Eligible Participant who has elected to defer an amount
               equal to or greater than the automatic deferral amount designated
               in Part 4A, #14 of the Agreement. The Employer may elect under
               Part 4A, #14.b. of the Agreement to apply the automatic deferral
               election only to Employees who become Eligible Participants after
               a specified date. The Plan Administrator will deposit all amounts
               withheld pursuant to this automatic deferral election into the
               appropriate Participant's Section 401(k) Deferral Account.

               Prior to the time an automatic deferral election first goes into
               effect, an Eligible Participant must receive written notice
               concerning the effect of the automatic deferral election and
               his/her right to elect a different level of deferral under the
               Plan, including the right to elect not to defer. After receiving
               the notice, an Eligible Participant must have a reasonable time
               to enter into a new Salary Reduction Agreement before any
               automatic deferral election goes into effect.

     (b)  Employer Matching Contributions. If so elected under Part 4B of the
          Agreement, the Employer will make an Employer Matching Contribution,
          in accordance with the matching contribution formula(s) selected in
          Part 4B, #16, to Eligible Participants who satisfy the allocation
          conditions under Part 4B, #19 of the Agreement. See Section 2.6. Any
          Employer Matching Contribution determined under Part 4B, #16 will be
          allocated to the Eligible Participant's Employer Matching Contribution
          Account.

          (1)  Applicable contributions. The Employer must elect under the
               Nonstandardized Agreement whether the matching contribution
               formula(s) applies to Section 401(k) Deferrals, Employee
               After-Tax Contributions, or both. Under the Standardized
               Agreement, Employer Matching Contributions apply only to Section
               401(k) Deferrals. The contributions eligible for an Employer
               Matching Contribution are referred to under this Section as
               "applicable contributions." If a matching formula applies to both
               Section 401(k) Deferrals and Employee After-Tax Contributions,
               such contributions are aggregated to determine the Employer
               Matching Contribution allocated under the formula.

          (2)  Multiple formulas. If the Employer elects more than one matching
               contribution formula under Part 4B, #16 of the Agreement, each
               formula is applied separately. An Eligible Participant's
               aggregate Employer Matching Contributions for a Plan Year will be
               the sum of the Employer Matching Contributions the Participant is
               entitled to under all such formulas.

          (3)  Applicable contributions taken into account under the matching
               contribution formula. The Employer must elect under Part 4B,
               #17.a. of the Agreement the period for which the applicable
               contributions are taken into account in applying the matching
               contribution formula(s) and in applying any limits on the amount
               of such contributions that may be taken into account under the
               formula(s). In applying the matching contribution formula(s),
               applicable contributions (and Included Compensation) are
               determined separately for each designated period and any limits
               on the amount of applicable contributions taken into account
               under the matching contribution formula(s) are applied separately
               for each designated period.

          (4)  Partial period of participation. In applying the matching
               contribution formula(s) under the Plan to an Employee who is an
               Eligible Participant for only part of the Plan Year, the Employer
               may elect under Part 4B, #17.b. of the Agreement to take into
               account Included Compensation for the entire Plan Year or only
               for the portion of the Plan Year during which the Employee is an
               Eligible Participant. Alternatively, the Employer may elect under
               Part 4B, #17.b.(3) of the Agreement to take into account Included
               Compensation only for the period that the Employee actually makes
               applicable contributions under the Plan. In applying this
               subsection (4), an Employee's status as an Eligible Participant
               is determined solely with respect to the Employer Matching
               Contribution under Part 4B of the Agreement.

     (c)  Qualified Matching Contributions (QMACs). If so elected under Part 4B,
          #18 of the Agreement, the Employer may treat all (or a portion) of its
          Employer Matching Contributions as QMACs. If an Employer Matching
          Contribution is designated as a QMAC, it must satisfy the requirements
          for a QMAC (as described in Section 17.7(g)) at the time the
          contribution is made to the Plan and must be allocated to the
          Participant's

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          QMAC Account. To the extent an Employer Matching Contribution is
          treated as a QMAC under Part 4B, #18, such contribution will be 100%
          vested, regardless of any inconsistent elections under Part 6 of the
          Agreement relating to Employer Matching Contributions. (See Sections
          17.2(d)(2) and 17.3(d)(2) for the ability to make QMACs to correct an
          ADP or ACP failure without regard to any election under Part 4B, #18
          of the Agreement.)

          Under Part 4B, #18, the Employer may designate all Employer Matching
          Contributions as QMACs or may designate only those Employer Matching
          Contributions under specific matching contribution formula(s) to be
          QMACs. Alternatively, the Employer may authorize a discretionary QMAC,
          in addition to the Employer Matching Contributions designated under
          Part 4B, #16, to be allocated uniformly as a percentage of Section
          401(k) Deferrals made during the Plan Year. The Employer may elect
          under the Agreement to allocate the discretionary QMAC only to
          Eligible Participants who are Nonhighly Compensated Employees or to
          all Eligible Participants. If the Employer elects both a discretionary
          Employer Matching Contribution formula and a discretionary QMAC
          formula, the Employer must designate, in writing, the extent to which
          any matching contribution is intended to be an Employer Matching
          Contribution or a QMAC.

     (d)  Employer Nonelective Contributions. If so elected under Part 4C of the
          Agreement, the Employer may make Employer Nonelective Contributions on
          behalf of each Eligible Participant under the Plan who has satisfied
          the allocation conditions described in Part 4C, #24 of the Agreement.
          See Section 2.6. The Employer must designate under Part 4C, #20 of the
          Agreement the amount of any Employer Nonelective Contributions it
          wishes to make under the Plan. The amount of any Employer Nonelective
          Contributions authorized under the Plan and the method of allocating
          such contributions is described in Section 2.2 of this Article.

     (e)  Qualified Nonelective Contributions (QNECs). The Employer may elect
          under Part 4C, #22 of the Agreement to permit discretionary QNECs
          under the Plan. A QNEC must satisfy the requirements for a QNEC (as
          described in Section 17.7(h)) at the time the contribution is made to
          the Plan and must be allocated to the Participant's QNEC Account. If
          the Plan authorizes the Employer to make both a discretionary Employer
          Nonelective Contribution and a discretionary QNEC, the Employer must
          designate, in writing, the extent to which any contribution is
          intended to be an Employer Nonelective Contribution or a QNEC. To the
          extent an Employer Nonelective Contribution is treated as a QNEC under
          Part 4C, #22, such contribution will be 100% vested, regardless of any
          inconsistent elections under Part 6 of the Agreement relating to
          Employer Nonelective Contributions. (See Sections 17.2(d)(2) and
          17.3(d)(2) for the ability to make QNECs to correct an ADP or ACP
          failure without regard to any election under Part 4C, #22 of the
          Agreement.)

          If the Employer makes a QNEC for the Plan Year, it will be allocated
          to Participants' QNEC Account based on the allocation method selected
          by the Employer under Part 4C, #22 of the Agreement. An Eligible
          Participant will receive a QNEC allocation even if he/she has not
          satisfied any allocation conditions designated under Part 4C, #24 of
          the Agreement, unless the Employer elects otherwise under the Part 4C,
          #22.c. of the Agreement.

          (1)  Pro Rata Allocation Method. If the Employer elects the Pro Rata
               Allocation Method under Part 4C, #22.a. of the Agreement, any
               Employer Nonelective Contribution properly designated as a QNEC
               will be allocated as a uniform percentage of Included
               Compensation to all Eligible Participants who are Nonhighly
               Compensated Employees or to all Eligible Participants, as
               specified under Part 4C, #22.a.

          (2)  Bottom-up QNEC method. If the Employer elects the Bottom-up QNEC
               method under Part 4C, #22.b. of the Agreement, any Employer
               Nonelective Contribution properly designated as a QNEC will be
               first allocated to the Eligible Participant with the lowest
               Included Compensation for the Plan Year for which the QNEC is
               being allocated. To receive an allocation of the QNEC under this
               subsection (2), the Eligible Participant must be a Nonhighly
               Compensated Employee for the Plan Year for which the QNEC is
               being allocated.

               The QNEC will be allocated to the Eligible Participant with the
               lowest Included Compensation until all of the QNEC has been
               allocated or until the Eligible Participant has reached his/her
               Annual Additions Limitation, as described in Article 7. For this
               purpose, if two or more Eligible Participants have the same
               Included Compensation, the QNEC will be allocated equally to each
               Eligible Participant until all of the QNEC has been allocated, or
               until each Eligible Participant has reached his/her Annual
               Additions Limitation. If any QNEC remains unallocated, this
               process is repeated for the Eligible Participant(s) with the next
               lowest level of Included Compensation in accordance with the
               provisions under this subsection (2), until all of the QNEC is
               allocated.

     (f)  Safe Harbor Contributions. If so elected under Part 4E of the 401(k)
          Agreement, the Employer may elect to treat this Plan as a Safe Harbor
          401(k) Plan. To qualify as a Safe Harbor 401(k) Plan, the Employer
          must make a Safe Harbor Nonelective Contribution or a Safe Harbor
          Matching Contribution under the Plan. Such contributions are subject
          to special vesting and distribution restrictions and must be allocated
          to the Eligible

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          Participants' Safe Harbor Nonelective Contribution Account or Safe
          Harbor Matching Contribution Account, as applicable. Section 17.6
          describes the requirements that must be met to qualify as a Safe
          Harbor 401(k) Plan and the method for calculating the amount of the
          Safe Harbor Contribution that must be made under the Plan.

     (g)  Prior SIMPLE 401(k) plan. If this Agreement is being used to amend or
          restate a 401(k) plan which complied with the SIMPLE 401(k) plan
          provisions under Code (S)401(k)(11), any provision in this Agreement
          which is inconsistent with the SIMPLE 401(k) plan provisions is not
          effective for any Plan Year during which the plan complied with the
          SIMPLE 401(k) plan provisions.

2.4  Money Purchase Plan Contribution and Allocations. This Section 2.4 applies
     if the Employer has adopted the money purchase plan Agreement. Any
     reference to the Agreement under this Section 2.4 is a reference to the
     money purchase plan Agreement.

     (a)  Employer Contributions. The Employer must elect under Part 4 of the
          Nonstandardized Agreement to make Employer Contributions under one or
          more of the following methods:

          (1)  as a uniform percentage of each Eligible Participant's Included
               Compensation;

          (2)  as a uniform dollar amount for each Eligible Participant;

          (3)  under the Permitted Disparity Method (using either the individual
               method or group method);

          (4)  under a formula based on service with the Employer; or

          (5)  under a Davis-Bacon Contribution Formula.

          Under the Standardized Agreement, the Employer may only elect to make
          an Employer Contribution as a uniform percentage of Included
          Compensation, a uniform dollar amount, or under the Permitted
          Disparity Method.

          An Eligible Participant is only entitled to share in the Employer
          Contribution if such Participant satisfies the allocation conditions
          described under Part 4, #15 of the Agreement. See Section 2.6.

          If the Employer elects more than one Employer Contribution formula
          under Part 4, #12 of the Agreement, each formula is applied
          separately. An Eligible Participant's aggregate Employer Contributions
          for a Plan Year will be the sum of the Employer Contributions the
          Participant is entitled to under all such formulas.

     (b)  Uniform percentage or uniform dollar amount. The contribution made by
          the Employer must be allocated to Eligible Participants in a
          definitely determinable manner. If the Employer elects to make an
          Employer Contribution as a uniform percentage of Included Compensation
          under Part 4, #12.a. of the Agreement or as a uniform dollar amount
          under Part 4, #12.b. of the Agreement, each Eligible Participant's
          allocation of the Employer Contribution will equal the amount
          determined under the contribution formula elected under the Agreement.

     (c)  Permitted Disparity Method. The Employer may elect under Part 4,
          #12.c. of the Agreement to use the Permitted Disparity Method using
          either the individual method or the group method. An Employer may not
          elect a Permitted Disparity Method under the Plan if another qualified
          plan of the Employer, which covers any of the same Employees, uses
          permitted disparity in determining the allocation of contributions or
          accrual of benefits under the plan.

          For purposes of applying the Permitted Disparity Method, Excess
          Compensation is the portion of an Eligible Participant's Included
          Compensation that exceeds the Integration Level. The Integration Level
          is the Taxable Wage Base, unless the Employer designates a different
          amount under Part 4, #14.b. of the Agreement.

          (1)  Individual method. If the Employer elects the Permitted Disparity
               Method using the individual method, each Eligible Participant
               will receive an allocation of the Employer Contribution equal to
               the amount determined under the contribution formula under Part
               4, #12.c.(1) of the Agreement. Under the individual Permitted
               Disparity Method, the Employer will contribute (i) a fixed
               percentage of each Eligible Participant's Included Compensation
               for the Plan Year plus (ii) a fixed percentage of each Eligible
               Participant's Excess Compensation. The percentage of each
               Eligible Participant's Excess Compensation under (ii) may not
               exceed the lesser of the percentage of total Included
               Compensation contributed under (i) or the Applicable Percentage
               under the following table:

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                                Integration Level                Applicable
                    (As a percentage of the Taxable Wage Base)   Percentage
                    ------------------------------------------   ----------
                                       100%                         5.7%

                         More than 80% but less than 100%           5.4%

                      More than 20% and not more than 80%           4.3%

                                   20% or less                      5.7%

          (2)  Group method. If the Employer elects the Permitted Disparity
               Method using the group method under Part 4, #12.c.(2) of the
               Agreement, the Employer will contribute a fixed percentage (as
               designated in the Agreement) of the total Included Compensation
               for the Plan Year of all Eligible Participants. The total
               Employer Contribution is then allocated among the Eligible
               Participants under either the Two-Step Formula or the Four-Step
               Formula described below.

               (i)  Two-Step Formula. If the Employer elects the Two-Step
                    Formula, the Employer Contribution will be allocated in the
                    same manner as under Section 2.2(b)(2)(i) above. However,
                    the Employer may elect to have the Four-Step Formula
                    automatically apply for any Plan Year in which the Plan is a
                    Top-Heavy Plan.

               (ii) Four-Step Formula. If the Employer elects the Four-Step
                    Formula or if the Plan is a Top-Heavy Plan and the Employer
                    elects to have the Four-Step Formula apply for Plan Years
                    when the Plan is a Top-Heavy Plan, the Employer Contribution
                    will be allocated to Eligible Participants in the same
                    manner as under Section 2.2(b)(2)(ii) above.

     (d)  Contribution based on service. The Employer may elect under Part 4,
          #12.d. of the Nonstandardized Agreement to provide an Employer
          Contribution for each Eligible Participant based on the service
          performed by such Eligible Participant during the Plan Year (or other
          period designated under Part 4, #13.a. of the Agreement). The Employer
          may provide a fixed dollar amount of a fixed percentage of Included
          Compensation for each Hour of Service, each week of employment or any
          other measuring period selected under Part 4, #12.d. of the
          Nonstandardized Agreement. If the Employer elects to make a
          contribution based on service, each Eligible Participant will receive
          an allocation of the Employer Contribution equal to the amount
          determined under the contribution formula under Part 4, #12.d. of the
          Nonstandardized Agreement.

     (e)  Davis-Bacon Contribution Formula. The Employer may elect under Part 4,
          #12.e. of the Nonstandardized Agreement to provide an Employer
          Contribution for each Eligible Participant who performs Davis-Bacon
          Act Service. For this purpose, Davis-Bacon Act Service is any service
          performed by an Employee under a public contract subject to the
          Davis-Bacon Act or to any other federal, state or municipal prevailing
          wage law. Each such Eligible Participant will receive a contribution
          based on the hourly contribution rate for the Participant's employment
          classification, as designated on Schedule A of the Agreement. Schedule
          A is incorporated as part of the Agreement. In applying the
          Davis-Bacon Contribution Formula under this subsection (e), the
          following default rules will apply. The Employer may modify these
          default rules under Part 4, #12.e.(2) of the Nonstandardized Agreement

          (1)  Eligible Employees. Highly Compensated Employees are Excluded
               Employees for purposes of receiving an Employer Contribution
               under the Davis-Bacon Contribution Formula.

          (2)  Minimum age and service conditions. No minimum age or service
               conditions will apply for purposes of determining an Employee's
               eligibility under the Davis-Bacon Contribution Formula.

          (3)  Entry Date. For purposes of applying the Davis-Bacon Contribution
               Formula, an Employee becomes an Eligible Participant on his/her
               Employment Commencement Date.

          (4)  Allocation conditions. No allocation conditions (as described in
               Section 2.6) will apply for purposes of determining an Eligible
               Participant's allocation under the Davis-Bacon Contribution
               Formula.

          (5)  Vesting. Employer Contributions made pursuant to the Davis-Bacon
               Contribution Formula are always 100% vested.

          (6)  Offset of other Employer Contributions. The contributions under
               the Davis Bacon Contribution Formula will not offset any other
               Employer Contributions under the Plan. However, the Employer may
               elect under Part 4, #12.e.(1) of the Nonstandardized Agreement to
               offset any other Employer

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               Contributions made under the Plan by the Employer Contributions a
               Participant receives under the Davis-Bacon Contribution Formula.
               ,

     (f)  Applicable period for determining Included Compensation. In
          determining the amount of Employer Contribution to be allocated to an
          Eligible Participant, Included Compensation is determined separately
          for each period designated under Part 4, #13.a. of the Agreement. If
          the Employer elects the Permitted Disparity Method under Part 4,
          #12.c. of the Agreement, the period designated under Part 4, #13.a.
          must be the Plan Year. If the Employer elects an Employer Contribution
          formula under Part 4, #12 of the Agreement other than the Permitted
          Disparity Method, and elects a period under Part 4, #13.a. other than
          the Plan Year, a Participant's allocation of Employer Contributions
          will be determined separately for each period based solely on Included
          Compensation for such period. If the Employer elects the service
          formula under Part 4, #12.d. of the Nonstandardized Agreement, the
          Employer Contribution also will be determined separately for each
          period designated under Part 4, #13.a. of the Agreement based on
          service performed during such period. The Employer need not actually
          make the Employer Contribution during the designated period, provided
          the total Employer Contribution for the Plan Year is allocated based
          on the proper Included Compensation.

     (g)  Special rules for determining Included Compensation. The same rules as
          discussed under Section 2.2(c)(2) apply to permit the Employer to
          elect under Part 4, #13.b. of the Agreement to take into account an
          Employee's Included Compensation for the entire Plan Year, even if the
          Employee is an Eligible Participant for only part of the Plan Year. If
          no election is made under Part 4, #13.b., only Included Compensation
          for the portion of the Plan Year while an Employee is an Eligible
          Participant will be taken into account in determining an Employee's
          Employer Contribution under the Plan. The Employer also may elect
          under Part 4, #13.c. of the Agreement to take into account Included
          Compensation for the calendar year ending in the Plan Year or other
          12-month period, as provided in Section 2.2(c)(3).

     (h)  Limit on contribution where Employer maintains another plan in
          addition to a money purchase plan. If the Employer adopts the money
          purchase plan Agreement and also maintains another qualified
          retirement plan, the contribution to be made under the money purchase
          plan Agreement (as designated in Part 4 of the Agreement) will not
          exceed the maximum amount that is deductible under Code (S)404(a)(7),
          taking into account all contributions that have been made to the plans
          prior to the date a contribution is made under the money purchase plan
          Agreement.

2.5  Target Benefit Plan Contribution. This Section 2.5 applies if the Employer
     has adopted the target benefit plan Agreement. Any reference to the
     Agreement under this Section 2.5 is a reference to the target benefit plan
     Agreement.

     (a)  Stated Benefit. A Participant's Stated Benefit, as of any Plan Year,
          is the amount determined in accordance with the benefit formula
          selected under Part 4 of the Agreement, payable annually in the form
          of a Straight Life Annuity commencing upon the Participant's Normal
          Retirement Age (as defined in Part 5 of the Agreement) or current age
          (if later). In applying the benefit formula under Part 4, all
          projected Years of Participation (as defined in subsection (d)(10)
          below) are counted beginning with the first Plan Year and projecting
          through the last day of the Plan Year in which the Participant attains
          Normal Retirement Age (or the current Plan Year, if later), assuming
          all relevant factors remain constant for future Plan Years. For this
          purpose, the first Plan Year is the latest of:

          (1)  the first Plan Year in which the Participant becomes an Eligible
               Participant;

          (2)  the first Plan Year immediately following a Plan Year in which
               the Plan did not satisfy the target benefit plan safe harbor
               under Treas. Reg. (S)1.401(a)(4)-8(b)(3); or

          (3)  the first Plan Year taken into account under the Plan's benefit
               formula, as designated in Part 4, #13.c. of the Agreement. If
               Part 4, #13.c. is not completed, the first Plan Year taken into
               account under this subsection (3) will be the original Effective
               Date of this Plan, as designated under #59.a. or #59.b.(2) of the
               Agreement, as applicable.

          If this Plan is a "prior safe harbor plan" then, solely for purposes
          of determining projected Years of Participation, the Plan is deemed to
          satisfy the target benefit plan safe harbor under Treas. Reg. (S)
          1.401(a)(4)-8(b)(3) and the Participant is treated as an Eligible
          Participant under the Plan for any Plan Year beginning prior to
          January 1, 1994. This Plan is a prior safe harbor plan if it was
          originally in effect on September 19, 1991, and on that date the Plan
          contained a stated benefit formula that took into account service
          prior to that date, and the Plan satisfied the applicable
          nondiscrimination requirements for target benefit plans for those
          prior years. For purposes of determining whether a plan satisfies the
          applicable nondiscrimination requirements for target benefit plans for
          Plan Years beginning before January 1, 1994, no amendments after
          September 19, 1991, other than amendments necessary to satisfy
          (S)401(1) of the Code, will be taken into account.

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     (b)  Employer Contribution. Each Plan Year, the Employer will contribute to
          the Plan on behalf of each Eligible Participant who has satisfied the
          allocation conditions under Part 4, #15 of the Agreement, an amount
          necessary to fund the Paricipant's Stated Benefit, determined in
          accordance with the benefit formula selected under Part 4, #13 of the
          Agreement. The Employer's required contribution may be reduced by
          forfeitures in accordance with the provisions of Section 5.5(b).

          (1)  Participant has not reached Normal Retirement Age. If a
               Participant has not reached Normal Retirement Age by the last day
               of the Plan Year, the Employer Contribution for such Plan Year
               with respect to that Participant is the excess, if any, of the
               Present Value Stated Benefit (as defined in subsection (3) below)
               over the Theoretical Reserve (as defined in subsection (4)
               below), multiplied by the appropriate Amortization Factor from
               Table II under Exhibit A of the Agreement. The factors under
               Table II are determined based on the applicable interest rate
               assumptions selected under Part 4, #14.b.(1) of the Agreement.

          (2)  Participant has reached Normal Retirement Age. If a Participant
               has reached Normal Retirement Age by the last day of the Plan
               Year, the Employer Contribution for such Plan Year with respect
               to that Participant is the excess, if any, of the Present Value
               Stated Benefit (as defined in subsection (3) below) over the
               Theoretical Reserve (as defined in subsection (4) below).

          (3)  Present Value Stated Benefit. For purposes of determining the
               Employer Contribution under the Plan, a Participant's Present
               Value Stated Benefit is the Participant's Stated Benefit
               multiplied by the appropriate present value factor under Table I
               or Table IA, as appropriate (if the Participant has not attained
               Normal Retirement Age) or Table IV (if the Participant has
               attained Normal Retirement Age). The Present Value Stated Benefit
               must be further adjusted by the factors under Table III if the
               Normal Retirement Age under the Plan is other than age 65. (See
               Exhibit A under the Agreement for the applicable factors. The
               applicable factors are determined based on the applicable
               interest rate assumptions selected under Part 4, #14.b.(1) of the
               Agreement and assuming a UP-1984 mortality table. If the Employer
               elects a different applicable mortality table under Part 4,
               #14.b.(2), appropriate factors must be attached to the
               Agreement.)

          (4)  Theoretical Reserve. Except as provided in the following
               paragraph, for the first Plan Year for which the Stated Benefit
               is determined (see subsection (a) above), a Participant's
               Theoretical Reserve is zero. For each subsequent Plan Year, the
               Theoretical Reserve is the sum of the Theoretical Reserve for the
               prior Plan Year plus the Employer Contribution required for such
               prior Plan Year. The sum is then adjusted for interest (using the
               Plan's interest assumptions for the prior Plan Year) through the
               last day of the current Plan Year. For any Plan Year following
               the Plan Year in which the Participant attains Normal Retirement
               Age, no interest adjustment is required. For purposes of
               determining a Participant's Theoretical Reserve, minimum
               contributions required solely to comply with the Top-Heavy Plan
               rules under Article 16 are not included.

               If this Plan was a prior safe harbor plan (see the definition of
               prior safe harbor plan under subsection (a) above), with a
               benefit formula that takes into account Plan Years prior to the
               first Plan Year this Plan satisfies the target benefit plan safe
               harbor under Treas. Reg. (S)1.401(a)(4)-8(b)(3)(c), the
               Theoretical Reserve for the first Plan Year is determined by
               subtracting the result in subsection (ii) from the result in
               subsection (i).

               (i)  Determine the present value of the Stated Benefit as of the
                    last day of the Plan Year immediately preceding the first
                    Plan Year this Plan satisfies the target benefit plan safe
                    harbor under Treas. Reg. (S)1.401(a)(4)-8(b)(3)(c), using
                    the actuarial assumptions, the provisions of the Plan, and
                    the Participant's compensation as of such date. For a
                    Participant who has attained Normal Retirement Age, the
                    Stated Benefit will be determined using the actuarial
                    assumptions, the provisions of the Plan, and the
                    Participant's compensation as of such date, using a straight
                    life annuity factor for a Participant whose attained age is
                    the Normal Retirement Age under the Plan.

               (ii) Determine the present value of future Employer Contributions
                    (i.e., the Employer Contributions due each Plan Year using
                    the actuarial assumptions, the provisions of the Plan
                    (disregarding those provisions of the Plan providing for the
                    limitations of (S)415 of the Code or the minimum
                    contributions under (S)416 of the Code)), and the
                    Participant's compensation as of such date, beginning with
                    the first Plan Year through the end of the Plan Year in
                    which the Participant attains Normal Retirement Age.

     (c)  Benefit formula. The Employer may elect under Part 4 of the Agreement
          to apply a Nonintegrated Benefit Formula or an Integrated Benefit
          Formula. The benefit formula selected under Part 4 of the Agreement
          must comply with the target benefit plan safe harbor rules under
          Treas. Reg. (S) 1.401(a)(4)-8(b)(3).

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          (1)  Nonintegrated Benefit Formula. Under a Nonintegrated Benefit
               Formula, benefits provided under Social Security are not taken
               into account when determining an Eligible Participant's Stated
               Benefit. A Nonintegrated Benefit Formula may provide for a Flat
               Benefit or a Unit Benefit.

               (i)  Flat Benefit. The Employer may elect under Part 4, #13.a.(1)
                    of the Agreement to apply a Flat Benefit formula that
                    provides a Stated Benefit equal to a specified percentage of
                    Average Compensation. A Participant's Stated Benefit
                    determined under the Flat Benefit formula will be reduced
                    pro rata if the Participant's projected Years of
                    Participation are less than 25 Years of Participation. For a
                    Participant with less than 25 projected Years of
                    Participation, the base percentage and the excess percentage
                    are reduced by multiplying such percentages by a fraction,
                    the numerator of which is the Participant's projected Years
                    of Participation, and the denominator of which is 25.

               (ii) Unit Benefit. The Employer may elect under Part 4, #13.a.(2)
                    of the Agreement or under Part 4, #13.a.(3) of the
                    Nonstandardized Agreement to apply a Unit Benefit formula
                    that provides a Stated Benefit equal to a specified
                    percentage of Average Compensation multiplied by the
                    Participant's Years of Participation with the Employer. The
                    Employer may elect to limit the Years of Participation taken
                    into account under a Unit Benefit formula, however, the Plan
                    must take into account all Years of Participation up to at
                    least 25 years.

                    If the Employer elects a tiered formula under Part 4,
                    #13.a.(3) of the Nonstandardized Agreement, the highest
                    benefit percentage for any Participant with less than 33
                    Years of Participation cannot be more than one-third larger
                    than the lowest benefit percentage for any Participant with
                    less than 33 Years of Participation. This requirement is
                    satisfied if the percentage under Part 4, #13.a.(3)(a)
                    applies to all Years of Participation up to at least 33. If
                    the percentage under Part 4, #13.a.(3)(a) applies to Years
                    of Participation less than 33, this paragraph will be
                    satisfied if the total Years of Participation taken into
                    account under Part 4, #13.a.(3)(b) and Part 4, #13.a.(3)(d)
                    is not less than 33 and the percentage designated in Part 4,
                    #13.a.(3)(c) is not less than Pl(25-Y)/(33-Y) and is not
                    greater than P1(44-Y)/(33-Y), where P1 is the percentage
                    under Part 4, #13.a.(3)(a) and Y is the number of Years of
                    Participation to which the percentage under Part 4,
                    #13.a.(3)(a) applies. If the total Years of Participation
                    taken into account under Part 4, #13.a.(3)(b) and Part 4,
                    #13.a.(3)(d) is less than 33, a similar calculation applies
                    to any percentage designated in Part 4, #13.a.(3)(e).

          (2)  Integrated Benefit Formula. An Integrated Benefit Formula is
               designed to provide a greater benefit to certain Participants to
               make up for benefits not provided under Social Security. An
               Integrated Benefit Formula may provide for a Flat Excess Benefit,
               a Unit Excess Benefit, a Flat Offset Benefit, or a Unit Offset
               Benefit. An Employer may not elect an Integrated Benefit Formula
               under the Plan if another qualified plan of the Employer, which
               covers any of the same Employees, uses permitted disparity (or
               imputes permitted disparity) in determining the allocation of
               contributions or accrual of benefits under the plan.

               (i)  Flat Excess Benefit. The Employer may elect under Part 4,
                    #13.b.(1) of the Agreement to apply a Flat Excess Benefit
                    formula that provides a Stated Benefit equal to a specified
                    percentage of Average Compensation ("base percentage") plus
                    a specified percentage of Excess Compensation ("excess
                    percentage").

                    (A)  Maximum permitted disparity. In completing a Flat
                         Excess Benefit formula under Part 4, #13.b.(1) of the
                         Agreement, the excess percentage under Part 4,
                         #13.b.(1)(b) may not exceed the Maximum Disparity
                         Percentage identified under subsection (3)(i) below.
                         The excess percentage may be further reduced under the
                         Cumulative Disparity Limit under subsection (3)(iv)
                         below.

                    (B)  Limitation on Years of Participation. The Participant's
                         base percentage and excess percentage under the Flat
                         Excess Benefit formula are reduced pro rata if the
                         Participant's projected Years of Participation are less
                         than 35 years. For a Participant with less than 35
                         projected Years of Participation, the base percentage
                         and the excess percentage are reduced by multiplying
                         such percentages by a fraction, the numerator of which
                         is the Participant's projected Years of Participation,
                         and the denominator of which is 35.

               (ii) Unit Excess Benefit. The Employer may elect under Part 4,
                    #13.b.(2) of the Agreement or under Part 4, #13.b.(3) of the
                    Nonstandardized Agreement to apply a Unit Excess Benefit
                    formula which provides a Stated Benefit equal to a specified
                    percentage of

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                    Average Compensation ("base percentage") plus a specified
                    percentage of Excess Compensation ("excess percentage")
                    multiplied by the Participant's Years of Participation with
                    the Employer.

                    (A)  Maximum permitted disparity. In completing a Unit
                         Excess Benefit formula under Part 4, #13.b. of the
                         Agreement, the excess percentage under the formula may
                         not exceed the Maximum Disparity Percentage identified
                         under subsection (3)(i) below. In addition, if the
                         Employer elects a tiered formula under Part 4,
                         #13.b.(3) of the Nonstandardized Agreement, the
                         percentage designated under Part 4, #13.b.(3)(d) and/or
                         Part 4, #13.b.(3)(f), as applicable, may not exceed the
                         sum of the base percentage under Part 4, #13.b.(3)(a)
                         and the excess percentage under Part 4, #13.b.(3)(b).

                    (B)  Limitation on Years of Participation. The Employer must
                         identify under Part 4, #13.b. the Years of
                         Participation that will be taken into account under the
                         Unit Excess Benefit formula. If the Employer elects a
                         uniform formula under Part 4, #13.b.(2) of the
                         Agreement, the Plan must take into account all Years of
                         Participation up to at least 25. In addition, a
                         Participant may not be required to complete more than
                         35 Years of Participation to earn his/her full Stated
                         Benefit. (See the Cumulative Disparity Limit under
                         subsection (3)(iv) below for additional restrictions
                         that may limit a Participant's Years of Participation
                         that may be taken into account under the Plan.)

                         If the Employer elects a tiered formula under Part 4,
                         #13.b.(3) of the Nonstandardized Agreement and the
                         Years of Participation specified under Part 4,
                         #13.b.(3)(c) is less than 35, the percentage under Part
                         4, #13.b.(3)(d) must equal the sum of the base
                         percentage under Part 4, #13.b.(3)(a) and the excess
                         percentage under Part 4, #13.b.(3)(b) and any Years of
                         Participation required under Part 4, #13.b.(3)(e) may
                         not be less than 35 minus the Years of Participation
                         designated under Part 4, #13.b.(3)(c). (See the
                         Cumulative Disparity Limit under subsection (3)(iv)
                         below for additional restrictions that may limit a
                         Participant's Years of Participation that may be taken
                         into account under the Plan.) If the number of Years of
                         Participation specified under Part 4, #13.b.(3)(c) is
                         less than 35, and Part 4, #13.b.(3)(d) is not checked,
                         the percentage specified under Part 4, #13.b.(3)(f)
                         must equal the sum of the base percentage under Part 4,
                         #13.b.(3)(a) and the excess percentage under Part 4,
                         #13.b.(3)(b).

               (iii) Flat Offset Benefit. The Employer may elect under Part 4,
                    #13.b.(4) of the Nonstandardized Agreement or Part 4,
                    #13.b.(3) of the Standardized Agreement to apply a Flat
                    Offset Benefit formula that provides a Stated Benefit equal
                    to a specified percentage of Average Compensation ("gross
                    percentage") offset by a specified percentage of Offset
                    Compensation ("offset percentage").

                    (A)  Maximum permitted disparity. In applying a Flat Offset
                         Benefit formula, the offset percentage for any
                         Participant may not exceed the Maximum Offset
                         Percentage identified under subsection (3)(ii) below.
                         The offset percentage may be further reduced under the
                         Cumulative Disparity Limit under subsection (3)(iv)
                         below.

                    (B)  Limitation on Years of Participation. The Participant's
                         gross percentage and offset percentage under the Flat
                         Offset Benefit formula are reduced pro rata if the
                         Participant's projected Years of Participation are less
                         than 35 years. For a Participant with less than 35
                         projected Years of Participation, the gross percentage
                         and the offset percentage are reduced by multiplying
                         such percentages by a fraction, the numerator of which
                         is the Participant's projected Years of Participation,
                         and the denominator of which is 35.

               (iv) Unit Offset Benefit. The Employer may elect under Part 4,
                    #13.b.(5) and Part 4, #13.b.(6) of the Agreement or under
                    Part 4, #13.b.(4) of the Standardized Agreement to apply a
                    Unit Offset Benefit formula which provides a Stated Benefit
                    equal to a specified percentage of Average Compensation
                    ("gross percentage") offset by a specified percentage of
                    Offset Compensation ("offset percentage") multiplied by the
                    Participant's Years of Participation with the Employer.

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                    (A)  Maximum permitted offset. In applying a Unit Offset
                         Benefit formula, the offset percentage for any
                         Participant may not exceed the Maximum Offset
                         Percentage identified under subsection (3)(ii) below.
                         In addition, if the Employer elects a tiered formula
                         under Part 4, #13.b.(6) of the Nonstandardized
                         Agreement, the percentage designated under Part 4,
                         #13.b.(6)(d) and/or Part 4, #13.b.(6)(f), as
                         applicable, may not exceed the gross percentage under
                         Part 4, #13.b.(6)(a).

                    (B)  Limitation on Years of Participation. The Employer must
                         identify under Part 4, #13.b. the Years of
                         Participation that will be taken into account under the
                         Unit Offset Benefit formula. If the Employer elects a
                         uniform offset formula under Part 4, #13.b.(5) of the
                         Nonstandardized Agreement or Part 4, #13.b.(4) of the
                         Standardized Agreement, the Plan must take into account
                         all Years of Participation up to at least 25. In
                         addition, a Participant may not be required to complete
                         more than 35 Years of Participation to earn his/her
                         full Stated Benefit. (See the Cumulative Disparity
                         Limit under subsection (3)(iv) below for additional
                         restrictions that may limit a Participant's Years of
                         Participation that may be taken into account under the
                         Plan.)

                         If the Employer elects a tiered offset formula under
                         Part 4, #13.b.(6) of the Nonstandardized Agreement and
                         the Years of Participation specified under Part 4,
                         #13.b.(6)(c) is less than 35, any percentage under Part
                         4, #13.b.(6)(d) must equal the gross percentage under
                         Part 4, #13.d.(6)(a) and any Years of Participation
                         required under Part 4, #13.b.(6)(e) may not be less
                         than 35 minus the Years of Participation designated
                         under Part 4, #13.b.(6)(c). (See the Cumulative
                         Disparity Limit under subsection (3)(iv) below for
                         additional restrictions that may limit a Participant's
                         Years of Participation that may be taken into account
                         under the Plan.) If the number of Years of
                         Participation specified under Part 4, #13.b.(6)(c) is
                         less than 35, and Part 4, #13.b.(6)(d) is not checked,
                         the percentage specified under Part 4, #13.b.(6)(f)
                         must equal the gross percentage under Part 4,
                         #13.b.(6)(a).

          (3)  Special rules for applying Integrated Benefit Formulas under Part
               4, #13.b. of the Agreement.

               (i)  Maximum Disparity Percentage. In applying the Flat Excess
                    Benefit formula described in subsection (2)(i) above or the
                    Unit Excess Benefit formula described in subsection (2)(ii)
                    above, the excess percentage under the formula may not
                    exceed the Maximum Disparity Percentage. Under a Flat Excess
                    Benefit formula, the Maximum Disparity Percentage is the
                    lesser of the base percentage specified under the Agreement
                    or the appropriate factor described under the Simplified
                    Table below multiplied by 35. Under a Unit Excess Benefit
                    formula, the Maximum Disparity Percentage is the lesser of
                    the base percentage specified under the Agreement or the
                    appropriate factor described under the Simplified Table
                    below.

                    In applying the Simplified Table below, NRA is a
                    Participant's Normal Retirement Age under the Plan. If a
                    Participant's Normal Retirement Age is prior to age 55, the
                    applicable factors under the Simplified Table must be
                    further reduced to a factor that is the Actuarial Equivalent
                    of the factor at age 55. (See (iii) below for possible
                    adjustments to the Simplified Table if an Integration Level
                    other than Covered Compensation is selected under Part 4,
                    #14.d.(1) of the Agreement.)

                                         Simplified Table

                                 Maximum                      Maximum
                    NRA   Disparity Percentage   NRA   Disparity Percentage
                    ---   --------------------   ---   --------------------
                     70            0.838          62           0.416
                     69            0.760          61           0.382
                     68            0.690          60           0.346
                     67            0.627          59           0.330
                     66            0.571          58           0.312
                     65            0.520          57           0.294
                     64            0.486          56           0.278
                     63            0.450          55           0.260

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               (ii) Maximum Offset Percentage. In applying the Flat Offset
                    Benefit formula described in subsection (2)(iii) above or
                    the Unit Offset Benefit formula described in subsection
                    (2)(iv) above, the offset percentage under the formula may
                    not exceed the Maximum Offset Percentage. Under a Flat
                    Offset Benefit formula, the Maximum Offset Percentage is the
                    lesser of 50% of the gross percentage specified under the
                    Agreement or the appropriate factor described under the
                    Simplified Table above, multiplied by 35. Under a Unit
                    Offset Benefit formula, the Maximum Offset Percentage is the
                    lesser of 50% of the gross percentage specified under the
                    Agreement or the appropriate factor described under the
                    Simplified Table above.

                    In applying the Simplified Table above, NRA is a
                    Participant's Normal Retirement Age under the Plan. If a
                    Participant's Normal Retirement Age is prior to age 55, the
                    applicable factors under the Simplified Table must be
                    further reduced to a factor that is the Actuarial Equivalent
                    of the factor at age 55. (See (iii) below for possible
                    adjustments to the Simplified Table if an Integration Level
                    other than Covered Compensation is selected under Part 4,
                    #14.d.(1) of the Agreement.)

               (iii) Adjustments to the Maximum Disparity Percentage / Maximum
                    Offset Percentage for Integration Level other than Covered
                    Compensation. The factors under the Simplified Table under
                    subsection (i) above are based on an Integration Level equal
                    to Covered Compensation. If the Employer elects under Part
                    4, #14.d.(1)(b) - (e) of the Agreement to use an Integration
                    Level other than Covered Compensation, the factors under the
                    Simplified Table may have to be modified. If the Employer
                    elects to modify the Integration Level under Part 4,
                    #14.d.(1)(b) or Part 4, #14.d.(1)(c) of the Agreement, no
                    modification to the Simplified Table is required. If the
                    Employer elects to modify the Integration Level under Part
                    4, #14.d.(1)(d) or Part 4, #14.d.(1)(e), the factors under
                    the Modified Table below must be used instead of the factors
                    under the Simplified Table.

                     Modified Table - Factors for Integration Level other than
                                       Covered Compensation

                                 Maximum                      Maximum
                    NRA   Disparity Percentage   NRA   Disparity Percentage
                    ---   --------------------   ---   --------------------
                     70            0.670          62           0.331
                     69            0.608          61           0.305
                     68            0.552          60           0.277
                     67            0.627          59           0.264
                     66            0.502          58           0.250
                     65            0.416          57           0.234
                     64            0.388          56           0.222
                     63            0.360          55           0.208

               (iv) Cumulative Disparity Limit. The Cumulative Disparity Limit
                    applies to further limit the permitted disparity under the
                    Plan. If the Cumulative Disparity Limit applies, the
                    following adjustment will be made to the Participant's
                    Stated Benefit, depending on the type of formula selected
                    under the Agreement.

                    (A)  Flat Excess Benefit. In applying a Flat Excess Benefit
                         formula, if a Participant's cumulative disparity years
                         exceed 35, the excess percentage under the formula will
                         be reduced as provided below. For this purpose, a
                         Participant's cumulative disparity years consist of:
                         (I) the Participant's projected Years of Participation
                         (up to 35); (II) any years the Participant benefited
                         (or is treated as having benefited) under this Plan
                         prior to the Participant's first Year of Participation;
                         and (III) any years credited to the Participant for
                         allocation or accrual purposes under one or more
                         qualified plans or simplified employee pension plans
                         (whether or not terminated) ever maintained by the
                         Employer (other than years counted in (I) or (II)
                         above). For purposes of determining the Participant's
                         cumulative disparity years, all years ending in the
                         same calendar year are treated as the same year.

                         If the Cumulative Disparity Limit applies, the excess
                         percentage under the formula will be reduced by
                         multiplying the excess percentage (as adjusted under
                         this subsection (3)) by a fraction (not less than
                         zero), the numerator of which is 35 minus the sum of
                         the years in (II) and (III) above, and the denominator
                         of which is 35.

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                    (B)  Unit Excess Benefit. In applying a Unit Excess Benefit
                         formula, the projected Years of Participation taken
                         into account under the formula may not exceed the
                         Participant's cumulative disparity years. For this
                         purpose, the Participant's cumulative disparity years
                         equal 35 minus: (1) the years the Participant benefited
                         or is treated as having benefited under this Plan prior
                         to the Participant's first Year of Participation, and
                         (II) the years credited to the Participant for
                         allocation or accrual purposes under one or more
                         qualified plans or simplified employee pension plans
                         (whether or not terminated) ever maintained by the
                         Employer other than years counted in (I) above or
                         counted toward a Participant's projected Years of
                         Participation. For purposes of determining the
                         Participant's cumulative disparity years, all years
                         ending in the same calendar year are treated as the
                         same year.

                    (C)  Flat Offset Benefit. In applying a Flat Offset Benefit
                         formula, if a Participant's cumulative disparity years
                         exceed 35, the gross percentage and offset percentage
                         under the formula will be reduced as provided below.
                         For this purpose, a Participant's cumulative disparity
                         years consist of: (I) the Participant's projected Years
                         of Participation (up to 35); (II) any years the
                         Participant benefited (or is treated as having
                         benefited) under this Plan prior to the Participant's
                         first Year of Participation; and (III) any years
                         credited to the Participant for allocation or accrual
                         purposes under one or more qualified plans or
                         simplified employee pension plans (whether or not
                         terminated) ever maintained by the Employer (other than
                         years counted in (I) or (II) above). For purposes of
                         determining the Participant's cumulative disparity
                         years, all years ending in the same calendar year are
                         treated as the same year.

                         If the Cumulative Disparity Limit applies, the offset
                         percentage will be reduced by multiplying such
                         percentage by a fraction (not less than 0), the
                         numerator of which is 35 minus the sum of the years in
                         (II) and (III) above, and the denominator of which is
                         35. The gross benefit percentage will be reduced by the
                         number of percentage points by which the offset
                         percentage is reduced.

                    (D)  Unit Offset Benefit. In applying a Unit Offset Benefit
                         formula, the Years of Participation taken into account
                         under the formula may not exceed the Participant's
                         cumulative disparity years. For this purpose, the
                         Participant's cumulative disparity years equal 35
                         minus: (I) the years the Participant benefited or is
                         treated as having benefited under this Plan prior to
                         the Participant's first Year of Participation, and (II)
                         the years credited to the Participant for allocation or
                         accrual purposes under one or more qualified plans or
                         simplified employee pension plans (whether or not
                         terminated) ever maintained by the Employer other than
                         years counted in (I) above or counted toward a
                         Participant's projected Years of Service. For purposes
                         of determining the Participant's cumulative disparity
                         years, all years ending in the same calendar year are
                         treated as the same year.

     (d)  Definitions. The following definitions apply for purposes of applying
          the benefit formulas described under this Section 2.5.

          (1)  Average Compensation. The average of a Participant's annual
               Included Compensation during the Averaging Period, as designated
               in Part 3, #11 of the Agreement. If no modifications are made to
               the definition of Average Compensation under Part 3, #11, Average
               Compensation is the average of the Participant's annual Included
               Compensation for the three (3) consecutive Plan Years during the
               Participant's entire employment history which produce the highest
               average.

               (i)  Averaging Period. Unless the Employer elects otherwise under
                    Part 3, #11.a. of the Agreement, the Averaging Period for
                    determining a Participant's Average Compensation is made up
                    of the three (3) consecutive Measuring Periods during the
                    Participant's Employment Period which results in the highest
                    Average Compensation. The Employer may elect under Part 3,
                    #11.a. to apply an alternative Averaging Period which is
                    greater than three (3) consecutive Measuring Periods, may
                    elect to take into account the highest Average Compensation
                    over a period of nonconsecutive Measuring Periods, or may
                    elect to take into account all Measuring Periods during the
                    Participant's Employment Period.

               (ii) Measuring Period. Unless the Employer elects otherwise under
                    Part 3, #11.b. of the Agreement, the Measuring Period for
                    determining Average Compensation is the Plan Year. (If the
                    Plan has a short Plan Year, Average Compensation is based on
                    Included

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                    Compensation earned during the 12-month period ending on the
                    last day of the short Plan Year.) The Employer may elect
                    under Part 3, #11.b. to apply an alternative Measuring
                    Period for determining Average Compensation based on the
                    calendar year or any other designated 12-month period.
                    Alternatively, the Employer may elect to use calendar months
                    as the Measuring Periods. If monthly Measuring Periods are
                    selected under Part 3, #11.b., the Averaging Period
                    designated under Part 3, #11.a. must be at least 36 months.

               (iii) Employment Period. Unless the Employer elects otherwise
                    under Part 3, #11.c. of the Agreement, the Employment Period
                    used to determine Average Compensation is the Participant's
                    entire employment period with the Employer. Instead of
                    measuring Average Compensation over a Participant's entire
                    period of employment, the Employer may elect under Part 3,
                    #11.c. to use Averaging Periods only during the period
                    following the Participant's original Entry Date (as
                    determined under Part 2 of the Agreement) or any other
                    specified period. If the Employer elects an alternative
                    Employment Period under Part 3, #11.c., such Employment
                    Period must end in the current Plan Year and may not be
                    shorter than the Averaging Period selected in Part 3, #11.a.
                    (or the Participant's entire period of employment, if
                    shorter).

               (iv) Drop-out years. Unless elected otherwise under Part 3,
                    #11.d. of the Agreement, all Measuring Periods within a
                    Participant's Employment Period are included for purposes of
                    determining Average Compensation. The Employer may elect
                    under Part 3, #11.d. to exclude the Measuring Period in
                    which the Participant terminates employment or any Measuring
                    Period during which a Participant does not complete a
                    designated number of Hours of Service. If the Employer
                    elects to apply an Hour of Service requirement under Part 3,
                    #11.d.(2), the designated Hours of Service required for any
                    particular Participant may not exceed 75% of the Hours of
                    Service that an Employee working full-time in the same job
                    category as the Participant would earn during the Measuring
                    Period.

                    In determining whether the Measuring Periods within an
                    Averaging Period are consecutive (see subsection (i) above),
                    any Measuring Period excluded under this subsection (iv)
                    will be disregarded.

          (2)  Covered Compensation. For purposes of applying an Integrated
               Benefit Formula, a Participant's Covered Compensation for the
               Plan Year is the average of the Taxable Wage Bases in effect for
               each calendar year during the 35-year period ending on the last
               day of the calendar year in which the Participant attains (or
               will attain) his/her Social Security Retirement Age. In
               determining a Participant's Covered Compensation, the Taxable
               Wage Base in effect as of the beginning of the Plan Year is
               assumed to remain constant for all future years. If a Participant
               is 35 or more years away from his/her Social Security Retirement
               Age, the Participant's Covered Compensation is the Taxable Wage
               Base in effect as of the beginning of the Plan Year. A
               Participant's Covered Compensation remains constant for Plan
               Years beginning after the calendar year in which the Participant
               attains Social Security Retirement Age.

               Unless elected otherwise under Part 4, #14.d.(2) of the
               Agreement, a Participant's Covered Compensation must be adjusted
               every Plan Year to reflect the Taxable Wage Base in effect for
               such year. The Employer may designate under Part 4, #14.d.(2)(a)
               to use Covered Compensation for a Plan Year earlier than the
               current Plan Year. Such earlier Plan Year may not be more than 5
               years before the current Plan Year. For the sixth Plan Year
               following the Plan Year used to calculate Covered Compensation
               (as determined under this sentence), Covered Compensation will be
               adjusted using Covered Compensation for the prior Plan Year.
               Covered Compensation will not be adjusted for Plan Years prior to
               the sixth Plan Year following the Plan Year used to calculate
               Covered Compensation.

               In determining a Participant's Covered Compensation, the Employer
               may elect under Part 4, #14.d.(2)(b) to apply the rounded Covered
               Compensation tables issued by the IRS instead of using the
               applicable Taxable Wage Bases of the Participant.

          (3)  Excess Compensation. Excess Compensation is used for purposes of
               determining a Participant's Normal Retirement Benefit under an
               Excess Benefit Formula. A Participant's Excess Compensation is
               the excess (if any) of the Participant's Average Compensation
               over the Integration Level.

          (4)  Integration Level. The Integration Level under the Plan is used
               for determining the Excess Compensation or Offset Compensation
               used to determine a Participant's Stated Benefit under the Plan.
               The Employer may elect under Part 4, #14.d.(1)(a) of the
               Agreement to use a Participant's Covered Compensation for the
               Plan Year as the Integration Level. Alternatively, the Employer
               may

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               elect under Parts 4, #14.d.(1)(b) - (e) to apply an alternative
               Integration Level under the Plan. (See subsection (c)(3)(iii)
               above for special rules that apply if the Employer elects an
               alternative Integration Level.)

          (5)  Offset Compensation. A Participant's Offset Compensation is used
               to determine a Participant's Stated Benefit under an Offset
               Benefit formula. Unless modified under Part 3, #12 of the
               Agreement, Offset Compensation is the average of a Participant's
               annual Included Compensation over the three (3) consecutive Plan
               Years ending with the current Plan Year. A Participant's Offset
               Compensation is taken into account only to the extent it does not
               exceed the Integration Level under the Plan. For purposes of
               determining a Participant's Offset Compensation, Included
               Compensation which exceeds the Taxable Wage Base in effect for
               the beginning of a Measuring Period will not be taken into
               account.

               (i)  Measuring Period. Unless elected otherwise under Part 3,
                    #12.a. of the Agreement, Offset Compensation is determined
                    based on Included Compensation earned during the Plan Year
                    (or the 12-month period ending on the last day of the Plan
                    Year for a short Plan Year). Instead of using Plan Years,
                    the Employer may elect under Part 3, #12.a. to determine
                    Offset Compensation over the 3-year period ending with or
                    within the current Plan Year based on calendar years or any
                    other designated 12-month period.

               (ii) Drop-out years. Unless elected otherwise under Part 3,
                    #12.b. of the Agreement, Offset Compensation is determined
                    based on the three consecutive Measuring Periods ending with
                    or within the current Plan Year. The Employer may elect
                    under Part 3, #12.b. to disregard the Measuring Period in
                    which a Participant terminates employment for purposes of
                    determining Offset Compensation.

          (6)  Social Security Retirement Age. An Employee's retirement age as
               determined under Section 230 of the Social Security Retirement
               Act. For a Participant who attains age 62 before January 1, 2000
               (i.e., born before January 1, 1938), the Participant's Social
               Security Retirement Age is 65. For a Participant who attains age
               62 after December 31, 1999, and before January 1, 2017 (i.e.,
               born after December 31, 1937, but before January 1, 1955), the
               Participant's Social Security Retirement Age is 66. For a
               Participant attaining age 62 after December 31, 2016 (i.e., born
               after December 31, 1954), the Participant's Social Security
               Retirement Age is 67.

          (7)  Stated Benefit. The amount determined in accordance with the
               benefit formula selected in Part 4 of the Agreement, payable
               annually as a Straight Life Annuity commencing at Normal
               Retirement Age (or current age, if later). (See subsection (a)
               above.)

          (8)  Straight Life Annuity. An annuity payable in equal installments
               for the life of the Participant that terminates upon the
               Participant's death.

          (9)  Taxable Wage Base. Taxable Wage Base is the contribution and
               benefit base under Section 230 of the Social Security Retirement
               Act at the beginning of the Plan Year.

          (10) Year of Participation. For purposes of determining a
               Participant's Stated Benefit under the Plan, a Participant's
               Years of Participation are defined under Part 4, #14.a. of the
               Agreement. (See subsection (a) above for rules regarding the
               determination of a Participant's projected Years of
               Participation.)

               The Employer may elect under Part 4, #14.a.(1) to define an
               Employee's Years of Participation as each Plan Year during which
               the Employee satisfies the allocation conditions designated under
               Part 4, #15 of the Agreement (see Section 2.6 below), including
               Plan Years prior to the Employee's becoming an Eligible
               Participant under the Plan. Alternatively, the Employer may elect
               under Part 4, #14.a.(2) of the Agreement to define an Employee's
               Years of Participation as each Plan Year during which the
               Employee satisfies the allocation conditions designated under
               Part 4, #15 of the Agreement (see Section 2.6 below), taking into
               account only Plan Years during which the Employee is an Eligible
               Participant. The Employer may elect under Part 4, #14.a.(3) to
               disregard any Year of Participation completed prior to a date
               designated under the Agreement.

2.6  Allocation Conditions. In order to receive an allocation of Employer
     Contributions (other than Section 401(k) Deferrals and Safe Harbor
     Contributions), an Eligible Participant must satisfy any allocation
     conditions designated under Part 4, #15 of the Agreement with respect to
     such contributions. (Similar allocation conditions apply under Part 4B,
     #19 of the 401(k) Agreement for Employer Matching Contributions and Part
     4C, #24 of the 401(k) Agreement for Employer Nonelective Contributions.)
     Under the Nonstandardized Agreements, the imposition of an allocation
     condition may cause the Plan to fail the minimum coverage requirements
     under Code (S)410(b), unless the only allocation condition under the Plan
     is a safe harbor allocation condition. (Under the Standardized Agreements,
     the only

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     allocation condition permitted is a safe harbor allocation condition. But
     see (b) below for a special rule upon plan termination.)

     (a)  Safe harbor allocation condition. Under the safe harbor allocation
          condition under Part 4, #15.b. of the Nonstandardized Agreement [Part
          4B, #19.b. and Part 4C, #24.b. of the Nonstandardized 401(k)
          Agreement], the Employer may elect to require an Eligible Participant
          to be employed on the last day of the Plan Year or to complete more
          than a specified number of Hours of Service (not to exceed 500) during
          the Plan Year to receive an allocation of Employer Contributions
          (other than Section 401(k) Deferrals or Safe Harbor Contributions)
          under the Plan. Under this safe harbor allocation condition, an
          Eligible Participant whose employment terminates before he/she
          completes the designated Hours of Service is not entitled to an
          allocation of Employer Contributions subject to such allocation
          condition. However, if an Eligible Participant completes at least the
          designated Hours of Service during a Plan Year, the Participant is
          eligible for an allocation of such Employer Contributions, even if the
          Participant's employment terminates during the Plan Year.

          The imposition of the safe harbor allocation condition will not cause
          the Plan to fail the minimum coverage requirements under Code
          (S)410(b) because Participants who are excluded from participation
          solely as a result of the safe harbor allocation condition are
          excluded from the coverage test. Except as provided under subsection
          (b) below, the safe harbor allocation condition is the only allocation
          condition that may be used under the Standardized Agreement.

     (b)  Application of last day of employment rule for money purchase and
          target benefit Plans in year of termination. The Employer may elect
          under Part 4, #15.c. of the money purchase or target benefit plan
          Nonstandardized Agreement to require an Eligible Participant to be
          employed on the last day of the Plan Year to receive an Employer
          Contribution under the Plan. Regardless of whether the Employer elects
          to apply a last day of employment condition under the money purchase
          or target benefit plan Agreement, in any Plan Year during which a
          money purchase or target benefit Plan is terminated, the last day of
          employment condition applies. Any unallocated forfeitures under the
          Plan will be allocated in accordance with the contribution formula
          designated under Part 4 of the Agreement to each Eligible Participant
          who completes at least one Hour of Service during the Plan Year.

     (c)  Elapsed Time Method. The Employer may elect under Part 4, #15.e. of
          the Nonstandardized Agreement [Part 4B, #19.e. and Part 4C, #24.e. of
          the Nonstandardized 401(k) Agreement] to apply the allocation
          conditions using the Elapsed Time Method. Under the Elapsed Time
          Method, instead of requiring the completion of a specified number of
          Hours of Service, the Employer may require an Employee to be employed
          with the Employer for a specified number of consecutive days.

          (1)  Safe harbor allocation condition. The Employer may elect under
               Part 4, #15.e.(1) of the Agreement [Part 4B, #19.e.(1) and/or
               Part 4C, #24.e.(1) of the Nonstandardized 401(k) Agreement] to
               apply the safe harbor allocation condition (as described in
               subsection (a) above) using the Elapsed Time Method. Under the
               safe harbor Elapsed Time Method, a Participant who terminates
               employment with less than a specified number of consecutive days
               of employment (not more than 91 days) during the Plan Year will
               not be entitled to an allocation of the designated Employer
               Contributions. The use of the safe harbor allocation condition
               under the Elapsed Time Method provides the same protection from
               coverage as described in subsection (a) above.

          (2)  Service condition. Alternatively, the Employer may elect under
               Part 4, #15.e.(2) of the Nonstandardized Agreement [Part 4B,
               #19.e.(2) and/or Part 4C, #24.e.(2) of the Nonstandardized 401
               (k) Agreement] to require an Employee to complete a specified
               number of consecutive days of employment (not exceeding 182) to
               receive an allocation of the designated Employer Contributions.

     (d)  Special allocation condition for Employer Matching Contributions under
          Nonstandardized 401(k) Agreement. The Employer may elect under Part
          4B, #19.f. of the Nonstandardized 401(k) Agreement to require as a
          condition for receiving an Employer Matching Contribution that a
          Participant not withdraw the underlying applicable contributions being
          matched prior to the end of the period for which the Employer Matching
          Contribution is being made. Thus, for example, if the Employer elects
          under Part 4B, #17.a. of the Nonstandardized 401(k) Agreement to apply
          the matching contribution formula on the basis of the Plan Year
          quarter, a Participant would not be entitled to an Employer Matching
          Contribution with respect to any applicable contributions contributed
          during a Plan Year quarter to the extent such applicable contributions
          are withdrawn prior to the end of the Plan Year quarter during which
          they are contributed. A Participant could take a distribution of
          applicable contributions that were contributed for a prior period
          without losing eligibility for a current Employer Matching
          Contribution. This subsection (d) will not prevent a Participant from
          receiving an Employer Matching Contribution merely because the
          Participant takes a loan (as permitted under Article 14) from matched
          contributions.

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     (e)  Application to designated period. The Employer may elect under Part 4,
          #15.f. of the Nonstandardized Agreement [Part 4B, #19.g. and Part 4C,
          #24.f. of the Nonstandardized 401(k) Agreement] to apply any
          allocation condition(s) selected under the Agreement on the basis of
          the period designated under Part 4, #14.a.(1) of the Nonstandardized
          Agreement [Part 4B, #17.a. or Part 4C, #23.a.(1) of the
          Nonstandardized 401(k) Agreement]. If this subsection (e) applies to
          any allocation condition(s) under the Plan, the following procedural
          rules apply. (This subsection (e) does not apply to the target benefit
          plan Agreement. See subsection (3) for rules applicable to the
          Standardized Agreements.)

          (1)  Last day of employment requirement. If the Employer elects under
               Part 4, #15.f. of the Nonstandardized Agreement [Part 4B, #19.g.
               or Part 4C, #24.f. of the Nonstandardized 401(k) Agreement] to
               apply the allocation conditions on the basis of designated
               periods and the Employer elects to apply a last day of employment
               condition under Part 4, #15.c. of the Nonstandardized Agreement
               [Part 4B, #19.c. or Part 4C, #24.c. of the Nonstandardized
               401(k) Agreement], an Eligible Participant will be entitled to
               receive an allocation of Employer Contributions for the period
               designated under Part 4, #14.a.(1) of the Nonstandardized
               Agreement [Part 4B, #17.a. or Part 4C, #23.a.(1) of the
               Nonstandardized 401(k) Agreement] only if the Eligible
               Participant is employed with the Employer on the last day of such
               period. If an Eligible Participant terminates employment prior to
               end of the designated period, no Employer Contribution will be
               allocated to that Eligible Participant for such period. Nothing
               in this subsection (1) will cause an Eligible Participant to lose
               Employer Contributions that were allocated for a period prior to
               the period in which the individual terminates employment.

          (2)  Hours of Service condition. If the Employer elects to apply the
               allocation conditions on the basis of specified periods under
               Part 4, #15.f. of the Agreement [Part 4B, #19.g. or Part 4C,
               #24.f. of the Nonstandardized 401(k) Agreement], and elects to
               apply an Hours of Service condition under Part 4, #15.d. of the
               Nonstandardized Agreement [Part 4B, #19.d. or Part 4C, #24.d. of
               the Nonstandardized 401(k) Agreement], an Eligible Participant
               will be entitled to receive an allocation of Employer
               Contributions for the period designated under Part 4, #14.a.(1)
               of the Nonstandardized Agreement [Part 4B, #17.a. or Part 4C,
               #23.a.(1) of the Nonstandardized 401(k) Agreement] only if the
               Eligible Participant completes the required Hours of Service
               before the last day of such period. In applying the fractional
               method under subsection (i) or the period-by-period method under
               subsection (ii), an Eligible Participant who completes a
               sufficient number of Hours of Service for the Plan Year to earn a
               Year of Service under the Plan will be entitled to a full
               contribution for the Plan Year, as if the Eligible Participant
               satisfied the Hours of Service condition for each designated
               period. A catch-up contribution may be required for such
               Participants.

               (i)  Fractional method. The Employer may elect under Part 4,
                    #15.f.(1) of the Nonstandardized Agreement [Part 4B,
                    #19.g.(1) or Part 4C, #24.f.(1) of the Nonstandardized
                    401(k) Agreement] to apply the Hours of Service condition on
                    the basis of specified period using the fractional method.
                    Under the fractional method, the required Hours of Service
                    for any period are determined by multiplying the Hours of
                    Service required under Part 4, #15.d. of the Nonstandardized
                    Agreement [Part 4B, #19.d. or Part 4C, #24.d. of the
                    Nonstandardized 401(k) Agreement] by a fraction, the
                    numerator of which is the total number of periods completed
                    during the Plan Year (including the current period) and the
                    denominator of which is the total number of periods during
                    the Plat Year. Thus, for example, if the Employer applies a
                    1,000 Hours of Service condition to receive an Employer
                    Matching Contribution and elects to apply such condition on
                    the basis of Plan Year quarters, an Eligible Participant
                    would have to complete 250 Hours of Service by the end of
                    the first Plan Year quarter [1/4 x 1,000], 500 Hours of
                    Service by the end of the second Plan Year quarter [2/4 x
                    1,000], 750 Hours of Service by the end of the third Plan
                    Year quarter [3/4 x 1,000] and 1,000 Hours of Service by the
                    end of the Plan Year [4/4 x 1,000] to receive an allocation
                    of the Employer Matching Contribution for such period. If an
                    Eligible Participant does not complete the required Hours of
                    Service for any period during the Plan Year, no Employer
                    Contribution will be allocated to that Eligible Participant
                    for such period. However, if an Eligible Participant
                    completes the required Hours of Service under Part 4, #15.d.
                    for the Plan Year, such Participant will receive a full
                    contribution for the Plan Year as if the Participant
                    satisfied the Hours of Service conditions for each period
                    during the year. Nothing in this subsection (i) will cause
                    an Eligible Participant to lose Employer Contributions that
                    were allocated for a period during which the Eligible
                    Participant completed the required Hours of Service for such
                    period.

               (ii) Period-by-period method. The Employer may elect under Part
                    4, #15.f.(2) of the Nonstandardized Agreement [Part 4B ,
                    #19.g.(2) or Part 4C, #24.f.(2) of the Nonstandardized
                    401(k) Agreement] to apply the Hours of Service condition on
                    the basis of specified period using the period-by-period
                    method. Under the period-by-period

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                    method, the required Hours of Service for any period are
                    determined separately for such period. The Hours of Service
                    required for any specific period, are determined by
                    multiplying the Hours of Service required under Part 4,
                    #15.d. of the Nonstandardized Agreement [Part 4B, #19.d. or
                    Part 4C, #24.d. of the Nonstandardized 401(k) Agreement] by
                    a fraction, the numerator of which is one (1) and the
                    denominator of which is the total number of periods during
                    the Plan Year. Thus, for example, if the Employer applies a
                    1,000 Hours of Service condition to receive an Employer
                    Matching Contribution and elects to apply such condition on
                    the basis of Plan Year quarters, an Eligible Participant
                    would have to complete 250 Hours of Service in each Plan
                    Year quarter [1/4 x 1,000] to receive an allocation of the
                    Employer Matching Contribution for such period. If an
                    Eligible Participant does not complete the required Hours of
                    Service for any period during the Plan Year, no Employer
                    Contribution will be allocated to that Eligible Participant
                    for such period. However, if an Eligible Participant
                    completes the required Hours of Service under Part 4, #15.d.
                    for the Plan Year, such Participant will receive a full
                    contribution for the Plan Year as if the Participant
                    satisfied the Hours of Service conditions for each period
                    during the year. Nothing in this subsection (ii) will cause
                    an Eligible Participant to lose Employer Contributions that
                    were allocated for a period during which the Eligible
                    Participant completed the required Hours of Service for such
                    period.

          (3)  Safe harbor allocation condition. If the Employer elects to apply
               the allocation conditions on the basis of specified periods under
               Part 4, #15.f. of the Nonstandardized Agreement [Part 4B, #19.g.
               or Part 4C, #24.f. of the Nonstandardized 401(k) Agreement] and
               elects to apply the safe harbor allocation condition under Part
               4, #15.b. of the Nonstandardized Agreement [Part 4B, #19.b. or
               Part 4C, #24.b. of the Nonstandardized 401(k) Agreement], the
               rules under subsection (1) above will apply, without regard to
               the rules under subsection (2) above. Thus, an Eligible Employee
               who terminates during a period designated under Part 4, #14.a.(1)
               of the Nonstandardized Agreement [Part 4B, #17.a. or Part 4C,
               #23.a.(1) of the Nonstandardized 401(k) Agreement] will not
               receive an allocation of Employer Contributions for such period
               if the Eligible Participant has not completed the Hours of
               Service designated under Part 4, #15.b. of the Nonstandardized
               Agreement [Part 4B, #19.b. or Part 4C, #24.b. of the
               Nonstandardized 401(k) Agreement]. Nothing in this subsection
               (3) will cause an Eligible Participant to lose Employer
               Contributions that were allocated for a period prior to the
               period in which the individual terminates employment. (This
               subsection (3) also applies if the Employer elects to apply the
               safe harbor allocation condition on the basis of specified
               periods under Part 4, #15.c. of the Standardized Agreement [Part
               4B, #19.c. or Part 4C, #22.c. of the Standardized 401(k)
               Agreement].)

          (4)  Elapsed Time Method. The election to apply the allocation
               conditions on the basis of specified periods does not apply to
               the extent the Elapsed Time Method applies under Part 4, #15.e.
               of the Nonstandardized Agreement [Part 4B, #19.e. or Part 4C,
               #24.e. of the Nonstandardized 401(k) Agreement]. If an Employer
               elects to apply the allocation conditions on the basis of
               specified periods and elects to apply the Elapsed Time Method, an
               Eligible Employee will be entitled to an allocation of Employer
               Contributions if such Eligible Participant is employed as of the
               last day of such period, without regard to the number of
               consecutive days in such period. Thus, in effect, the Elapsed
               Time Method will only apply to prevent an allocation of Employer
               Contributions for the last designated period in the Plan Year, if
               the Eligible Participant has not completed the consecutive days
               required under Part 4, #15.e. of the Nonstandardized Agreement
               [Part 4B, #19.e. or Part 4C, #24.e. of the Nonstandardized 401
               (k) Agreement] by the end of the Plan Year. The last day of
               employment rules subsection (1) above still may apply (to the
               extent applicable) for periods during which the Eligible
               Participant terminates employment.

2.7  Fail-Safe Coverage Provision. If the Employer has elected to apply a last
     day of the Plan Year allocation condition and/or an Hours of Service
     allocation condition under a Nonstandardized Agreement, the Employer may
     elect under Part 13, #56 of the Nonstandardized Agreement [Part 13, #74 of
     the Nonstandardized 401(k) Agreement] to apply the Fail-Safe Coverage
     Provision. Under the Fail-Safe Coverage Provision, if the Plan fails to
     satisfy the ratio percentage coverage requirements under Code (S)410(b) for
     a Plan Year due to the application of a last day of the Plan Year
     allocation condition and/or an Hours of Service allocation condition, such
     allocation condition(s) will be automatically eliminated for the Plan Year
     for certain otherwise Eligible Participants, under the process described in
     subsections (a) through (d) below, until enough Eligible Participants are
     benefiting under the Plan so that the ratio percentage test of Treasury
     Regulation (S)1.410(b)-2(b)(2) is satisfied.

     If the Employer elects to have the Fail-Safe Coverage Provision apply, such
     provision automatically applies for any Plan Year for which the Plan does
     not satisfy the ratio percentage coverage test under Code (S)410(b).
     (Except as provided in the following paragraph, the Plan may not use the
     average benefits test to comply with the minimum coverage requirements if
     the Fail-Safe Coverage Provision is elected.) The Plan satisfies the ratio
     percentage test if the percentage of the Nonhighly Compensated Employees
     under the Plan is at least 70% of the percentage of the Highly

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     Compensated Employees who benefit under the Plan. An Employee is benefiting
     for this purpose only if he/she actually receives an allocation of Employer
     Contributions or forfeitures or, if testing coverage of a 401(m)arrangement
     (i.e., a Plan that provides for Employer Matching Contributions and/or
     Employee After-Tax Contributions), the Employee would receive an allocation
     allocation of Employer Matching Contributions by making the necessary
     contributions or the Employee is eligible to make Employee After-Tax
     Contributions. To determine the percentage of Nonhighly Compensated
     Employees or Highly Compensated Employees who are benefiting, the following
     Employees are excluded for purposes of applying the ratio percentage test:
     (i) Employees who have not satisfied the Plan's minimum age and service
     conditions under Section 1.4; (ii) Nonresident Alien Employees; (iii) Union
     Employees; and (iv) Employees who terminate employment during the Plan Year
     with less than 501 Hours of Service and do not benefit under the Plan.

     Under the Fail-Safe Coverage Provision, certain otherwise Eligible
     Participants who are not benefiting for the Plan Year as a result of a last
     day of the Plan Year allocation condition or an Hours of Service allocation
     condition will participate under the Plan based on whether such
     Participants are Category 1 Employees or Category 2 Employees.
     Alternatively, the Employer may elect under Part 13, #56.b.(2) of the
     Nonstandardized Agreement [Part 13, #74.b.(2) of the Nonstandardized 401(k)
     Agreement] to apply the special Fail-Safe Coverage Provision described in
     (d) below which eliminates the allocation conditions for otherwise Eligible
     Participants with the lowest Included Compensation. If after applying the
     Fail-Safe Coverage Provision, the Plan does not satisfy the ratio
     percentage coverage test, the Fail-Safe Coverage Provision does not apply,
     and the Plan may use any other available method (including the average
     benefit test) to satisfy the minimum coverage requirements under Code
     (S)410(b).

     (a)  Top-Heavy Plans. Unless provided otherwise under Part 13, #56.b.(1) of
          the Nonstandardized Agreement [Part 13, #74.b.(1) of the
          Nonstandardized 401(k) Agreement], if the Plan is a Top-Heavy Plan,
          the Hours of Service allocation condition will be eliminated for all
          Non-Key Employees who are Nonhighly Compensated Employees, prior to
          applying the Fail-Safe Coverage Provisions under subsections (b) and
          (c) or (d) below.

     (b)  Category 1 Employees - Otherwise Eligible Participants (who are
          Nonhighly Compensated Employees) who are still employed by the
          Employer on the last day of the Plan Year but who failed to satisfy
          the Plan's Hours of Service condition. The Hours of Service allocation
          condition will be eliminated for Category 1 Employees (who did not
          receive an allocation under the Plan due to the Hours of Service
          allocation condition) beginning with the Category 1 Employee(s)
          credited with the most Hours of Service for the Plan Year and
          continuing with the Category 1 Employee(s) with the next most Hours of
          Service until the ratio percentage test is satisfied. If two or more
          Category 1 Employees have the same number of Hours of Service, the
          allocation condition will be eliminated for those Category 1 Employees
          starting with the Category 1 Employee(s) with the lowest Included
          Compensation. If the Plan still fails to satisfy the ratio percentage
          test after all Category 1 Employees receive an allocation, the Plan
          proceeds to Category 2 Employees.

     (c)  Category 2 Employees - Otherwise Eligible Participants (who are
          Nonhighly Compensated Employees) who terminated employment during the
          Plan Year with more than 500 Hours of Service. The last day of the
          Plan Year allocation condition will then be eliminated for Category 2
          Employees (who did not receive an allocation under the Plan due to the
          last day of the Plan Year allocation condition) beginning with the
          Category 2 Employee(s) who terminated employment closest to the last
          day of the Plan Year and continuing with the Category 2 Employee(s)
          with a termination of employment date that is next closest to the last
          day of the Plan Year until the ratio percentage test is satisfied. If
          two or more Category 2 Employees terminate employment on the same day,
          the allocation condition will be eliminated for those Category 2
          Employees starting with the Category 2 Employee(s) with the lowest
          Included Compensation.

     (d)  Special Fail-Safe Coverage Provision. Instead of applying the
          Fail-Safe Coverage Provision based on Category 1 and Category 2
          Employees, the Employer may elect under Part 13, #56.b.(2) of the
          Nonstandardized Agreement [Part 13, #74.b.(2) of the Nonstandardized
          401(k) Agreement] to eliminate the allocation conditions beginning
          with the otherwise Eligible Participant(s) (who are Nonhighly
          Compensated Employees and who did not terminate employment during the
          Plan Year with 500 Hours of Service or less) with the lowest Included
          Compensation and continuing with such otherwise Eligible Participants
          with the next lowest Included Compensation until the ratio percentage
          test is satisfied. If two or more otherwise Eligible Participants have
          the same Included Compensation, the allocation conditions will be
          eliminated for all such individuals.

2.8  Deductible Employee Contributions. The Plan Administrator will not accept
     deductible employee contributions that are made for a taxable year
     beginning after December 31, 1986. Contributions made prior to that date
     will be maintained in a separate Account which will be nonforfeitable at
     all times. The Account will share in the gains and losses under the
     Plan in the same manner as described in Section 13.4. No part of the
     deductible voluntary contribution Account will be used to purchase life
     insurance. Subject to the Joint and Survivor Annuity requirements under
     Article 9 (if applicable), the Participant may withdraw any part of the
     deductible voluntary contribution Account by making a written application
     to the Plan Administrator.

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                                   ARTICLE 3
     EMPLOYEE AFTER-TAX CONTRIBUTIONS, ROLLOVER CONTRIBUTIONS AND TRANSFERS

This Article provides the rules regarding Employee After-Tax Contributions,
Rollover Contributions and transfers that may be made under this Plan. The
Trustee has the authority under Article 12 to accept Rollover Contributions
under this Plan and to enter into transfer agreements concerning the transfer of
assets from another qualified retirement plan to this Plan, if so directed by
the Plan Administrator.

3.1  Employee After-Tax Contributions. The Employer may elect under Part 4D of
     the Nonstandardized 401(k) Agreement to allow Eligible Participants to
     make Employee After-Tax Contributions under the Plan. Employee AfterTax
     Contributions may only be made under the Nonstandardized 401(k) Agreement.
     Any Employee After-Tax Contributions made under this Plan are subject to
     the ACP Test outlined in Section 17.3. (Nothing under this Section
     precludes the holding of Employee After-Tax Contributions under a profit
     sharing plan or money purchase plan that were made prior to the adoption of
     this Prototype Plan.)

     The Employer may elect under Part 4D, #25 of the Nonstandardized 401(k)
     Agreement to impose a limit on the maximum amount of Included Compensation
     an Eligible Participant may contribute as an Employee After-Tax
     Contribution. The Employer may also elect under Part 4D, #26 of the
     Nonstandardized 401(k) Agreement to impose a minimum amount that an
     Eligible Participant may contribute to the Plan during any payroll period.

     Employee After-Tax Contributions must be held in the Participant's Employee
     After-Tax Contribution Account, which is always 100% vested. A Participant
     may withdraw amounts from his/her Employee After-Tax Contribution Account
     at any time, in accordance with the distribution rules under Section
     8.5(a), except as prohibited under Part 10 of the Agreement. No forfeitures
     will occur solely as a result of an Employee's withdrawal of Employee
     After-Tax Contributions.

3.2  Rollover Contributions. An Employee may make a Rollover Contribution to
     this Plan from another "qualified retirement plan" or from a "conduit IRA,"
     if the acceptance of rollovers is permitted under Part 12 of the Agreement
     or if the Plan Administrator adopts administrative procedures regarding the
     acceptance of Rollover Contributions. Any Rollover Contribution an Employee
     makes to this Plan will be held in the Employee's Rollover Contribution
     Account, which is always 100% vested. A Participant may withdraw amounts
     from his/her Rollover Contribution Account at any time, in accordance with
     the distribution rules under Section 8.5(a), except as prohibited under
     Part 10 of the Agreement.

     For purposes of this Section 3.2, a "qualified retirement plan" is any tax
     qualified retirement plan under Code (S)401(a) or any other plan from which
     distributions are eligible to be rolled over into this Plan pursuant to the
     Code, regulations, or other IRS guidance. A "conduit IRA" is an IRA that
     holds only assets that have been properly rolled over to that IRA from a
     qualified retirement plan under Code (S)401(a). To qualify as a Rollover
     Contribution under this Section, the Rollover Contribution must be
     transferred directly from the qualified retirement plan or conduit IRA in a
     Direct Rollover or must be transferred to the Plan by the Employee within
     sixty (60) days following receipt of the amounts from the qualified plan or
     conduit IRA.

     If Rollover Contributions are permitted, an Employee may make a Rollover
     Contribution to the Plan even if the Employee is not an Eligible
     Participant with respect to any or all other contributions under the Plan,
     unless otherwise prohibited under separate administrative procedures
     adopted by the Plan Administrator. An Employee who makes a Rollover
     Contribution to this Plan prior to becoming an Eligible Participant shall
     be treated as a Participant only with respect to such Rollover Contribution
     Account, but shall not be treated as an Eligible Participant until he/she
     otherwise satisfies the eligibility conditions under the Plan.

     The Plan Administrator may refuse to accept a Rollover Contribution if the
     Plan Administrator reasonably believes the Rollover Contribution (a) is not
     being made from a proper plan or conduit IRA; (b) is not being made within
     sixty (60) days from receipt of the amounts from a qualified retirement
     plan or conduit IRA; (c) could jeopardize the tax-exempt status of the
     Plan; or (d) could create adverse tax consequences for the Plan or the
     Employer. Prior to accepting a Rollover Contribution, the Plan
     Administrator may require the Employee to provide satisfactory evidence
     establishing that the Rollover Contribution meets the requirements of this
     Section.

     The Plan Administrator may apply different conditions for accepting
     Rollover Contributions from qualified retirement plans and conduit IRAs.
     Any conditions on Rollover Contributions must be applied uniformly to all
     Employees under the Plan.

3.3  Transfer of Assets. The Plan Administrator may direct the Trustee to accept
     a transfer of assets from another qualified retirement plan on behalf of
     any Employee, even if such Employee is not eligible to receive other
     contributions under the Plan. If a transfer of assets is made on behalf of
     an Employee prior to the Employee's becoming an Eligible Participant, the
     Employee shall be treated as a Participant for all purposes with respect to
     such transferred amount. Any assets transferred to this Plan from another
     plan must be accompanied by written instructions designating the name of

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     each Employee for whose benefit such amounts are being transferred, the
     current value of such assets, and the sources from which such amounts are
     derived. The Plan Administrator will deposit any transferred assets in the
     appropriate Participant's Transfer Account. The Transfer Account will
     contain any sub-Accounts necessary to separately track the sources of the
     transferred assets. Each sub-Account will be treated in the same manner as
     the corresponding Plan Account.

     The Plan Administrator may direct the Trustee to accept a transfer of
     assets from another qualified plan of the Employer in order to comply with
     the qualified replacement plan requirements under Code (S)4980(d) (relating
     to the excise tax on reversions from a qualified plan) without affecting
     the status of this Plan as a Prototype Plan. A transfer made pursuant to
     Code (S)4980(d) will be allocated as Employer Contributions either in the
     Plan Year in which the transfer occurs, or over a period of Plan Years (not
     exceeding the maximum period permitted under Code (S)4980(d)), as provided
     in the applicable transfer agreement. To the extent a transfer described in
     this paragraph is not totally allocable in the Plan Year in which the
     transfer occurs, the portion which is not allocable will be credited to a
     suspense account until allocated in accordance with the transfer agreement.

     The Plan Administrator may refuse to accept a transfer of assets if the
     Plan Administrator reasonably believes the transfer (a) is not being made
     from a proper qualified plan; (b) could jeopardize the tax-exempt status of
     the Plan; or (c) could create adverse tax consequences for the Plan or the
     Employer. Prior to accepting a transfer of assets, the Plan Administrator
     may require evidence documenting that the transfer of assets meets the
     requirements of this Section. The Trustee will have no responsibility to
     determine whether the transfer of assets meets the requirements of this
     Section; to verify the correctness of the amount and type of assets being
     transferred to the Plan; or to perform any due diligence review with
     respect to such transfer.

     (a)  Protection of Protected Benefits. Except in the case of a Qualified
          Transfer (as defined in subsection (d) below), a transfer of assets is
          initiated at the Plan level and does not require Participant or
          spousal consent. If the Plan Administrator directs the Trustee to
          accept a transfer of assets to this Plan, the Participant on whose
          behalf the transfer is made retains all Protected Benefits that
          applied to such transferred assets under the transferor plan.

     (b)  Transferee plan. Except in the case of a Qualified Transfer (as
          defined in subsection (d)), if the Plan Administrator directs the
          Trustee to accept a transfer of assets from another plan which is
          subject to the Joint and Survivor Annuity requirements under Code
          (S)401(a)(11), the amounts so transferred continue to be subject to
          such requirements, as provided in Article 9. If this Plan is not
          otherwise subject to the Qualified Joint and Survivor Annuity
          requirements (as determined under Part 11, #41.a. of the Agreement
          [Part 11, #59.a. of the 401(k) Agreement]), the Qualified Joint and
          Survivor Annuity requirements apply only to the amounts under the
          Transfer Account which are attributable to the amounts which were
          subject to the Qualified Joint and Survivor Annuity requirements under
          the transferor plan. The Employer may override this default rule by
          checking Part 11, #41.b. of the Agreement [Part 11, #59.b. of the
          401(k) Agreement] thereby subjecting the entire Plan to the Qualified
          Joint and Survivor Annuity Requirements.

     (c)  Transfers from a Defined Benefit Plan, money purchase plan or 401(k)
          plan.

          (1)  Defined Benefit Plan. The Plan Administrator will not direct the
               Trustee to accept a transfer of assets from a Defined Benefit
               Plan unless such transfer qualifies as a Qualified Transfer (as
               defined in subsection (d) below) or the assets transferred from
               the Defined Benefit Plan are in the form of paid-up annuity
               contracts which protect all the Participant's Protected Benefits
               under the Defined Benefit Plan. (However, see the special rule
               under the second paragraph of Section 3.3 above regarding
               transfers authorized under Code (S)4980(d).)

          (2)  Money purchase plan. If this Plan is a profit sharing plan or a
               401 (k) plan and the Plan Administrator directs the Trustee to
               accept a transfer of assets from a money purchase plan (other
               than as a Qualified Transfer as defined in subsection (d) below),
               the amounts transferred (and any gains attributable to such
               transferred amounts) continue to be subject to the distribution
               restrictions applicable to money purchase plan assets under the
               transferor plan. Such amounts may not be distributed for reasons
               other than death, disability, attainment of Normal Retirement
               Age, or termination of employment, regardless of any distribution
               provisions under this Plan that would otherwise permit a
               distribution prior to such events.

          (3)  401(k) plan. If the Plan Administrator directs the Trustee to
               accept a transfer of Section 401(k) Deferrals, QMACs, QNECs, or
               Safe Harbor Contributions from a 401 (k) plan, such amounts
               retain their character under this Plan and such amounts
               (including any allocable gains or losses) remain subject to the
               distribution restrictions applicable to such amounts under the
               Code.

     (d)  Qualified Transfer. The Plan may eliminate certain Protected Benefits
          (as provided under subsection (3) below) related to plan assets that
          are received in a Qualified Transfer from another plan. A Qualified
          Transfer

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          is a plan-to-plan transfer of a Participant's benefits that meets the
          requirements under subsection (1) or (2) below.

          (1)  Elective transfer. A plan-to-plan transfer of a Participant's
               benefits from another qualified plans is a Qualified Transfer if
               such transfer satisfies the following requirements.

               (i)  The Participant must have the right to receive an immediate
                    distribution of his/her benefits under the transferor plan
                    at the time of the Qualified Transfer. For transfers that
                    occur on or after January 1, 2002, the Participant must not
                    be eligible at the time of the Qualified Transfer to take an
                    immediate distribution of his/her entire benefit in a form
                    that would be entirely eligible for a Direct Rollover.

               (ii) The Participant on whose behalf benefits are being
                    transferred must make a voluntary, fully informed election
                    to transfer his/her benefits to this Plan.

               (iii) The Participant must be provided an opportunity to retain
                    the Protected Benefits under the transferor plan. This
                    requirement is satisfied if the Participant is given the
                    option to receive an annuity that protects all Protected
                    Benefits under the transferor plan or the option of leaving
                    his/her benefits in the transferor plan.

               (iv) The Participant's spouse must consent to the Qualified
                    Transfer if the transferor plan is subject to the Joint and
                    Survivor Annuity requirements under Article 9. The spouse's
                    consent must satisfy the requirements for a Qualified
                    Election under Section 9.4(d).

               (v)  The amount transferred (along with any contemporaneous
                    Direct Rollover) must not be less than the value of the
                    Participant's vested benefit under the transferor plan.

               (vi) The Participant must be fully vested in the transferred
                    benefit.

          (2)  Transfer upon specified events. For transfers that occur on or
               after September 6, 2000, a plan-to-plan transfer of a
               Participant's entire benefit (other than amounts the Plan accepts
               as a Direct Rollover) from another Defined Contribution Plan that
               is made in connection with an asset or stock acquisition, merger,
               or other similar transaction involving a change in the Employer
               or is made in connection with a Participant's change in
               employment status that causes the Participant to become
               ineligible for additional allocations under the transferor plan,
               is a Qualified Transfer if such transfer satisfies the following
               requirements:

               (i)  The Participant need not be eligible for an immediate
                    distribution of his/her benefits under the transferor plan.

               (ii) The Participant on whose behalf benefits are being
                    transferred must make a voluntary, fully informed election
                    to transfer his/her benefits to this Plan.

               (iii) The Participant must be provided an opportunity to retain
                    the Protected Benefits under the transferor plan. This
                    requirement is satisfied if the Participant is given the
                    option to receive an annuity that protects all Protected
                    Benefits under the transferor plan or the option of leaving
                    his/her benefits in the transferor plan.

               (iv) The benefits must be transferred between plans of the same
                    type. To satisfy this requirement, the transfer must satisfy
                    the following requirements.

                    (A)  To accept a Qualified Transfer under this subsection
                         (2) from a money purchase plan, this Plan also must be
                         a money purchase plan.

                    (B)  To accept a Qualified Transfer under this subsection
                         (2) from a 401(k) plan, this Plan also must be a 401
                         (k) plan.

                    (C)  To accept a Qualified Transfer under this subsection
                         (2) from a profit sharing plan, this Plan may be
                         any type of Defined Contribution Plan.

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          (3)  Treatment of Qualified Transfer.

               (i)  Rollover Contribution Account. If the Plan Administrator
                    directs the Trustee to accept on behalf of a Participant a
                    transfer of assets that qualifies as a Qualified Transfer,
                    the Plan Administrator will treat such amounts as a Rollover
                    Contribution and will deposit such amounts in the
                    Participant's Rollover Contribution Account. A Qualified
                    Transfer may include benefits derived from Employee
                    After-Tax Contributions.

               (ii) Elimination of Protected Benefits. If the Plan accepts a
                    Qualified Transfer, the Plan does not have to protect any
                    Protected Benefits derived from the transferor plan.
                    However, if the Plan accepts a Qualified Transfer that meets
                    the requirements for a transfer under subsection (2) above,
                    the Plan must continue to protect the QJSA benefit if the
                    transferor plan is subject to the QJSA requirements.

     (e)  Trustee's right to refuse transfer. If the assets to be transferred to
          the Plan under this Section 3.3 are not susceptible to proper
          valuation and identification or are of such a nature that their
          valuation is incompatible with other Plan assets, the Trustee may
          refuse to accept the transfer of all or any specific asset, or may
          condition acceptance of the assets on the sale or disposition of any
          specific asset.

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                                   ARTICLE 4
                              PARTICIPANT VESTING

This Article contains the rules for determining the vested (nonforfeitable)
amount of a Participant's Account Balance under the Plan. Part 6 of the
Agreement contains specific elections for applying these vesting rules. Part 7
of the Agreement contains special service crediting elections to override the
default provisions under this Article.

4.1  In General. A Participant's vested interest in his/her Employer
     Contribution Account and Employer Matching Contribution Account is
     determined based on the vesting schedule elected in Part 6 of the
     Agreement. A Participant is always fully vested in his/her Section 401(k)
     Deferral Account, Employee After-Tax Contribution Account, QNEC Account,
     QMAC Account, Safe Harbor Nonelective Contribution Account, Safe Harbor
     Matching Contribution Account, and Rollover Contribution Account.

     (a)  Attainment of Normal Retirement Age. Regardless of the Plan's vesting
          schedule, a Participant's right to his/her Account Balance is fully
          vested upon the date he/she attains Normal Retirement Age, provided
          the Participant is an Employee on or after such date.

     (b)  Vesting upon death, becoming Disabled, or attainment of Early
          Retirement Age. If elected by the Employer in Part 6, #21 of the
          Agreement [Part 6, #39 of the 401(k) Agreement], a Participant will
          become fully vested in his/her Account Balance if the Participant
          dies, becomes Disabled, or attains Early Retirement Age while employed
          by the Employer.

     (c)  Addition of Employer Nonelective Contribution or Employer Matching
          Contribution. If the Plan is a Safe Harbor 401(k) Plan as defined in
          Section 17.6, all amounts allocated to the Participant's Safe Harbor
          Nonelective Contribution Account and/or Safe Harbor Matching
          Contribution Account are always 100% vested. If a Safe Harbor 401(k)
          Plan is amended to add a regular Employer Nonelective Contribution or
          Employer Matching Contribution, a Participant's vested interest in
          such amounts is determined in accordance with the vesting schedule
          selected under Part 6 of the Agreement. The addition of a vesting
          schedule under Part 6 for such contributions is not considered an
          amendment of the vesting schedule under Section 4.7 below merely
          because the Participant was fully vested in his/her Safe Harbor
          Nonelective Contribution Account or Safe Harbor Matching Contribution
          Account.

     (d)  Vesting upon merger, consolidation or transfer. No accelerated vesting
          will be required solely because a Defined Contribution Plan is merged
          with another Defined Contribution Plan, or because assets are
          transferred from a Defined Contribution Plan to another Defined
          Contribution Plan. Thus, for example, Participants will not
          automatically become 100% vested in their Employer Contribution
          Account(s) solely on account of a merger of a money purchase plan with
          a profit sharing or 401(k) Plan or a transfer of assets between such
          Plans. (See Section 18.3 for the benefits that must be protected as a
          result of a merger, consolidation or transfer.)

4.2  Vesting Schedules. The Plan's vesting schedule will determine an Employee's
     vested percentage in his/her Employer Contribution Account and/or Employer
     Matching Contribution Account. The vested portion of a Participant's
     Employer Contribution Account and/or Employer Matching Contribution Account
     is determined by multiplying the Participant's vesting percentage
     determined under the applicable vesting schedule by the total amount under
     the applicable Account.

     The Employer must elect a normal vesting schedule and a Top-Heavy Plan
     vesting schedule under Part 6 of the Agreement. The Top-Heavy Plan vesting
     schedule will apply for any Plan Year in which the plan is a Top-Heavy
     Plan. If this Plan is a 401(k) plan, the Employer must elect a normal and
     Top-Heavy Plan vesting schedule for both Employer Nonelective Contributions
     and Employer Matching Contributions, but only to the extent such
     contributions are authorized under Part 4B and/or Part 4C of the 401(k)
     Agreement.

     The Employer may choose any of the following vesting schedules as the
     normal vesting schedule under Part 6 of the Agreement. For the Top-Heavy
     Plan vesting, the Employer may only choose the full and immediate, 6-year
     graded, 3-year cliff, or modified vesting schedule, as described below.

     (a)  Full and immediate vesting schedule. Under the full and immediate
          vesting schedule, the Participant is always 100% vested in his/her
          Account Balance.

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     (b)  7-year graded vesting schedule. Under the 7-year graded vesting
          schedule, an Employee vests in his/her Employer Contribution Account
          and/or Employer Matching Contribution Account in the following manner:

          After 3 Years of Service - 20% vesting
          After 4 Years of Service - 40% vesting
          After 5 Years of Service - 60% vesting
          After 6 Years of Service - 80% vesting
          After 7 Years of Service - 100% vesting

     (c)  6-year graded vesting schedule. Under the 6-year graded vesting
          schedule, an Employee vests in his/her Employer Contribution Account
          and/or Employer Matching Contribution Account in the following manner:

          After 2 Years of Service - 20% vesting
          After 3 Years of Service - 40% vesting
          After 4 Years of Service - 60% vesting
          After 5 Years of Service - 80% vesting
          After 6 Years of Service - 100% vesting

     (d)  5-year cliff vesting schedule. Under the 5-year cliff vesting
          schedule, an Employee is 100% vested after 5 Years of Service. Prior
          to the fifth Year of Service, the vesting percentage is zero.

     (e)  3-year cliff vesting schedule. Under the 3-year cliff vesting
          schedule, an Employee is 100% vested after 3 Years of Service. Prior
          to the third Year of Service, the vesting percentage is zero.

     (f)  Modified vesting schedule. For the normal vesting schedule, the
          Employer may elect a modified vesting schedule under which the vesting
          percentage for each Year of Service is not less than the percentage
          that would be required for each Year of Service under the 7-year
          graded vesting schedule, unless 100% vesting occurs after no more than
          5 Years of Service. For the Top-Heavy Plan vesting schedule, the
          Employer may elect a modified vesting schedule under which the vesting
          percentage for each Year of Service is not less than the percentage
          that would be required for each Year of Service under the 6-year
          graded vesting schedule, unless 100% vesting occurs after no more than
          3 Years of Service.

4.3  Shift to/from Top-Heavy Vesting Schedule. For a Plan Year in which the Plan
     is a Top-Heavy Plan, the Plan automatically shifts to the Top-Heavy Plan
     vesting schedule. Once a Plan uses a Top-Heavy Plan vesting schedule, that
     schedule will continue to apply for all subsequent Plan Years. The Employer
     may override this default provision under Part 6, #22 of the
     Nonstandardized Agreement [Part 6, #40 of the Nonstandardized 401(k)
     Agreement]. The rules under Section 4.7 will apply when a Plan shifts to or
     from a Top-Heavy Plan vesting schedule.

4.4  Vesting Computation Period. For purposes of computing a Participant's
     vested interest in his/her Employer Contribution Account and/or Employer
     Matching Contribution Account, an Employee's Vesting Computation Period is
     the 12-month period measured on a Plan Year basis, unless the Employer
     elects under Part 7, #26 of the Agreement [Part 7, #44 of the 401(k)
     Agreement] to measure Vesting Computation Periods using Anniversary Years.
     The Employer may designate an alternative 12-month period under Part 7,
     #26.b. of the Nonstandardized Agreement [Part 7, #44.b. of the
     Nonstandardized 401(k) Agreement]. Any Vesting Computation Period
     designated under Part 7, #26.b. or #44.b., as applicable, must be a
     12-consecutive month period and must apply uniformly to all Participants.

     (a)  Anniversary Years. If the Employer elects to measure Vesting
          Computation Periods using Anniversary Years, the Vesting Computation
          Period is the 12-month period commencing on the Employee's Employment
          Commencement Date (or Reemployment Commencement Date) and each
          subsequent 12-month period commencing on the anniversary of such date.

     (b)  Measurement on same Vesting Computation Period. The Plan will measure
          Years of Service and Breaks in Service (if applicable) for purposes of
          vesting on the same Vesting Computation Period.

4.5  Crediting Years of Service for Vesting Purposes. Unless the Employer elects
     otherwise under Part 7, #25 of the Agreement [Part 7, #43 of the 401(k)
     Agreement], an Employee will earn one Year of Service for purposes of
     applying the vesting rules if the Employee completes 1,000 Hours of Service
     with the Employer during a Vesting Computation Period. An Employee will
     receive credit for a Year of Service as of the end of the Vesting
     Computation Period, if the Employee completes the required Hours of Service
     during such period, even if the Employee is not employed for the entire
     period.

     (a)  Calculating Hours of Service. In calculating an Employee's Hours of
          Service for purposes of applying the vesting rules under this Article,
          the Employer will use the Actual Hours Crediting Method, unless the
          Employer elects otherwise under Part 7, #25 of the Agreement [Part 7,
          #43 of the 401(k) Agreement]. (See Article 6 of this Plan for a
          description of the alternative service crediting methods.)

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     (b)  Excluded service. Unless the Employer elects to exclude certain
          service with the Employer under Part 6, #20 of the Agreement [Part 6,
          #38 of the 401(k) Agreement], all service with the Employer is counted
          for vesting purposes.

          (1)  Service before the Effective Date of the Plan. Under Part 6,
               #20.a. of the Agreement [Part 6, #38.a. of the 401(k) Agreement],
               the Employer may elect to exclude service during any period for
               which the Employer did not maintain the Plan or a Predecessor
               Plan. For this purpose, a Predecessor Plan is a qualified plan
               maintained by the Employer that is terminated within the 5-year
               period immediately preceding or following the establishment of
               this Plan. A Participant's service under a Predecessor Plan must
               be counted for purposes of determining the Participant's vested
               percentage under this Plan.

          (2)  Service before a certain age. Under Part 6, #20.b. of the
               Agreement [Part 6, #38.b.of the 401(k) Agreement], the Employer
               may elect to exclude service before an Employee attains a certain
               age. For this purpose, the Employer may not designate an age
               greater than 18. An Employee will be credited with a Year of
               Service for the Vesting Computation Period during which the
               Employee attains the requisite age, provided the Employee
               satisfies all other conditions required for a Year of Service.

4.6  Vesting Break in Service Rules. Except as provided under Section 4.5(b), in
     determining a Participant's vested percentage, a Participant is credited
     with all Years of Service earned with the Employer, subject to the
     following Break in Service rules. In applying these Break in Service rules,
     Years of Service and Breaks in Service (as defined in Section 22.27) are
     measured on the same Vesting Computation Period as defined in Section 4.4
     above.

     (a)  One-year holdout Break in Service. The one-year holdout Break in
          Service rule will not apply unless the Employer specifically elects in
          Part 7, #27.b. of the Nonstandardized Agreement [Part 7, #45.b. of the
          Nonstandardized 401(k) Agreement] to have it apply. If the one-year
          holdout Break in Service rule is elected, an Employee who has a
          one-year Break in Service will not be credited for vesting purposes
          with any Years of Service earned before such one-year Break in Service
          until the Employee has completed a Year of Service after the one-year
          Break in Service. The one-year holdout rule does not apply under the
          Standardized Agreement.

     (b)  Five-Year Forfeiture Break in Service. In the case of a Participant
          who has five (5) consecutive one-year Breaks in Service, all Years of
          Service after such Breaks in Service will be disregarded for the
          purpose of vesting in the portion of the Participant's Employer
          Contribution Account and/or Employer Matching Contribution Account
          that accrued before such Breaks in Service, but both pre-break and
          post-break service will count for purposes of vesting in the portion
          of such Accounts that accrues after such breaks. The Participant will
          forfeit the nonvested portion of his/her Employer Contribution Account
          and/or Employer Matching Contribution Account accrued prior to
          incurring five consecutive Breaks in Service, in accordance with
          Section 5.3(b).

          In the case of a Participant who does not have five consecutive
          one-year Breaks in Service, all Years of Service will count in vesting
          both the pre-break and post-break Account Balance derived from
          Employer Contributions.

     (c)  Rule of Parity Break in Service. This Break in Service rule applies
          only to Participants who are totally nonvested (i.e., 0% vested) in
          their Employer Contribution Account and Employer Matching Contribution
          Account. If an Employee is vested in any portion of his/her Employer
          Contribution Account or Employer Matching Contribution Account, the
          Rule of Parity does not apply. Under this Break in Service rule, if a
          nonvested Participant incurs a period of consecutive one-year Breaks
          in Service which equals or exceeds the greater of five (5) or the
          Participant's aggregate number of Years of Service with the Employer,
          all service earned prior to the consecutive Break in Service period
          will be disregarded and the Participant will be treated as a new
          Employee for purposes of determining vesting under the Plan. The
          Employer may elect under Part 7, #27.a. of the Agreement [Part 7,
          #45.a. of the 401(k) Agreement] not to apply the Rule of Parity Break
          in Service rule.

          (1)  Previous application of the Rule of Parity Break in Service rule.
               In determining a Participant's aggregate Years of Service for
               purposes of applying the Rule of Parity Break in Service rule,
               any Years of Service otherwise disregarded under a previous
               application of this rule are not counted.

          (2)  Application to the 401(k) Agreement. The Rule of Parity Break in
               Service rule applies only to determine the individual's vesting
               rights with respect to his/her Employer Contribution Account and
               Employer Matching Contribution Account. In determining whether a
               Participant is totally nonvested for purposes of applying the
               Rule of Parity Break in Service rule, the Participant's Section
               401(k) Deferral Account, Employee After-Tax Contribution Account,
               QMAC Account,

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               QNEC Account, Safe Harbor Nonelective Contribution Account, Safe
               Harbor Matching Contribution Account, and Rollover Contribution
               Account are disregarded.

4.7  Amendment of Vesting Schedule. If the Plan's vesting schedule is amended
     (or is deemed amended by an automatic change to or from a Top-Heavy Plan
     vesting schedule), each Participant with at least three (3) Years of
     Service with the Employer, as of the end of the election period described
     in the following paragraph, may elect to have his/her vested interest
     computed under the Plan without regard to such amendment or change. For
     this purpose, a Plan amendment, which in any way directly or indirectly
     affects the computation of the Participant's vested interest, is considered
     an amendment to the vesting schedule. However, the new vesting schedule
     will apply automatically to an Employee, and no election will be provided,
     if the new vesting schedule is at least as favorable to such Employee, in
     all circumstances, as the prior vesting schedule.

     The period during which the election may be made shall commence with the
     date the amendment is adopted or is deemed to be made and shall end on the
     latest of:

     (a)  60 days after the amendment is adopted;

     (b)  60 days after the amendment becomes effective; or

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

     Furthermore, if the vesting schedule of the Plan is amended, in the case of
     an Employee who is a Participant as of the later of the date such amendment
     is adopted or effective, the vested percentage of such Employee's Account
     Balance derived from Employer Contributions (determined as of such date)
     will not be less than the percentage computed under the Plan without regard
     to such amendment.

4.8  Special Vesting Rule - In-Service Distribution When Account Balance Less
     than 100% Vested. If amounts are distributed from a Participant's Employer
     Contribution Account or Employer Matching Contribution Account at a time
     when the Participant's vested percentage in such amounts is less than 100%
     and the Participant may increase the vested percentage in the Account
     Balance:

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

     (b)  At any relevant time the Participant's vested portion of the separate
          Account will be equal to an amount ("X") determined by the formula:

          X=P(AB+D)-D

          Where:

               P is the vested percentage at the relevant time;

               AB is the Account Balance at the relevant time, and

               D is the amount of the distribution.

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                                   ARTICLE 5
                                  FORFEITURES

This Article contains the rules relating to the timing and disposition of
forfeitures of the nonvested portion of a Participant's Account Balance. Part 8
of the Agreement provides elections on the allocation of forfeitures. The rules
for determining the vested portion of a Participant's Account Balance are
contained in Article 4 of this BPD.

5.1  In General. The Plan Administrator has the responsibility to determine the
     amount of a Participant's forfeiture based on the application of the
     vesting provisions of Article 4. Until an amount is forfeited pursuant to
     this Article, nonvested amounts will be held in the Account of the
     Participant and will share in gains and losses of the Trust (as determined
     under Article 13).

5.2  Timing of forfeiture. The forfeiture of all or a portion of a Participant's
     nonvested Account Balance occurs upon any of the events listed below:

     (a)  Cash-Out Distribution. The date the Participant receives a total
          Cash-Out Distribution as defined in Section 5.3(a).

     (b)  Five-Year Forfeiture Break in Service. The last day of the Vesting
          Computation Period in which the Participant incurs a Five-Year
          Forfeiture Break in Service as defined in Section 5.3(b).

     (c)  Lost Participant or Beneficiary. The date the Plan Administrator
          determines that a Participant or Beneficiary cannot be located to
          receive a distribution from the Plan. See Section 5.3(c).

     (d)  Forfeiture of Employer Matching Contributions. With respect to
          Employer Matching Contributions under a 401 (k) plan, the date a
          distribution is made as described in Section 5.3(d).

5.3  Forfeiture Events.

     (a)  Cash-Out Distribution. If a Participant receives a total distribution
          upon termination of his/her participation in the Plan (a "Cash-Out
          Distribution"), the nonvested portion (if any) of the Participant's
          Account Balance is forfeited in accordance with the provisions of this
          Article. If a Participant has his/her nonvested Account Balance
          forfeited as a result of a Cash-Out Distribution, such Participant
          must be given the right to "buy-back" the forfeited benefit, as
          provided in subsection (2) below. (See Article 8 for the rules
          regarding the availability and timing of Plan distributions and the
          consent requirements applicable to such distributions.)

          (1)  Amount of forfeiture. The Cash-Out Distribution rules under this
               subsection (a) apply only if the Participant is less than 100%
               vested in his/her Employer Contribution Account and/or Employer
               Matching Contribution Account. If the Participant is 100% vested
               in his/her entire Account Balance, no forfeiture of benefits will
               occur solely as a result of the Cash-Out Distribution.

               (i)  Total Cash-Out Distribution. If a Participant receives a
                    Cash-Out Distribution of his/her entire vested Account
                    Balance, the Participant will immediately forfeit the entire
                    nonvested portion of his/her Account Balance, as of the date
                    of the distribution (as determined under subsection (A) or
                    (B) below, whichever applies). The forfeited amounts will be
                    used in the manner designated under Part 8 of the Agreement.

                    (A)  No further allocations. If the terminated Participant
                         is not entitled to any further allocations under the
                         Plan for the Plan Year in which the Participant
                         terminates employment, the Cash-Out Distribution occurs
                         on the day the Participant receives a distribution of
                         his/her entire vested Account Balance. The
                         Participant's nonvested benefit is immediately
                         forfeited on such date, in accordance with the
                         provisions under Section 5.5.

                    (B)  Additional allocations. If the terminated Participant
                         is entitled to an additional allocation under the Plan
                         for the Plan Year in which the Participant terminates
                         employment, a Cash-Out Distribution is deemed to occur
                         when the Participant receives a distribution of his/her
                         entire vested Account Balance, including any amounts
                         that are still to be allocated under the Plan. Thus, a
                         Participant who is entitled to an additional allocation
                         under the Plan will not have a total Cash-Out
                         Distribution until such additional amounts are
                         distributed, regardless of whether the Participant
                         takes a complete distribution of his/her vested Account
                         Balance before receiving the additional allocation.

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                    (C)  Modification of default cash-out rules. The Employer
                         may override the default cash-out rules under
                         subsections (A) and (B) above by electing under Part 8,
                         #32 of the Agreement [Part 8, #50 of the 401(k)
                         Agreement] to have the Cash-Out Distribution and
                         related forfeiture occur immediately upon a
                         distribution of the terminated Participant's entire
                         vested Account Balance, without regard to whether the
                         Participant is entitled to an additional allocation
                         under the Plan.

               (ii) Deemed Cash-Out Distribution. If a Participant terminates
                    employment with the Employer with a vested Account Balance
                    of zero in his/her Employer Contribution Account and/or
                    Employer Matching Contribution Account, the Participant is
                    treated as receiving a "deemed" Cash-Out Distribution from
                    the Plan. Upon a deemed Cash-Out, the nonvested portion of
                    the Participant's Account Balance will be forfeited in
                    accordance with subsection (A) or (B) below.

                    (A)  No further allocations. If the Participant is not
                         entitled to any further allocations under the Plan for
                         the Plan Year in which the Participant terminates
                         employment, the deemed Cash-Out Distribution is deemed
                         to occur on the day the employment terminates. The
                         Participant's nonvested benefit is immediately
                         forfeited on such date, in accordance with the
                         provisions under Section 5.5.

                    (B)  Additional allocations. If the Participant is entitled
                         to an additional allocation under the Plan for the Plan
                         Year in which the Participant terminates employment,
                         the deemed Cash-Out Distribution is deemed to occur on
                         the first day of the Plan Year following the Plan Year
                         in which the termination occurs.

                    (C)  Modification of default cash-out rules. The Employer
                         may override the default cash-out rules under
                         subsections (A) and (B) above by electing under Part 8,
                         #32 of the Agreement [Part 8, #50 of the 401(k)
                         Agreement] to have the deemed Cash-Out Distribution and
                         related forfeiture occur immediately upon a
                         distribution of the terminated Participant's entire
                         vested Account Balance, without regard to whether the
                         Participant is entitled to an additional allocation
                         under the Plan.

               (iii) Other distributions. If the Participant receives a
                    distribution of less than the entire vested portion of
                    his/her Employer Contribution Account and Employer Matching
                    Contribution Account (including any additional amounts to be
                    allocated under subsection (i)(B) above), the total Cash-Out
                    Distribution rule under subsection (i) above does not apply
                    until the Participant receives a distribution of the
                    remainder of the vested portion of his/her Account Balance.
                    Until the Participant receives a distribution of the
                    remainder of the vested portion of his/her Account Balance,
                    the special vesting rule described in Section 4.8 applies to
                    determine the vested percentage of the Participant's
                    Employer Contribution Account and Employer Matching Account
                    (as applicable). The nonvested portion of such Accounts will
                    not be forfeited until the earlier of: (A) the occurrence of
                    a Five-Year Forfeiture Break in Service described in Section
                    5.3(b) or (B) the date the Participant receives a total
                    Cash-Out Distribution of the remaining vested portion of
                    his/her Account Balance.

          (2)  Buy-back/restoration. If a Participant receives (or is deemed to
               receive) a Cash-Out Distribution that results in a forfeiture
               under subsection (1) above, and the Participant subsequently
               resumes employment covered under this Plan, the Participant may
               "buy-back" the forfeited portion of his/her Account(s) by
               repaying to the Plan the full amount of the Cash-Out Distribution
               from such Accoun(s).

               (i)  Buy-back opportunity. A Participant may buy-back the portion
                    of his/her benefit that is forfeited as a result of a
                    Cash-Out Distribution (or a deemed Cash-Out Distribution) by
                    repaying the amount of such Cash-Out Distribution to the
                    Plan before the earlier of:

                    (A)  five (5) years after the first date on which the
                         Participant is subsequently re-employed by the
                         Employer, or

                    (B)  the date a Five-Year Forfeiture Break in Service occurs
                         (as defined in Section 5.3(b)).

                    If a Participant receives a deemed Cash-Out Distribution
                    pursuant to subsection (1)(ii) above, and the Participant
                    resumes employment covered under this Plan before the date

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               the Participant incurs a Five-Year Forfeiture Break in Service,
               the Participant is deemed to have repaid the Cash-Out
               Distribution immediately upon his/her reemployment.

               To receive a restoration of the forfeited portion of his/her
               Employer Contribution Account and/or Employer Matching
               Contribution Account, a Participant must repay the entire
               Cash-Out Distribution that was made from the Participant's
               Employer Contribution Account and Employer Matching Contribution
               Account, unadjusted for any interest that might have accrued on
               such amounts after the distribution date. For this purpose, the
               Cash-Out Distribution is the total value of the Participant's
               vested Employer Contribution Account and Employer Matching
               Contribution Account that is distributed at any time following
               the Participant's termination of employment. If a Participant
               also received a distribution from other Accounts, the Participant
               need not repay such amounts to have the forfeited portion of
               his/her Employer Contribution Account and/or Employer Matching
               Contribution Account restored.

          (ii) Restoration of forfeited benefit. Upon a Participant's proper
               repayment of a Cash-Out Distribution in accordance with
               subsection (i) above, the forfeited portion of the Participant's
               Employer Contribution Account and Employer Matching Contribution
               Account (as applicable) will be restored, unadjusted for any
               gains or losses on such amount. For this purpose, a Participant
               who received a deemed Cash-Out Distribution is automatically
               treated as having made a proper repayment and his/her forfeited
               benefit will be restored in accordance with this subsection (ii)
               if the Participant returns to employment with the Employer prior
               to incurring a Five-Year Forfeiture Break in Service. A
               Participant is not entitled to restoration under this subsection
               (ii) if the Participant returns to employment after incurring a
               Five-Year Forfeiture Break in Service.

               The forfeited portion of the Participant's Account(s) will be
               restored no later than the end of the Plan Year following the
               Plan Year in which the Participant repays the Cash-Out
               Distribution in accordance with subsection (i) above. Although
               the Plan Administrator may permit a Participant to make a partial
               repayment of a Cash-Out Distribution, no portion of the
               Participant's forfeited benefit will be restored until the
               Participant repays the entire Cash-Out Distribution in accordance
               with subsection (i) above. If a Participant received a deemed
               Cash-Out Distribution, the Participant's forfeited benefit will
               be restored no later than the end of the Plan Year following the
               Plan Year in which the Participant returns to employment with the
               Employer.

               If a Participant's forfeited benefit is required to be restored
               under this subsection (ii), the restoration of such benefit will
               occur from the following sources. If the following sources are
               not sufficient to completely restore the Participant's benefit,
               the Employer must make an additional contribution to the Plan.

               (A)  Any forfeitures that have not been allocated to
                    Participants' Accounts for the Plan Year in which the
                    Employer is restoring the Participant's benefit in
                    accordance with this subsection (ii).

               (B)  If Participants are not permitted to self-direct investments
                    under the Plan, any Trust earnings which have not been
                    allocated to Participants' Accounts for the Plan Year in
                    which the Employer is restoring the Participant's benefit in
                    accordance with this subsection (ii).

               (C)  If the Employer makes a discretionary contribution to the
                    Plan, it may designate all or any part of such discretionary
                    contribution as a restoration contribution under this
                    subsection (ii).

     (b)  Five-Year Forfeiture Break in Service. In the case of a Participant
          who has five (5) consecutive one-year Breaks in Service, the nonvested
          portion of the Participant's Account Balance will be forfeited as of
          the end of the Vesting Computation Period in which the Participant
          incurs his/her fifth consecutive Break in Service. See Section 4.6(b)
          for more information on the Five-Year Forfeiture Break in Service.

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     (c)  Lost Participant or Beneficiary.

          (1)  Inability to locate Participant or Beneficiary. If the Plan
               Administrator, after a reasonable effort and time, is unable to
               locate a Participant or a Beneficiary in order to make a
               distribution otherwise required by the Plan, the distributable
               amount may be forfeited, as permitted under applicable laws and
               regulations. In determining what is a reasonable effort and time,
               the Plan Administrator may follow any applicable guidance
               provided under statute, regulation, or other IRS or DOL guidance
               of general applicability.

          (2)  Restoration of forfeited amounts. If, after the distributable
               amount is forfeited, the Participant or Beneficiary is located,
               the Plan will restore the forfeited amount (unadjusted for gains
               or losses) to such Participant or Beneficiary within a reasonable
               time. The method of restoring a forfeited benefit under
               subsection (a)(2)(ii) above applies to any restoration required
               under this subsection (2).

     (d)  Forfeiture of Employer Matching Contributions. This subsection (d)
          only applies if the Plan is a 401(k) Plan.

          (1)  Correction of ACP Test. If a Participant receives a corrective
               distribution of Excess Aggregate Contributions to correct the ACP
               Test, the portion of such corrective distribution which relates
               to nonvested Employer Matching Contributions, including any
               allocable income or loss, will be forfeited (as permitted under
               Section 17.3(d)(1)) in the Plan Year in which the corrective
               distribution is made from the Plan.

          (2)  Excess Deferrals, Excess Contributions, and Excess Aggregate
               Contributions. If a Participant receives a distribution of Excess
               Deferrals, Excess Contributions, or Excess Aggregate
               Contributions, the Employer will forfeit the portion of his/her
               Employer Matching Contribution Account (whether vested or not)
               which is attributable to such distributed amounts (except to the
               extent such amount has been distributed as Excess Contributions
               or Excess Aggregate Contributions, pursuant to Article 17). A
               forfeiture of Employer Matching Contributions under this
               subsection (2) occurs in the Plan Year in which the Participant
               receives the distribution of Excess Deferrals, Excess
               Contributions, and/or Excess Aggregate Contributions.

5.4  Timing of Forfeiture Allocation. Pursuant to the elections under Part 8 of
     the Agreement, forfeitures are allocated in either the same Plan Year in
     which the forfeitures occur or in the Plan Year following the Plan Year in
     which the forfeitures occur.

5.5  Method of Allocating Forfeitures. Forfeitures will be allocated in
     accordance with the method chosen by the Employer under Part 8 of the
     Agreement. In no event, however, will a Participant receive an allocation
     of forfeitures arising from his/her own Account. If no method of allocation
     is selected under Part 8 of the Agreement, any forfeitures will be used to
     reduce the Employer's contributions for the Plan Year following the Plan
     Year in which the forfeiture occurs as described under (b) below.

     (a)  Reallocation of forfeitures. If the Employer elects to reallocate
          forfeitures as additional contributions, the forfeitures will be added
          to other contributions made by the Employer (as designated under Part
          8 of the Agreement) for the Plan Year designated under Part 8, #29 of
          the Agreement [Part 8, #47 of the 401(k) Agreement], and such amounts
          will be allocated to Eligible Participants under the allocation method
          chosen under Part 4 of the Agreement with respect to such
          contributions. Reallocation of forfeitures is not available under the
          target benefit plan Agreement.

     (b)  Reduction of contributions. If the Employer elects under Part 8 of the
          Agreement to use forfeitures to reduce its contributions under the
          Plan, the Employer may adjust its contribution deposits in any manner,
          provided the total Employer Contributions made for the Plan Year
          properly take into account the forfeitures that are to be used to
          reduce such contributions for that Plan Year. If the contributions are
          allocated over multiple allocation periods, the Employer may reduce
          its contribution for any allocation periods within the Plan Year in
          which the forfeitures are to be allocated so that the total amount
          allocated for the Plan Year is proper.

     (c)  Payment of Plan expenses. If the Employer elects under Part 8, #31 of
          the Agreement [Part 8, #49 of the 401(k) Agreement], forfeitures will
          first be used to pay Plan expenses for the Plan Year in which the
          forfeitures would otherwise be allocated. This subsection (c) applies
          only if the Plan otherwise would pay such expenses as authorized under
          Section 11.4. If any forfeitures remain after the payment of Plan
          expenses under this subsection, the remaining forfeitures will be
          allocated as selected under Part 8 of the Agreement.

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                                   ARTICLE 6
                      SPECIAL SERVICE CREDITING PROVISIONS

This Article contains special service crediting rules that apply for purposes of
determining an Employee's eligibility to participate and the vested percentage
in his/her Account Balance under the Plan. This Article 6 and Part 7 of the
Agreement permit the Employer to override the general service crediting rules
under Articles 1 and 4 with respect to eligibility and vesting and to apply
special service crediting rules, such as the Equivalency Method and the Elapsed
Time Method for crediting service. Section 6.7 of this Article and Part 13, #53
of the Agreement [Part 13, #71 of the 401(k) Agreement] contain special rules
for crediting service with Predecessor Employers.

6.1  Year of Service - Eligibility. Section 1.4(b) defines a Year of Service for
     eligibility purposes. Generally, an Employee earns a Year of Service for
     eligibility purposes upon the completion of 1,000 Hours of Service during
     an Eligibility Computation Period. For this purpose, Hours of Service are
     calculated using the Actual Hours Crediting Method. Part 7, #23 of the
     Agreement [Part 7, #41 of the 401(k) Agreement] permits the Employer to
     modify these default provisions for determining a Year of Service for
     eligibility purposes.

     (a)  Selection of Hours of Service. The Employer may elect to modify the
          requirement that an Employee complete 1,000 Hours of Service during an
          Eligibility Computation Period to earn a Year of Service. Under Part
          7, #23.a. of the Agreement [Part 7, #41.a. of the 401(k) Agreement],
          the Employer may designate a specific number of Hours of Service
          (which cannot exceed 1,000) that an Employee must complete during the
          Eligibility Computation Period to earn a Year of Service. Any Hours of
          Service designated in accordance with this subsection (a) will be
          determined using the Actual Hours Crediting Method, unless the
          Employer elects to use the Equivalency Method under Part 7, #23.b. of
          the Agreement [Part 7, #41.b. of the 401(k) Agreement].

     (b)  Use of Equivalency Method. The Employer may elect under Part 7, #23.b.
          of the Agreement [Part 7, #41.b. of the 401(k) Agreement] to use the
          Equivalency Method (as defined in Section 6.5(a)) instead of the
          Actual Hours Crediting Method in determining whether an Employee has
          completed the required Hours of Service to earn a Year of Service.

     (c)  Use of Elapsed Time Method. The Employer may elect under Part 7,
          #23.c. of the Agreement [Part 7, #41.c. of the 401(k) Agreement] to
          use the Elapsed Time Method (as defined in Section 6.5(b)) instead of
          counting Hours of Service in applying the eligibility conditions under
          Article 1. The Elapsed Time Method may not be selected if the Employer
          elects to apply a designated Hours of Service requirement under Part
          7, #23.a. of the Agreement [Part 7, 441.a. of the 401(k) Agreement].

6.2  Eligibility Computation Period. Section 1.4(c) defines the Eligibility
     Computation Period used to determine whether an Employee has earned a Year
     of Service for eligibility purposes. Generally, if one Year of Service is
     required for eligibility, the Eligibility Computation Period is determined
     using the Shift-to-Plan-Year Method (as defined in Section 1.4(c)(1)). Part
     7, #24 of the Agreement [Part 7, #42 of the 401(k) Agreement] permits the
     Employer to use the Anniversary Year Method (as defined in Section
     1.4(c)(2)) for determining Eligibility Computation Periods under the Plan.
     If the Employer selects two Years of Service eligibility condition (under
     Part 1, #5.e. of the Agreement), the Anniversary Year Method applies,
     unless the Employer elects to use the Shift-to-Plan-Year Method. In the
     case of a 401(k) plan in which a two Years of Service eligibility
     condition is used for either Employer Matching Contributions or Employer
     Nonelective Contributions, the method used to determine Eligibility
     Computation Periods for the two Years of Service condition also will apply
     to any one Year of Service eligibility condition used with respect to any
     other contributions.

6.3  Year of Service - Vesting. Section 4.5 defines a Year of Service for
     vesting purposes. Generally, an Employee earns a Year of Service for
     vesting purposes upon the completion of 1,000 Hours of Service during a
     Vesting Computation Period. For this purpose, Hours of Service are
     calculated using the Actual Hours Crediting Method. Part 7, #25 of the
     Agreement [Part 7, #43 of the 401(k) Agreement] permits the Employer to
     modify these default provisions for determining a Year of Service for
     vesting purposes.

     (a)  Selection of Hours of Service. The Employer may elect to modify the
          requirement that an Employee complete 1,000 Hours of Service during a
          Vesting Computation Period to earn a Year of Service. Under Part 7,
          #25.a. of the Agreement [Part 7, #43.a. of the 401(k) Agreement], the
          Employer may designate a specific number of Hours of Service (which
          cannot exceed 1,000) that an Employee must complete during the Vesting
          Computation Period to earn a Year of Service. Any Hours of Service
          designated in accordance with this subsection (a) will be determined
          using the Actual Hours Crediting Method, unless the Employer elects to
          use the Equivalency Method under Part 7, #25.b. of the Agreement [Part
          7, #43.b. of the 401(k) Agreement].

     (b)  Equivalency Method. The Employer may elect under Part 7, #25.b. of the
          Agreement [Part 7, #43.b. of the 401(k) Agreement] to use the
          Equivalency Method (as defined in Section 6.5(a)) instead of the
          Actual Hours

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          Crediting Method in determining whether an Employee has completed the
          required Hours of Service to earn a Year of Service.

     (c)  Elapsed Time Method. The Employer may elect under Part 7, #25.c. of
          the Agreement [Part 7, #43.c. of the 401(k) Agreement] to use the
          Elapsed Time Method (as defined in Section 6.5(b)) instead of counting
          Hours of Service in applying the vesting provisions under Article 4.
          The Elapsed Time Method may not be selected if the Employer elects to
          apply a designated Hours of Service requirement under Part 7, #25.a.
          of the Agreement [Part 7, #43.a. of the 401(k) Agreement].

6.4  Vesting Computation Period. Section 4.4 defines the Vesting Computation
     Period used to determine whether an Employee has earned a Year of Service
     for vesting purposes. Generally, the Vesting Computation Period is the Plan
     Year. Part 7, #26 of the Agreement [Part 7, #44 of the 401(k) Agreement]
     permits the Employer to elect to use Anniversary Years (see Section 4.4(a))
     or, under the Nonstandardized Agreement, any other 12-consecutive month
     period as the Vesting Computation Period.

6.5  Definitions.

     (a)  Equivalency Method. Under the Equivalency Method, an Employee is
          credited with 190 Hours of Service for each calendar month during the
          Eligibility Computation Period or Vesting Computation Period, as
          applicable, for which the Employee completes at least one Hour of
          Service. Instead of applying the Equivalency Method on the basis of
          months worked, the Employer may elect to apply different equivalencies
          under Part 7, #28 of the Agreement [Part 7, #46 of the 401(k)
          Agreement]. The Employer may credit Employees with 10 Hours of Service
          for each day worked, 45 Hours of Service for each week worked, or 95
          Hours of Service for each semi-monthly payroll period worked during
          the Eligibility Computation Period or Vesting Computation Period, as
          applicable. For this purpose, an Employee will receive credit for the
          appropriate Hours of Service if the Employer completes at least one
          Hour of Service during the applicable period.

     (b)  Elapsed Time Method. Under the Elapsed Time Method, an Employee
          receives credit for the aggregate of all periods of service commencing
          with the Employee's Employment Commencement Date (or Reemployment
          Commencement Date) and ending on the date the Employee begins a Period
          of Severance (as defined in subsection (2) below) which lasts at least
          12 consecutive months. In calculating an Employee's aggregate period
          of service, an Employee receives credit for any Period of Severance
          that lasts less than 12 consecutive months. If an Employee's aggregate
          period of service includes fractional years, such fractional years are
          expressed as days.

          (1)  Year of Service. For purposes of determining whether an Employee
               has earned a Year of Service under the Elapsed Time Method, an
               Employee is credited with a Year of Service for each 12-month
               period of service the Employee completes under the above
               paragraph, whether or not such period of service is consecutive.

          (2)  Period of Severance. For purposes of applying the Elapsed Time
               Method, a Period of Severance is any continuous period of time
               during which the Employee is not employed by the Employer. A
               Period of Severance begins on the date the Employee retires,
               quits or is discharged, or if earlier, the 12-month anniversary
               of the date on which the Employee is first absent from service
               for a reason other than retirement, quit or discharge.

               In the case of an Employee who is absent from work for maternity
               or paternity reasons, the 12-consecutive month period beginning
               on the first anniversary of the first date of such absence shall
               not constitute a Period of Severance. For purposes of this
               paragraph, an absence from work for maternity or paternity
               reasons means an absence (i) by reason of the pregnancy of the
               Employee, (ii) by reason of the birth of a child of the Employee,
               (iii) by reason of the placement of a child with the Employee in
               connection with the adoption of such child by the Employee, or
               (iv) for purposes of caring for a child of the Employee for a
               period beginning immediately following the birth or placement of
               such child.

          (3)  Break in Service rules. The Break in Service rules described in
               Sections 1.6 and 4.6 also apply under the Elapsed Time Method.
               For purposes of applying the Break in Service rules under the
               Elapsed Time Method, a Break in Service is any Period of
               Severance of at least 12 consecutive months.

6.6  Switching Crediting Methods. The following rules apply if the service
     crediting method is changed in a manner described below.

     (a)  Shift from crediting Hours of Service to Elapsed Time Method. If the
          service crediting method under the Plan is changed from a method that
          uses Hours of Service to a method using Elapsed Time, each Employee's

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          period of service under the Elapsed Time Method is the sum of the
          amounts under subsections (1) and (2) below.

          (1)  The number of Years of Service credited under the Hours of
               Service method for the period ending immediately before the
               computation period during which the change to the Elapsed Time
               Method occurs.

          (2)  For the computation period in which the change occurs, the Plan
               Administrator will determine the greater of: (i) the period of
               service that would be credited under the Elapsed Time Method for
               the Employee's service from the first day of that computation
               period through the date of the change, or (ii) the service that
               would be taken into account under the Hours of Service method for
               that computation period through the date of the change. If (i) is
               greater, then Years of Service are credited under the Elapsed
               Time Method beginning with the first day of the computation
               period during which the change to the Elapsed Time Method occurs.
               If (ii) is greater, then Years of Service are credited under the
               Hours of Service method for the computation period during which
               the change to the Elapsed Time Method occurs and under the
               Elapsed Time Method beginning with the first day of the
               computation period that follows the computation period in which
               the change occurs. If the change occurs as of the first day of a
               computation period, treat subsection (1) as applicable for
               purposes of applying the rule in this paragraph.

     (b)  Shift from Elapsed Time Method to an Hours of Service method. If the
          service crediting method changes from the Elapsed Time Method to an
          Hours of Service method, each Employee's Years of Service under the
          Hours of Service method is the sum of the amounts under subsections
          (1) and (2) below.

          (1)  The number of Years of Service credited under the Elapsed Time
               Method as of the date of the change.

          (2)  For the computation period in which the change to the Hours of
               Service method occurs, the portion of that computation period in
               which the Elapsed Time Method was in effect is converted into an
               equivalent number of Hours of Service, using the Equivalency
               Method described in Section 6.5(a). For the remainder of the
               computation period, actual Hours of Service are counted, unless
               the Equivalency Method has been elected in Part 7 of the
               Agreement. The Hours of Service deemed credited for the portion
               of the computation period in which the Elapsed Time Method was in
               effect are added to the actual Hours of Service credited for the
               remaining portion of the computation period to determine if the
               Employee has a Year of Service for that computation period. If
               the change to the Hours of Service method occurs as of the first
               day of a computation period, then the determination as to whether
               an Employee has completed a Year of Service for the first
               computation period that the change is in effect is based solely
               on the Hours of Service method.

6.7  Service with Predecessor Employers. If the Employer maintains the plan of a
     Predecessor Employer, any service with such Predecessor Employer is treated
     as service with the Employer for purposes of applying the provisions of
     this Plan. If the Employer maintains the Plan of a Predecessor Employer,
     the Employer may complete Part 13, #53 of the Agreement [Part 13, #71 of
     the 401(k) Agreement] to identify the Predecessor Employer and to specify
     that service with such Predecessor Employer will be credited for all
     purposes under the Plan. The failure to complete Part 13, #53 of the
     Agreement [Part 13; #71 of the 401(k) Agreement] with respect to service
     of a Predecessor Employer where the Employer is maintaining a Plan of such
     Predecessor Employer will not override the requirement that such
     predecessor service be counted for all purposes under the Plan.

     If the Employer does not maintain the plan of a Predecessor Employer,
     service with such Predecessor Employer does not count under this Plan,
     unless the Employer specifically designates under Part 13, #53 of the
     Agreement [Part 13, #71 of the 401(k) Agreement] to include service with
     such Predecessor Employer. If the Employer elects to credit service with a
     Predecessor Employer under this paragraph, the Employer must designate the
     purpose for which it is crediting Predecessor Employer service. If the
     Employer will treat service with multiple Predecessor Employers
     differently, the Employer should complete an additional election for each
     Predecessor Employer for which service is being credited differently. If
     the Employer is not crediting service with any Predecessor Employers, Part
     13, #53 of the Agreement [Part 13, #71 of the 401(k) Agreement] need not be
     completed.

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                                   ARTICLE 7
                     LIMITATION ON PARTICIPANT ALLOCATIONS

This Article provides limitations on the amount a Participant may receive as an
allocation under the Plan for a Limitation Year. The limitation on allocations
(referred to herein as the Annual Additions Limitation) applies in the aggregate
to all plans maintained by the Employer. Part 13, #54.c. of the Agreement [Part
13, #72.c. of the 401(k) Agreement] permits the Employer to specify how the Plan
will comply with the Annual Additions Limitation where the Employer maintains a
plan (or plans) in addition to this Plan.

7.1  Annual Additions Limitation - No Other Plan Participation.

     (a)  Annual Additions Limitation. If the Participant does not participate
          in, and has never participated in another qualified retirement plan, a
          welfare benefit fund (as defined under Code (S)419(e)), an individual
          medical account (as defined under Code (S)415(1)(2)), or a SEP (as
          defined under Code (S)408(k)) maintained by the Employer, then the
          amount of Annual Additions which may be credited to the Participant's
          Account for any Limitation Year will not exceed the lesser of the
          Maximum Permissible Amount or any other limitation contained in this
          Plan.

          Generally, if an Employer Contribution that would otherwise be
          contributed or allocated to a Participant's Account will cause that
          Participant's Annual Additions for the Limitation Year to exceed the
          Maximum Permissible Amount, the amount to be contributed or allocated
          to such Participant will be reduced so that the Annual Additions
          allocated to such Participant's Account for the Limitation Year will
          equal the Maximum Permissible Amount. However, if a contribution or
          allocation to a Participant's Account will exceed the Maximum
          Permissible Amount due to a correctable event described in subsection
          (c) below, the Excess Amount may be contributed or allocated to such
          Participant and corrected in accordance with the correction procedures
          outlined in subsection (c).

     (b)  Using estimated Total Compensation. Prior to determining the
          Participant's actual Total Compensation for the Limitation Year, the
          Employer may determine the Maximum Permissible Amount for a
          Participant on the basis of a reasonable estimation of the
          Participant's Total Compensation for the Limitation Year, uniformly
          determined for all Participants similarly situated.

          As soon as administratively feasible after the end of the Limitation
          Year, the Employer will determine the Maximum Permissible Amount for
          the Limitation Year on the basis of the Participant's actual Total
          Compensation for the Limitation Year.

     (c)  Disposition of Excess Amount. If, as a result of the use of estimated
          Total Compensation, the allocation of forfeitures, a reasonable error
          in determining the amount of Section 401(k) Deferrals that may be made
          under this Article 7, or other reasonable error in applying the Annual
          Additions Limitation, an Excess Amount arises, the excess will be
          disposed of as follows:

          (1)  Any Employee After-Tax Contributions (plus attributable
               earnings), to the extent such contributions would reduce the
               Excess Amount, will be returned to the Participant. The Employer
               may elect not to apply this subsection (1) if the ACP Test (as
               defined in Section 17.3) has already been performed and the
               distribution of Employee After-Tax Contributions to correct the
               Excess Amount will cause the ACP Test to fail or will change the
               amount of corrective distributions required under Section
               17.3(d)(1) of this BPD.

               If Employer Matching Contributions were allocated with respect to
               Employee After-Tax Contributions for the Limitation Year, the
               Employee After-Tax Contributions and Employer Matching
               Contributions will be corrected together. Employee After-Tax
               Contributions will be distributed under this subsection (1) only
               to the extent the Employee After-Tax Contributions, plus the
               Employer Matching Contributions allocated with respect to such
               Employee After-Tax Contributions, reduce the Excess Amount. Thus,
               after correction under this subsection (1), each Participant
               should have the same level of Employer Matching Contribution with
               respect to the remaining Employee After-Tax Contributions as
               provided under Part 4B of the Agreement. Any Employer Matching
               Contributions identified under this subsection (1) will be
               treated as an Excess Amount correctable under subsections
               (3) and (4) below. If Employer Matching Contributions are
               allocated to both Employee After-Tax Contributions and to Section
               401(k) Deferrals, this subsection (1) is applied by treating
               Employer Matching Contributions as allocated first to Section
               401(k) Deferrals.

          (2)  If, after the application of subsection (1), an Excess Amount
               still exists, any Section 401(k) Deferrals (plus attributable
               earnings), to the extent such deferrals would reduce the Excess
               Amount, will be distributed to the Participant. The Employer may
               elect not to apply this subsection (2) if the

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               ADP Test (as defined in Section 17.2) has already been performed
               and the distribution of Section 401(k) Deferrals to correct the
               Excess Amount will cause the ADP Test to fail or will change the
               amount of corrective distributions required under Section
               17.2(d)(1) of this BPD.

               If Employer Matching Contributions were allocated with respect to
               Section 401(k) Deferrals for the Limitation Year, the Section
               401(k) Deferrals and Employer Matching Contributions will be
               corrected together. Section 401(k) Deferrals will be distributed
               under this subsection (2) only to the extent the Section 401(k)
               Deferrals, plus Employer Matching Contributions allocated with
               respect to such Section 401(k) Deferrals, reduce the Excess
               Amount. Thus, after correction under this subsection (2), each
               Participant should have the same level of Employer Matching
               Contribution with respect to the remaining Section 401(k)
               Deferrals as provided under Part 4B of the Agreement. Any
               Employer Matching Contributions identified under this subsection
               (2) will be treated as an Excess Amount correctable under
               subsection (3) or (4) below.

          (3)  If, after the application of subsection (2), an Excess Amount
               still exists, the Excess Amount is allocated to a suspense
               account and is used in the next Limitation Year (and succeeding
               Limitation Years, if necessary) to reduce Employer Contributions
               for all Participants under the Plan. The Excess Amounts are
               treated as Annual Additions for the Limitation Year in which such
               amounts are allocated from the suspense account.

          (4)  If a suspense account is in existence at any time during a
               Limitation Year pursuant to this Article 7, such suspense account
               will not participate in the allocation of investment gains and
               losses, unless otherwise provided in uniform valuation procedures
               established by the Plan Administrator. If a suspense account is
               in existence at any time during a particular Limitation Year, all
               amounts in the suspense account must be allocated to
               Participants' Accounts before the Employer makes any Employer
               Contributions, or any Employee After-Tax Contributions are made,
               for that Limitation Year.

7.2  Annual Additions Limitation - Participation in Another Plan.

     (a)  In general. This Section 7.2 applies if, in addition to this Plan, the
          Participant receives an Annual Addition during any Limitation Year
          from another Defined Contribution Plan, a welfare benefit fund (as
          defined under Code (S)419(e)), an individual medical account (as
          defined under Code (S)415(1)(2)), or a SEP (as defined under Code
          (S)408(k)) maintained by the Employer. If the Employer maintains, or
          at any time maintained, a Defined Benefit Plan (other than a Paired
          Plan) covering any Participant in this Plan, see Section 7.5.

     (b)  This Plan's Annual Addition Limitation. The Annual Additions that may
          be credited to a Participant's Account under this Plan for any
          Limitation Year will not exceed the Maximum Permissible Amount reduced
          by the Annual Additions credited to a Participant's Account under any
          other Defined Contribution Plan, welfare benefit fund, individual
          medical account, or SEP maintained by the Employer for the same
          Limitation Year.

     (c)  Annual Additions reduction. If the Annual Additions with respect to
          the Participant under any other Defined Contribution Plan, welfare
          benefit fund, individual medical account, or SEP maintained by the
          Employer are less than the Maximum Permissible Amount and the Annual
          Additions that would otherwise be contributed or allocated to the
          Participant's Account under this Plan would exceed the Annual
          Additions Limitation for the Limitation Year, the amount contributed
          or allocated will be reduced so that the Annual Additions under all
          such Plans and funds for the Limitation Year will equal the Maximum
          Permissible Amount. However, if a contribution or allocation to a
          Participant's Account will exceed the Maximum Permissible Amount due
          to a correctable event described in Section 7.1(c), the Excess Amount
          may be contributed or allocated to such Participant and corrected in
          accordance with the correction procedures outlined in Section 7.1(c).

     (d)  No Annual Additions permitted. If the Annual Additions with respect to
          the Participant under such other Defined Contribution Plan(s), welfare
          benefit fund(s), individual medical account(s), or SEP(s) in the
          aggregate are equal to or greater than the Maximum Permissible Amount,
          no amount will be contributed or allocated to the Participant's
          Account under this Plan for the Limitation Year. However, if a
          contribution or allocation to a Participant's Account will exceed the
          Maximum Permissible Amount due to a correctable event described in
          Section 7.1(c), the Excess Amount may be contributed or allocated to
          such Participant and corrected in accordance with the correction
          procedures outlined in Section 7.1(c).

     (e)  Using estimated Total Compensation. Prior to determining the
          Participant's actual Total Compensation for the Limitation Year, the
          Employer may determine the Maximum Permissible Amount for a
          Participant in the manner described in Section 7.1(b). As soon as
          administratively feasible after the end of the Limitation Year, the
          Maximum Permissible Amount for the Limitation Year will be determined
          on the basis of the Participant's actual Total Compensation for the
          Limitation Year.

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     (f)  Excess Amounts. If, as a result of the use of estimated Total
          Compensation, an allocation of forfeitures, a reasonable error in
          determining the amount of Section 401(k) Deferrals that may be made
          under this Article 7, or other reasonable error in applying the Annual
          Additions Limitation, a Participant's Annual Additions under this Plan
          and such other plans or funds would result in an Excess Amount for a
          Limitation Year, the Excess Amount will be deemed to consist of the
          Annual Additions last allocated, except that Annual Additions
          attributable to a SEP will be deemed to have been allocated first,
          followed by Annual Additions to a welfare benefit fund or individual
          medical account, regardless of the actual allocation date.

          (1)  Same allocation date. If an Excess Amount is allocated to a
               Participant on an allocation date of this Plan that coincides
               with an allocation date of another plan, such Excess Amount will
               be attributed to the following types of plan(s) in the order
               listed, until the entire Excess Amount is allocated.

               (i)  First, to any 401(k) plan(s) maintained by the Employer.

               (ii) Then, to any profit sharing plan(s) maintained by the
                    Employer.

               (iii) Then, to any money purchase plan(s) maintained by the
                    Employer.

               (iv) Finally, to any target benefit plan(s) maintained by the
                    Employer.

               If an amount is allocated to the same type of Plan on the same
               allocation date, the Excess Amount will be allocated to each plan
               in accordance with the pro rata allocation method outlined in the
               following paragraph.

          (2)  Alternative methods. The Employer may elect under Part 13, #54.c.
               of the Agreement [Part 13, #72.c. of the 401(k) Agreement] to
               modify the default rules under this subsection (f). For example,
               the Employer may elect to attribute any Excess Amount which is
               allocated on the same date to this Plan and to another plan
               maintained by the Employer by designating the specific plan to
               which the Excess Amount is allocated or by using a pro rata
               allocation method. Under the pro rata allocation method, the
               Excess Amount attributed to this Plan is the product of:

               (i)  the total Excess Amount allocated as of such date, times

               (ii) the ratio of (A) the Annual Additions allocated to the
                    Participant for the Limitation Year as of such date under
                    this Plan to (B) the total Annual Additions allocated to the
                    Participant for the Limitation Year as of such date under
                    this and all other Defined Contribution Plans.

     (g)  Disposition of Excess Amounts. Any Excess Amount attributed to this
          Plan will be disposed in the manner described in Section 7.1(c).

7.3  Modification of Correction Procedures. The Employer may elect under Part
     13, #51.c. of the Agreement [Part 13, #69.c. of the 401(k) Agreement] to
     modify any of the corrective provisions under Section 7.1 of this BPD. The
     provisions in Section 7.2 may be modified under Part 13, #54.c. of the
     Agreement [Part 13, #72.c. of the 401(k) Agreement].

7.4  Definitions Relating to the Annual Additions Limitation.

     (a)  Annual Additions: The sum of the following amounts credited to a
          Participant's Account for the Limitation Year:

          (1)  Employer Contributions, including Section 401(k) Deferrals;

          (2)  Employee After-Tax Contributions;

          (3)  forfeitures;

          (4)  amounts allocated to an individual medical account (as defined in
               Code (S)415(1)(2)), which is part of a pension or annuity plan
               maintained by the Employer, are treated as Annual Additions to a
               Defined Contribution Plan. Also, amounts derived from
               contributions paid or accrued after December 31, 1985, in taxable
               years ending after such date, which are attributable to
               post-retirement medical benefits allocated to the separate
               account of a key employee (as defined in Code (S)419A(d)(3))
               under a welfare benefit fund (as defined in Code (S)419(e))
               maintained by the Employer are treated as Annual Additions to a
               Defined Contribution Plan; and

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          (5)  allocations under a SEP (as defined in Code(S)408(k)).

          For this purpose, any Excess Amount applied under Sections 7.1(c) or
          7.2(f) in the Limitation Year to reduce Employer Contributions will be
          considered Annual Additions for such Limitation Year.

          An Annual Addition is credited to a Participant's Account for a
          particular Limitation Year if such amount is allocated to the
          Participant's Account as of any date within that Limitation Year. An
          Annual Addition will not be deemed credited to a Participant's Account
          for a particular Limitation Year unless such amount is actually
          contributed to the Plan no later than 30 days after the time
          prescribed by law for filing the Employer's income tax return
          (including extensions) for the taxable year with or within which the
          Limitation Year ends. In the case of Employee After-Tax Contributions,
          such amount shall not be deemed credited to a Participant's Account
          for a particular Limitation Year unless the contributions are actually
          contributed to the Plan no later than 30 days after the close of that
          Limitation Year.

     (b)  Defined Contribution Dollar Limitation: $30,000, as adjusted under
          Code (S)415(d).

     (c)  Employer. For purposes of this Article 7, Employer shall mean the
          Employer that adopts this Plan, and all members of a controlled group
          of corporations (as defined in (S)414(b) of the Code as modified by
          (S)415(h)), all commonly controlled trades or businesses (as defined
          in (S)414(c) of the Code as modified by (S)415(h)) or affiliated
          service groups (as defined in (S)414(m)) of which the adopting
          Employer is a part, and any other entity required to be aggregated
          with the Employer pursuant to regulations under (S)414(o) of the Code.

     (d)  Excess Amount: The excess of the Participant's Annual Additions for
          the Limitation Year over the Maximum Permissible Amount.

     (e)  Limitation Year: The Plan Year, unless the Employer elects another
          12-consecutive month period under Part 13, #51.a. of the Agreement
          [Part 13, #69.a. of the 401(k) Agreement]. All qualified retirement
          plans under Code (S)401(a) maintained by the Employer must use the
          same Limitation Year. If the Limitation Year is amended to a different
          12-consecutive month period, the new Limitation Year must begin on a
          date within the Limitation Year in which the amendment is made. If the
          Plan has an initial Plan Year that is less than 12 months, the
          Limitation Year for such first Plan Year is the 12-month period ending
          on the last day of that Plan Year, unless otherwise specified in Part
          13, #51.c. of the Agreement [Part 13, #69.c. of the 401(k) Agreement].

     (f)  Maximum Permissible Amount: The maximum Annual Additions that may be
          contributed or allocated to a Participant's Account under the Plan for
          any Limitation Year shall not exceed the lesser of:

          (1)  the Defined Contribution Dollar Limitation, or

          (2)  25 percent of the Participant's Total Compensation for the
               Limitation Year.

          The Total Compensation limitation referred to in (2) shall not apply
          to any contribution for medical benefits (within the meaning of Code
          (S)401(h) or (S)419A(f)(2)) which is otherwise treated as an Annual
          Addition under Code (S)415(1)(1) or (S)419A(d)(2).

          If a short Limitation Year is created because of an amendment changing
          the Limitation Year to a different 12-consecutive month period, the
          Maximum Permissible Amount will not exceed the Defined Contribution
          Dollar Limitation multiplied by the following fraction:

                 Number of months in the short Limitation Year
                 ---------------------------------------------
                                       12

          If a short Limitation Year is created because the Plan has an initial
          Plan Year that is less than 12 months, no proration of the Defined
          Contribution Dollar Limitation is required, unless provided otherwise
          under Part 13, #51.c. of the Agreement [Part 13, #69.c. of the 401(k)
          Agreement]. (See subsection (e) above for the rule allowing the use of
          a full 12-month Limitation Year for the first year of the Plan,
          thereby avoiding the need to prorate the Defined Contribution Dollar
          Limitation.)

     (g)  Total Compensation: The amount of compensation as defined under
          Section 22.197, subject to the Employer's election under Part 3, #9 of
          the Agreement.

          (1)  Self-Employed Individuals. For a Self-Employed Individual, Total
               Compensation is such individual's Earned Income.

          (2)  Total Compensation actually paid or made available. For purposes
               of applying the limitations of this Article 7, Total Compensation
               for a Limitation Year is the Total Compensation actually paid or

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               made available to an Employee during such Limitation Year.
               However, the Employer may include in Total Compensation for a
               Limitation Year amounts earned but not paid in the Limitation
               Year because of the timing of pay periods and pay days, but only
               if these amounts are paid during the first few weeks of the next
               Limitation Year, such amounts are included on a uniform and
               consistent basis with respect to all similarly-situated
               Employees, and no amounts are included in Total Compensation in
               more than one Limitation Year. The Employer need not make any
               formal election to include accrued Total Compensation described
               in the preceding sentence.

          (3)  Disabled Participants. Total Compensation does not include any
               imputed compensation for the period a Participant is Disabled.
               However, the Employer may elect under Part 13, #51.b. of the
               Agreement [Part 13, #69.b. of the 401(k) Agreement], to include
               under the definition of Total Compensation, the amount a
               terminated Participant who is permanently and totally Disabled
               (as defined in Section 22.53) would have received for the
               Limitation Year if the Participant had been paid at the rate of
               Total Compensation paid immediately before becoming permanently
               and totally Disabled. If the Employer elects under Part 13,
               #51.b. of the Agreement [Part 13, #69.b. of the 401(k)
               Agreement] to include imputed compensation for a Disabled
               Participant, a Disabled Participant will receive an allocation of
               any Employer Contribution the Employer makes to the Plan based on
               the Employee's imputed compensation for the Plan Year. Any
               Employer Contributions made to a Disabled Participant under this
               subsection (3) are fully vested when made. For Limitation Years
               beginning before January 1, 1997, imputed compensation for a
               Disabled Participant may be taken into account only if the
               Participant is not a Highly Compensated Employee for such Plan
               Year.

          (4)  Special rule for Limitation Years beginning before January 1,
               1998. For Limitation Years beginning before January 1, 1998, for
               purposes of applying the limitations of this Article 7 and for
               determining the minimum top-heavy contribution required under
               Section 16.2(a), Total Compensation paid or made available during
               such Limitation Year shall not include any Elective Deferrals, or
               any amount which is contributed or deferred by the Employer at
               the election of the Employee and which is not includible in the
               gross income of the Employee by reason of Code (S)125 or
               (S)457.

7.5  Participation in a Defined Benefit Plan. If the Employer maintains, or at
     any time maintained, a Defined Benefit Plan (other than a Paired Plan)
     covering any Participant in this Plan, the sum of the Participant's Defined
     Benefit Plan Fraction and Defined Contribution Plan Fraction will not
     exceed 1.0 in any Limitation Year. If the sum of the Defined Benefit Plan
     Fraction and the Defined Contribution Plan Fraction exceeds 1.0 in any
     Limitation Year, the Plan will satisfy the 1.0 limitation by reducing a
     Participant's Projected Annual Benefit under the Defined Benefit Plan.

     (a)  Repeal of rule. The limitations under this Section 7.5 do not apply
          for Limitation Years beginning on or after January 1, 2000. However,
          the Employer may have continued to apply rules consistent with this
          Section 7.5 for Plan Years beginning after December 31, 1999 and
          before the Employer first adopted a plan to comply with the GUST
          Legislation. If the Employer is adopting this Plan as a restatement of
          a prior plan to comply with the GUST Legislation, the provisions of
          the prior plan control for purposes of applying the combined
          limitation rules under Code (S)415(e) for Limitation Years beginning
          before the Effective Date of this Plan. For Limitation Years beginning
          on or after the Effective Date of this Plan, the provisions of this
          Section 7.5 apply. If for any Limitation Year beginning prior to the
          date this Plan is adopted as a GUST restatement, the Employer did not
          comply in operation with the provisions under this Section 7.5 or the
          provisions of the prior plan, as applicable, the Employer may document
          under Appendix B-4 of the Agreement how the Plan was operated to
          comply with the combined limitation rules under Code (S)415(e).

     (b)  Special definitions relating to Section 7.5.

          (1)  Defined Benefit Plan Fraction: A fraction, the numerator of which
               is the sum of the Participant's Projected Annual Benefit under
               all the Defined Benefit Plans (whether or not terminated)
               maintained by the Employer, and the denominator of which is the
               lesser of 125 percent of the dollar limitation determined for the
               Limitation Year under Code (S)(S)415(b) and (d) or 140 percent
               of the Participant's Highest Average Compensation, including any
               adjustments under Code (S)415(b).

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

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               If the Plan is a Top-Heavy Plan for any Plan Year, 100% will be
               substituted for 125% in the prior paragraph, unless in Part 13,
               #54.b. of the Agreement [Part 13, #72.b. of the 401(k)
               Agreement], the Employer provides an extra minimum top-heavy
               allocation or benefit in accordance with Code (S)416(h) and the
               regulations thereunder. In any event, if the Top-Heavy Ratio
               exceeds 90%, then 100% will always be substituted for 125% in the
               prior paragraph.

          (2)  Defined Contribution Plan Fraction: A fraction, the numerator of
               which is the sum of the Annual Additions to the Participant's
               Account under all the Defined Contribution Plans (whether or not
               terminated) maintained by the Employer for the current and all
               prior Limitation Years (including the Annual Additions
               attributable to the Participant's Employee After-Tax
               Contributions to all Defined Benefit Plans, whether or not
               terminated, maintained by the Employer, and the Annual Additions
               attributable to all welfare benefit funds (as defined under Code
               (S)419(e)), individual medical accounts (as defined under Code
               (S)415(1)(2)), and SEPs (as defined under Code (S)408(k))
               maintained by the Employer, and the denominator of which is the
               sum of the maximum aggregate amount for the current and all prior
               Limitation Years during which the Participant performed service
               with the Employer (regardless of whether a Defined Contribution
               Plan was maintained by the Employer during such years). The
               maximum aggregate amount in any Limitation Year is the lesser of:
               (i) 125 percent of the Defined Contribution Dollar Limitation in
               effect under Code (S)415(c)(1)(A) (as determined under Code
               (S)(S)415(b) and (d)) for such Limitation Year or (ii) 35
               percent of the Participant's Total Compensation for such
               Limitation Year.

               If the Plan is a Top-Heavy Plan for any Plan Year, 100% will be
               substituted for 125% unless in Part 13, #54.b. of the Agreement
               [Part 13, #72.b. of the 401(k) Agreement], the Employer provides
               an extra minimum top-heavy allocation or benefit in accordance
               with Code (S)416(h) and the regulations thereunder. In any event,
               if the Top-Heavy Ratio exceeds 90%, then 100% will always be
               substituted for 125%.

               If the Employee was a Participant as of the end of the first day
               of the first Limitation Year beginning after December 31, 1986,
               in one or more Defined Contribution Plans maintained by the
               Employer which were in existence on May 6, 1986, the numerator of
               this fraction will be adjusted if the sum of this fraction and
               the Defined Benefit Plan Fraction would otherwise exceed 1.0
               under the terms of this Plan. Under the adjustment, an amount
               equal to the product of (i) the excess of the sum of the
               fractions over 1.0 times (ii) the denominator of this fraction,
               will be permanently subtracted from the numerator of this
               fraction. The adjustment is calculated using the fractions as
               they would be computed as of the end of the last Limitation Year
               beginning before January 1, 1987, and disregarding any changes in
               the terms and conditions of the Plan made after May 5, 1986, but
               using the Code (S)415 limitation applicable to the first
               Limitation Year beginning on or after January 1, 1987.

               The Annual Additions for any Limitation Year beginning before
               January 1, 1987 shall not be recomputed to treat all Employee
               After-Tax Contributions as Annual Additions.

          (3)  Highest Average Compensation: The average Total Compensation for
               the three consecutive years of service with the Employer that
               produces the highest average.

          (4)  Projected Annual Benefit: The annual retirement benefit (adjusted
               to an actuarially equivalent straight life annuity if such
               benefit is expressed in a form other than a straight life annuity
               or Qualified Joint and Survivor Annuity) to which the Participant
               would be entitled under the terms of the Plan assuming:

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

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

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                                    ARTICLE 8
                               PLAN DISTRIBUTIONS

Except as provided under Article 9 (Joint and Survivor Annuity Requirements),
this Article 8 governs all distributions to Participants under the Plan.
Sections 8.1 and 8.2 set forth the available distribution options under the Plan
and the amount available for distribution. Section 8.3 sets forth the
Participants' distribution options following termination of employment, Section
8.4 discusses the distribution options upon a Participant's death, and Sections
8.5 and 8.6 set forth the in-service distribution options under the Plan,
including the conditions for receiving a Hardship distribution. Parts 9 and 10
of the Agreement contain the elective provisions for the Employer to identify
the timing of distributions and the permitted distribution events under the
Plan.

8.1  Distribution Options. A Participant who terminates employment with the
     Employer may receive a distribution of his/her vested Account Balance at
     the time and in the manner designated under Part 9 of the Agreement. A
     Participant may receive an in-service distribution prior to his/her
     termination of employment with the Employer only to the extent permitted
     under Part 10 of the Agreement.

     Distributions from the Plan will be made in the form of a lump sum of the
     Participant's entire vested Account Balance, a single sum distribution of a
     portion of the Participant's vested Account Balance, installments, annuity
     payments, or other form as selected under Part 11 of the Agreement. Unless
     provided otherwise under Part 11 of the Agreement, a Participant may select
     any combination of the available distribution forms.

     If the Employer elects to permit a single sum distribution of a portion of
     the Participant's vested Account Balance, the Employer may limit the
     availability or frequency of subsequent withdrawals under Part 11, #40.f.
     of the Nonstandardized Agreement [Part 11, #58.f. of the Nonstandardized
     401(k) Agreement]. If the Employer elects under Part 11 of the Agreement to
     permit installment payments as an optional form of distribution, the
     Participant (and spouse, if applicable) may elect to receive installments
     in monthly, quarterly, semi-annual, or annual payments over a period not
     exceeding the Life Expectancy of the Participant and his/her Designated
     Beneficiary. The Participant may elect at any time to accelerate the
     payment of all, or any portion, of an installment distribution. If the
     Employer elects under Part 11 of the Agreement to permit annuity payments,
     such annuity payments may not be in a form that will provide for payments
     over a period extending beyond either the life of the Participant (or the
     lives of the Participant and his/her designated Beneficiary) or the life
     expectancy of the Participant (or the life expectancy of the Participant
     and his/her designated Beneficiary). The Employer may restrict the
     availability of installment payments or annuity payments under Part 11,
     #40.f. of the Nonstandardized Agreement [Part 11, #58.f. of the
     Nonstandardized 401(k) Agreement].

     If the Plan is subject to the Joint and Survivor Annuity requirements under
     Article 9, the Plan must make distribution in the form of a QJSA (as
     defined in Section 9.4(a)) unless the Participant (and spouse, if the
     Participant is married) elects an alternative distribution form in
     accordance with Section 9.4(d). (See Section 9.1 for the rules regarding
     the application of the Joint and Survivor Annuity requirements.)

8.2  Amount Eligible for Distribution. For purposes of determining the amount a
     Participant may receive as a distribution from the Plan, a Participant's
     Account Balance is determined as of the Valuation Date (as specified in
     Part 12 of the Agreement) which immediately precedes the date the
     Participant receives his/her distribution from the Plan. For this purpose,
     the Participant's Account Balance must be increased for any contributions
     allocated to the Participant's Account since the most recent Valuation Date
     and must be reduced for any distributions the Participant received from the
     Plan since the most recent Valuation Date. A Participant does not share in
     any allocation of gains or losses attributable to the period between the
     Valuation Date and the date of the distribution under the Plan, unless
     provided otherwise under Part 12 of the Agreement or under uniform funding
     and valuation procedures established by the Plan Administrator. In the case
     of a Participant-directed Account, the determination of the value of the
     Participant's Account for distribution purposes is subject to the funding
     and valuation procedures applicable to such directed Account.

8.3  Distributions After Termination of Employment. Subject to the required
     minimum distribution provisions under Article 10, a Participant whose
     employment with the Employer is terminated for any reason, other than
     death, is entitled to receive a distribution of his/her vested Account
     Balance in accordance with this Section 8.3 as of the date selected in Part
     9 of the Agreement. If a Participant dies while employed by the Employer,
     or dies before distribution of his/her vested Account Balance is completed,
     distribution will be made in accordance with Section 8.4.

     (a)  Account Balance exceeding $5,000. If a Participant's entire vested
          Account Balance exceeds $5,000 at the time of distribution, the
          Participant may elect to receive a distribution of his/her vested
          Account Balance in any form permitted under Part 11 of the Agreement
          at the time indicated under Part 9, #33 of the Agreement [Part 9, #51
          of the 401(k) Agreement]. The Participant must receive proper notice
          and must consent in writing, in accordance with Section 8.7, prior to
          receiving a distribution from the Plan. If the Participant does not
          consent to a distribution upon terminating employment with the
          Employer, distribution will be made in accordance with Article 10.
          (Also see Section 8.8 for additional notice requirements.)

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     (b)  Account Balance not exceeding $5,000. If a Participant's entire vested
          Account Balance does not exceed $5,000 at the time of distribution,
          the Plan Administrator will distribute the Participant's entire vested
          Account Balance in a single lump sum at the time indicated under Part
          9, #34 of the Agreement [Part 9, #52 of the 401(k) Agreement].
          Although the Participant need not consent to receive a distribution
          under this subsection (b), the Participant must receive the notice
          described in Section 8.8 (if applicable) prior to receiving the
          distribution from the Plan. The Employer may modify the rule under
          this subsection (b) by electing under Part 9, #37.a. of the Agreement
          [Part 9, #55.a. of the 401(k) Agreement] to require Participant
          consent prior to a distribution from the Plan, without regard to
          whether the Participant's vested Account Balance exceeds $5,000 at the
          time of distribution.

     (c)  Permissible distribution events under a 401(k) plan. A Participant may
          not receive a distribution of Section 401(k) Deferrals, QNECs, QMACs
          and Safe Harbor Contributions under this Section 8.3 unless the
          Participant satisfies one of the following conditions:

          (1)  The Participant has a "separation from service" with the
               Employer. For this purpose, a separation from service occurs when
               an Employee terminates employment with the Employer. If a
               Participant changes jobs as a result of the Employer's
               liquidation, merger, consolidation, or other similar transaction,
               a distribution may be made to the Participant if the Plan
               Administrator determines the Participant has incurred a
               separation from service in accordance with rules promulgated
               under the Code or regulations, or by reason of a ruling or other
               published guidance from the IRS. A Participant may not receive a
               distribution by reason of separation from service, or continue to
               receive an installment distribution based on separation from
               service, if prior to the time the distribution is made from the
               Plan, the Participant returns to employment with the Employer.

          (2)  The Employer is a corporation and the Employer sells
               substantially all of the assets of a trade or business (within
               the meaning of (S)409(d)(2) of the Code) to an unrelated
               corporation, provided the purchaser does not continue to maintain
               the Plan with respect to the Participant after the sale and the
               Participant becomes employed by the unrelated corporation as a
               result of the sale and the distribution is made by the end of the
               second calendar year after the year of the sale. For this
               purpose, an Employer is deemed to have sold substantially all of
               the assets of a trade or business if it sells 85% or more of the
               total assets of such trade or business.

          (3)  The Employer is a corporation and the Employer sells a subsidiary
               to an unrelated corporation, provided the purchaser does not
               continue to maintain the Plan with respect to the Participant
               after the sale and the Participant continues to be employed by
               the unrelated corporation after the sale and the distribution is
               made by the end of the second calendar year after the year of the
               sale.

     (d)  Disabled Participant. A terminated Employee who is Disabled at the
          time of termination, or who becomes Disabled after terminating
          employment with the Employer, generally is entitled to a distribution
          in the time and manner specified in Part 9 of the Agreement. However,
          if so elected in Part 9, #35 of the Agreement [Part 9, #53 of the
          401(k) Agreement], a terminated Employee who is Disabled at the time
          of termination, or who becomes Disabled after terminating employment
          with the Employer, is entitled to a distribution in the time and
          manner specified in Part 9, #35 of the Agreement [Part 9, #53 of the
          401(k) Agreement], to the extent such election will result in an
          earlier distribution than would otherwise be available under Part 9 of
          the Agreement.

     (e)  Determining whether vested Account Balance exceeds $5,000. For
          distributions made on or after October 17, 2000, the determination of
          whether a Participant's vested Account Balance exceeds $5,000 is based
          on the value of the Participant's Account as of the most recent
          Valuation Date. In determining the value of a Participant's Account
          for distributions made before October 17, 2000, the "lookback rule"
          may apply. If the lookback rule applies, the Participant's vested
          Account Balance is deemed to exceed $5,000 for purposes of applying
          the provisions under this Article 8 and Article 9.

          For distribution made after March 21, 1999 and before October 17,
          2000, the "lookback rule" is applicable to a distribution to a
          Participant if the Participant previously received a distribution when
          his/her vested Account Balance exceeded $5,000, and either subsection
          (1) or (2) applies.

          (1)  The distribution is subject to the Joint and Survivor Annuity
               requirements of Article 9.

          (2)  The distribution is not subject to the Joint and Survivor Annuity
               requirements of Article 9, but a periodic distribution method
               (e.g., an installment distribution) is currently in effect with
               respect to the Participant's vested Account Balance, at least one
               scheduled payment still remains, and when the first periodic
               payment was made under such election, the vested Account Balance
               exceeded $5,000.

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          For distributions made before March 21, 1999, the lookback rule
          applies to all distributions, without regard to subsections (1) and
          (2) above. However, the Plan does not fail to satisfy the requirements
          of this subsection (e) if, prior to the adoption of this Plan, the
          lookback rule was applied to all distributions (without regard to the
          limitations described in subsections (1) and (2) above), or if the
          limitations described in subsections (1) and (2) above were applied to
          distributions made before March 22, 1999 but in a Plan Year beginning
          after August 5, 1997.

     (f)  Effective date of $5,000 vested Account Balance rule. The provisions
          under this Article 8 and Article 9 which refer to a $5,000 vested
          Account Balance are effective for Plan Years beginning after August 5,
          1997, unless a later effective date is specified in the GUST
          provisions under Appendix B-3.a. of the Agreement. For plan years
          beginning prior to August 6, 1997 (or any later effective date
          specified in Appendix B-3.a. of the Agreement) any reference under
          this Article 8 or Article 9 to a $5,000 vested Account Balance should
          be applied by replacing $5,000 with $3,500.

8.4  Distribution upon the Death of the Participant. The death benefit payable
     with respect to a deceased Participant depends on whether the Participant
     dies after distribution of his Account Balance has commenced (see
     subsection (a) below) or before distribution commences (see subsection (b)
     below).

     (a)  Post-retirement death benefit. If a Participant dies after commencing
          distribution of his/her benefit under the Plan, the death benefit is
          the benefit payable under the form of payment that has commenced. If a
          Participant commences distribution prior to death only with respect to
          a portion of his/her Account Balance, then the rules in subsection (b)
          apply to the rest of the Account Balance.

     (b)  Pre-retirement death benefit. If a Participant dies before commencing
          distribution of his/her benefit under the Plan, the death benefit that
          is payable depends on whether the value of the death benefit exceeds
          $5,000 and whether the Joint and Survivor Annuity requirements of
          Article 9 apply. If there is both a QPSA death benefit and a non-QPSA
          death benefit, each death benefit is valued separately to determine
          whether it exceeds $5,000. For death benefits distributed before the
          $5,000 rule described in Section 8.3(f) is effective, substitute
          $3,500 for $5,000.

          (1)  Death benefit not exceeding $5,000. If the value of the
               pre-retirement death benefit does not exceed $5,000, it shall be
               paid in a single sum as soon as administratively feasible after
               the Participant's death.

          (2)  Death benefit that exceeds $5,000. If the value of the
               pre-retirement death benefit exceeds $5,000, the payment of the
               death benefit will depend on whether the Joint and Survivor
               Annuity requirements apply.

               (i)  If the Joint and Survivor Annuity requirements do not apply.
                    In this case, the entire death benefit is payable in the
                    form and at the time described below in subsection (ii)(B).

               (ii) If the Joint and Survivor Annuity requirements apply. In
                    this case, the death benefit consists of a QPSA death
                    benefit (see Section 9.3) and, if the QPSA is defined to be
                    less than 100% of the Participant's vested Account Balance,
                    a non-QPSA death benefit. The QPSA death benefit is payable
                    in accordance with subsection (A) below, unless the
                    Participant has waived such death benefit under the waiver
                    procedures described in Section 9.4(d). In the event there
                    is a proper waiver of the QPSA death benefit, then such
                    portion of the death benefit is payable in the same manner
                    as the non-QPSA death benefit. The non-QPSA death benefit is
                    payable in the form and at the time described below in
                    subsection (B).

                    (A)  QPSA death benefit. If the pre-retirement death benefit
                         is payable in the QPSA form, then it shall be paid in
                         accordance with Article 9. If the QPSA death benefit
                         has not been waived, but the surviving spouse elects a
                         different form of payment, then distribution of the
                         QPSA death benefit is made in accordance with the form
                         of payment elected by the spouse, provided such form of
                         payment is available under Section 8.1. The surviving
                         spouse may request the payment of the QPSA death
                         benefit (in the QPSA form or in the form elected by the
                         surviving spouse) as soon as administratively feasible
                         after the death of the Participant. However, payment of
                         the death benefit will not commence without the consent
                         of the surviving spouse prior to the date the
                         Participant would have reached Normal Retirement Age
                         (or age 62, if later). If the QPSA death benefit has
                         been waived, in accordance with the procedures in
                         Article 9, then the portion of the Participant's vested
                         Account Balance that would have been payable as a QPSA
                         death benefit in the absence of such a waiver is
                         treated as a death benefit payable under subsection
                         (B).

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                    (B)  Non-QPSA death benefits. Any pre-retirement death
                         benefit not described in subsection (A) is payable
                         under this paragraph. Such death benefit is payable in
                         lump sum as soon as administratively feasible after the
                         Participant's death. However, the death benefit may be
                         payable in a different form if prescribed by the
                         Participant's Beneficiary designation, or if the
                         Beneficiary, before a lump sum payment of the benefit
                         is made, requests an election as to the form of
                         payment. An alternative form of payment must be one
                         that is available under Section 8.1.

          (3)  Minimum distribution requirements. In no event will any death
               benefit be paid in a manner that is inconsistent with the minimum
               distribution requirements of Section 10.2. In addition, the
               Beneficiary of any pre-retirement death benefit described above
               in subsection (2) may postpone the commencement of the death
               benefit to a date that is not later than the latest commencement
               date permitted under Section 10.2, unless such election is
               prohibited in Part 9, #37.b. of the Agreement [Part 9, #55.b. of
               the 401(k) Agreement].

     (c)  Determining a Participant's Beneficiary. A Participant may designate a
          Beneficiary to receive the death benefits described in this Section
          8.4. Any Beneficiary designation is subject to the rules under
          subsections (1) - (4) below. A Participant may change or revoke a
          Beneficiary designation at any time by filing a new designation with
          the Plan Administrator. Any new Beneficiary designation is subject to
          the spousal consent rules described below, unless the spouse
          specifically waives such right under a general consent as authorized
          under Section 9.4(d). Unless specified otherwise in the Participant's
          designated beneficiary election form, if a Beneficiary does not
          predecease the Participant but dies before distribution of the death
          benefit is made to the Beneficiary, the death benefit will be paid to
          the Beneficiary's estate.

          The Plan Administrator may request proper proof of the Participant's
          death and may require the Beneficiary to provide evidence of his/her
          right to receive a distribution from the Plan in any form or manner
          the Plan Administrator may deem appropriate. The Plan Administrator's
          determination of the Participant's death and of the right of a
          Beneficiary to receive payment under the Plan shall be conclusive. If
          a distribution is to be made to a minor or incompetent Beneficiary,
          payments may be made to the person's legal guardian, conservator, or
          custodian in accordance with the Uniform Gifts to Minors Act or
          similar law as permitted under the laws of the state where the
          Beneficiary resides. The Plan Administrator or Trustee will not be
          liable for any payments made in accordance with this subsection (c)
          and are not required to make any inquiries with respect to the
          competence of any person entitled to benefits under the Plan.

          If a Participant designates his/her spouse as Beneficiary and
          subsequent to such Beneficiary designation, the Participant and spouse
          are divorced or legally separated, the designation of the spouse as
          Beneficiary under the Plan is automatically rescinded unless
          specifically provided otherwise under a divorce decree or QDRO, or
          unless the Participant enters into a new Beneficiary designation
          naming the prior spouse as Beneficiary.

          (1)  Spousal consent to Beneficiary designation: post-retirement death
               benefit. If a Participant is married at the time distribution
               commences to the Participant, the Beneficiary of any
               post-retirement death benefit is the Participant's surviving
               spouse, regardless of whether the Joint and Survivor Annuity
               requirements under Article 9 apply, unless there is no surviving
               spouse or the spouse has consented to the Beneficiary designation
               in a manner that is consistent with the requirements for a
               Qualified Election under Section 9.4(d), or makes a valid
               disclaimer of the benefit. If the Joint and Survivor Annuity
               requirements apply, the spouse is determined as of the
               Distribution Commencement Date for purposes of this spousal
               consent requirement. If the Joint and Survivor Annuity
               requirements do not apply, the spouse is determined as of the
               Participant's date of death for purposes of this spousal consent
               requirement.

          (2)  Spousal consent to Beneficiary designation: pre-retirement death
               benefit. The rules for spousal consent depend on whether the
               Joint and Survivor Annuity requirements in Article 9 apply.

               (i)  If the Joint and Survivor Annuity requirements apply. In
                    this case, the QPSA death benefit will be payable in
                    accordance with Section 9.3. The QPSA death benefit may be
                    payable to a non-spouse Beneficiary only if the spouse
                    consents to the Beneficiary designation, pursuant to the
                    Qualified Election requirements under Section 9.4(d), or
                    makes a valid disclaimer. The non-QPSA death benefit, if
                    any, is payable to the person named in the Beneficiary
                    designation, without regard to whether spousal consent is
                    obtained for such designation. If a spouse does not properly
                    consent to a Beneficiary designation, the QPSA waiver is
                    invalid, and the QPSA death benefit is still payable to the
                    spouse, but the Beneficiary designation remains valid with
                    respect to any non-QPSA death benefit.

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               (ii) If the Joint and Survivor Annuity requirements do not apply.
                    In this case, the surviving spouse (determined at the time
                    of the Participant's death), if any, must be treated as the
                    sole Beneficiary, regardless of any contrary Beneficiary
                    designation, unless there is no surviving spouse, or the
                    spouse has consented to the Beneficiary designation in a
                    manner that is consistent with the requirements for a
                    Qualified Election under Section 9.4(d) or makes a valid
                    disclaimer.

          (3)  Default beneficiaries. To the extent a Beneficiary has not been
               named by the Participant (subject to the spousal consent rules
               discussed above) and is not designated under the terms of this
               Plan to receive all or any portion of the deceased Participant's
               death benefit, such amount shall be distributed to the
               Participant's surviving spouse (if the Participant was married at
               the time of death). If the Participant does not have a surviving
               spouse at the time of death, distribution will be made to the
               Participant's surviving children, in equal shares. If the
               Participant has no surviving children, distribution will be made
               to the Participant's estate. The Employer may modify the default
               beneficiary rules described in this subparagraph by addition
               attaching appropriate language as an addendum to the Agreement.

          (4)  One-year marriage rule. The Employer may elect under Part 11,
               #41.c. of the Agreement [Part 11, #59.c. of the 401(k)
               Agreement], for purposes of applying the provisions of this
               Section 8.4, that an individual will not be considered the
               surviving spouse of the Participant if the Participant and the
               surviving spouse have not been married for the entire one-year
               period ending on the date of the Participants death.

8.5  Distributions Prior to Termination of Employment.

     (a)  Employee After-Tax Contributions, Rollover Contributions, and
          transfers. A Participant may withdraw at any time, upon written
          request, all or any portion of his/her Account Balance attributable to
          Employee After-Tax Contributions or Rollover Contributions. Any
          amounts transferred to the Plan pursuant to a Qualified Transfer (as
          defined in Section 3.3(d)) also may be withdrawn at any time pursuant
          to a written request. No forfeiture will occur solely as a result of
          an Employer's withdrawal of Employee After-Tax Contributions. The
          Employer may elect in Part 10, #39.d. of the Nonstandardized Agreement
          [Part 10, #57.d. of the Nonstandardized 401(k) Agreement] to modify
          the availability of in-service withdrawals of Employee After-Tax
          Contributions, Rollover Contributions, or Qualified Transfers.

          With respect to transfers (other than Qualified Transfers) and subject
          to the restrictions on distributions of transferred assets under
          Section 3.3, a Participant may request a distribution of all or any
          portion of his/her Transfer Account only as permitted under this
          Article with respect to contributions of the same type as are being
          withdrawn.

     (b)  Employer Contributions. Except as provided in Section 14.10 dealing
          with defaulted Participant loans, a Participant may receive a
          distribution of all or any portion of his/her vested Account Balance
          attributable to Employer Contributions prior to termination of
          employment only as permitted under Part 10 of the Agreement. If the
          Joint and Survivor Annuity requirements under Article 9 apply to the
          Participant, the Participant's spouse (if the Participant is married
          at the time of distribution) must consent to a distribution in
          accordance with Section 9.2.

          The Employer may elect under the profit sharing or 401(k) plan
          Agreement to permit in-service distributions of Employer Contributions
          (other than Section 401(k) Deferrals, QMACs, QNECs, and Safe Harbor
          Contributions) upon the occurrence of a specified event or upon the
          completion of a certain number of years. In no case, however, may a
          distribution that is made solely on account of the completion of a
          designated number of years be made with respect to Employer
          Contributions that have been accumulated in the Plan for less than 2
          years. This rule does not apply if the Participant has been an
          Eligible Participant in the Plan for at least 5 years. An in-service
          distribution may be made on account of a specified event (other than
          the completion of a designated number of years) at any time, if
          authorized under Part 10 of the Agreement.

          If a Participant with a partially vested benefit receives an
          in-service distribution under the Plan, the special vesting schedule
          under Section 4.8 must be applied to determine the Participant's
          vested percentage in his/her remaining Account Balance. This special
          vesting schedule will not apply if the Employer limits the
          availability of in-service distributions under Part 10 of the
          Agreement to Participants who are 100% vested.

     (c)  Section 401(k) Deferrals, Qualified Nonelective Contributions,
          Qualified Matching Contributions, and Safe Harbor Contributions. If
          the Employer has adopted the 401(k) Agreement, a Participant may
          receive an in-service distribution of all or any portion of his/her
          Section 401(k) Deferral Account, QMAC Account, QNEC Account, Safe
          Harbor Matching Contribution Account and Safe Harbor Nonelective
          Contribution Account only as permitted under Part 10 of the Agreement.
          No provision in this Plan or in Part 10 of the

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          Agreement may be interpreted to permit a Participant to receive a
          distribution of such amounts prior to the occurrence of one of the
          following events:

          (1)  the Participant becoming Disabled;

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

          (3)  the Participant's Hardship (as defined in Section 8.6).

     (d)  Corrective distributions. Nothing in this Article 8 precludes the Plan
          Administrator from making a distribution to a Participant, to the
          extent such distribution is made to correct a qualification defect in
          accordance with the corrective procedures under the IRS' voluntary
          compliance programs. Thus, for example, nothing in this Article 8
          would preclude the Plan from making a corrective distribution to an
          Employee who received contributions under the Plan prior to becoming
          an Eligible Participant. Any such distribution must be made in
          accordance with the correction procedures applicable under the IRS'
          voluntary correction programs.

8.6  Hardship Distribution. To the extent permitted under Part 10 of the
     Agreement, a Participant may receive an in-service distribution on account
     of a Hardship. The Employer may elect under Part 10, #38.c. of the
     Agreement [Part 10, #56.c. of the 401(k) Agreement] to permit a Hardship
     distribution only if the Participant satisfies the safe harbor Hardship
     requirements under subsection (a) below. Alternatively, the Employer may
     elect under Part 10, #38.d. of the Agreement [Part 10, #56.d. of the 401(k)
     Agreement] to permit a Hardship distribution of Employer Contributions
     (other than Section 401(k) Deferrals) in accordance with the requirements
     of subsection (b) below. A Hardship distribution of Section 401(k)
     Deferrals must meet the requirements of a safe harbor Hardship as described
     under subsection (a) below. A Hardship distribution under this Section 8.6
     is not available for QNECs, QMACs or Safe Harbor Contributions.

     (a)  Safe harbor Hardship distribution. To qualify for a safe harbor
          Hardship, a Participant must demonstrate an immediate and heavy
          financial need, as described in subsection (1), and must satisfy the
          conditions described in subsection (2).

          (1)  Immediate and heavy financial need. To be considered an immediate
               and heavy financial need, the Hardship distribution must be made
               on account of one of the following events:

               (i)  the incurrence of medical expenses (as described in
                    (S)213(d) of the Code), of the Participant, the
                    Participant's spouse or dependents;

               (ii) the purchase (excluding mortgage payments) of a principal
                    residence for the Participant;

               (iii) payment of tuition and related educational fees (including
                    room and board) for the next 12 months of post-secondary
                    education for the Participant, the Participant's spouse,
                    children or dependents;

               (iv) to prevent the eviction of the Participant from, or a
                    foreclosure on the mortgage of, the Participant's principal
                    residence; or

               (v)  any other event that the IRS recognizes as a safe harbor
                    Hardship distribution event under ruling, notice or other
                    guidance of general applicability.

               A Participant must provide the Plan Administrator with a written
               request for a Hardship distribution. The Plan Administrator may
               require written documentation, as it deems necessary, to
               sufficiently document the existence of a proper Hardship event.

          (2)  Conditions for taking a safe harbor Hardship withdrawal. A
               Participant may receive a safe harbor Hardship withdrawal only if
               all of the following conditions are satisfied.

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

               (ii) The Participant is suspended from making any Section 401(k)
                    Deferrals (and any Employee After-Tax Contributions) under
                    the Plan or any other plans (other than welfare benefit
                    plans) maintained by the Employer for 12 months after the
                    receipt of the Hardship distribution.

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

               (iv) The limitation on Elective Deferrals under Code (S)402(g)
                    for the Participant for the taxable year immediately
                    following the taxable year of the Hardship distribution is
                    reduced by the amount of any Elective Deferrals the
                    Participant made during the taxable year of the Hardship
                    distribution.

     (b)  Non-safe harbor Hardship distribution. The Employer may elect under
          Part 10, #38.d. of the Agreement [Part 10, #56.d. of the 401(k)
          Agreement] to permit a Hardship distribution of Employer Contributions
          (other than Section 401(k) Deferrals) on account of an immediate and
          heavy financial need (as described in subsection (a)(1) above), but
          without regard to the requirements of subsection (a)(2) above. Solely
          for the purpose of applying this subsection (b), a Hardship
          distribution will be on account of an immediate and heavy financial
          need if such Hardship distribution is made to pay for funeral expenses
          for a family member of the Participant or upon the Participant's
          Disability. The Employer may add other permitted Hardship events under
          Part 10, #39.d. of the Nonstandardized Agreement [Part 10, #57.d. of
          the Nonstandardized 401(k) Agreement]. A non-safe harbor Hardship
          distribution is not available for Section 401(k) Deferrals, QNECs,
          QMACs, or Safe Harbor Contributions.

     (c)  Amount available for distribution. A Participant may receive a
          Hardship distribution of any portion of his/her vested Employer
          Contribution Account or Employer Matching Contribution Account
          (including earnings thereon), as permitted under Part 10 of the
          Agreement. A Participant may receive a Hardship distribution of any
          portion of his/her Section 401(k) Deferral Account, if permitted under
          Part 10 of the Agreement, provided such distribution, when added to
          other Hardship distributions from Section 401(k) Deferrals, does not
          exceed the total Section 401(k) Deferrals the Participant has made to
          the Plan (increased by income allocable to such Section 401(k)
          Deferrals that was credited by the later of December 31, 1988 or the
          end of the last Plan Year ending before July l, 1989). A Participant
          may not receive a Hardship distribution from his/her QNEC Account,
          QMAC Account, Safe Harbor Nonelective Contribution Account or Safe
          Harbor Matching Contribution Account.

8.7  Participant Consent. If the value of a Participant's entire vested Account
     Balance exceeds $5,000 (as determined in accordance with Section 8.3(e)),
     the Participant must consent to any distribution of such Account Balance
     prior to his/her Required Beginning Date (as defined in Section 10.3(a)).
     The Employer may modify this provision under Part 9, #37.b. of the
     Agreement [Part 9, #55.b. of the 401(k) Agreement] to provide for automatic
     distribution to a terminated Participant (or Beneficiary) as of the date
     the Participant attains (or would have attained if not deceased) the later
     of Normal Retirement Age or age 62. A Participant must consent in writing
     to a distribution under this Section 8.7 within the 90-day period ending on
     the Distribution Commencement Date (as defined in Section 22.56). If the
     Participant is subject to the Joint and Survivor Annuity requirements under
     Article 9 of this Plan, the Participant's spouse (if the Participant is
     married at the time of the distribution) also must consent to the
     distribution in accordance with Section 9.2. If the distribution is an
     Eligible Rollover Distribution, the Participant must also direct the Plan
     Administrator as to whether he/she wants a Direct Rollover and if so, the
     name of the Eligible Retirement Plan to which the distribution will be
     made. (See Section 8.8 for more information regarding the Direct Rollover
     rules.)

     (a)  Participant notice. Prior to receiving a distribution from the Plan,
          the Participant must be notified of his/her right to defer any
          distribution from the Plan in accordance with the provisions under
          Article 10 of this BPD. The notification shall include a general
          description of the material features and the relative values of the
          optional forms of benefit available under the Plan (consistent with
          the requirements under Code (S)417(a)(3)). The notice must be
          provided no less than 30 days and no more than 90 days prior to the
          Participant's Distribution Commencement Date. However, distribution
          may commence less than 30 days after the notice is given, if the
          Participant is clearly informed of his/her right to take 30 days after
          receiving the notice to decide whether or not to elect a distribution
          (and, if applicable, a particular distribution option), and the
          Participant, after receiving the notice, affirmatively elects to
          receive the distribution prior to the expiration of the 30-day minimum
          period. (But see Section 9.5(a) for the rules regarding the timing of
          distributions when the Joint and Survivor Annuity requirements apply.)
          The notice requirements described in this paragraph may be satisfied
          by providing a summary of the required information, so long as the
          conditions described in applicable regulations for the provision of
          such a summary are satisfied, and the full notice is also provided
          (without regard to the 90-day period described in this subsection).

     (b)  Special rules. The consent rules under this Section 8.7 apply to
          distributions made after the Participant's termination of employment
          and to distributions made prior to the Participant's termination of
          employment. However, the consent of the Participant (and the
          Participant's spouse, if applicable) shall not be required to the
          extent that a distribution is made:

          (1)  to satisfy the required minimum distribution rules under Article
               10;

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          (2)  to satisfy the requirements of Code (S)415, as described in
               Article 7;

          (3)  to correct Excess Deferrals, Excess Contributions or Excess
               Aggregate Contributions, as described in Article 17.

          In addition, if distributions are being made on account of the
          termination of the Plan, and an annuity option is not available under
          the Plan, the Participant's Account Balance will, without the
          Participant's consent, be distributed to the Participant, without
          regard to the value of the Participant's vested Account Balance,
          unless the Employer (or any Related Employer) maintains another
          Defined Contribution Plan (other than an employee stock ownership plan
          as defined in Code (S)4975(e)(7)). If the Employer or any Related
          Employer maintains another Defined Contribution Plan (other than an
          employee stock ownership plan), then the Participant's Account Balance
          will be transferred, without the Participant's consent, to the other
          plan, if the Participant does not consent to an immediate distribution
          (to the extent consent to an immediate distribution is otherwise
          required under this Section 8.7).

8.8  Direct Rollovers. This Section 8.8 applies to distributions made on or
     after January 1, 1993. Notwithstanding any provision in the Plan to the
     contrary, a Participant may elect to have all or any portion of an Eligible
     Rollover Distribution paid directly to an Eligible Retirement Plan in a
     Direct Rollover. If a Participant elects a Direct Rollover of only a
     portion of an Eligible Rollover Distribution, the Plan Administrator may
     require that the amount being rolled over equals at least $500.

     For purposes of this Section 8.8, a Participant includes a Participant or
     former Participant. In addition, this Section applies to any distribution
     from the Plan made to a Participant's surviving spouse or to a
     Participant's spouse or former spouse who is the Alternate Payee under a
     QDRO, as defined in Section 22.151.

     If it is reasonable to expect (at the time of the distribution) that the
     total amount the Participant will receive as a distribution during the
     calendar year will total less than $200, the Employer need not offer the
     Participant a Direct Rollover option with respect to such distribution.

     (a)  Eligible Rollover Distribution. An Eligible Rollover Distribution is
          any distribution of all or any portion of a Participant's Account
          Balance, except for the following distributions:

          (1)  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 Participant or the joint
               lives (or joint Life Expectancies) of the Participant and the
               Participant's Beneficiary, or for a specified period of ten years
               or more;

          (2)  any distribution to the extent such distribution is a required
               minimum distribution under Article 10;

          (3)  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);

          (4)  an in-service Hardship withdrawal of Section 401(k) Deferrals, as
               described in subsection (e) below; and

          (5)  a distribution made to satisfy the requirements of Code (S)415,
               as described in Article 7, or a distribution to correct Excess
               Deferrals, Excess Contributions or Excess Aggregate
               Contributions, as described in Article 17.

     (b)  Eligible Retirement Plan. An Eligible Retirement Plan is:

          (1)  an individual retirement account described in (S)408(a) of the
               Code;

          (2)  an individual retirement annuity described in (S)408(b) of the
               Code;

          (3)  an annuity plan described in (S)403(a) of the Code; or

          (4)  a qualified plan described in (S)401 (a) of the Code.

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

     (c)  Direct Rollover. A Direct Rollover is a payment made directly from the
          Plan to the Eligible Retirement Plan specified by the Participant. The
          Plan Administrator may develop reasonable procedures for accommodating
          Direct Rollover requests.

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     (d)  Direct Rollover notice. A Participant entitled to an Eligible Rollover
          Distribution must receive a written explanation of his/her right to a
          Direct Rollover, the tax consequences of not making a Direct Rollover,
          and, if applicable, any available special income tax elections. The
          notice must be provided within the same 30 - 90 day timeframe
          applicable to the Participant consent notice under Section 8.7(a). The
          Direct Rollover notice must be provided to all Participants, unless
          the total amount the Participant will receive as a distribution during
          the calendar year is expected to be less than $200.

          If a Participant terminates employment with a total vested Account
          Balance of $5,000 or less (as determined under Section 8.3(e)) and the
          Participant does not respond to the Direct Rollover notice indicating
          whether a Direct Rollover is desired and the name of the Eligible
          Retirement Plan to which the Direct Rollover is to be made, the Plan
          Administrator will distribute the Participant's entire vested Account
          Balance (in accordance with Section 8.3(b)) no earlier than 30 days
          and no later than 90 days following the provision of the notice under
          Section 8.7. The notice will describe the procedures for making a
          default distribution under this paragraph, including any rules for
          making a default Direct Rollover to an IRA. Any default provisions
          described under the notice must be applied uniformly and in a
          nondiscriminatory manner. If the notice provides for a default Direct
          Rollover, the default distribution will be made as a Direct Rollover
          to the IRA designated under the notice. The notice must contain
          pertinent information regarding the Direct Rollover, including the
          name, address, and telephone number of the IRA trustee and information
          regarding IRA maintenance and withdrawal fees and how the IRA funds
          will be invested. The notice will describe the timing of the Direct
          Rollover and the Participant's ability to affirmatively opt out of the
          Direct Rollover. The selection of an IRA trustee, custodian or issuer
          and the selection of IRA investments for purposes of a default Direct
          Rollover constitutes a fiduciary act subject to the general fiduciary
          standards and prohibited transaction provisions of ERISA.

     (e)  Special rules for Hardship withdrawals of Section 401(k) Deferrals. A
          Hardship withdrawal of Section 401(k) Deferrals (as described in
          Code (S)401(k)(2)(B)(i)(IV)) is not an Eligible Rollover Distribution
          to the extent such withdrawal is made after December 31, 1998 or, if
          later, the first day (but not later than January 1, 2000) that the
          Plan Administrator begins to treat such Hardship withdrawals as
          ineligible for rollover. Subject to any contrary pronouncement under
          statute, regulation or IRS guidance, the Employer may treat a Hardship
          withdrawal of Section 401(k) Deferrals as an Eligible Rollover
          Distribution if the Participant otherwise satisfies a non-Hardship
          distribution event described in Code (S)401(k)(2) or (10) at the time
          of the withdrawal, regardless of whether the Plan's procedures
          characterizes such distribution as a Hardship withdrawal.

8.9  Sources of Distribution. Unless provided otherwise in separate
     administrative provisions adopted by the Plan Administrator, in applying
     the distribution provisions under this Article 8, distributions will be
     made on a pro rata basis from all Accounts from which a distribution is
     permitted under this Article. Alternatively, the Plan Administrator may
     permit Participants to direct the Plan Administrator as to which Account
     the distribution is to be made. Regardless of a Participant's direction as
     to the source of any distribution, the tax effect of such a distribution
     will be governed by Code (S)72 and the regulations thereunder.

     (a)  Exception for Hardship withdrawals. If the Plan permits a Hardship
          withdrawal from both Section 401(k) Deferrals and Employer
          Contributions, a Hardship distribution will first be treated as having
          been made from a Participant's Employer Contribution Account and then
          from the Employer's Matching Contribution Account, to the extent such
          Hardship distribution is available with respect to such Accounts. Only
          when all available amounts have been exhausted under the Participant's
          Employer Contribution Account and/or Employer Matching Contribution
          Account will a Hardship distribution be made from a Participant's
          Section 401(k) Deferral Account. The Plan Administrator may modify
          this provision in separate administrative procedures.

     (b)  In-kind distributions. Nothing in this Article precludes the Plan
          Administrator from making a distribution in the form of property, or
          other in-kind distribution

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                                    ARTICLE 9
                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

This Article provides rules concerning the application of the Joint and Survivor
Annuity requirements under this Plan. If the Plan is a profit sharing plan or a
401(k) plan, Part 11. #41.b. of the Agreement (Part 11, #59.b. of the 401(k)
Agreement] permits the Employer to apply the Joint and Survivor Annuity
requirements to all Participants under the Plan. If the Employer does not elect
to apply the Joint and Survivor Annuity requirements to all Participants, the
Plan is only subject to the Joint and Survivor Annuity requirements to the
extent required under Section 9.1(b) of this Article.

9.1  Applicability. Except as provided in Section 9.6 below, this Article 9
     applies to any distribution received by a Participant under the money
     purchase plan Agreement or the target benefit plan Agreement. For a profit
     sharing plan or 401(k) plan, the following rules apply.

     (a)  Election to have requirements apply. If this Plan is a profit sharing
          plan or a 401(k) plan, and the Employer elects under Part 11, #41.b.
          of the profit sharing plan Agreement or Part 11, #59.b. of the 401(k)
          Agreement to apply the Joint and Survivor Annuity requirements, then
          this Article 9 applies in the same manner as it does to a money
          purchase plan or a target benefit plan.

     (b)  Election to have requirements not apply. If this Plan is a profit
          sharing plan or a 401(k) plan, and the Employer elects under Part 11,
          #41.a. of the profit sharing plan Agreement or Part 11, #59.a. of the
          401(k) Agreement not to apply the Joint and Survivor Annuity
          requirements, this Article 9 generally will not apply to distributions
          from the Plan. However, the rules of this Article 9 will apply to a
          Participant under the following conditions:

          (1)  the Participant elects to receive his/her benefit in the form of
               a life annuity (if a life annuity is a permissible distribution
               option under Part 11 of the Agreement); or

          (2)  the Participant has received a direct or indirect transfer of
               benefits (other than a Qualified Transfer as defined in Section
               3.3(d)) from any plan which was subject to the Joint and Survivor
               Annuity requirements at the time of the transfer (but only to
               such transferred benefits); or

          (3)  the Participant's benefits under the Plan are used to offset the
               benefits under another plan of the Employer that is subject to
               the Joint and Survivor Annuity requirements.

          Nothing in this subsection (b) prohibits a Plan Administrator from
          developing administrative procedures that apply the spousal consent
          requirements outlined in this Article 9 to a Plan that is not
          otherwise subject to the Joint and Survivor Annuity requirements. For
          example, the Plan Administrator may require under separate
          administrative procedures to require spousal consent to Participant
          distributions or may in a separate loan procedure require spousal
          consent prior to granting a Participant loan, without subjecting the
          Plan to the Joint and Survivor Annuity requirements.

     (c)  Accumulated deductible employee contributions. For purposes of
          applying the rules under this Section 9.1, any distribution from a
          separate Account under a money purchase plan or a target benefit plan
          which is attributable solely to accumulated deductible employee
          contributions, as defined in Code (S)72(o)(5)(B), is treated as a
          distribution from a profit sharing plan or 401(k) plan for which the
          rules under subsection (b) above apply.

9.2  Qualified Joint and Survivor Annuity (QJSA). If the Joint and Survivor
     Annuity requirements apply to a Participant, any distribution from the Plan
     to that Participant must be in the form of a QJSA (as defined in Section
     9.4(a)), unless the Participant (and the Participant's spouse, if the
     Participant is married) elects to receive the distribution in an
     alternative form, as authorized under Part 11 of the Agreement. Any
     election of an alternative form of distribution must be pursuant to a
     Qualified Election. Only the Participant needs consent (pursuant to Section
     8.7) to the commencement of a distribution in the form of a QJSA.

9.3  Qualified Preretirement Survivor Annuity (QPSA). If the Joint and Survivor
     Annuity requirements apply to a Participant who dies before the
     Distribution Commencement Date, the spouse of that Participant is entitled
     to receive a QPSA (as defined in Section 9.4(b)), unless the Participant
     and spouse have waived the QPSA pursuant to a Qualified Election. The
     Employer may elect under Part 11, #41 .c. of the Agreement [Part 11, #59.c.
     of the 401(k) Agreement] that a surviving spouse is not entitled to a QPSA
     benefit if the Participant and surviving spouse were not married throughout
     the one year period ending on the date of the Participant's death. Any
     portion of a Participant's vested Account Balance that is not payable to
     the surviving spouse as a QPSA (or other form elected by the surviving
     spouse) constitutes a non-QPSA death benefit and is payable under the rules
     described in Section 8.4.

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9.4  Definitions.

     (a)  Qualified Joint and Survivor Annuity (QJSA). A QJSA is an immediate
          annuity payable over the life of the Participant with a survivor
          annuity payable over the life of the spouse. If the Participant is not
          married as of the Distribution Commencement Date, the QJSA is an
          immediate annuity payable over the life of the Participant. The
          survivor annuity must provide for payments to the surviving spouse
          equal to 50% of the payments that the Participant is entitled under
          the annuity during the joint lives of the Participant and the spouse.
          The Employer may elect under Part 11, #41.b. of the Agreement [Part
          11, #59.b. of the 401(k) Agreement] to make payments to the surviving
          spouse equal to 100%, 75% or 66-2/3% (instead of 50%) of the payments
          the Participant is entitled to under the annuity.

     (b)  Qualified Preretirement Survivor Annuity (QPSA). A QPSA is an annuity
          payable over the life of the surviving spouse that is purchased using
          50% of the Participant's vested Account Balance as of the date of
          death. The Employer may elect under Part 11, #41.b. of the Agreement
          [Part 11, #59.b. of the 401(k) Agreement] to provide a QPSA equal to
          100% (instead of 50%) of the Participant's vested Account Balance. The
          remaining vested Account Balance will be distributed in accordance
          with the death distribution provisions under Section 8.4. To the
          extent the Participant's vested Account Balance is derived from
          Employee After-Tax Contributions, the QPSA will share in the Employee
          After-Tax Contributions in the same proportion as the Employee
          After-Tax Contributions bear to the total vested Account Balance of
          the Participant.

          The surviving spouse may elect to have the QPSA distributed at any
          time following the Participant's death (subject to the required
          minimum distribution rules under Article 10) and may elect to receive
          distribution in any form permitted under Section 8.1 of the Plan. If
          the surviving spouse fails to elect distribution upon the
          Participant's death, the QPSA benefit will be distributed in
          accordance with Section 8.4.

     (c)  Distribution Commencement Date. The Distribution Commencement Date is
          the date an Employee commences distributions from the Plan. If a
          Participant commences distribution with respect to a portion of
          his/her Account Balance, a separate Distribution Commencement Date
          applies to any subsequent distribution. If distribution is made in the
          form of an annuity, the Distribution Commencement Date is the first
          day of the first period for which annuity payments are made.

     (d)  Qualified Election. A Participant (and the Participant's spouse) may
          waive the QJSA or QPSA pursuant to a Qualified Election. If it is
          established to the satisfaction of a plan representative that there is
          no spouse or that the spouse cannot be located, any waiver signed by
          the Participant is deemed to be a Qualified Election. For this
          purpose, a Participant will be deemed to not have a spouse if the
          Participant is legally separated or has been abandoned and the
          Participant has a court order to such effect. However, a former spouse
          of the Participant will be treated as the spouse or surviving spouse
          and any current spouse will not be treated as the spouse or surviving
          spouse to the extent provided under a QDRO.

          A Qualified Election is a written election signed by both the
          Participant and the Participant's spouse (if applicable) that
          specifically acknowledges the effect of the election. The spouse's
          consent must be witnessed by a plan representative or notary public.
          In the case of a waiver of the QJSA, the election must designate an
          alternative form of benefit payment that may not be changed without
          spousal consent (unless the spouse enters into a general consent
          agreement expressly permitting the Participant to change the form of
          payment without any further spousal consent). In the case of a waiver
          of the QPSA, the election must be made within the QPSA Election Period
          and the election must designate a specific alternate Beneficiary,
          including any class of Beneficiaries or any contingent Beneficiaries,
          which may not be changed without spousal consent (unless the spouse
          enters into a general consent agreement expressly permitting the
          Participant to change the Beneficiary designation without any further
          spousal consent).

          Any consent by a spouse under a Qualified Election (or a determination
          that the consent of a spouse is not required) shall be effective only
          with respect to such spouse. If the Qualified Election permits the
          Participant to change a payment form or Beneficiary designation
          without any further consent by the spouse, the Qualified Election must
          acknowledge that the spouse has the right to limit consent to a
          specific form of benefit or a specific Beneficiary, as applicable, and
          that the spouse voluntarily elects to relinquish either or both of
          such rights. A Participant or spouse may revoke a prior waiver of the
          QPSA benefit at any time before the commencement of benefits. Spousal
          consent is not required for a Participant to revoke a prior QPSA
          waiver. No consent obtained under this provision shall be valid unless
          the Participant has received notice as provided in Section 9.5 below.

     (e)  QPSA Election Period. A Participant (and the Participant's spouse) may
          waive the QPSA at any time during the QPSA Election Period. The QPSA
          Election Period is the period beginning on the first day of the Plan
          Year in which the Participant attains age 35 and ending on the date of
          the Participant's death. If a Participant separates from service prior
          to the first day of the Plan Year in which age 35 is attained, with
          respect to the Account Balance as of the date of separation, the QPSA
          Election Period begins on the date of separation.

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     (f)  Pre-Age 35 Waiver. A Participant who has not yet attained age 35 as of
          the end of a Plan Year may make a special Qualified Election to waive,
          with spousal consent, the QPSA for the period beginning on the date of
          such election and ending on the first day of the Plan Year in which
          the Participant will attain age 35. Such election is not valid unless
          the Participant receives the proper notice required under Section 9.5
          below. QPSA coverage is automatically reinstated as of the first day
          of the Plan Year in which the Participant attains age 35. Any new
          waiver on or after such date must satisfy all the requirements for a
          Qualified Election.

9.5  Notice Requirements.

     (a)  QJSA. In the case of a QJSA, the Plan Administrator shall provide each
          Participant with a written explanation of: (1) the terms and
          conditions of the QJSA; (2) the Participant's right to make and the
          effect of an election to waive the QJSA form of benefit; (3) the
          rights of the Participant's spouse; and (4) the right to make, and the
          effect of, a revocation of a previous election to waive the QJSA. The
          notice must be provided to each Participant under the Plan no less
          than 30 days and no more than 90 days prior to the Distribution
          Commencement Date.

          A Participant may commence receiving a distribution in a form other
          than a QJSA less than 30 days after receipt of the written explanation
          described in the preceding paragraph provided: (1) the Participant has
          been provided with information that clearly indicates that the
          Participant has at least 30 days to consider whether to waive the QJSA
          and elect (with spousal consent) a form of distribution other than a
          QJSA; (2) the Participant is permitted to revoke any affirmative
          distribution election at least until the Distribution Commencement
          Date or, if later, at any time prior to the expiration of the 7-day
          period that begins the day after the explanation of the QJSA is
          provided to the Participant; and (3) the Distribution Commencement
          Date is after the date the written explanation was provided to the
          Participant. For distributions on or after December 31, 1996, the
          Distribution Commencement Date may be a date prior to the date the
          written explanation is provided to the Participant if the distribution
          does not commence until at least 30 days after such written
          explanation is provided, subject to the waiver of the 30-day period.

     (b)  QPSA. In the case of a QPSA, the Plan Administrator shall provide each
          Participant within the applicable period for such Participant a
          written explanation of the QPSA in such terms and in such manner as
          would be comparable to the explanation provided for the QJSA in
          subsection (a) above. The applicable period for a Participant is
          whichever of the following periods ends last: (1) the period beginning
          with the first day of the Plan Year in which the Participant attains
          age 32 and ending with the close of the Plan Year preceding the Plan
          Year in which the Participant attains age 35; (2) a reasonable period
          ending after the individual becomes a Participant; or (3) a reasonable
          period ending after the joint and survivor annuity requirements first
          apply to the Participant. Notwithstanding the foregoing, notice must
          be provided within a reasonable period ending after separation from
          service in the case of a Participant who separates from service before
          attaining age 35.

          For purposes of applying the preceding paragraph, a reasonable period
          ending after the enumerated events described in (2) and (3) 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 age 35 is attained, 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.

9.6  Exception to the Joint and Survivor Annuity Requirements. Except as
     provided in Section 9.7, this Article 9 does not apply to any Participant
     who has not earned an Hour of Service with the Employer on or after August
     23, 1984. In addition, if, as of the Distribution Commencement Date, the
     Participant's vested Account Balance (for pre-death distributions) or the
     value of the QPSA death benefit (for post-death distributions) does not
     exceed $5,000, the Participant or surviving spouse, as applicable, will
     receive a lump sum distribution pursuant to Section 8.4(b)(1), in lieu of
     any QJSA or QPSA benefits. (See Section 8.3(e) for special rules for
     calculating the value of a Participant's vested Account Balance.)

9.7  Transitional Rules. Any living Participant not receiving benefits on August
     23, 1984, who would otherwise not receive the benefits prescribed under
     this Article 9 must be given the opportunity to elect to have the preceding
     provisions of this Article 9 apply if such Participant is credited with at
     least one Hour of Service under this Plan or a predecessor plan in a Plan
     Year beginning on or after January 1, 1976, and such Participant had at
     least 10 years of vesting service when he or she separated from service.
     The Participant must be given the opportunity to elect to have this Article
     9 apply during the period commencing on August 23, 1984, and ending on the
     date benefits would otherwise commence to such Participant. A Participant
     described in this paragraph who has not elected to have this Article 9
     apply is subject to the rules in this Section 9.7 instead. Also, a
     Participant who does not qualify to elect to have this Article 9 apply
     because such Participant does not have at least 10 Years of Service for
     vesting purposes is subject to the rules of this Section 9.7.

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     Any living Participant not receiving benefits on August 23, 1984, who was
     credited with at least one Hour of Service under this Plan or a predecessor
     plan on or after September 2, 1974, and who is not otherwise credited with
     any service in a Plan Year beginning on or after January 1, 1976, must be
     given the opportunity to have his/her benefits paid in accordance with the
     following paragraph. The Participant must be given the opportunity to elect
     to have this Section 9.7 apply (other than the first paragraph of this
     Section) during the period commencing on August 23, 1984, and ending on the
     date benefits would otherwise commence to such Participant.

     If, under either of the preceding two paragraphs, a Participant is subject
     to this Section 9.7, the following rules apply.

     (a)  Automatic joint and survivor annuity. If benefits in the form of a
          life annuity become payable to a married Participant who:

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

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

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

          (4)  separates from service on or after attaining Normal Retirement
               Age (or the Qualified Early Retirement Age) and after satisfying
               the eligibility requirements for the payment of benefits under
               the plan and thereafter dies before beginning to receive such
               benefits;

          then such benefits will be received under this plan in the form of a
          QJSA, unless the Participant has elected otherwise during the election
          period. For this purpose, the election period must begin at least 6
          months before the participant attains Qualified Early Retirement Age
          and end not more than 90 days before the commencement of benefits. Any
          election hereunder will be in writing and may be changed by the
          Participant at any time.

     (b)  Election of early survivor annuity. A Participant who is employed
          after attaining the Qualified Early Retirement Age will be given the
          opportunity to elect, during the election period, to have a survivor
          annuity payable on death. If the Participant elects the survivor
          annuity, payments under such annuity must not be less than the
          payments that would have been made to the spouse under the QJSA if the
          Participant had retired on the day before his or her death. Any
          election under this provision will be in writing and may be changed by
          the Participant at any time. For this purpose, the election period
          begins on the later of (1) the 90th day before the Participant attains
          the Qualified Early Retirement Age, or (2) the date on which
          participation begins, and ends on the date the Participant terminates
          employment.

     (c)  Qualified Early Retirement Age. The Qualified Early Retirement Age is
          the latest of:

          (1)  the earliest date, under the plan, on which the Participant may
               elect to receive retirement benefits,

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

          (3)  the date the Participant begins participation under the Plan.

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                                   ARTICLE 10
                             REQUIRED DISTRIBUTIONS

This Article provides for the required commencement of distributions upon
certain events. In addition, this Article places limitations on the period over
which distributions may be made to a Participant or Beneficiary. To the extent
the distribution provisions of this Plan, particularly Articles 8 and 9, are
inconsistent with the provisions of this Article 10, the provisions of this
Article control. Part 13 of the Agreement contains specific elections for
applying the rules under this Article 10.

10.1 Required Distributions Before Death.

     (a)  Deferred distributions. A Participant must be permitted to receive a
          distribution from the Plan no later than the 60th day after the latest
          of the close of the Plan Year in which:

          (1)  the Participant attains age 65 (or Normal Retirement Age, if
               earlier);

          (2)  occurs the 10th anniversary of the year in which the Participant
               commenced participation in the Plan; or,

          (3)  the Participant terminates service with the Employer.

     (b)  Required minimum distributions. The entire interest of a Participant
          must be distributed or begin to be distributed no later than the
          Participant's Required Beginning Date (as defined in Section 10.3(a))
          over one of the following periods (or a combination thereof):

          (1)  the life of the Participant,

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

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

          (4)  a period certain not extending beyond the joint and last survivor
               Life Expectancy of the Participant and a Designated Beneficiary.

          If the Participant's interest is to be distributed over a period
          designated under subsection (3) or (4) above, the amount required to
          be distributed for each calendar year must at least equal the quotient
          obtained by dividing the Participant's Benefit (as determined under
          Section 10.3(g)) by the lesser of (i) the Applicable Life Expectancy
          or (ii) if the Participant's Designated Beneficiary is not his/her
          spouse, the minimum distribution incidental benefit factor set forth
          in Q&A-4 of Prop. Treas. Reg. (S)401(a)(9)-2. Distributions after the
          death of the Participant shall be determined using the Applicable Life
          Expectancy as the relevant divisor regardless of the Participant's
          Designated Beneficiary.

          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
          Distribution 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 a Participant receives a distribution in the form of an annuity
          purchased from an insurance company, distributions thereunder shall be
          made in accordance with the requirements of Code (S)401 (a)(9) and
          the regulations thereunder. For calendar years beginning before
          January 1, 1989, if the Participant's spouse is not the Designated
          Beneficiary, the method of distribution selected must ensure that at
          least 50% of the Present Value of the amount available for
          distribution is paid within the life expectancy of the Participant.

10.2 Required Distributions After Death.

     (a)  Distribution beginning before death. If the Participant dies after
          he/she has begun receiving distributions under Section 10.1(b), the
          remaining portion of the Participant's vested Account Balance shall
          continue to be distributed at least as rapidly as under the method of
          distribution being used prior to the Participant's death.

     (b)  Distribution beginning after death. Subject to the rules under Section
          8.4(b), if the Participant dies before receiving distributions under
          Section 10.1(b), distribution of the Participant's entire vested
          Account Balance shall be completed by December 31 of the calendar year
          containing the fifth anniversary of the Participant's death, except to
          the extent an election is made to receive distributions in accordance
          with subsection (1) or (2) below.

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          (1)  To the extent any portion of the Participant's vested Account
               Balance is payable to a Designated Beneficiary, distributions may
               be made over the life of the Designated Beneficiary or over a
               period certain not greater than the Life Expectancy of the
               Designated Beneficiary, provided such distributions begin on or
               before December 31 of the calendar year immediately following the
               calendar year in which the Participant died.

          (2)  If the Designated Beneficiary is the Participant's surviving
               spouse, he/she may delay the distribution under subsection (1)
               until December 31 of the calendar year in which the Participant
               would have attained age 70-1/2, if such date is later than the
               date described in subsection (1).

          If the Participant has not made an election pursuant to this
          subsection (b) by the time of his/her death, the Participant's
          Designated Beneficiary must elect the method of distribution no later
          than the earlier of (1) December 31 of the calendar year in which
          distributions would be required to begin under this subsection (b), or
          (2) December 31 of the calendar year which contains the fifth
          anniversary of the date of death of the Participant. If the
          Participant has no Designated Beneficiary, or if the Designated
          Beneficiary does not elect a method of distribution, distribution of
          the Participant's entire interest must be completed by December 31 of
          the calendar year containing the fifth anniversary of the
          Participant's death.

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

     (c)  Treatment of trust beneficiaries as Designated Beneficiaries. If a
          trust is properly named as a Beneficiary under the Plan, the
          beneficiaries of the trust will be treated as the Designated
          Beneficiaries of the Participant solely for purposes of determining
          the distribution period under this Article 10 with respect to the
          trust's interests in the Participant's vested Account Balance. The
          beneficiaries of a trust will be treated as Designated Beneficiaries
          for this purpose only if, as of the later of the date the trust is
          named as a Beneficiary of the Participant or the Participant's
          Required Beginning Date (and as of all subsequent periods during which
          the trust is named as a Beneficiary of the Participant), the following
          requirements are met:

          (1)  the trust is a valid trust under state law, or would be but for
               the fact there is no corpus;

          (2)  the trust is irrevocable or will, by its terms, become
               irrevocable upon the death of the Participant;

          (3)  the beneficiaries of the trust who are beneficiaries with respect
               to the trust's interests in the Participant's vested Account
               Balance are identifiable from the trust instrument; and

          (4)  the Plan Administrator receives the documentation described in
               Question D-7 of Proposed Treas. Reg. (S)1.401(a)(9)-1, as
               subsequently amended or finally adopted.

          If the foregoing requirements are satisfied and the Plan Administrator
          receives such additional information as it may request, the Plan
          Administrator may treat such beneficiaries of the trust as Designated
          Beneficiaries.

     (d)  Trust beneficiary qualifying for marital deduction. If a Beneficiary
          is a trust (other than an estate marital trust) that is intended to
          qualify for the federal estate tax marital deduction under Code
          (S)2056 ("marital trust"), then:

          (1)  in no event will the annual amount distributed from the Plan to
               the marital trust be less than the greater of:

               (i)  all fiduciary accounting income with respect to such
                    Beneficiary's interest in the Plan, as determined by the
                    trustee of the marital trust, or

               (ii) the minimum distribution required under this Article 10;

          (2)  the trustee of the marital trust (or the trustee's legal
               representative) shall be responsible for calculating the amount
               to be distributed under subsection (1) above and shall instruct
               the Plan Administrator in writing to distribute such amount to
               the marital trust;

          (3)  the trustee of the marital trust may from time to time notify the
               Plan Administrator in writing to accelerate payment of all or any
               part of the portion of such Beneficiary's interest that remains
               to be distributed, and may also notify the Plan Administrator to
               change the frequency of distributions (but not less often than
               annually); and

          (4)  the trustee of the marital trust shall be responsible for
               characterizing the amounts so distributed form the Plan as income
               or principle under applicable state laws.

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10.3 Definitions.

     (a)  Required Beginning Date. A Participant's Required Beginning Date is
          the date designated under subsection (1)(i) or (ii) below, as
          applicable, unless the Employer elects under Part 13, #52 of the
          Agreement [Part 13, #70 of the 401(k) Agreement] to apply the Old-Law
          Required Beginning Date, as described in subsection (2) below. If the
          Employer does not select the Old-Law Required Beginning Date under
          Part 13, #52 of the Agreement [Part 13, #70 of the 401(k) Agreement],
          the Required Beginning Date rules under subsection (1) below apply.
          (But see Section 10.4 for special rules dealing with operational
          compliance with the GUST Legislation.)

          (1)  "New-law" Required Beginning Date. If the Employer does not elect
               to apply the Old-Law Required Beginning Date under Part 13, #52
               of the Agreement [Part 13, #70 of the 401(k) Agreement], a
               Participant's Required Beginning Date under the Plan is:

               (i)  For Five-Percent Owners. April 1 that follows the end of the
                    calendar year in which the Participant attains age 70-1/2.

               (ii) For Participants other than Five-Percent Owners. April 1
                    that follows the end of the calendar year in which the later
                    of the following two events occurs:

                    (A)  the Participant attains age 70-1/2 or

                    (B)  the Participant retires.

               If a Participant is not a Five-Percent Owner for the Plan Year
               that ends with or within the calendar year in which the
               Participant attains age 70-1/2, and the Participant has not
               retired by the end of such calendar year, his/her Required
               Beginning Date is April 1 that follows the end of the first
               subsequent calendar year in which the Participant becomes a
               Five-Percent Owner or retires.

               A Participant may begin in-service distributions prior to his/her
               Required Beginning Date only to the extent authorized under
               Article 10 and Part 9 of the Agreement. However, if this Plan
               were amended to add the Required Beginning Date rules under this
               subsection (1), a Participant who attained age 70-1/2 prior to
               January 1, 1999 (or, if later, January 1 following the date the
               Plan is first amended to contain the Required Beginning Date
               rules under this subsection (1)) may receive in-service minimum
               distributions in accordance with the terms of the Plan in
               existence prior to such amendment.

          (2)  Old-Law Required Beginning Date. If the Old-Law Required
               Beginning Date is elected under Part 13, #52 of the Agreement
               [Part 13, #70 of the 401(k) Agreement], the Required Beginning
               Date for all Participants will be determined under subsection
               (1)(i) above, without regard to the rule in subsection (1)(ii).
               The Required Beginning Date for all Participants under the Plan
               will be April 1 of the calendar year following attainment of age
               70-1/2.

     (b)  Five-Percent Owner. A Participant is a Five-Percent Owner for purposes
          of this Section if such Participant is a Five-Percent Owner (as
          defined in Section 22.88) at any time during the Plan Year ending with
          or within the calendar year in which the Participant attains age
          70-1/2. Once distributions have begun to a Five-Percent Owner under
          this Article, they must continue to be distributed, even if the
          Participant ceases to be a Five-Percent Owner in a subsequent year.

     (c)  Designated Beneficiary. A Beneficiary designated by the Participant
          (or the Plan), whose Life Expectancy may be taken into account to
          calculate minimum distributions, pursuant to Code (S)401(a)(9) and
          the regulations thereunder.

     (d)  Applicable Life Expectancy. The determination of the Applicable Life
          Expectancy depends on whether the term certain method or the
          recalculation method is being use to adjust the Life Expectancy in
          each Distribution Calendar Year. The recalculation method may only be
          used to determine the Life Expectancy of the Participant and/or the
          Participant's spouse. The recalculation method is not available with
          respect to a nonspousal Designated Beneficiary.

          If the Designated Beneficiary is the Participant's spouse, or if the
          Participant's (or surviving spouse's) single life expectancy is the
          Applicable Life Expectancy, the term certain method is used unless the
          recalculation method is elected by the Participant (or by the
          surviving spouse). If the Designated Beneficiary is not the
          Participant's spouse, the term certain method is used to determine the
          Life Expectancy of both the Participant and the Designated
          Beneficiary, unless the recalculation method is elected by the
          Participant with respect to his/her Life Expectancy. The term certain
          method will always apply for purposes of determining the

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          Applicable Life Expectancy of a nonspousal Designated Beneficiary. An
          election to recalculate Life Expectancy (or the failure to elect
          recalculation) shall be irrevocable as of the Participant's Required
          Beginning Date as to the Participant (or spouse) and shall apply to
          all subsequent years.

          If the term certain method is being used, the Life Expectancy
          determined for the first Distribution Calendar Year is reduced by one
          for each subsequent Distribution Year. If the recalculation method is
          used, the following rules apply:

          (1)  If the Life Expectancy is the Participant's (or surviving
               spouse's) single Life Expectancy, the Applicable Life Expectancy
               is redetermined for each Distribution Year based on the
               Participant's (or surviving spouse's) age on his/her birthday
               which falls in such year.

          (2)  If the Life Expectancy is a joint and last survivor Life
               Expectancy based on the ages of the Participant and the
               Participant's spouse, and the recalculation method is elected
               with respect to both the Participant and his/her spouse, the
               Applicable Life Expectancy is redetermined for each Distribution
               Year based on the ages of the individuals on their birthdays that
               fall in such year.

          (3)  If the Life Expectancy is a joint and last survivor Life
               Expectancy based on the ages of the Participant and the
               Participant's spouse, and the recalculation method is elected
               with respect to only one such individual, or if the Life
               Expectancy is a joint and last survivor Life Expectancy based on
               the ages of the Participant and a nonspousal Designated
               Beneficiary, and the recalculation method is elected with respect
               to the Participant, the Applicable Life Expectancy is determined
               in accordance with the procedures outlined in Prop. Treas. Reg.
               (S)1.401(a)(9)-1, E-8(b), or other applicable guidance.

     (e)  Life Expectancy. For purposes of determining a Participant's required
          minimum distribution amount, Life Expectancy and joint and last
          survivor Life Expectancy are computed using the expected return
          multiples in Tables V and VI of (S)1.72-9 of the Income Tax
          Regulations.

     (f)  Distribution Calendar Year. A calendar year for which a minimum
          distribution is required. For distributions beginning before the
          Participant's death, the first Distribution Calendar Year is the
          calendar year immediately preceding the calendar year that contains
          the Participant's Required Beginning Date. For distributions beginning
          after the Participant's death, the first Distribution Calendar Year is
          the calendar year in which distributions are required to begin
          pursuant to Section 10.2.

     (g)  Participant's Benefit. For purposes of determining a Participant's
          required minimum distribution, the Participant's Benefit is determined
          based on his/her Account Balance as of the last Valuation Date in the
          calendar year immediately preceding the Distribution Calendar Year
          increased by the amount of any contributions or forfeitures allocated
          to the Account Balance as of dates in the Distribution Calendar Year
          after the Valuation Date and decreased by distributions made in the
          Distribution Calendar Year after the Valuation Date.

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

10.4 GUST Elections. If this Plan is being restated to comply with the GUST
     Legislation (as defined in Section 22.96), Appendix B-2 of the Agreement
     permits the Employer to designate how it operated this Plan in compliance
     with the required minimum distribution rules for years prior to the date
     the Plan is adopted.

     (a)  Distributions under Old-Law Required Beginning Date rules. Unless the
          Employer specifically elects to apply the Old-Law Required Beginning
          Date rule under Part 13, #52 of the Agreement [Part 13, #70 of the
          401(k) Agreement], the Required Beginning Date rules (as described in
          Section 10.3(a)(1)) apply. However, if prior to the adoption of this
          Prototype Plan, the terms of the Plan reflected the Old-Law Required
          Beginning Date rules, minimum distributions for such years are
          required to be calculated in accordance with that Old-Law Required
          Beginning Date, except to the extent any operational elections
          described in subsection (b) or (c) below applied.

     (b)  Option to postpone distributions. For calendar years beginning after
          December 31, 1996 and prior to the restatement of this Plan to comply
          with the GUST changes, the Plan may have permitted Participants (other
          than Five-Percent Owners) who would otherwise have begun receiving
          minimum distributions under the terms of the Plan in effect for such
          years to postpone receiving their minimum distributions until the
          Required Beginning Date under Section 10.3(a)(1), even though the
          terms of the Plan (prior to the restatement) did not permit such an
          election. Appendix B-2.a. of the Agreement permits the Employer to
          specify the years during which Participants were permitted to postpone
          receiving minimum distributions under the Plan. Appendix B-2 need not
          be completed if Participants were not provided the option to postpone

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          receiving minimum distributions, either because the Plan used the
          "Old-Law" Required Beginning Date rules or because the Plan made
          distributions under the "New-Law" Required Beginning Date rules and
          contained other optional forms of benefit under its general elective
          distribution provisions that preserved the optional forms of benefit
          under the "Old Law Required Beginning Date" rules.

     (c)  Election to stop minimum required distributions. A Participant (other
          than a Five-Percent Owner) who began receiving minimum distributions
          in accordance with the Old-Law Required Beginning Date rules under the
          Plan prior to the date the Plan was amended to comply with the GUST
          changes generally must continue to receive such minimum distributions,
          even if the Participant is still employed with the Employer. However,
          prior to the restatement of this Plan to comply with the GUST changes,
          the Plan may have permitted Participants to stop minimum distributions
          if they had not reached the Required Beginning Date described in
          Section 10.3(a)(1), even though the terms of the Plan did not permit
          such an election. Under Appendix B-2.b. of the Agreement, the Employer
          may designate the year in which Participants were permitted to stop
          receiving minimum distributions in accordance with this subsection
          (c). A Participant must recommence minimum distributions as required
          under the Required Beginning Date rules applicable under this restated
          Plan.

          A Participant's election to stop and recommence distributions is
          subject to the spousal consent requirements under Article 9 (if the
          Plan is otherwise subject to the Joint and Survivor Annuity
          requirements) and is subject to the terms of any applicable QDRO. The
          manner in which the Plan must comply with the spousal consent
          requirements depends on whether or not the Employer elects under
          Appendix B-2.c. of the Agreement to have the recommencement of
          benefits constitute a new Distribution Commencement Date. If the Plan
          is not otherwise subject to the Joint and Survivor Annuity
          requirements, Appendix B-2.c. need not be completed.

          (1)  New Distribution Commencement Date. If the Employer elects under
               Appendix B-2.c.(1) of the Agreement that recommencement of
               benefits will create a new Distribution Commencement Date, no
               spousal consent is required for a Participant to elect to stop
               distributions, except where such distributions are being paid in
               the form of a QJSA. Where such distributions are being paid in
               the form of a QJSA, in order to comply with this subsection (1),
               the person who was the Participant's spouse on the original
               Distribution Commencement Date must consent to the election to
               stop distributions and the spouse's consent must acknowledge the
               effect of the election. Because there is a new Distribution
               Commencement Date upon recommencement of benefits, the Plan, in
               order to satisfy this subsection (1), must comply with all of the
               requirements of Article 9 upon such recommencement, including
               payment of a QPSA (as defined in Section 9.4(b)) if the
               Participant dies before the new Distribution Commencement Date.

          (2)  No new Distribution Commencement Date. If the Employer elects
               under Appendix B-2.c.(2) of the Agreement that recommencement of
               benefits will not create a new Distribution Commencement Date, no
               spousal consent is required for the Participant to elect to stop
               required minimum distributions prior to retirement. In addition,
               no spousal consent is required when payments recommence to the
               Participant if:

               (i)  payments recommence to the Participant with the same
                    Beneficiary and in a form of benefit that is the same but
                    for the cessation of distributions;

               (ii) the individual who was the Participant's spouse on the
                    Distribution Commencement Date executed a general consent
                    within the meaning of (S)1.401(a)-20, A-31 of the
                    regulations; or

               (iii) the individual who was the Participant's spouse on the
                    Distribution Commencement Date executed a specific consent
                    to waive a QJSA within the meaning of (S)1.401(a)-20,
                    A-31, and the Participant is not married to that individual
                    when benefits recommence.

               To qualify under this subsection (2), consent of the individual
               who was the Participant's spouse on the Distribution Commencement
               Date is required prior to recommencement of distributions if the
               Participant chooses to recommence benefits in a different form
               than the form in which benefits were being distributed prior to
               the cessation of distributions or with a different Beneficiary.
               Consent of the Participant's spouse is also required if the
               original form of distribution was a QJSA (as defined in Section
               9.4(a)) or the spouse originally executed a specific consent to
               waive the QJSA within the meaning of (S)1.401(a)-20, A-31, of
               the regulations, and the Participant is still married to that
               individual when benefits recommence.

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10.5 Transitional Rule. The minimum distribution requirements in Section 10.2 do
     not apply if distribution of the Participant's Account Balance is subject
     to a TEFRA (S)242(b)(2) election. A TEFRA (S)242(b) election
     overrides,the required minimum distribution rules only if the following
     requirements are satisfied.

     (a)  The distribution by the Plan is one that would not have disqualified
          the Plan under (S)401(a)(9) of the Code as in effect prior to
          amendment by the Deficit Reduction Act of 1984.

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

     (c)  Such designation was in writing, was signed by the Participant or the
          Beneficiary, and was made before January 1, 1984.

     (d)  The Participant had accrued a benefit under the Plan as of December
          31, 1983.

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

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

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

If a designation is revoked any subsequent distribution must satisfy the
requirements of Code (S)401(a)(9) and the proposed regulations thereunder. If a
designation is revoked subsequent to the date distributions are required to
begin, the Plan must distribute by the end of the calendar year following the
calendar year in which the revocation occurs the total amount not yet
distributed which would have been required to have been distributed to satisfy
Code (S)401(a)(9) and the proposed regulations thereunder, but for the TEFRA
(S)242(b)(2) election. For calendar years beginning after December 31, 1988,
such distributions must meet the minimum distribution incidental benefit
requirements in (S)1.401(a)(9)-2 of the proposed regulations (or other
applicable regulations). Any changes in the designation will be considered to be
a revocation of the designation. However, the mere substitution or addition of
another Beneficiary (one not named in the designation) under the designation
will not be considered to be a revocation of the designation, so long as such
substitution or addition does not alter the period over which distributions are
to be made under the designation, directly or indirectly (for example, by
altering the relevant measuring life). In the case in which an amount is
transferred or rolled over from one plan to another plan, the rules in Questions
J-2 and J-3 of (S)1.401(a)(9)-l of the proposed regulations (or other
applicable regulations) shall apply.

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                                   ARTICLE 11
                 PLAN ADMINISTRATION AND SPECIAL OPERATING RULES

This Article describes the duties and responsibilities of the Plan
Administrator. In addition, this Article sets forth default QDRO procedures and
benefit claims procedures, as well as special operating rules when an Employer
is a member of a Related Employer group and when there is a Short Plan Year.
Provisions related to Plan accounting and investments are contained in Article
13.

11.1 Plan Administrator. The Employer is the Plan Administrator, unless the
     Employer designates in writing another person or persons as the Plan
     Administrator. The Employer may designate the Plan Administrator by name,
     by reference to the person or group of persons holding a certain position,
     by reference to a procedure under which the Plan Administrator is
     designated, or by reference to a person or group of persons charged with
     the specific responsibilities of Plan Administrator. If any Related
     Employer has executed a Co-Sponsor Adoption Page, the Employer referred to
     in this Section is the Employer that executes the Signature Page of the
     Agreement.

     (a)  Acceptance of responsibility by designated Plan Administrator. If the
          Employer designates a Plan Administrator other than itself, the
          designated Plan Administrator must accept its responsibilities in
          writing. The designated Plan Administrator will serve in a manner and
          for the time period as agreed upon with the Employer. If more than one
          person has the responsibility of Plan Administrator, the group shall
          act by majority vote, but may designate specific persons to act on the
          Plan Administrator's behalf.

     (b)  Resignation of designated Plan Administrator. A designated Plan
          Administrator may resign by delivering a written resignation to the
          Employer. The Employer may remove a designated Plan Administrator by
          delivering a written notice of removal. If a designated Plan
          Administrator resigns or is removed, and no new Plan Administrator is
          designated, the Employer is the Plan Administrator.

     (c)  Named Fiduciary. The Plan Administrator is the Plan's Named Fiduciary,
          unless the Plan Administrator specifically names another person as
          Named Fiduciary and the designated person accepts its responsibilities
          as Named Fiduciary in writing.

11.2 Duties and Powers of the Plan Administrator. The Plan Administrator will
     administer the Plan for the exclusive benefit of the Plan Participants and
     Beneficiaries, and in accordance with the terms of the Plan. To the extent
     the terms of the Plan are unclear, the Plan Administrator may interpret the
     Plan, provided such interpretation is consistent with the rules of ERISA
     and Code (S)401 and is performed in a uniform and nondiscriminatory
     manner. This right to interpret the Plan is an express grant of
     discretionary authority to resolve ambiguities in the Plan document and to
     make discretionary decisions regarding the interpretation of the Plan's
     terms, including who is eligible to participate under the Plan, and the
     benefit rights of a Participant or Beneficiary. The Plan Administrator will
     not be held liable for any interpretation of the Plan terms or decision
     regarding the application of a Plan provision provided such interpretation
     or decision is not arbitrary or capricious.

     (a)  Delegation of duties and powers. To the extent provided for in an
          agreement with the Employer, the Plan Administrator may delegate its
          duties and powers to one or more persons. Such delegation must be in
          writing and accepted by the person or persons receiving the
          delegation.

     (b)  Specific duties and powers. The Plan Administrator has the general
          responsibility to control and manage the operation of the Plan. This
          responsibility includes. but is not limited to, the following:

          (1)  To construe and enforce the terms of the Plan, including those
               related to Plan eligibility, vesting and benefits;

          (2)  To develop separate procedures, consistent with the terms of the
               Plan, to assist in the administration of the Plan, including the
               adoption of separate or modified loan policy procedures (see
               Article 14), procedures for direction of investment by
               Participants (see Section 13.5(c)), procedures for determining
               whether domestic relations orders are QDROs (see Section 11.5),
               and procedures for the proper determination of investment
               earnings to be allocated to Participants' Accounts (see Section
               13.4);

          (3)  To communicate with the Trustee and other responsible persons
               with respect to the crediting of Plan contributions, the
               disbursement of Plan distributions and other relevant matters;

          (4)  To maintain all necessary records which may be required for tax
               and other administration purposes;

          (5)  To furnish and to file all appropriate notices, reports and other
               information to Participants, Beneficiaries, the Employer, the
               Trustee and government agencies (as necessary);

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          (6)  To answer questions Participants and Beneficiaries may have
               relating to the Plan and their benefits;

          (7)  To review and decide on claims for benefits under the Plan;

          (8)  To retain the services of other persons, including Investment
               Managers, attorneys, consultants, advisers and others, to assist
               in the administration of the plan;

          (9)  To correct any defect or error in the administration of the Plan;

          (10) To establish a "funding policy and method" for the Plan for
               purposes of ensuring the Plan is satisfying its financial
               objectives and is able to meet its liquidity needs; and

          (11) To suspend contributions, including Section 401(k) Deferrals
               and/or Employee After-Tax Contributions, on behalf of any or all
               Highly Compensated Employees, if the Plan Administrator
               reasonably believes that such contributions will cause the Plan
               to discriminate in favor of Highly Compensated Employees. See
               Sections 17.2(e) and 17.3(e).

11.3 Employer Responsibilities. The Employer will provide in a timely manner all
     appropriate information necessary for the Plan Administrator to perform its
     duties. This information includes, but is not limited to, Participant
     compensation data, Employee employment, service and termination
     information, and other information the Plan Administrator may require. The
     Plan Administrator may rely on the accuracy of any information and data
     provided by the Employer.

     The Employer will provide to the Trustee written notification of the
     appointment of any person or persons as Plan Administrator, Investment
     Manager, or other Plan fiduciary, and the names, titles and authorities of
     any individuals who are authorized to act on behalf of such persons. The
     Trustee shall be entitled to rely upon such information until it receives
     written notice of a change in such appointments or authorizations.

11.4 Plan Administration Expenses. All reasonable expenses related to plan
     administration will be paid from Plan assets, except to the extent the
     expenses are paid (or reimbursed) by the Employer. For this purpose, Plan
     expenses include all reasonable costs, charges and expenses incurred by the
     Trustee in connection with the administration of the Trust (including such
     reasonable compensation to the Trustee as may be agreed upon from time to
     time between the Employer or Plan Administrator and the Trustee and any
     fees for legal services rendered to the Trustee). All reasonable additional
     administrative expenses incurred to effect investment elections made by
     Participants and Beneficiaries under Section 13.5(c) shall be paid from the
     Trust and, as elected by the Plan Administrator, shall either be charged
     (in accordance with such reasonable nondiscriminatory rules as the Plan
     Administrator deems appropriate under the circumstances) to the Account of
     the individual making such election or treated as a general expense of the
     Trust. All transaction-related expenses incurred to effect a specific
     investment for an individually-directed Account (such as brokerage
     commissions and other transfer expenses) shall, as elected by the Plan
     Administrator, either be paid from or otherwise charged directly to the
     Account of the individual providing such direction or treated as a general
     Trust expense. In addition, unless specifically prohibited under statute,
     regulation or other guidance of general applicability, the Plan
     Administrator may charge to the Account of an individual Participant a
     reasonable charge to offset the cost of making a distribution to the
     Participant, Beneficiary, or Alternate Payee. If liquid assets of the Trust
     are insufficient to cover the fees of the Trustee or the Plan
     Administrator, then Trust assets shall be liquidated to the extent
     necessary for such fees. In the event any part of the Trust becomes subject
     to tax, all taxes incurred will be paid from the Trust.

11.5 Qualified Domestic Relations Orders (QDROs).

     (a)  In general. The Plan Administrator must develop written procedures for
          determining whether a domestic relations order is a QDRO and for
          administering distributions under a QDRO. For this purpose, the Plan
          Administrator may use the default QDRO procedures set forth in
          subsection (h) below or may develop separate QDRO procedures.

     (b)  Qualified Domestic Relations Order (QDRO). A QDRO is a domestic
          relations order that creates or recognizes the existence of an
          Alternate Payee's right to receive, or assigns to an Alternate Payee
          the right to receive, all or a portion of the benefits payable with
          respect to a Participant under the Plan. (See Code (S)414(p).) The
          QDRO must contain certain information and meet other requirements
          described in this Section 11.5.

     (c)  Recognition as a QDRO. To be recognized as a QDRO, an order must be a
          "domestic relations order" that relates to the provision of child
          support, alimony payments, or marital property rights for the benefit
          of an Alternate Payee. The Plan Administrator is not required to
          determine whether the court or agency issuing the domestic relations
          order had jurisdiction to issue an order, whether state law is
          correctly applied in the order, whether service was properly made on
          the parties, or whether an individual identified in an order as an
          Alternate Payee is a proper Alternate Payee under state law.

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          (1)  Domestic relations order. A domestic relations order is a
               judgment, decree, or order (including the approval of a property
               settlement) that is made pursuant to state domestic relations law
               (including community property law).

          (2)  Alternate Payee. An Alternate Payee must be a spouse, former
               spouse, child, or other dependent of a Participant.

     (d)  Contents of QDRO. A QDRO must contain the following information:

          (1)  the name and last known mailing address of the Participant and
               each Alternate Payee;

          (2)  the name of each plan to which the order applies;

          (3)  the dollar amount or percentage (or the method of determining the
               amount or percentage) of the benefit to be paid to the Alternate
               Payee; and

          (4)  the number of payments or time period to which the order applies.

     (e)  Impermissible QDRO provisions.

          (1)  The order must not require the Plan to provide an Alternate Payee
               or Participant with any type or form of benefit, or any option,
               not otherwise provided under the Plan;

          (2)  The order must not require the Plan to provide for increased
               benefits (determined on the basis of actuarial value);

          (3)  The order must not require the Plan to pay benefits to an
               Alternate Payee that are required to be paid to another Alternate
               Payee under another order previously determined to be a QDRO; and

          (4)  The order must not require the Plan to pay benefits to an
               Alternate Payee in the form of a Qualified Joint and Survivor
               Annuity for the lives of the Alternate Payee and his or her
               subsequent spouse.

     (f)  Immediate distribution to Alternate Payee. Even if a Participant is
          not eligible to receive an immediate distribution from the Plan, an
          Alternate Payee may receive a QDRO benefit immediately in a lump sum,
          provided such distribution is consistent with the QDRO provisions.

     (g)  No fee for QDRO determination. The Plan Administrator shall not
          condition the making of a QDRO determination on the payment of a fee
          by a Participant or an Alternate Payee (either directly or as a charge
          against the Participant's Account).

     (h)  Default QDRO procedure. If the Plan Administrator chooses this default
          QDRO procedure or if the Plan Administrator does not establish a
          separate QDRO procedure, this Section 11.5(h) will apply as the
          procedure the Plan Administrator will use to determine whether a
          domestic relations order is a QDRO. This default QDRO procedure
          incorporates the requirements set forth under Sections 11.5(a) through
          (g).

          (1)  Access to information. The Plan Administrator will provide access
               to Plan and Participant benefit information sufficient for a
               prospective Alternate Payee to prepare a QDRO. Such information
               might include the summary plan description, other relevant plan
               documents, and a statement of the Participant's benefit
               entitlements. The disclosure of this information is conditioned
               on the prospective Alternate Payee providing to the Plan
               Administrator information sufficient to reasonably establish that
               the disclosure request is being made in connection with a
               domestic relations order.

          (2)  Notifications to Participant and Alternate Payee. The Plan
               Administrator will promptly notify the affected Participant and
               each Alternate Payee named in the domestic relations order of the
               receipt of the order. The Plan Administrator will send the
               notification to the address included in the domestic relations
               order. Along with the notification, the Plan Administrator will
               provide a copy of the Plan's procedures for determining whether a
               domestic relations order is a QDRO.

          (3)  Alternate Payee representative. The prospective Alternate Payee
               may designate a representative to receive copies of notices and
               Plan information that are sent to the Alternate Payee with
               respect to the domestic relations order.

          (4)  Evaluation of domestic relations order. Within a reasonable
               period of time, the Plan Administrator will evaluate the domestic
               relations order to determine whether it is a QDRO. A reasonable
               period will depend on the specific circumstances. The domestic
               relations order must

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               contain the information described in Section 11.5(c). If the
               order is only deficient in a minor respect, the Plan
               Administrator may supplement information in the order from
               information within the Plan Administrator's control or through
               communication with the prospective Alternate Payee.

               (i)  Separate accounting. Upon receipt of a domestic relations
                    order, the Plan Administrator will separately account for
                    and preserve the amounts that would be payable to an
                    Alternate Payee until a determination is made with respect
                    to the status of the order. During the period in which the
                    status of the order is being determined, the Plan
                    Administrator will take whatever steps are necessary to
                    ensure that amounts that would be payable to the Alternate
                    Payee, if the order were a QDRO, are not distributed to the
                    Participant or any other person. The separate accounting
                    requirement may be satisfied, at the Plan Administrator's
                    discretion, by a segregation of the assets that are subject
                    to separate accounting.

               (ii) Separate accounting until the end of "18 month period." The
                    Plan Administrator will continue to separately account for
                    amounts that are payable under the QDRO until the end of an
                    "18-month period." The "18-month period" will begin on the
                    first date following the Plan's receipt of the order upon
                    which a payment would be required to be made to an Alternate
                    Payee under the order. If, within the "18-month period," the
                    Plan Administrator determines that the order is a QDRO, the
                    Plan Administrator must pay the Alternate Payee in
                    accordance with the terms of the QDRO. If, however, the Plan
                    Administrator determines within the "18-month period" that
                    the order is not a QDRO, or if the status of the order is
                    not resolved by the end of the "18-month period," the Plan
                    Administrator may pay out the amounts otherwise payable
                    under the order to the person or persons who would have been
                    entitled to such amounts if there had been no order. If the
                    order is later determined to be a QDRO, the order will apply
                    only prospectively; that is, the Alternate Payee will be
                    entitled only to amounts payable under the order after the
                    subsequent determination.

               (iii) Preliminary review. The Plan Administrator will perform a
                    preliminary review of the domestic relations order to
                    determine if it is a QDRO. If this preliminary review
                    indicates the order is deficient in some manner, the Plan
                    Administrator will allow the parties to attempt to correct
                    any deficiency before issuing a final decision on the
                    domestic relations order. The ability to correct is limited
                    to a reasonable period of time.

               (iv) Notification of determination. The Plan Administrator will
                    notify in writing the Participant and each Alternate Payee
                    of the Plan Administrator's decision as to whether a
                    domestic relations order is a QDRO. In the case of a
                    determination that an order is not a QDRO, the written
                    notice will contain the following information:

                    (A)  references to the Plan provisions on which the Plan
                         Administrator based its decision;

                    (B)  an explanation of any time limits that apply to rights
                         available to the parties under the Plan (such as the
                         duration of any protective actions the Plan
                         Administrator will take); and

                    (C)  a description of any additional material, information,
                         or modifications necessary for the order to be a QDRO
                         and an explanation of why such material, information,
                         or modifications are necessary.

               (v)  Treatment of Alternate Payee. If an order is accepted as a
                    QDRO, the Plan Administrator will act in accordance with the
                    terms of the QDRO as if it were a part of the Plan. An
                    Alternate Payee will be considered a Beneficiary under the
                    Plan and be afforded the same rights as a Beneficiary. The
                    Plan Administrator will provide any appropriate disclosure
                    information relating to the Plan to the Alternate Payee.

11.6 Claims Procedure. Unless the Plan uses the default claims procedure under
     subsection (e) below, the Plan Administrator shall establish a procedure
     for benefit claims consistent with the requirements of ERISA Reg.
     (S)2560.503-1. The Plan Administrator is authorized to conduct an
     examination of the relevant facts to determine the merits of a
     Participant's or Beneficiary's claim for Plan benefits. The claims
     procedure must incorporate the following guidelines:

     (a)  Filing a claim. The claims procedure will set forth a reasonable means
          for a Participant or Beneficiary to file a claim for benefits under
          the Plan.

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     (b)  Notification of Plan Administrator's decision. The Plan Administrator
          must provide a claimant with written notification of the Plan
          Administrator's decision relating to a claim within a reasonable
          period of time (not more than 90 days unless special circumstances
          require an extension to process the claim) after the claim was filed.
          If the claim is denied, the notification must set forth the reasons
          for the denial, specific reference to pertinent Plan provisions on
          which the denial is based, a description of any additional information
          necessary for the claimant to perfect the claim, and the steps the
          claimant must take to submit the claim for review.

     (c)  Review procedure. The claims procedure will provide a claimant a
          reasonable opportunity to have a full and fair review of a denied
          claim. Such procedure shall allow a review upon a written application,
          for the claimant to review pertinent documents, and to allow the
          claimant to submit written comments to the Plan Administrator. The
          procedure may establish a limited period (not less than 60 days after
          the claimant receives written notification of the denial of the claim)
          for the claimant to request a review of the claim denial.

     (d)  Decision on review. If a claimant requests a review, the Plan
          Administrator must respond promptly to the request. Unless special
          circumstances exist (such as the need for a hearing), the Plan
          Administrator must respond in writing within 60 days of the date the
          claimant submitted the review application. The response must explain
          the Plan Administrator's decision on review.

     (e)  Default claims procedure. If the Plan Administrator chooses this
          default claims procedure or if the Plan Administrator does not
          establish a separate claims procedure, the following will apply.

          (1)  A person may submit to the Plan Administrator a written claim for
               benefits under the Plan. The claim shall be submitted on a form
               provided by the Plan Administrator.

          (2)  The Plan Administrator will evaluate the claim to determine if
               benefits are payable to the Participant or Beneficiary under the
               terms of the Plan. The Plan Administrator may solicit additional
               information from the claimant if necessary to evaluate the claim.

          (3)  If the Plan Administrator determines the claim is valid, the
               Participant or Beneficiary will receive in writing from the Plan
               Administrator a statement describing the amount of benefit, the
               method or methods of payment, the timing of distributions and
               other information relevant to the payment of the benefit.

          (4)  If the Plan Administrator denies all or any portion of the claim,
               the claimant will receive, within 90 days after receipt of the
               claim form, a written explanation setting forth the reasons for
               the denial, specific reference to pertinent Plan provisions on
               which the denial is based, a description of any additional
               information necessary for the claimant to perfect the claim, and
               the steps the claimant must take to submit the claim for review.

          (5)  The claimant has 60 days from the date the claimant received the
               denial of claim to appeal the adverse decision of the Plan
               Administrator. The claimant may review pertinent documents and
               submit written comments to the Plan Administrator. The Plan
               Administrator will submit all relevant documentation to the
               Employer. The Employer may hold a hearing or seek additional
               information from the claimant and the Plan Administrator.

          (6)  Within 60 days (or such longer period due to the circumstances)
               of the request for review, the Employer will render a written
               decision on the claimant's appeal. The Employer shall explain the
               decision, in terms that are understandable to the claimant and by
               specific references to the Plan document provisions.

11.7 Operational Rules for Short Plan Years. The following operational rules
     apply if the Plan has a Short Plan Year. A Short Plan Year is any Plan Year
     that is less than a 12-month period, either because of the amendment of the
     Plan Year, or because the Effective Date of a new Plan is less than 12
     months prior to the end of the first Plan Year.

     (a)  If the Plan is amended to create a Short Plan Year, and an Eligibility
          Computation Period or Vesting Computation Period is based on the Plan
          Year, the applicable computation period begins on the first day of the
          Short Plan Year, but such period ends on the day which is 12 months
          from the first day of such Short Plan Year. Thus, the computation
          period that begins on the first day of the Short Plan Year overlaps
          with the computation period that starts on the first day of the next
          Plan Year. This rule applies only to an Employee who has at least one
          Hour of Service during the Short Plan Year.

          If a Plan has an initial Short Plan Year, the rule in the above
          paragraph applies only for purposes of determining an Employee's
          Vesting Computation Period and only if the Employer elects under Part
          6, #20.a. of the Agreement [Part 6, #38.a. of the 401(k) Agreement] to
          exclude service earned prior to the adoption of the Plan. For
          eligibility and vesting (where service prior to the adoption of the
          Plan is not ignored), if the Eligibility Computation Period or Vesting
          Computation Period is based on the Plan Year, the applicable

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          computation period will be determined on the basis of the Plan's
          normal Plan Year, without regard to the initial short Plan Year.

     (b)  If Employer Contributions are allocated for a Short Plan Year, any
          allocation condition under Part 4 of the Agreement that requires an
          Eligible Participant to complete a specified number of Hours of
          Service to receive an allocation of such Employer Contributions will
          not be prorated as a result of such Short Plan Year unless otherwise
          specified in Part 4 of the Agreement.

     (c)  If the Permitted Disparity Method is used to allocate any Employer
          Contributions made for a Short Plan Year, the Integration Level will
          be prorated to reflect the number of months (or partial months)
          included in the Short Plan Year.

     (d)  The Compensation Dollar Limitation, as defined in Section 22.32, will
          be prorated to reflect the number of months (or partial months)
          included in the Short Plan Year unless the compensation used for such
          Short Plan Year is a period of 12 months.

     In all other respects, the Plan shall be operated for the Short Plan Year
     in the same manner as for a 12-month Plan Year, unless the context requires
     otherwise. If the terms of the Plan are ambiguous with respect to the
     operation of the Plan for a Short Plan Year, the Plan Administrator has the
     authority to make a final determination on the proper interpretation of the
     Plan.

11.8 Operational Rules for Related Employer Groups. If an Employer has one or
     more Related Employers, the Employer and such Related Employer(s)
     constitute a Related Employer group. In such case, the following rules
     apply to the operation of the Plan.

     (a)  If the term "Employer" is used in the context of administrative
          functions necessary to the operation, establishment, maintenance, or
          termination of the Plan, only the Employer executing the Signature
          Page of the Agreement, and any Co-Sponsor of the Plan, is treated as
          the Employer.

     (b)  Hours of Service are determined by treating all members of the Related
          Employer group as the Employer.

     (c)  The term Excluded Employee is determined by treating all members of
          the Related Employer group as the Employer, except as specifically
          provided in the Plan.

     (d)  Compensation is determined by treating all members of the Related
          Employer group as the Employer, except as specifically provided in the
          Plan.

     (e)  An Employee is not treated as separated from service or terminated
          from employment if the Employee is employed by any member of the
          Related Employer group.

     (f)  The Annual Additions Limitation described in Article 7 and the
          Top-Heavy Plan rules described in Article 16 are applied by treating
          all members of the Related Employer group as the Employer.

     In all other contexts, the term "Employer" generally means a reference to
     all members of the Related Employer group, unless the context requires
     otherwise. If the terms of the Plan are ambiguous with respect to the
     treatment of the Related Employer group as the Employer, the Plan
     Administrator has the authority to make a final determination on the proper
     interpretation of the Plan.

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                                   ARTICLE 12
                                TRUST PROVISIONS

This Article sets forth the creation of the Plan's Trust (or, in the case of an
amendment of the Plan, the amended terms of the Trust) and the duties and
responsibilities of the Trustee under the Plan. By executing the Trustee
Declaration under the Agreement, the Trustee agrees to be bound by the duties,
responsibilities and liabilities imposed on the Trustee under the Plan and to
act in accordance with the terms of this Plan. The Employer may act as Trustee
under the Plan by executing the Trustee Declaration.

12.1 Creation of Trust. By adopting this Plan, the Employer creates a Trust to
     hold the assets of the Plan (or, in the event that this Plan document
     represents an amendment of the Plan, the Employer hereby amends the terms
     of the Trust maintained in connection with the Plan). The Trustee is the
     owner of the Plan assets held by the Trust. The Trustee is to hold the Plan
     assets for the exclusive benefit of Plan Participants and Beneficiaries.
     Plan Participants and Beneficiaries do not have ownership interests in the
     assets held by the Trust.

12.2 Trustee. The Trustee identified in the Trustee Declaration under the
     Agreement shall act either as a Discretionary Trustee or as a Directed
     Trustee, as identified under the Agreement.

     (a)  Discretionary Trustee. A Trustee is a Discretionary Trustee to the
          extent the Trustee has exclusive authority and discretion with respect
          to the investment, management or control of Plan assets.
          Notwithstanding a Trustee's designation as a Discretionary Trustee, a
          Trustee's discretion is limited, and the Trustee shall be considered a
          Directed Trustee, to the extent the Trustee is subject to the
          direction of the Plan Administrator, the Employer, a properly
          appointed Investment Manager, or a Named Fiduciary under an agreement
          between the Plan Administrator and the Trustee. A Trustee also is
          considered a Directed Trustee to the extent the Trustee is subject to
          investment direction of Plan Participants. (See Section 13.5(c) for a
          discussion of the Trustee's responsibilities with regard to
          Participant-directed investments.)

     (b)  Directed Trustee. A Trustee is a Directed Trustee with respect to the
          investment of Plan assets to the extent the Trustee is subject to the
          direction of the Plan Administrator, the Employer, a properly
          appointed Investment Manager, a Named Fiduciary, or Plan Participant.
          To the extent the Trustee is a Directed Trustee, the Trustee does not
          have any discretionary authority with respect to the investment of
          Plan assets. In addition, the Trustee is not responsible for the
          propriety of any directed investment made pursuant to this Section and
          shall not be required to consult or advise the Employer regarding the
          investment quality of any directed investment held under the Plan.

          The Trustee shall be advised in writing regarding the retention of
          investment powers by the Employer or the appointment of an Investment
          Manager or other Named Fiduciary with power to direct the investment
          of Plan assets. Any such delegation of investment powers will remain
          in force until such delegation is revoked or amended in writing. The
          Employer is deemed to have retained investment powers under this
          subsection to the extent the Employer directs the investment of
          Participant Accounts for which affirmative investment direction has
          not been received pursuant to Section 13.5(c).

          The Employer is a Named Fiduciary for investment purposes if the
          Employer directs investments pursuant to this subsection. Any
          investment direction shall be made in writing by the Employer,
          Investment Manager, or Named Fiduciary, as applicable. A Directed
          Trustee must act solely in accordance with the direction of the Plan
          Administrator, the Employer, any employees or agents of the Employer,
          a properly appointed Investment Manager or other fiduciary of the
          Plan, a Named Fiduciary, or Plan Participants. (See Section 13.5(c)
          for a discussion of the Trustee's responsibilities with regard to
          Participant directed investments.)

          The Employer may direct the Trustee to invest in any media in which
          the Trustee may invest, as described in Section 12.4. However, the
          Employer may not borrow from the Trust or pledge any of the assets of
          the Trust as security for a loan to itself; buy property or assets
          from or sell property or assets to the Trust; charge any fee for
          services rendered to the Trust; or receive any services from the Trust
          on a preferential basis.

12.3 Trustee's Responsibilities Regarding Administration of Trust. This Section
     outlines the Trustee's powers, rights and duties under the Plan with
     respect to the administration of the investments held in the Plan. The
     Trustee's administrative duties are limited to those described in this
     Section 12.3; the Employer is responsible for any other administrative
     duties required under the Plan or by applicable law.

     (a)  The Trustee will receive all contributions made under the terms of the
          Plan. The Trustee is not obligated in any manner to ensure that such
          contributions are correct in amount or that such contributions comply
          with the terms of the Plan, the Code or ERISA. In addition, the
          Trustee is under no obligation to request that the Employer make
          contributions to the Plan. The Trustee is not liable for the manner in
          which such amounts are deposited or the allocation between
          Participant's Accounts, to the extent the Trustee follows the written
          direction of the Plan Administrator or Employer.

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     (b)  The Trustee will make, distributions from the Trust in accordance with
          the written directions of the Plan Administrator or other authorized
          representative. To the extent the Trustee follows such written
          direction, the Trustee is not obligated in any manner to ensure a
          distribution complies with the terms of the Plan, that a Participant
          or Beneficiary is entitled to such a distribution, or that the amount
          distributed is proper under the terms of the Plan. If there is a
          dispute as to a payment from the Trust, the Trustee may decline to
          make payment of such amounts until the proper payment of such amounts
          is determined by a court of competent jurisdiction, or the Trustee has
          been indemnified to its satisfaction.

     (c)  The Trustee may employ agents, attorneys, accountants and other third
          parties to provide counsel on behalf of the Plan, where the Trustee
          deems advisable. The Trustee may reimburse such persons from the Trust
          for reasonable expenses and compensation incurred as a result of such
          employment. The Trustee shall not be liable for the actions of such
          persons, provided the Trustee acted prudently in the employment and
          retention of such persons. In addition, the Trustee will not be liable
          for any actions taken as a result of good faith reliance on the advice
          of such persons.

12.4 Trustee's Responsibility Regarding Investment of Plan Assets. In addition
     to the powers, rights and duties enumerated under this Section, the Trustee
     has whatever powers are necessary to carry out its duties in a prudent
     manner. The Trustee's powers, rights and duties may be supplemented or
     limited by a separate trust agreement, investment policy, funding
     agreement, or other binding document entered into between the Trustee and
     the Plan Administrator which designates the Trustee's responsibilities with
     respect to the Plan. A separate trust agreement must be consistent with the
     terms of this Plan and must comply with all qualification requirements
     under the Code and regulations. To the extent the exercise of any power,
     right or duty is subject to discretion, such exercise by a Directed Trustee
     must be made at the direction of the Plan Administrator, the Employer, an
     Investment Manager, a Named Fiduciary, or Plan Participant.

     (a)  The Trustee shall be responsible for the safekeeping of the assets of
          the Trust in accordance with the provisions of this Plan.

     (b)  The Trustee may invest, manage and control the Plan assets in a manner
          that is consistent with the Plan's funding policy and investment
          objectives. The Trustee may invest in any investment, as authorized
          under Section 13.5, which the Trustee deems advisable and prudent,
          subject to the proper written direction of the Plan Administrator, the
          Employer, a properly appointed Investment Manager, a Named Fiduciary
          or a Plan Participant. The Trustee is not liable for the investment of
          Plan assets to the extent the Trustee is following the proper
          direction of the Plan Administrator, the Employer, a Participant, an
          Investment Manager, or other person or persons duly appointed by the
          Employer to provide investment direction. In addition, the Trustee
          does not guarantee the Trust in any manner against investment loss or
          depreciation in asset value, or guarantee the adequacy of the Trust to
          meet and discharge any or all liabilities of the Plan.

     (c)  The Trustee may retain such portion of the Plan assets in cash or cash
          balances as the Trustee may, from time to time, deem to be in the best
          interests of the Plan, without liability for interest thereon.

     (d)  The Trustee may collect and receive any and all moneys and other
          property due the Plan and to settle, compromise, or submit to
          arbitration any claims, debts, or damages with respect to the Plan,
          and to commence or defend on behalf of the Plan any lawsuit, or other
          legal or administrative proceedings.

     (e)  The Trustee may hold any securities or other property in the name of
          the Trustee or in the name of the Trustee's nominee, and may hold any
          investments in bearer form, provided the books and records of the
          Trustee at all times show such investment to be part of the Trust.

     (f)  The Trustee may exercise any of the powers of an individual owner with
          respect to stocks, bonds, securities or other property, including the
          right to vote upon such stocks, bonds or securities; to give general
          or special proxies or powers of attorney; to exercise or sell any
          conversion privileges, subscription rights, or other options; to
          participate in corporate reorganizations, mergers, consolidations, or
          other changes affecting corporate securities (including those in which
          it or its affiliates are interested as Trustee); and to make any
          incidental payments in connection with such stocks, bonds, securities
          or other property. Unless specifically agreed upon in writing between
          the Trustee and the Employer, the Trustee shall not have the power or
          responsibility to vote proxies with respect to any securities of the
          Employer or a Related Employer or with respect to any Plan assets that
          are subject to the investment direction of the Employer or for which
          the power to manage, acquire, or dispose of such Plan assets has been
          delegated by the Employer to one or more Investment Managers or Named
          Fiduciaries in accordance with ERISA (S)403. With respect to the
          voting of Employer securities, or in the event of any tender or other
          offer with respect to shares of Employer securities held in the Trust,
          the Trustee will follow the direction of the Employer or other
          responsible fiduciary or, to the extent voting and similar rights have
          been passed through to Participants, of each Participant with respect
          to shares allocated to his/her Account.

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     (g)  The Trustee may borrow or raise money on behalf of the Plan in such
          amount, and upon such terms and conditions, as the Trustee deems
          advisable. The Trustee may issue a promissory note as Trustee to
          secure the repayment of such amounts and may pledge all, or any part,
          of the Trust as security.

     (h)  The Trustee, upon the written direction of the Plan Administrator, is
          authorized to enter into a transfer agreement with the Trustee of
          another qualified retirement plan and to accept a transfer of assets
          from such retirement plan on behalf of any Employee of the Employer.
          The Trustee is also authorized, upon the written direction of the Plan
          Administrator, to transfer some or all of a Participant's vested
          Account Balance to another qualified retirement plan on behalf of such
          Participant. A transfer agreement entered into by the Trustee does not
          affect the Plan's status as a Prototype Plan.

     (i)  The Trustee is authorized to execute, acknowledge and deliver all
          documents of transfer and conveyance, receipts, releases, and any
          other instruments that the Trustee deems necessary or appropriate to
          carry out its powers, rights and duties hereunder.

     (j)  If the Employer maintains more than one Plan, the assets of such Plans
          may be commingled for investment purposes. The Trustee must separately
          account for the assets of each Plan. A commingling of assets, as
          described in this paragraph, does not cause the Trusts maintained with
          respect to the Employer's Plans to be treated as a single Trust,
          except as provided in a separate document authorized in the first
          paragraph of this Section 12.4.

     (k)  The Trustee is authorized to invest Plan assets in a common/collective
          trust fund, or in a group trust fund that satisfies the requirements
          of IRS Revenue Ruling 81-100. All of the terms and provisions of any
          such common/collective trust fund or group trust into which Plan
          assets are invested are incorporated by reference into the provisions
          of the Trust for this Plan.

     (l)  If the Trustee is a bank or similar financial institution, the Trustee
          is authorized to invest in any type of deposit of the Trustee
          (including its own money market fund) at a reasonable rate of
          interest.

     (m)  The Trustee must be bonded as required by applicable law. The bonding
          requirements shall not apply to a bank, insurance company, or similar
          financial institution that satisfies the requirements of (S)412(a)(2)
          of ERISA.

12.5 More than One Person as Trustee. If the Plan has more than one person
     acting as Trustee, the Trustees may allocate the Trustee responsibilities
     by mutual agreement and Trustee decisions will be made by a majority vote
     (unless otherwise agreed to by the Trustees) or as otherwise provided in a
     separate trust agreement or other binding document.

12.6 Annual Valuation. The Plan assets will be valued at least on an annual
     basis. The Employer may designate more frequent valuation dates under Part
     12, #45.b.(2) of the Agreement [Part 12, #63.b.(2) of the 401(k)
     Agreement]. Notwithstanding any election under Part 12, #45.b.(2) of the
     Agreement [Part 12, #63.b.(2) of the 401(k) Agreement], the Trustee and
     Plan Administrator may agree to value the Trust on a more frequent basis,
     and/or to perform an interim valuation of the Trust pursuant to Section
     13.2(a).

12.7 Reporting to Plan Administrator and Employer. Within ninety (90) days
     following the end of each Plan Year, and within ninety (90) days following
     its removal or resignation, the Trustee will file with the Employer an
     accounting of its administration of the Trust from the date of its last
     accounting. The accounting will include a statement of cash receipts,
     disbursements and other transactions effected by the Trustee since the date
     of its last accounting, and such further information as the Trustee and/or
     Employer deems appropriate. Upon receipt of such information, the Employer
     must promptly notify the Trustee of its approval or disapproval of the
     information. If the Employer does not provide a written disapproval within
     ninety (90) days following the receipt of the information, including a
     written description of the items in question, the Trustee is forever
     released and discharged from any liability with respect to all matters
     reflected in such information. The Trustee shall have sixty (60) days
     following its receipt of a written disapproval from the Employer to provide
     the Employer with a written explanation of the terms in question. If the
     Employer again disapproves of the accounting, the Trustee may file its
     accounting with a court of competent jurisdiction for audit and
     adjudication.

     All assets contained in the Trust accounting will be shown at their fair
     market value as of the end of the Plan Year or as of the date of
     resignation or removal. The value of marketable investments shall be
     determined using the most recent price quoted on a national securities
     exchange or over-the-counter market. The value of non-marketable securities
     shall, except as provided otherwise herein, be determined in the sole
     judgment of the Trustee, which determination shall be binding and
     conclusive. The value of investments in securities or obligations of the
     Employer in which there is no market will be determined by an independent
     appraiser at least once annually and the Trustee shall have no
     responsibility with respect to the valuation of such assets.

12.8 Reasonable Compensation. The Trustee shall be paid reasonable compensation
     in an amount agreed upon by the Plan Administrator and Trustee. The Trustee
     also will be reimbursed for any reasonable expenses or fees incurred in its

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     function as Trustee. An individual Trustee who is already receiving
     full-time pay as an Employee of the Employer may not receive any additional
     compensation for services as Trustee. The Plan will pay the reasonable
     compensation and expenses incurred by the Trustee, pursuant to Section
     11.4, unless the Employer pays such compensation and expenses. Any
     compensation or expense paid directly by the Employer to the Trustee is not
     an Employer Contribution to the Plan.

12.9 Resignation and Removal of Trustee. The Trustee may resign at any time by
     delivering to the Employer a written notice of resignation at least thirty
     (30) days prior to the effective date of such resignation, unless the
     Employer consents in writing to a shorter notice period. The Employer may
     remove the Trustee at any time, with or without cause, by delivering
     written notice to the Trustee at least 30 days prior to the effective date
     of such removal. The Employer may remove the Trustee upon a shorter written
     notice period if the Employer reasonably determines such shorter period is
     necessary to protect Plan assets. Upon the resignation, removal, death or
     incapacity of a Trustee, the Employer may appoint a successor Trustee
     which, upon accepting such appointment, will have all the powers, rights
     and duties conferred upon the preceding Trustee. In the event there is a
     period of time following the effective date of a Trustee's removal or
     resignation before a successor Trustee is appointed, the Employer is deemed
     to be the Trustee. During such period, the Trust continues to be in
     existence and legally enforceable, and the assets of the Plan shall
     continue to be protected by the provisions of the Trust.

12.10 Indemnification of Trustee. Except to the extent that it is judicially
     determined that the Trustee has acted with gross negligence or willful
     misconduct, the Employer shall indemnify the Trustee (whether or not the
     Trustee has resigned or been removed) against any liabilities, losses,
     damages, and expenses, including attorney, accountant, and other advisory
     fees, incurred as a result of:

     (a)  any action of the Trustee taken in good faith in accordance with any
          information, instruction, direction, or opinion given to the Trustee
          by the Employer, the Plan Administrator, Investment Manager, Named
          Fiduciary or legal counsel of the Employer, or any person or entity
          appointed by any of them and authorized to give any information,
          instruction, direction, or opinion to the Trustee;

     (b)  the failure of the Employer, the Plan Administrator, Investment
          Manager, Named Fiduciary or any person or entity appointed by any of
          them to make timely disclosure to the Trustee of information which any
          of them or any appointee knows or should know if it acted in a
          reasonably prudent manner; or

     (c)  any breach of fiduciary duty by the Employer, the Plan Administrator,
          Investment Manager, Named Fiduciary or any person or entity appointed
          by any of them, other than such a breach which is caused by any
          failure of the Trustee to perform its duties under this Trust.

     The duties and obligations of the Trustee shall be limited to those
     expressly imposed upon it by this instrument or subsequently agreed upon by
     the parties. Responsibility for administrative duties required under the
     Plan or applicable law not expressly imposed upon or agreed to by the
     Trustee shall rest solely with the Employer.

     The Employer agrees that the Trustee shall have no liability with regard to
     the investment or management of illiquid Plan assets transferred from a
     prior Trustee, and shall have no responsibility for investments made before
     the transfer of Plan assets to it, or for the viability or prudence of any
     investment made by a prior Trustee, including those represented by assets
     now transferred to the custody of the Trustee, or for any dealings
     whatsoever with respect to Plan assets before the transfer of such assets
     to the Trustee. The Employer shall indemnify and hold the Trustee harmless
     for any and all claims, actions or causes of action for loss or damage, or
     any liability whatsoever relating to the assets of the Plan transferred to
     the Trustee by any prior Trustee of the Plan, including any liability
     arising out of or related to any act or event, including prohibited
     transactions, occurring prior to the date the Trustee accepts such assets,
     including all claims, actions, causes of action, loss, damage, or any
     liability whatsoever arising out of or related to that act or event,
     although that claim, action, cause of action, loss, damage, or liability
     may not be asserted, may not have accrued, or may not have been made known
     until after the date the Trustee accepts the Plan assets. Such
     indemnification shall extend to all applicable periods, including periods
     for which the Plan is retroactively restated to comply with any tax law or
     regulation.

12.11 Appointment of Custodian. The Plan Administrator may appoint a Custodian
     to hold all or any portion of the Plan assets. A Custodian has the same
     powers, rights and duties as a Directed Trustee. The Custodian will be
     protected from any liability with respect to actions taken pursuant to the
     direction of the Trustee, Plan Administrator, the Employer, an Investment
     Manager, a Named Fiduciary or other third party with authority to provide
     direction to the Custodian.

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                                   ARTICLE 13
                         PLAN ACCOUNTING AND INVESTMENTS

This Article contains the procedures for valuing Participant Accounts and
allocating net income and loss to such Accounts. Part 12 of the Agreement
permits the Employer to document its administrative procedures with respect to
the valuation of Participant Accounts. Alternatively, the Plan Administrator may
adopt separate investment procedures regarding the valuation and investment of
Participant Accounts.

13.1 Participant Accounts. The Plan Administrator will establish and maintain a
     separate Account for each Participant to reflect the Participant's entire
     interest under the Plan. To the extent applicable, the Plan Administrator
     may establish and maintain for a Participant any (or all) of the following
     separate sub-Accounts: Employer Contribution Account, Section 401(k)
     Deferral Account, Employer Matching Contribution Account, QMAC Account,
     QNEC Account, Employee After-Tax Contribution Account, Safe Harbor Matching
     Contribution Account, Safe Harbor Nonelective Contribution Account,
     Rollover Contribution Account, and Transfer Account. The Plan Administrator
     also may establish and maintain other sub-Accounts as it deems appropriate.

13.2 Value of Participant Accounts. The value of a Participants Account consists
     of the fair market value of the Participant's share of the Trust assets. A
     Participant's share of the Trust assets is determined as of each Valuation
     Date under the Plan.

     (a)  Periodic valuation. The Trustee must value Plan assets at least
          annually. The Employer may elect under Part 12, #45.b.(2) of the
          Agreement [Part 12, #63.b.(2) of the 401(k) Agreement] or may elect
          operationally to value assets more frequently than annually. The Plan
          Administrator may request the Trustee to perform interim valuations,
          provided such valuations do not result in discrimination in favor of
          Highly Compensated Employees.

     (b)  Daily valuation. If the Employer elects daily valuation under Part 12,
          #44 of the Agreement [Part 12, #62 of the 401(k) Agreement] or, if in
          operation, the Employer elects to have the Plan daily valued, the
          Plan Administrator may adopt reasonable procedures for performing such
          valuations. Unless otherwise set forth in the written procedures, a
          daily valued Plan will have its assets valued at the end of each
          business day during which the New York Stock Exchange is open. The
          Plan Administrator has authority to interpret the provisions of this
          Plan in the context of a daily valuation procedure. This includes, but
          is not limited to, the determination of the value of the Participant's
          Account for purposes of Participant loans, distribution and consent
          rights, and corrective distributions under Article 17.

13.3 Adjustments to Participant Accounts. As of each Valuation Date under the
     Plan, each Participant's Account is adjusted in the following manner.

     (a)  Distributions and forfeitures from a Participant's Account. A
          Participant's Account will be reduced by any distributions and
          forfeitures from the Account since the previous Valuation Date.

     (b)  Life insurance premiums and dividends. A Participant's Account will be
          reduced by the amount of any life insurance premium payments made for
          the benefit of the Participant since the previous Valuation Date. The
          Account will be credited with any dividends or credits paid on any
          life insurance policy held by the Trust for the benefit of the
          Participant.

     (c)  Contributions and forfeitures allocated to a Participant's Account. A
          Participant's Account will be credited with any contribution or
          forfeiture allocated to the Participant since the previous Valuation
          Date.

     (d)  Net income or loss. A Participant's Account will be adjusted for any
          net income or loss in accordance with the provisions under Section
          13.4.

13.4 Procedures for Determining Net Income or Loss. The Plan Administrator may
     establish any reasonable procedures for determining net income or loss
     under Section 13.3(d). Such procedures may be reflected in a funding
     agreement governing the applicable investments under the Plan.

     (a)  Net income or loss attributable to General Trust Account. To the
          extent a Participant's Account is invested as part of a General Trust
          Account, such Account is adjusted for its allocable share of net
          income or loss experienced by the General Trust Account using the
          Balance Forward Method. Under the Balance Forward Method, the net
          income or loss of the General Trust Account is allocated to the
          Participant Accounts that are invested in the General Trust Account,
          in the ratio that each Participant's Account bears to all Accounts,
          based on the value of each Participant's Account as of the prior
          Valuation Date, reduced for the adjustments described in Section
          13.3(a) and 13.3(b) above.

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          (1)  Inclusion of certain contributions. In applying the Balance
               Forward Method for allocating net income or loss, the Employer
               may elect under Part 12, #45.b.(3) of the Agreement [Part 12,
               #63.b.(3) of the 401(k) Agreement] or under separate
               administrative procedures to adjust each Participant's Account
               Balance (as of the prior Valuation Date) for the following
               contributions made since the prior Valuation Date (the "valuation
               period") which were not reflected in the Participant's Account on
               such prior Valuation Date: (1) Section 401(k) Deferrals and
               Employee After-Tax Contributions that are contributed during the
               valuation period pursuant to the Participant's contribution
               election, (2) Employer Contributions (including Employer Matching
               Contributions) that are contributed during the valuation period
               and allocated to a Participant's Account during the valuation
               period, and (3) Rollover Contributions.

          (2)  Methods of valuing contributions made during valuation period. In
               determining Participants' Account Balances as of the prior
               Valuation Date, the Employer may elect to apply a weighted
               average method that credits each Participant's Account with a
               portion of the contributions based on the portion of the
               valuation period for which such contributions were invested, or
               an adjusted percentage method, that increases each Participant's
               Account by a specified percentage of such contributions. The
               Employer may designate under Part 12, #45.b.(3)(c) of the
               Agreement [Part 12, #63.b.(3)(c) of the 401(k) Agreement] to
               apply the special allocation rules to only particular types of
               contributions or may designate any other reasonable method for
               allocating net income and loss under the Plan.

               (i)  Weighted average method. The Employer may elect under Part
                    12, #45.b.(3)(a) of the Agreement [Part 12, #63.b.(3)(a) of
                    the 401(k) Agreement] or under separate administrative
                    procedures to apply a weighted average method in determining
                    net income or loss. Under the weighted average method, a
                    Participants Account Balance as of the prior Valuation Date
                    is adjusted to take into account a portion of the
                    contributions made during the valuation period so that the
                    Participant may receive an allocation of net income or loss
                    for the portion of the valuation period during which such
                    contributions were invested under the Plan. The amount of
                    the adjustment to a Participant's Account Balance is
                    determined by multiplying the contributions made to the
                    Participant's Account during the valuation period by a
                    fraction, the numerator of which is the number of months
                    during the valuation period that such contributions were
                    invested under the Plan and the denominator is the total
                    number of months in the valuation period. The Plan's
                    investment procedures may designate the specific type(s) of
                    contributions eligible for a weighted allocation of net
                    income or loss and may designate alternative methods for
                    determining the weighted allocation, including the use of a
                    uniform weighting period other than months.

               (ii) Adjusted percentage method. The Employer may elect under
                    Part 12, #45.b.(3)(b) of the Agreement [Part 12,
                    #63.b.(3)(b) of the 401(k) Agreement] or under separate
                    investment procedures to apply an adjusted percentage method
                    of allocating net income or loss. Under the adjusted
                    percentage method, a Participant's Account Balance as of the
                    prior Valuation Date is increased by a percentage of the
                    contributions made to the Participant's Account during the
                    valuation period. The Plan's investment procedures may
                    designate the specific type(s) of contributions eligible for
                    an adjusted percentage allocation and may designate
                    alternative procedures for determining the amount of the
                    adjusted percentage allocation.

     (b)  Net income or loss attributable to a Directed Account. If the
          Participant (or Beneficiary) is entitled to direct the investment of
          all or part of his/her Account (see Section 13.5(c)), the Account (or
          the portion of the Account which is subject to such direction) will be
          maintained as a Directed Account, which reflects the value of the
          directed investments as of any Valuation Date. The assets held in a
          Directed Account may be (but are not required to be) segregated from
          the other investments held in the Trust. Net income or loss
          attributable to the investments made by a Directed Account is
          allocated to such Account in a manner that reasonably reflects the
          investment experience of such Directed Account. Where a Directed
          Account reflects segregated investments, the manner of allocating net
          income or loss shall not result in a Participant (or Beneficiary)
          being entitled to distribution from the Directed Account that exceeds
          the value of such Account as of the date of distribution.

     (c)  Share or unit accounting. The Plan's investment procedures may provide
          for share or unit accounting to reflect the value of Accounts, if such
          method is appropriate for the investments allocable to such Accounts.

     (d)  Suspense accounts. The Plan's investment procedures also may provide
          for special valuation procedures for suspense accounts that are
          properly established under the Plan.

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13.5 Investments under the Plan.

     (a)  Investment options. The Trustee or other person(s) responsible for the
          investment of Plan assets is authorized to invest Plan assets in any
          prudent investment consistent with the funding policy of the Plan and
          the requirements of ERISA. Investment options include, but are not
          limited to, the following: common and preferred stock or other equity
          securities (including stock bought and sold on margin); Qualifying
          Employer Securities and Qualifying Employer Real Property (to the
          extent permitted under subsection (b) below), corporate bonds;
          open-end or closed-end mutual funds (including funds for which the
          Prototype Sponsor, Trustee, or their affiliates serve as investment
          advisor or in any other capacity); money market accounts; certificates
          of deposit; debentures; commercial paper; put and call options;
          limited partnerships; mortgages; U.S. Government obligations,
          including U.S. Treasury notes and bonds; real and personal property
          having a ready market; life insurance or annuity policies;
          commodities; savings accounts; notes; and securities issued by the
          Trustee and/or its affiliates, as permitted by law. Plan assets may
          also be invested in a common/collective trust fund, or in a group
          trust fund that satisfies the requirements of IRS Revenue Ruling
          81-100. All of the terms and provisions of any such common/collective
          trust fund or group trust into which Plan assets are invested are
          incorporated by reference into the provisions of the Trust for this
          Plan. No portion of any voluntary, tax deductible Employee
          contributions being held under the Plan (or any earnings thereon) may
          be invested in life insurance contracts or, as with any
          Participant-directed investment, in tangible personal property
          characterized by the IRS as a collectible.

     (b)  Limitations on the investment in Qualifying Employer Securities and
          Qualifying Employer Real Property. The Trustee may invest in
          Qualifying Employer Securities and Qualifying Employer Real Property
          up to certain limits. Any such investment shall only be made upon
          written direction of the Employer who shall be solely responsible for
          the propriety of such investment. Additional directives regarding the
          purchase, sale, retention or valuing of such securities may be
          addressed in a funding policy, statement of investment policy, or
          other separate procedures or documents governing the investment of
          Plan assets. In any conflicts between the Plan document and a separate
          investment trust agreement, the Plan document shall prevail.

          (1)  Money purchase plan. In the case of a money purchase plan, no
               more than 10% of the fair market value of Plan assets may be
               invested in Qualifying Employer Securities and Qualifying
               Employer Real Property.

          (2)  Profit sharing plan other than a 401(k) plan. In the case of a
               profit sharing plan other than a 401(k) plan, no limit applies to
               the percentage of Plan assets invested in Qualifying Employer
               Securities and Qualifying Employer Real Property, except as
               provided in a funding policy, statement of investment policy, or
               other separate procedures or documents governing the investment
               of Plan assets.

          (3)  401(k) plan. For Plan Years beginning after December 31, 1998,
               with respect to the portion of the Plan consisting of amounts
               attributable to Section 401(k) Deferrals, no more than 10% of the
               fair market value of Plan assets attributable to Section 401(k)
               Deferrals may be invested in Qualifying Employer Securities and
               Qualifying Employer Real Property if the Employer, the Trustee,
               or a person other than the Participant requires any portion of
               the Section 401(k) Deferrals and attributable earnings to be
               invested in Qualifying Employer Securities or Qualifying Employer
               Real Property.

               (i)  Exceptions to Limitation. The limitation in this subsection
                    (3) shall not apply if any one of the conditions in
                    subsections (A), (B) or (C) applies.

                    (A)  Investment of Section 401(k) Deferrals in Qualifying
                         Employer Securities or Qualifying Real Property is
                         solely at the discretion of the Participant.

                    (B)  As of the last day of the preceding Plan Year, the fair
                         market value of assets of all profit sharing plans and
                         401(k) plans of the Employer was not more than 10% of
                         the fair market value of all assets under plans
                         maintained by the Employer.

                    (C)  The portion of a Participant's Section 401(k) Deferrals
                         required to be invested in Qualifying Employer
                         Securities and Qualifying Employer Real Property for
                         the Plan Year does not exceed 1 % of such Participant's
                         Included Compensation.

               (ii) Plan Years Beginning Prior to January 1, 1999. For Plan
                    Years beginning before January 1, 1999, the limitations in
                    this subsection (3) do not apply and a 401(k) plan is
                    treated like any other profit sharing plan.

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               (iii) No application to other contributions. The limitation in
                    this subsection (3) has no application to Employer Matching
                    Contributions or Employer Nonelective Contributions.
                    Instead, the rules under subsection (2) above apply for such
                    contributions.

     (c)  Participant direction of investments. If the Plan (by election in Part
          12, #43 of the Agreement [Part 12, #61 of the 401(k) Agreement] or by
          the Plan Administrator's administrative election) permits Participant
          direction of investments, the Plan Administrator must adopt investment
          procedures for such direction. The investment procedures should set
          forth the permissible investment options available for Participant
          direction, the timing and frequency of investment changes, and any
          other procedures or limitations applicable to Participant direction of
          investment. In no case may Participants direct that investments be
          made in collectibles, other than U.S. Government or State issued gold
          and silver coins. The investment procedures adopted by the Plan
          Administrator are incorporated by reference into the Plan. If
          Participant investment direction is limited to specific investment
          options (such as designated mutual funds or common or collective trust
          funds), it shall be the sole and exclusive responsibility of the
          Employer or Plan Administrator to select the investment options, and
          the Trustee shall not be responsible for selecting or monitoring such
          investment options, unless the Trustee has otherwise agreed in
          writing.

          The Employer may elect under Part 12, #43.b.(1) of the Agreement [Part
          12, #61.b.(1) of the 401(k) Agreement] or under the separate
          investment procedures to limit Participant direction of investment to
          specific types of contributions. The investment procedures adopted by
          the Plan Administrator may (but need not) allow Beneficiaries under
          the Plan to direct investments. (See Section 13.4(b) for rules
          regarding allocation of net income or loss to a Directed Account.)

          If Participant direction of investments is permitted, the Employer
          will designate how accounts will be invested in the absence of proper
          affirmative direction from the Participant. Except as otherwise
          provided in this Plan, neither the Trustee, the Employer, nor any
          other fiduciary of the Plan will be liable to the Participant or
          Beneficiary for any loss resulting from action taken at the direction
          of the Participant.

          (1)  Trustee to follow Participant direction. To the extent the Plan
               allows Participant direction of investment, the Trustee is
               authorized to follow the Participant's written direction (or
               other form of direction deemed acceptable by the Trustee). A
               Directed Account will be established for the portion of the
               Participant's Account that is subject to Participant direction of
               investment. The Trustee may decline to follow a Participant's
               investment direction to the extent such direction would: (i)
               result in a prohibited transaction; (ii) cause the assets of the
               Plan to be maintained outside the jurisdiction of the U.S.
               courts; (iii) jeopardize the Plan's tax qualification; (iv) be
               contrary to the Plan's governing documents; (v) cause the assets
               to be invested in collectibles within the meaning of Code
               (S)408(m); (vi) generate unrelated business taxable income; or
               (vii) result (or could result) in a loss exceeding the value of
               the Participant's Account. The Trustee will not be responsible
               for any loss or expense resulting from a failure to follow a
               Participant's direction in accordance with the requirements of
               this paragraph.

               Participant directions will be processed as soon as
               administratively practicable following receipt of such directions
               by the Trustee. The Trustee, Plan Administrator, or Employer will
               not be liable for a delay in the processing of a Participant
               direction that is caused by a legitimate business reason
               (including, but not limited to, a failure of computer systems or
               programs, failure in the means of data transmission, the failure
               to timely receive values or prices, or other unforeseen problems
               outside of the control of the Trustee, Plan Administrator, or
               Employer).

          (2)  ERISA (S)404(c) protection. If the Plan (by Employer election
               under Part 12, #43.b.(2) of the Agreement [Part 12, #61.b.(2) of
               the 401(k) Agreement] or pursuant to the Plan's investment
               procedures) is intended to comply with ERISA (S)404(c), the
               Participant investment direction program adopted by the Plan
               Administrator should comply with applicable Department of Labor
               regulations. Compliance with ERISA (S)404(c) is not required for
               plan qualification purposes. The following information is
               provided solely as guidance to assist the Plan Administrator in
               meeting the requirements of ERISA (S)404(c). Failure to meet any
               of the following safe harbor requirements does not impose any
               liability on the Plan Administrator (or any other fiduciary under
               the Plan) for investment decisions made by Participants, nor does
               it mean that the Plan does not comply with ERISA (S)404(c).
               Nothing in this Plan shall impose any greater duties upon the
               Trustee with respect to the implementation of ERISA (S)404(c)
               than those duties expressly provided for in procedures adopted by
               the Employer and agreed to by the Trustee.

               (i)  Disclosure requirements. The Plan Administrator (or other
                    Plan fiduciary who has agreed to perform this activity)
                    shall provide, or shall cause a person designated to act on
                    his behalf to provide, the following information to
                    Participants:

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                    (A)  Mandatory disclosures. To satisfy the requirements of
                         ERISA (S)404(c), the Participants must receive certain
                         mandatory disclosures, including (I) an explanation
                         that the Plan is intended to be an ERISA (S)404(c)
                         plan; (II) a description of the investment options
                         under the Plan; (III) the identity of any designated
                         Investment Managers that may be selected by the
                         Participant; (IV) any restrictions on investment
                         selection or transfers among investment vehicles; (V)
                         an explanation of the fees and expenses that may be
                         charged in connection with the investment transactions;
                         (VI) the materials relating to voting rights or other
                         rights incidental to the holding of an investment;
                         (VII) the most recent prospectus for an investment
                         option which is subject to the Securities Act of 1933.

                    (B)  Disclosures upon request. In addition, a Participant
                         must be able to receive upon request (I) the current
                         value of the Participant's interest in an investment
                         option; (II) the value and investment performance of
                         investment alternatives available under the Plan; (III)
                         the annual operating expenses of a designated
                         investment alternative: and (IV) copies of any
                         prospectuses, or other material, relating to available
                         investment options.

               (ii) Diversified investment options. The investment procedure
                    must provide at least three diversified investment options
                    that offer a broad range of investment opportunity. Each of
                    the investment opportunities must have materially different
                    risk and return characteristics. The procedure may allow
                    investment under a segregated brokerage account.

               (iii) Frequency of investment instructions. The investment
                    procedure must provide the Participant with the opportunity
                    to give investment instructions as frequently as is
                    appropriate to the volatility of the investment. For each
                    investment option, the frequency can be no less than
                    quarterly.

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                                   ARTICLE 14
                                PARTICIPANT LOANS

This Article contains rules for providing loans to Participants under the Plan.
This Article applies if: (1) the Employer elects under Part 12 of the Agreement
to provide loans to Participants or (2) if Part 12 does not specify whether
Participant loans are available, the Plan Administrator decides to implement a
Participant loan program. Any Participant loans will be made pursuant to the
default loan policy prescribed by this Article 14 unless the Plan Administrator
adopts a separate written loan policy or modifies the default loan policy in
this Article 14 by adopting modified loan provisions. If the Employer adopts a
separate written loan policy or written modifications to the default loan
program in this Article, the terms of such loan policy or written modifications
will control over the terms of this Plan with respect to the administration of
any Participant loans.

14.1 Default Loan Policy. Loans are available under this Article only if such
     loans:

     (a)  are available to Participants on a reasonably equivalent basis (see
          Section 14.3);

     (b)  are not available to Highly Compensated Employees in an amount greater
          than the amount that is available to other Participants;

     (c)  bear a reasonable rate of interest (as determined under Section 14.4)
          and are adequately secured (as determined under Section 14.5);

     (d)  provide for periodic repayment within a specified period of time (as
          determined under Section 14.6); and

     (e)  do not exceed, for any Participant, the amount designated under
          Section 14.7.

     A separate written loan policy may not modify the requirements under
     subsections (a) through (e) above, except as permitted in the referenced
     Sections of this Article.

14.2 Administration of Loan Program. A Participant loan is available under this
     Article only if the Participant makes a request for such a loan in
     accordance with the provisions of this Article or in accordance with a
     separate written loan policy. To receive a Participant loan, a Participant
     must sign a promissory note along with a pledge or assignment of the
     portion of the Account Balance used for security on the loan. Except as
     provided in a separate loan policy or in a written modification to the
     default loan policy in this Article, any reference under this Article 14 to
     a Participant means a Participant or Beneficiary who is a party in interest
     (as defined in ERISA (S)3(14)).

     In the case of a restated Plan, if any provision of this Article 14 is more
     restrictive than the terms of the Plan (or a separate written loan policy)
     in effect prior to the adoption of this Prototype Plan, such provision
     shall apply only to loans finalized after the adoption of this Prototype
     Plan, even if the restated Effective Date indicated in the Agreement
     predates the adoption of the Plan.

14.3 Availability of Participant Loans. Participant loans must be made available
     to Participants in a reasonably equivalent manner. The Plan Administrator
     may refuse to make a loan to any Participant who is determined to be not
     creditworthy. For this purpose, a Participant is not creditworthy if, based
     on the facts and circumstances, it is reasonable to believe that the
     Participant will not repay the loan. A Participant who has defaulted on a
     previous loan from the Plan and has not repaid such loan (with accrued
     interest) at the time of any subsequent loan will not be treated as
     creditworthy until such time as the Participant repays the defaulted loan
     (with accrued interest). A separate written loan policy or written
     modification to this loan policy may prescribe different rules for
     determining creditworthiness and to what extent creditworthiness must be
     determined.

     No Participant loan will be made to any Shareholder-Employee or
     Owner-Employee unless a prohibited transaction exemption for such loan is
     obtained from the Department of Labor or the prohibition against loans to
     such individuals is formally withdrawn by statute or by action of the
     Treasury or the Department of Labor. The prohibition against loans to
     Shareholder-Employees and Owner-Employees outlined in this paragraph may
     not be modified by a separate written loan policy.

14.4 Reasonable Interest Rate. A Participant must be charged a reasonable rate
     of interest for any loan he/she receives. For this purpose, the interest
     rate charged on a Participant loan must be commensurate with the interest
     rates charged by persons in the business of lending money for loans under
     similar circumstances. The Plan Administrator will determine a reasonable
     rate of interest by reviewing the interest rates charged by a sample of
     third party lenders in the same geographical region as the Employer. The
     Plan Administrator must periodically review its interest rate assumptions
     to ensure the interest rate charged on Participant loans is reasonable. A
     separate written loan policy or written modifications to this loan policy
     may prescribe an alternative means of establishing a reasonable interest
     rate.

14.5 Adequate Security. All Participant loans must be adequately secured. The
     Participant's vested Account Balance shall be used as security for a
     Participant loan provided the outstanding balance of all Participant loans
     made to such

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     Participant does not exceed 50% of the Participant's vested Account
     Balance, determined immediately after the origination of each loan, and if
     applicable, the spousal consent requirements described in Section 14.9 have
     been satisfied. The Plan Administrator (with the consent of the Trustee)
     may require a Participant to provide additional collateral to receive a
     Participant loan if the Plan Administrator determines such additional
     collateral is required to protect the interests of Plan Participants. A
     separate loan policy or written modifications to this loan policy may
     prescribe alternative rules for obtaining adequate security. However, the
     50% rule in this paragraph may not be replaced with a greater percentage.

14.6 Periodic Repayment. A Participant loan must provide for level amortization
     with payments to be made not less frequently than quarterly. A Participant
     loan must be payable within a period not exceeding five (5) years from the
     date the Participant receives the loan from the Plan, unless the loan is
     for the purchase of the Participant's principal residence, in which case
     the loan must be payable within a reasonable time commensurate with the
     repayment period permitted by commercial lenders for similar loans. Loan
     repayments must be made through payroll withholding, except to the extent
     the Plan Administrator determines payroll withholding is not practical
     given the level of a Participant's wages, the frequency with which the
     Participant is paid, or other circumstances.

     (a)  Unpaid leave of absence. A Participant with an outstanding Participant
          loan may suspend loan payments to the Plan for up to 12 months for any
          period during which the Participant is on an unpaid leave of absence.
          Upon the Participant's return to employment (or after the end of the
          12-month period, if earlier), the Participant's outstanding loan will
          be reamortized over the remaining period of such loan to make up for
          the missed payments. The reamortized loan may extend beyond the
          original loan term so long as the loan is paid in full by whichever of
          the following dates comes first: (1) the date which is five (5) years
          from the original date of the loan (or the end of the suspension, if
          sooner), or (2) the original loan repayment deadline (or the end of
          the suspension period, if later) plus the length of the suspension
          period.

     (b)  Military leave. A Participant with an outstanding Participant loan
          also may suspend loan payments for any period such Participant is on
          military leave, in accordance with Code (S)414(u)(4). Upon the
          Participant's return from military leave (or the expiration of five
          years from the date the Participant began his/her military leave, if
          earlier), loan payments will recommence under the amortization
          schedule in effect prior to the Participant's military leave, without
          regard to the five-year maximum loan repayment period. Alternatively,
          the loan may be reamortized to require a different level of loan
          payment, as long as the amount and frequency of such payments are not
          less than the amount and frequency under the amortization schedule in
          effect prior to the Participant's military leave.

     A separate loan policy or written modification to this loan policy may (1)
     modify the time period for repaying Participant loans, provided Participant
     loans are required to be repaid over a period that is not longer than the
     periods described in this Section; (2) specify the frequency of Participant
     loan repayments, provided the payments are required at least quarterly; (3)
     modify the requirement that loans be repaid through payroll withholding; or
     (4) modify or eliminate the leave of absence and/or military leave rules
     under this Section.

14.7 Loan Limitations. A Participant loan may not be made to the extent such
     loan (when added to the outstanding balance of all other loans made to the
     Participant) exceeds the lesser of:

     (a)  $50,000 (reduced by the excess, if any, of the Participant's highest
          outstanding balance of loans from the Plan during the one-year period
          ending on the day before the date on which such loan is made, over the
          Participant's outstanding balance of loans from the Plan as of the
          date such loan is made) or

     (b)  one-half (1/2) of the Participant's vested Account Balance, determined
          as of the Valuation Date coinciding with or immediately preceding such
          loan, adjusted for any contributions or distributions made since such
          Valuation Date.

     A Participant may not receive a Participant loan of less than $1,000 nor
     may a Participant have more than one Participant loan outstanding at any
     time. A Participant may renegotiate a loan without violating the one
     outstanding loan requirement to the extent such renegotiated loan is a new
     loan (i.e., the renegotiated loan separately satisfies the reasonable
     interest rate requirement under Section 14.4, the adequate security
     requirement under Section 14.5, and the periodic repayment requirement
     under Section 14.6). and the renegotiated loan does not exceed the
     limitations under (a) or (b) above, treating both the replaced loan and the
     renegotiated loan as outstanding at the same time. However, if the term of
     the renegotiated loan does not end later than the original term of the
     replaced loan, the replaced loan may be ignored in applying the limitations
     under (a) and (b) above.

     In applying the limitations under this Section, all plans maintained by the
     Employer are aggregated and treated as a single plan. In addition, any
     assignment or pledge of any portion of the Participant's interest in the
     Plan and any loan, pledge, or assignment with respect to any insurance
     contract purchased under the Plan will be treated as loan under this
     Section.

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     A separate written loan policy or written modifications to this loan policy
     may (1) modify the limitations on the amount of a Participant loan; (2)
     modify or eliminate the minimum loan amount requirement; (3) permit a
     Participant to have more than one loan outstanding at a time; (4) prescribe
     limitations on the purposes for which loans may be required: or (5)
     prescribe rules for reamortization, consolidation, renegotiation, or
     refinancing of loans.

14.8 Segregated Investment. A Participant loan is treated as a segregated
     investment on behalf of the individual Participant for whom the loan is
     made. The Plan Administrator may adopt separate administrative procedures
     for determining which type or types of contributions (and the amount of
     each type of contribution) may be used to provide the Participant loan. If
     the Plan Administrator does not adopt procedures designating the type of
     contributions from which the Participant loan will be made, such loan is
     deemed to be made on a proportionate basis from each type of contribution.

     Unless requested otherwise on the Participant's loan application, a
     Participant loan will be made equally from all investment funds in which
     the applicable contributions are held. A Participant or Beneficiary may
     direct the Trustee, on his/her loan application, to withdraw the
     Participant loan amounts from a specific investment fund or funds. A
     Participant loan will not violate the requirements of this default loan
     policy merely because the Plan Administrator does not permit the
     Participant to designate the contributions or funds from which the
     Participant loan will be made. Each payment of principal and interest paid
     by a Participant on his/her Participant loan shall be credited
     proportionately to such Participant's Account(s) and to the investment
     funds within such Account(s).

     A separate loan policy or written modifications to this loan policy may
     modify the rules of this Section without limitation, including prescribing
     different rules for determining the source of a loan with respect to
     contribution types and investment funds.

14.9 Spousal Consent. If this Plan is subject to the Joint and Survivor Annuity
     requirements under Article 9, a Participant may not use his/her Account
     Balance as security for a Participant loan unless the Participants spouse,
     if any, consents to the use of such Account Balance as security for the
     loan. The spousal consent must be made within the 90-day period ending on
     the date the Participant's Account Balance is to be used as security for
     the loan. Spousal consent is not required, however, if the value of the
     Participant's total vested Account Balance (as determined under Section
     8.3(e)) does not exceed $5,000 ($3,500 for loans made before the time the
     $5,000 rules becomes effective under Section 8.3). If the Plan is not
     subject to the Joint and Survivor Annuity requirements under Article 9, a
     spouse's consent is not required to use a Participant's Account Balance as
     security for a Participant loan, regardless of the value of the
     Participant's Account Balance.

     Any spousal consent required under this Section must be in writing, must
     acknowledge the effect of the loan, and must be witnessed by a plan
     representative or notary public. Any such consent to use the Participant's
     Account Balance as security for a Participant loan is binding with respect
     to the consenting spouse and with respect to any subsequent spouse as it
     applies to such loan. A new spousal consent will be required if the Account
     Balance is subsequently used as security for a renegotiation, extension,
     renewal, or other revision of the loan. A new spousal consent also will be
     required only if any portion of the Participant's Account Balance will be
     used as security for a subsequent Participant loan.

     A separate loan policy or written modifications to this loan policy may not
     eliminate the spousal consent requirement where it would be required under
     this Section, but may impose spousal consent requirements that are not
     prescribed by this Section.

14.10 Procedures for Loan Default. A Participant will be considered to be in
     default with respect to a loan if any scheduled repayment with respect to
     such loan is not made by the end of the calendar quarter following the
     calendar quarter in which the missed payment was due.

     If a Participant defaults on a Participant loan, the Plan may not offset
     the Participant's Account Balance until the Participant is otherwise
     entitled to an immediate distribution of the portion of the Account Balance
     which will be offset and such amount being offset is available as security
     on the loan, pursuant to Section 14.5. For this purpose, a loan default is
     treated as an immediate distribution event to the extent the law does not
     prohibit an actual distribution of the type of contributions which would be
     offset as a result of the loan default (determined without regard to the
     consent requirements under Articles 8 and 9, so long as spousal consent was
     properly obtained at the time of the loan, if required under Section 14.9).
     The Participant may repay the outstanding balance of a defaulted loan
     (including accrued interest through the date of repayment) at any time.

     Pending the offset of a Participant's Account Balance following a defaulted
     loan, the following rules apply to the amount in default.

     (a)  Interest continues to accrue on the amount in default until the time
          of the loan offset or, if earlier, the date the loan repayments are
          made current or the amount is satisfied with other collateral.

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     (b)  A subsequent offset of the amount in default is not reported as a
          taxable distribution, except to the extent the taxable portion of the
          default amount was not previously reported by the Plan as a taxable
          distribution.

     (c)  The post-default accrued interest included in the loan offset is not
          reported as a taxable distribution at the time of the offset.

     A separate loan policy or written modifications to this loan policy may
     modify the procedures for determining a loan default.

14.11 Termination of Employment.

     (a)  Offset of outstanding loan. A Participant loan becomes due and payable
          in full immediately upon the Participant's termination of employment.
          Upon a Participant's termination, the Participant may repay the entire
          outstanding balance of the loan (including any accrued interest)
          within a reasonable period following termination of employment. If the
          Participant does not repay the entire outstanding loan balance, the
          Participant's vested Account Balance will be reduced by the remaining
          outstanding balance of the loan (without regard to the consent
          requirements under Articles 8 and 9, so long as spousal consent was
          properly obtained at the time of the loan, if required under Section
          14.9), to the extent such Account Balance is available as security on
          the loan, pursuant to Section 14.5, and the remaining vested Account
          Balance will be distributed in accordance with the distribution
          provisions under Article 8. If the outstanding loan balance of a
          deceased Participant is not repaid, the outstanding loan balance shall
          be treated as a distribution to the Participant and shall reduce the
          death benefit amount payable to the Beneficiary under Section 8.4.

     (b)  Direct Rollover. Upon termination of employment, a Participant may
          request a Direct Rollover of the loan note (provided the distribution
          is an Eligible Rollover Distribution as defined in Section 8.8(a)) to
          another qualified plan which agrees to accept a Direct Rollover of the
          loan note. A Participant may not engage in a Direct Rollover of a loan
          to the extent the Participant has already received a deemed
          distribution with respect to such loan. (See the rules regarding
          deemed distributions upon a loan default under Section 14.10.)

     (c)  Modified loan policy. A separate loan policy or written modifications
          to this loan policy may modify this Section 14.11, including, but not
          limited to: (1) a provision to permit loan repayments to continue
          beyond termination of employment; (2) to prohibit the Direct Rollover
          of a loan note; and (3) to provide for other events that may
          accelerate the Participant's repayment obligation under the loan.

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                                   ARTICLE 15
                          INVESTMENT IN LIFE INSURANCE

This Article provides special rules for Plans that permit investment in life
insurance on the life of the Participant, the Participant's spouse, or other
family members. The Employer may elect in Part 12 of the Agreement to permit
life insurance investments in the Plan, or life insurance investments may be
permitted, prohibited, or restricted under the Plan through separate investment
procedures or a separate funding policy. If the Plan prohibits investments in
life insurance, this Article does not apply.

15.1 Investment in Life Insurance. A group or individual life insurance policy
     purchased by the Plan may be issued on the life of a Participant, a
     Participant's spouse, a Participant's child or children, a family member of
     the Participant, or any other individual with an insurable interest. If
     this Plan is a money purchase plan, a life insurance policy may only be
     issued on the life of the Participant. A life insurance policy includes any
     type of policy, including a second-to-die policy, provided that the holding
     of a particular type of policy is not prohibited under rules applicable to
     qualified plans.

     Any premiums on life insurance held for the benefit of a Participant will
     be charged against such Participant's vested Account Balance. Unless
     directed otherwise, the Plan Administrator will reduce each of the
     Participant's Accounts under the Plan equally to pay premiums on life
     insurance held for such Participant's benefit. Any premiums paid for life
     insurance policies must satisfy the incidental life insurance rules under
     Section 15.2.

15.2 Incidental Life Insurance Rules. Any life insurance purchased under the
     Plan must meet the following requirements:

     (a)  Ordinary life insurance policies. The aggregate premiums paid for
          ordinary life insurance policies (i.e., policies with both
          nondecreasing death benefits and nonincreasing premiums) for the
          benefit of a Participant shall not at any time exceed 49% of the
          aggregate amount of Employer Contributions (including Section 401(k)
          Deferrals) and forfeitures that have been allocated to the Account of
          such Participant.

     (b)  Life insurance policies other than ordinary life. The aggregate
          premiums paid for term, universal or other life insurance policies
          (other than ordinary life insurance policies) for the benefit of a
          Participant shall not at any time exceed 25% of the aggregate amount
          of Employer Contributions (including Section 401(k) Deferrals) and
          forfeitures that have been allocated to the Account of such
          Participant.

     (c)  Combination of ordinary and other life insurance policies. The sum of
          one-half (1/2) of the aggregate premiums paid for ordinary life
          insurance policies plus all the aggregate premiums paid for any other
          life insurance policies for the benefit of a Participant shall not at
          any time exceed 25% of the aggregate amount of Employer Contributions
          (including Section 401(k) Deferrals) and forfeitures which have been
          allocated to the Account of such Participant.

     (d)  Exception for certain profit sharing and 401(k) plans. If the Plan is
          a profit sharing plan or a 401(k) plan, the limitations in this
          Section do not apply to the extent life insurance premiums are paid
          only with Employer Contributions and forfeitures that have been
          accumulated in the Participant's Account for at least two years or are
          paid with respect to a Participant who has been an Eligible
          Participant for at least five years. For purposes of applying this
          special limitation, Employer Contributions do not include any Section
          401(k) Deferrals, QMACs, QNECs or Safe-Harbor Contributions under a
          401(k) plan.

     (e)  Exception for Employee After-Tax Contributions and Rollover
          Contributions. The Plan Administrator also may invest, with the
          Participant's consent, any portion of the Participant's Employee
          After-Tax Contribution Account or Rollover Contribution Account in a
          group or individual life insurance policy for the benefit of such
          Participant, without regard to the incidental life insurance rules
          under this Section.

15.3 Ownership of Life Insurance Policies. The Trustee is the owner of any life
     insurance policies purchased under the Plan in accordance with the
     provisions of this Article 15. Any life insurance policy purchased under
     the Plan must designate the Trustee as owner and beneficiary under the
     policy. The Trustee will pay all proceeds of any life insurance policies to
     the Beneficiary of the Participant for whom such policy is held in
     accordance with the distribution provisions under Article 8 and the Joint
     and Survivor Annuity requirements under Article 9. In no event shall the
     Trustee retain any part of the proceeds from any life insurance policies
     for the benefit of the Plan.

15.4 Evidence of Insurability. Prior to purchasing a life insurance policy, the
     Plan Administrator may require the individual whose life is being insured
     to provide evidence of insurability, such as a physical examination, as may
     be required by the Insurer.

15.5 Distribution of Insurance Policies. Life insurance policies under the Plan,
     which are held on behalf of a Participant, must be distributed to the
     Participant or converted to cash upon the later of the Participant's
     Distribution Commencement Date (as defined in Section 22.56) or termination
     of employment. Any life insurance policies that are held on behalf of a
     terminated Participant must continue to satisfy the incidental life
     insurance rules under Section 15.2.

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     If a life insurance policy is purchased on behalf of an individual other
     than the Participant, and such individual dies, the Participant may
     withdraw any or all life insurance proceeds from the Plan, to the extent
     such proceeds exceed the cash value of the life insurance policy determined
     immediately before the death of the insured individual.

15.6 Discontinuance of Insurance Policies. Investments in life insurance may be
     discontinued at any time, either at the direction of the Trustee or other
     fiduciary responsible for making investment decisions. If the Plan provides
     for Participant direction of investments, life insurance as an investment
     option may be eliminated at any time by the Plan Administrator. Where life
     insurance investment options are being discontinued, the Plan
     Administrator, in its sole discretion, may offer the sale of the insurance
     policies to the Participant, or to another person, provided that the
     prohibited transaction exemption requirements prescribed by the Department
     of Labor are satisfied.

15.7 Protection of Insurer. An Insurer that issues a life insurance policy under
     the terms of this Article, shall not be responsible for the validity of
     this Plan and shall be protected and held harmless for any actions taken or
     not taken by the Trustee or any actions taken in accordance with written
     directions from the Trustee or the Employer (or any duly authorized
     representatives of the Trustee or Employer). An Insurer shall have no
     obligation to determine the propriety of any premium payments or to
     guarantee the proper application of any payments made by the insurance
     company to the Trustee.

     The Insurer is not and shall not be considered a party to this Agreement
     and is not a fiduciary with respect to the Plan solely as a result of the
     issuance of life insurance policies under this Article 15.

15.8 No Responsibility for Act of Insurer. Neither the Employer, the Plan
     Administrator nor the Trustee shall be responsible for the validity of the
     provisions under a life insurance policy issued under this Article 15 or
     for the failure or refusal by the Insurer to provide benefits under such
     policy. The Employer, the Plan Administrator and the Trustee are also not
     responsible for any action or failure to act by the Insurer or any other
     person which results in the delay of a payment under the life insurance
     policy or which renders the policy invalid or unenforceable in whole or in
     part.

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                                   ARTICLE 16
                           TOP-HEAVY PLAN REQUIREMENTS

This Article contains the rules for determining whether the Plan is a Top-Heavy
Plan and the consequences of having a Top-Heavy Plan. Part 6 of the Agreement
provides for elections relating to the vesting schedule for a Top-Heavy Plan.
Part 13 of the Agreement allows the Employer to elect to satisfy the Top-Heavy
Plan allocation requirements under another plan.

16.1 In General. If the Plan is or becomes a Top-Heavy Plan in any Plan Year,
     the provisions of this Article 16 will supersede any conflicting provisions
     in the Plan or Agreement. However, this Article 16 will no longer apply if
     Code (S)416 is repealed.

16.2 Top-Heavy Plan Consequences.

     (a)  Minimum allocation for Non-Key Employees. If the Plan is a Top-Heavy
          Plan for any Plan Year, except as otherwise provided in subsections
          (4) and (5) below, the Employer Contributions and forfeitures
          allocated for the Plan Year on behalf of any Eligible Participant who
          is a Non-Key Employee must not be less than a minimum percentage of
          the Participant's Total Compensation (as defined in Section 16.3(1)).
          If any Non-Key Employee who is entitled to receive a top-heavy minimum
          contribution pursuant to this Section 16.2(a) fails to receive an
          appropriate allocation, the Employer will make an additional
          contribution on behalf of such Non-Key Employee to satisfy the
          requirements of this Section. The Employer may elect under Part 4 of
          the Agreement [Part 4C of the 401(k) Agreement] to make the top-heavy
          contribution to all Eligible Participants. If the Employer elects
          under the Agreement to provide the top-heavy minimum contribution to
          all Eligible Participants, the Employer also will make an additional
          contribution on behalf of any Key Employee who is an Eligible
          Participant and who did not receive an allocation equal to the
          top-heavy minimum contribution.

          (1)  Determining the minimum percentage. The minimum percentage that
               must be allocated under subsection (a) above is the lesser of:
               (i) three (3) percent of Total Compensation for the Plan Year or
               (ii) the highest contribution rate for any Key Employee for the
               Plan Year. The highest contribution rate for a Key Employee is
               determined by taking into account the total Employer
               Contributions and forfeitures allocated to each Key Employee for
               the Plan Year, as a percentage of the Key Employee's Total
               Compensation. A Key Employee's contribution rate includes Section
               401(k) Deferrals made by the Key Employee for the Plan Year
               (except as provided by regulation or statute). If this Plan is
               aggregated with a Defined Benefit Plan to satisfy the
               requirements of Code (S)401(a)(4) or Code (S)410(b), the minimum
               percentage is three (3) percent, without regard to the highest
               Key Employee contribution rate. See subsection (5) below if the
               Employer maintains more than one plan.

          (2)  Determining whether the Non-Key Employee's allocation satisfies
               the minimum percentage. To determine if a Non-Key Employee's
               allocation of Employer Contributions and forfeitures is at least
               equal to the minimum percentage, the Employee's Section 401(k)
               Deferrals for the Plan Year are disregarded. In addition,
               Matching Contributions allocated to the Employee's Account for
               the Plan Year are disregarded, unless: (i) the Plan Administrator
               elects to take all or a portion of the Matching Contributions
               into account, or (ii) Matching Contributions are taken into
               account by statute or regulation. The rule in (i) does not apply
               unless the Matching Contributions so taken into account could
               satisfy the nondiscrimination testing requirements under Code
               (S)401(a)(4) if tested separately. Any Employer Matching
               Contributions used to satisfy the Top-Heavy Plan minimum
               allocation may not be used in the ACP Test (as defined in Section
               17.3), except to the extent permitted under statute, regulation
               or other guidance of general applicability.

          (3)  Certain allocation conditions inapplicable. The Top-Heavy Plan
               minimum allocation shall be made even though, under other Plan
               provisions, the Non-Key Employee would not otherwise be entitled
               to receive an allocation, or would have received a lesser
               allocation for the Plan Year because of:

               (i)  the Participant's failure to complete 1,000 Hours of Service
                    (or any equivalent provided in the Plan),

               (ii) the Participant's failure to make Employee After-Tax
                    Contributions to the Plan, or

               (iii) Total Compensation is less than a stated amount.

               The minimum allocation also is determined without regard to any
               Social Security contribution or whether an Eligible Participant
               fails to make Section 401(k) Deferrals for a Plan Year in which
               the Plan includes a 401(k) feature.

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          (4)  Participants not employed on the last day of the Plan Year. The
               minimum allocation requirement described in this subsection (a)
               does not apply to an Eligible Participant who was not employed by
               the Employer on the last day of the applicable Plan Year.

          (5)  Participation in more than one Top-heavy Plan. The minimum
               allocation requirement described in this subsection (a) does not
               apply to an Eligible Participant who is covered under another
               plan maintained by the Employer if, pursuant to Part 13, #54 of
               the Agreement [Part 13, #72 of the 401(k) Agreement], the other
               Plan will satisfy the minimum allocation requirement.

               (i)  More than one Defined Contribution Plans. If the Employer
                    maintains more than one top-heavy Defined Contribution Plan
                    (including Paired Plans), the Employer may designate in Part
                    13, #54.a. of the Agreement [Part 13, #72.a. of the 401(k)
                    Agreement] which plan will provide the top-heavy minimum
                    contribution to Non-Key Employees. Alternatively, under Part
                    13, #54.a.(3) of the Agreement [Part 13, #72.a.(3) of the
                    401(k) Agreement], the Employer may designate another means
                    of complying with the top-heavy requirements. If Part 13,
                    #54 of the Agreement [Part 13, #72 of the 401(k) Agreement]
                    is not completed and the Employer maintains more than one
                    Defined Contribution Plan, the Employer will be deemed to
                    have selected this Plan under Part 13, #54.a. of the
                    Agreement [Part 13, #72.a. of the 401(k) Agreement] as the
                    Plan under which the top-heavy minimum contribution will be
                    provided.

                    If an Employee is entitled to a top-heavy minimum
                    contribution but has not satisfied the minimum age and/or
                    service requirements under the Plan designated to provide
                    the top-heavy minimum contribution, the Employee may receive
                    a top-heavy minimum contribution under the designated Plan.
                    Thus, for example, if the Employer maintains both a 401(k)
                    plan and a non-401(k) plan, a Non-Key Employee who has not
                    satisfied the minimum age and service conditions under Part
                    1, #5 of the non-401(k) plan Agreement is eligible for a
                    top-heavy minimum allocation under the non-401(k) plan (if
                    so provided under Part 13, #54.a. of the Agreement [Part 13,
                    #72.a. of the 401(k) Agreement]) if such Employee has
                    satisfied the eligibility conditions for making Section
                    401(k) Deferrals under the 401(k) plan. The provision of a
                    top-heavy minimum contribution under this paragraph will not
                    cause the Plan to fail the minimum coverage or
                    nondiscrimination rules. The Employer may designate an
                    alternative method of providing the top-heavy minimum
                    contribution to such Employees under Part 13, #54.a.(3) of
                    the Agreement [Part 13, #72.a.(3) of the 401(k) Agreement].

               (ii) Defined Contribution Plan and a Defined Benefit Plan. If the
                    Employer maintains both a top-heavy Defined Contribution
                    Plan (under this BPD) and a top-heavy Defined Benefit Plan,
                    the Employer must designate the manner in which the plans
                    will comply with the Top-Heavy Plan requirements. Under Part
                    13, #54.b. of the Agreement [Part 13, #72.b. of the 401(k)
                    Agreement], the Employer may elect to provide the top-heavy
                    minimum benefit to Non-Key Employees who participate in both
                    Plans (A) in the Defined Benefit Plan; (B) in the Defined
                    Contribution Plan (but increasing the minimum allocation
                    from 3% to 5%); or (C) under any other acceptable method of
                    compliance. If a Non-Key Employee participates only under
                    the Defined Benefit Plan, the top-heavy minimum benefit will
                    be provided under the Defined Benefit Plan. If a Non-Key
                    Employee participates only under the Defined Contribution
                    Plan, the top-heavy minimum benefit will be provided under
                    the Defined Contribution Plan (without regard to this
                    subsection (ii)). If Part 13, #54.b. of the Agreement [Part
                    13, #72.b. of the 401(k) Agreement] is not completed and the
                    Employer maintains a Defined Benefit Plan, the Employer will
                    be deemed to have selected this Plan under Part 13,
                    #54.b.(1) of the Agreement [Part 13, #72.b.(1) of the 401(k)
                    Agreement] as the plan under which the top-heavy minimum
                    contribution will be provided.

                    If the Employer maintains more than one Defined Contribution
                    Plan in addition to a Defined Benefit Plan, the Employer may
                    use Part 13, #54.b.(3) of the Agreement [Part 13, #72.b.(3)
                    of the 401(k) Agreement] to designate which Defined
                    Contribution Plan will provide the top-heavy minimum
                    contribution.

                    If the Employer is using the Four-Step Permitted Disparity
                    Method (as described in Section 2.2(b)(ii)) and elects under
                    Part 13, #54.b.(1) of the Agreement [Part 13, #72.b.(1) of
                    the 401(k) Agreement] to provide a 5% top-heavy minimum
                    contribution, the 3% minimum allocation under Step One is
                    increased to 5%. The 3% allocation under Step Two will also
                    be increased to the lesser of (A) 5% or (B) the amount
                    determined under Step Three (increased by 3 percentage
                    points). If an additional allocation is to be

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                    made under Step Three, the Applicable Percentage under
                    Section 2.2(b)(ii)(C) must be reduced by 2 percentage points
                    (but not below zero).

          (6)  No forfeiture for certain events. The minimum top-heavy
               allocation (to the extent required to be nonforfeitable under
               Code (S)416(b)) may not be forfeited under the suspension of
               benefit rules of Code (S)411(a)(3)(B) or the withdrawal of
               mandatory contribution rules of Code (S)41l(a)(3)(D).

     (b)  Special Top-Heavy Vesting Rules.

          (1)  Minimum vesting schedules. For any Plan Year in which this Plan
               is a Top-Heavy Plan, the Top-Heavy Plan vesting schedule elected
               in Part 6, #19 of the Agreement [Part 6, #37 of the 401(k)
               Agreement] will automatically apply to the Plan. The Top-Heavy
               Plan vesting schedule will apply to all benefits within the
               meaning of Code (S)411(a)(7) except those attributable to
               Employee After-Tax Contributions, including benefits accrued
               before the effective date of Code (S)416 and benefits accrued
               before the Plan became a Top-Heavy Plan. No decrease in a
               Participant's nonforfeitable percentage may occur in the event
               the Plan's status as a Top-Heavy Plan changes for any Plan Year.
               However, this subsection does not apply to the Account Balance of
               any Employee who does not have an Hour of Service after a
               Top-Heavy Plan vesting schedule becomes effective.

          (2)  Shifting Top-Heavy Plan status. If the vesting schedule under the
               Plan shifts in or out of the Top-Heavy Plan vesting schedule for
               any Plan Year because of a change in Top-Heavy Plan status, such
               shift is an amendment to the vesting schedule and the election in
               Section 4.7 of the Plan applies.

16.3 Top-Heavy Definitions.

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

     (b)  Determination Period: The Plan Year containing the Determination Date
          and the four (4) preceding Plan Years.

     (c)  Key Employee: Any Employee or former Employee (and the Beneficiaries
          of such Employee) is a Key Employee for a Plan Year if, at any time
          during the Determination Period, the individual was:

          (1)  an officer of the Employer with annual Total Compensation in
               excess of 50 percent of the dollar limitation under
               Code (S)415(b)(1)(A),

          (2)  an owner (or considered an owner under Code (S)318) of one of the
               ten largest interests in the Employer with annual Total
               Compensation in excess of 100 percent of the dollar limitation
               under Code (S)415(c)(1)(A);

          (3)  a Five-Percent Owner (as defined in Section 22.88),

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

          The Key Employee determination will be made in accordance with Code
          (S)416(i)(1) and the regulations thereunder.

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

     (e)  Present Value: The present value based on the interest and mortality
          rates specified in the relevant Defined Benefit Plan. In the event
          that more than one Defined Benefit Plan is included in a Required
          Aggregation Group or Permissive Aggregation Group, a uniform set of
          actuarial assumptions must be applied to determine present value. The
          Employer may specify in Part 13, #54.b.(3) of the Agreement [Part 13,
          #72.b.(3) of the 401(k) Agreement] the actuarial assumptions that will
          apply if the Defined Benefit Plans do not specify a uniform set of
          actuarial assumptions to be used to determine if the plans are
          Top-Heavy.

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     (f)  Required Aggregation Group:

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

          (2)  any other qualified plan of the Employer that enables a plan
               described in (1) to meet the coverage or nondiscrimination
               requirements of Code (S)(S)410(b) or 401(a)(4).

     (g)  Top-Heavy Plan: For any Plan Year, this Plan is a Top-Heavy Plan if
          any of the following conditions exist:

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

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

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

     (h)  Top-Heavy Ratio:

          (1)  Defused Contribution Plans only. This paragraph applies if the
               Employer maintains one or more Defined Contribution Plans
               (including any SEP described under Code (S)408(k)) and the
               Employer has not maintained any Defined Benefit Plan that during
               the Determination Period has or has had Accrued Benefits. The
               Top-Heavy Ratio for this Plan alone, or for the Required
               Aggregation Group or Permissive Aggregation Group, as
               appropriate, is a fraction, the numerator of which is the sum of
               the Account Balances of all Key Employees as of the Determination
               Date(s) and the denominator of which is the sum of all Account
               Balances, both computed in accordance with Code (S)416 and the
               regulations thereunder.

          (2)  Defined Contribution Plan and Defined Benefit Plan. This
               paragraph applies if the Employer maintains one or more Defined
               Contribution Plans (including a SEP described under Code
               (S)408(k)) and the Employer maintains or has maintained one or
               more Defined Benefit Plans which during the Determination Period
               has or has had any Accrued Benefits. The Top-Heavy Ratio for any
               Required Aggregation Group or Permissive Aggregation Group, as
               appropriate, is a fraction, the numerator of which is the sum of
               Account Balances under the aggregated Defined Contribution
               Plan(s) for all Key Employees, and the Present Value of Accrued
               Benefits under the aggregated Defined Benefit Plan(s) for all Key
               Employees as of the Determination Date(s), and the denominator of
               which is the sum of the Account Balances under the aggregated
               Defined Contribution Plan(s) for all Participants and the Present
               Value of Accrued Benefits under the Defined Benefit Plan(s) for
               all Participants as of the Determination Date(s), all determined
               in accordance with Code (S)416 and the regulations thereunder.
               The accrued benefits under a Defined Benefit Plan in both the
               numerator and denominator of the Top-Heavy Ratio are increased
               for any distributions of an accrued benefit made in the five-year
               period ending on the Determination Date.

          (3)  Applicable Valuation Dates. For purposes of subsections (1) and
               (2) above, the value of Account Balances and the Present Value of
               Accrued Benefits will be determined as of the most recent
               Valuation Date that falls within or ends with the 12-month period
               ending on the Determination Date, except as provided in Code
               (S)416 and the regulations thereunder for the first and second
               Plan Years of a Defined Benefit Plan. When aggregating plans, the
               value of Account Balances and Accrued Benefits will be calculated
               with reference to the Determination Dates that fall within the
               same calendar year.

          (4)  Valuation of benefits. Determining a Participant's Account
               Balance or Accrued Benefit. The calculation of the Top-Heavy
               Ratio, and the extent to which distributions, rollovers, and
               transfers are taken into account will be made in accordance with
               Code (S)416 and the regulations thereunder. For purposes of
               subsections (1) and (2) above, the Account Balance and/or Accrued
               Benefit of each Participant is adjusted as provided under
               subsections (i) and (ii) below.

               (i)  Increase for prior distributions. In applying the Top-Heavy
                    Ratio, a Participant's Account Balance and/or Accrued
                    Benefit is increased for any distributions made from the
                    Plan during the Determination Period.

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               (ii) Increase for future contributions. Both the numerator and
                    denominator of the Top-Heavy Ratio are increased to reflect
                    any contribution to a Defined Contribution Plan not actually
                    made as of the Determination Date, but which is required to
                    be taken into account on that date under Code (S)416 and the
                    regulations thereunder.

               (iii) Exclusion of certain benefits. The Account Balance and/or
                    Accrued Benefit of a Participant (and any distribution
                    during the Determination Period with respect to such
                    Participant's Account Balance or Accrued Benefit) is
                    disregarded from the Top-Heavy Ratio if: (A) the Participant
                    is a Non-Key Employee who was a Key Employee in a prior
                    year, or (B) the Participant has not been credited with at
                    least one Hour of Service during the Determination Period.
                    The calculation of the Top-Heavy Ratio, and the extent to
                    which distributions, rollovers, and transfers are taken into
                    account will be made in accordance with Code (S)416 and the
                    regulations thereunder.

               (iv) Calculation of Accrued Benefit. The Accrued Benefit of a
                    Participant other than a Key Employee shall be determined
                    under: (A) the method, if any, that uniformly applies for
                    accrual purposes under all Defined Benefit Plans maintained
                    by the Employer; or (B) if there is no such method, as if
                    such benefit accrued not more rapidly than the slowest
                    accrual rate permitted under the fractional rule of Code
                    (S)411(b)(1)(C).

     (i)  Total Compensation. For purposes of determining the minimum top-heavy
          contribution under 16.2(a), Total Compensation is determined using the
          definition under Section 7.4(f), including the special rule under
          Section 7.4(f)(4) for years beginning before January 1, 1998. For this
          purpose, Total Compensation is subject to the Compensation Dollar
          Limitation as defined in Section 22.32.

     (j)  Valuation Date: The date as of which Account Balances are valued for
          purposes of calculating the Top-Heavy Ratio.

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                                   ARTICLE 17
                             401(k) PLAN PROVISIONS

This Article sets forth the special testing rules applicable to Section 401(k)
Deferrals, Employer Matching Contributions, and Employee After-Tax Contributions
that may be made under the 401(k) Agreement and the requirements to qualify as a
Safe Harbor 401(k) Plan. Section 17.1 provides limits on the amount of Elective
Deferrals an Employee may defer into the Plan during a calendar year. Sections
17.2 and 17.3 set forth the rules for running the ADP Test and ACP Test with
respect to contributions under the 401(k) plan and Section 17.4 discusses the
requirements for applying the Multiple Use Test. Section 17.5 prescribes special
testing rules for performing the ADP Test and the ACP Test. Section 17.6 sets
forth the requirements that must be met to qualify as a Safe Harbor 401(k) Plan.
Unless otherwise stated, any reference to the Agreement under this Article 17 is
a reference to the 401(k) Agreement.

17.1 Limitation on the Amount of Section 401(k) Deferrals.

     (a)  In general. An Eligible Participant's total Section 401(k) Deferrals
          under this Plan, or any other qualified plan of the Employer, for any
          calendar year may not exceed the lesser of:

          (1)  the percentage of Included Compensation designated under Part 4A,
               #12 of the Agreement:

          (2)  the dollar limitation under Code (S)402(g); or

          (3)  the amount permitted under the Annual Additions Limitation
               described in Article 7.

     (b)  Maximum deferral limitation. If the Employer elects to impose a
          maximum deferral limitation under Part 4A, #12 of the Agreement, it
          must designate under Part 4A, #12.a. the period for which such
          limitation applies. Regardless of any limitation designated under Part
          4A, # 12 of the Agreement, the Employer may provide for alternative
          limitations in the Salary Reduction Agreement with respect to
          designated types of Included Compensation, such as bonus payments. If
          no maximum percentage is designated under Part 4A, #12 of the
          Agreement, the only limit on a Participant's Section 401(k) Deferrals
          under this Plan is the dollar limitation under Code (S)402(g) and the
          Annual Additions Limitation.

     (c)  Correction of Code (S)402(g) violation. A Participant may not make
          Section 401(k) Deferrals that exceed the dollar limitation under Code
          (S)402(g). The dollar limitation under Code (S)402(g) applicable to a
          Participant's Section 401(k) Deferrals under this Plan is reduced by
          any Elective Deferrals the Participant makes under any other plan
          maintained by the Employer. If a Participant makes Section 401(k)
          Deferrals that exceed the Code (S)402(g) limit, the Employer may
          correct the Code (S)402(g) violation in the following manner.

          (1)  Suspension of Section 401(k) Deferrals. The Employer may suspend
               a Participant's Section 401(k) Deferrals under the Plan for the
               remainder of the calendar year when the Participant's Section
               401(k) Deferrals under this Plan, in combination with any
               Elective Deferrals the Participant makes during the calendar year
               under any other plan maintained by the Employer, equal or exceed
               the dollar limitation under Code (S)402(g).

          (2)  Distribution of Excess Deferrals. If a Participant makes Section
               401(k) Deferrals under this Plan during a calendar year which
               exceed the dollar limitation under Code (S)402(g), the
               Participant will receive a corrective distribution from the Plan
               of the Excess Deferrals (plus allocable income) no later than
               April 15 of the following calendar year. The amount which must be
               distributed as a correction of Excess Deferrals for a calendar
               year equals the amount of Elective Deferrals the Participant
               contributes in excess of the dollar limitation under Code
               (S)402(g) during the calendar year to this Plan, and any other
               plan maintained by the Employer, reduced by any corrective
               distribution of Excess Deferrals the Participant receives during
               the calendar year from this Plan or other plan(s) maintained by
               the Employer. Excess Deferrals that are distributed after April
               15 are includible in the Participant's gross income in both the
               taxable year in which deferred and the taxable year in which
               distributed.

               (i)  Allocable gain or loss. A corrective distribution of Excess
                    Deferrals must include any allocable gain or loss for the
                    calendar year in which the Excess Deferrals are made. For
                    this purpose, allocable gain or loss on Excess Deferrals may
                    be determined in any reasonable manner, provided the manner
                    used to determine allocable gain or loss is applied
                    uniformly and in a manner that is reasonably reflective of
                    the method used by the Plan for allocating income to
                    Participants' Accounts.

               (ii) Coordination with other provisions. A corrective
                    distribution of Excess Deferrals made by April 15 of the
                    following calendar year may be made without consent of the
                    Participant or the Participant's spouse, and without regard
                    to any distribution restrictions

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                    applicable under Article 8 or Article 9. A corrective
                    distribution of Excess Deferrals made by the appropriate
                    April 15 also is not treated as a distribution for purposes
                    of applying the required minimum distribution rules under
                    Article 10.

               (iii) Coordination with corrective distribution of Excess
                    Contributions. If a Participant for whom a corrective
                    distribution of Excess Deferrals is being made received a
                    previous corrective distribution of Excess Contributions to
                    correct the ADP Test for the Plan Year beginning with or
                    within the calendar year for which the Participant made the
                    Excess Deferrals, the previous corrective distribution of
                    Excess Contributions is treated first as a corrective
                    distribution of Excess Deferrals to the extent necessary to
                    eliminate the Excess Deferral violation. The amount of the
                    corrective distribution of Excess Contributions which is
                    required to correct the ADP Test failure is reduced by the
                    amount treated as a corrective distribution of Excess
                    Deferrals.

          (3)  Correction of Excess Deferrals under plans not maintained by the
               Employer. The correction provisions under subsections (1) and (2)
               above apply only if a Participant makes Excess Deferrals under
               plans maintained by the Employer. However, if a Participant has
               Excess Deferrals because the total Elective Deferrals for a
               calendar year under all plans in which he/she participates,
               including plans that are not maintained by the Employer, exceed
               the dollar limitation under Code (S)402(g), the Participant may
               assign to this Plan any portion of the Excess Deferrals made
               during the calendar year. The Participant must notify the Plan
               Administrator in writing on or before March 1 of the following
               calendar year of the amount of the Excess Deferrals to be
               assigned to this Plan. Upon receipt of a timely notification, the
               Excess Deferrals assigned to this Plan will be distributed (along
               with any allocable income or loss) to the Participant in
               accordance with the corrective distribution provisions under
               subsection (2) above. A Participant is deemed to notify the Plan
               Administrator of Excess Deferrals to the extent such Excess
               Deferrals arise only under this Plan and any other plan
               maintained by the Employer.

17.2 Nondiscrimination Testing of Section 401(k) Deferrals - ADP Test. Except as
     provided under Section 17.6 for Safe Harbor 401(k) Plans, the Section
     401(k) Deferrals made by Highly Compensated Employees must satisfy the
     Actual Deferral Percentage Test ("ADP Test") for each Plan Year. The Plan
     Administrator shall maintain records sufficient to demonstrate satisfaction
     of the ADP Test, including the amount of any QNECs or QMACs included in
     such test, pursuant to subsection (c) below. If the Plan fails the ADP Test
     for any Plan Year, the corrective provisions under subsection (d) below
     will apply.

     (a)  ADP Test testing methods. For Plan Years beginning on or after January
          1, 1997, the ADP Test will be performed using the Prior Year Testing
          Method or Current Year Testing Method, as selected under Part 4F, #31
          of the Agreement. If the Employer does not select a testing method
          under Part 4F, #31 of the Agreement, the Plan will use the Current
          Year Testing Method. Unless specifically precluded under statute,
          regulations or other IRS guidance, the Employer may amend the testing
          method designated under Part 4F for a particular Plan Year (subject to
          the requirements under subsection (2) below) at any time through the
          end of the 12-month period following the Plan Year for which the
          amendment is effective. (For Plan Years beginning before January 1,
          1997, the Current Year Testing Method is deemed to have been in
          effect.)

          (1)  Prior Year Testing Method. Under the Prior Year Testing Method,
               the Average Deferral Percentage ("ADP") of the Highly Compensated
               Employee Group (as defined in Section 17.7(e)) for the current
               Plan Year is compared with the ADP of the Nonhighly Compensated
               Employee Group (as defined in Section 17.7(f)) for the prior Plan
               Year. If the Employer elects to use the Prior Year Testing Method
               under Part 4F of the Agreement, the Plan must satisfy one of the
               following tests for each Plan Year:

               (i)  The ADP of the Highly Compensated Employee Group for the
                    current Plan Year shall not exceed 1.25 times the ADP of the
                    Nonhighly Compensated Employee Group for the prior Plan
                    Year.

               (ii) The ADP of the Highly Compensated Employee Group for the
                    current Plan Year shall not exceed the percentage (whichever
                    is less) determined by (A) adding 2 percentage points to the
                    ADP of the Nonhighly Compensated Employee Group for the
                    prior Plan Year or (B) multiplying the ADP of the Nonhighly
                    Compensated Employee Group for the prior Plan Year by 2.

          (2)  Current Year Testing Method. Under the Current Year Testing
               Method, the ADP of the Highly Compensated Employee Group for the
               current Plan Year is compared to the ADP of the Nonhighly
               Compensated Employee Group for the current Plan Year. If the
               Employer elects to use the Current Year Testing Method under Part
               4F of the Agreement, the Plan must satisfy the ADP Test, as
               described in subsection (1) above, for each Plan Year, but using
               the ADP of the Nonhighly
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               Compensated Employee Group for the current Plan Year instead of
               for the prior Plan Year. If the Employer elects to use the
               Current Year Testing Method, it may switch to the Prior Year
               Testing Method only if the Plan satisfies the requirements for
               changing to the Prior Year Testing Method as set forth in IRS
               Notice 98-1 (or superseding guidance).

     (b)  Special rule for first Plan Year. For the first Plan Year that the
          Plan permits Section 401(k) Deferrals, the Employer may elect under
          Part 4F, #32.a. of the Agreement to apply the ADP Test using the Prior
          Year Testing Method, by assuming the ADP for the Nonhighly Compensated
          Employee Group is 3%. Alternatively, the Employer may elect in Part
          4F, #32.b. of the Agreement to use the Current Year Testing Method
          using the actual data for the Nonhighly Compensated Employee Group in
          the first Plan Year. This first Plan Year rule does not apply if this
          Plan is a successor to a plan (as described in IRS Notice 98-1 or
          subsequent guidance) that included a 401(k) arrangement or the Plan is
          aggregated for purposes of applying the ADP Test with another plan
          that included a 401(k) arrangement in the prior Plan Year. For
          subsequent Plan Years, the testing method selected under Part 4F, #31
          will apply.

     (c)  Use of QMACs and QNECs under the ADP Test. The Plan Administrator may
          take into account all or any portion of QMACs and QNECs (see Sections
          17.7(g) and (h)) for purposes of applying the ADP Test. QMACs and
          QNECs may not be included in the ADP Test to the extent such amounts
          are included in the ACP Test for such Plan Year. QMACs and QNECs made
          to another qualified plan maintained by the Employer may also be taken
          into account, so long as the other plan has the same Plan Year as this
          Plan. To include QNECs under the ADP Test, all Employer Nonelective
          Contributions, including the QNECs, must satisfy Code (S)401(a)(4). In
          addition, the Employer Nonelective Contributions, excluding any QNECs
          used in the ADP Test or ACP Test, must also satisfy Code (S)401(a)(4).

          (1)  Timing of contributions. In order to be used in the ADP Test for
               a given Plan Year, QNECs and QMACs must be made before the end of
               the 12-month period immediately following the Plan Year for which
               they are allocated. If the Employer is using the Prior Year
               Testing Method (as described in subsection (a)(1) above), QMACs
               and QNECs taken into account for the Nonhighly Compensated
               Employee Group must be allocated for the prior Plan Year, and
               must be made no later than the end of the 12-month period
               immediately following the end of such prior Plan Year. (See
               Section 7.4(a) for rules regarding the appropriate Limitation
               Year for which such contributions will be applied for purposes of
               the Annual Additions Limitation under Code (S)415.)

          (2)  Double-counting limits. This paragraph applies if, in any Plan
               Year beginning after December 31, 1998, the Prior Year Testing
               Method is used to run the ADP Test and, in the prior Plan Year,
               the Current Year Testing Method was used to run the ADP Test. If
               this paragraph applies, the following contributions are
               disregarded in calculating the ADP of the Nonhighly Compensated
               Employee Group for the prior Plan Year:

               (i)  All QNECs that were included in either the ADP Test or ACP
                    Test for the prior Plan Year.

               (ii) All QMACs, regardless of how used for testing purposes in
                    the prior Plan Year.

               (iii) Any Section 401(k) Deferrals that were included in the ACP
                    Test for the prior Plan Year.

               For purposes of applying the double-counting limits, if actual
               data of the Nonhighly Compensated Employee Group is used for a
               first Plan Year described in subsection (b) above, the Plan is
               still considered to be using the Prior Year Testing Method for
               that first Plan Year. Thus, the double-counting limits do not
               apply if the Prior Year Testing Method is used for the next Plan
               Year.

          (3)  Testing flexibility. The Plan Administrator is expressly granted
               the full flexibility permitted by applicable Treasury regulations
               to determine the amount of QMACs and QNECs used in the ADP Test.
               QMACs and QNECs taken into account under the ADP Test do not have
               to be uniformly determined for each Eligible Participant, and may
               represent all or any portion of the QMACs and QNECs allocated to
               each Eligible Participant, provided the conditions described
               above are satisfied.

     (d)  Correction of Excess Contributions. If the Plan fails the ADP Test for
          a Plan Year, the Plan Administrator may use any combination of the
          correction methods under this Section to correct the Excess
          Contributions under the Plan. (See Section 17.7(d) for the definition
          of Excess Contributions.)

          (1)  Corrective distribution of Excess Contributions. If the Plan
               fails the ADP Test for a Plan Year, the Plan Administrator may,
               in its discretion, distribute Excess Contributions (including any
               allocable income or loss) no later than the last day of the
               following Plan Year to correct the ADP

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               Test violation. If the Excess 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-percent excise tax will be
               imposed on the Employer with respect to such amounts.

               (i)  Amount to be distributed. In determining the amount of
                    Excess Contributions to be distributed to a Highly
                    Compensated Employee under this Section, Excess
                    Contributions are first allocated equally to the Highly
                    Compensated Employee(s) with the largest dollar amount of
                    contributions taken into account under the ADP Test for the
                    Plan Year in which the excess occurs. The Excess
                    Contributions allocated to such Highly Compensated
                    Employee(s) reduce the dollar amount of the contributions
                    taken into account under the ADP Test for such Highly
                    Compensated Employee(s) until all of the Excess
                    Contributions are allocated or until the dollar amount of
                    such contributions for the Highly Compensated Employee(s) is
                    reduced to the next highest dollar amount of such
                    contributions for any other Highly Compensated Employee(s).
                    If there are Excess Contributions remaining, the Excess
                    Contributions continue to be allocated in this manner until
                    all of the Excess Contributions are allocated.

               (ii) Allocable gain or loss. A corrective distribution of Excess
                    Contributions must include any allocable gain or loss for
                    the Plan Year in which the excess occurs. For this purpose,
                    allocable gain or loss on Excess Contributions may be
                    determined in any reasonable manner, provided the manner
                    used is applied uniformly and in a manner that is reasonably
                    reflective of the method used by the Plan for allocating
                    income to Participants' Accounts.

               (iii) Coordination with other provisions. A corrective
                    distribution of Excess Contributions made by the end of the
                    Plan Year following the Plan Year in which the excess occurs
                    may be made without consent of the Participant or the
                    Participant's spouse, and without regard to any distribution
                    restrictions applicable under Article 8 or Article 9. Excess
                    Contributions are treated as Annual Additions for purposes
                    of Code (S)415 even if distributed from the Plan. A
                    corrective distribution of Excess Contributions is not
                    treated as a distribution for purposes of applying the
                    required minimum distribution rules under Article 10.

                    If a Participant has Excess Deferrals for the calendar year
                    ending with or within the Plan Year for which the
                    Participant receives a corrective distribution of Excess
                    Contributions, the corrective distribution of Excess
                    Contributions is treated first as a corrective distribution
                    of Excess Deferrals. The amount of the corrective
                    distribution of Excess Contributions that must be
                    distributed to correct an ADP Test failure for a Plan Year
                    is reduced by any amount distributed as a corrective
                    distribution of Excess Deferrals for the calendar year
                    ending with or within such Plan Year.

               (iv) Accounting for Excess Contributions. Excess Contributions
                    are distributed from the following sources and in the
                    following priority:

                    (A)  Section 401(k) Deferrals that are not matched;

                    (B)  proportionately from Section 401(k) Deferrals not
                         distributed under (A) and related QMACs that are
                         included in the ADP Test;

                    (C)  QMACs included in the ADP Test that are not distributed
                         under (B); and

                    (D)  QNECs included in the ADP Test.

          (2)  Making QMACs or QNECs. Regardless of any elections under Part 4B,
               #18 or Part 4C, #22 of the Agreement, the Employer may make
               additional QMACs or QNECs to the Plan on behalf of the Nonhighly
               Compensated Employees in order to correct an ADP Test violation.
               QMACs or QNECs may only be used to correct an ADP Test violation
               if the Current Year Testing Method is selected under Part 4F,
               #31.b. of the 401(k) Agreement. Any QMACs contributed under this
               subsection (2) which are not specifically authorized under Part
               4B, #18 of the Agreement will be allocated to all Eligible
               Participants who are Nonhighly Compensated Employees as a uniform
               percentage of Section 401(k) Deferrals made during the Plan Year.
               Any QNECs contributed under this subsection (2) which are not
               specifically authorized under Part 4C, #22 of the Agreement will
               be allocated to all Eligible Participants who are Nonhighly
               Compensated Employees as a uniform percentage of Included
               Compensation. See Sections 2.3(c) and (e), as applicable.

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          (3)  Recharacterization. If Employee After-Tax Contributions are
               permitted under Part 4D of the Agreement, the Plan Administrator,
               in its sole discretion, may permit a Participant to treat any
               Excess Contributions that are allocated to that Participant as if
               he/she received the Excess Contributions as a distribution from
               the Plan and then contributed such amounts to the Plan as
               Employee After-Tax Contributions. Any amounts recharacterized
               under this subsection (3) will be 100% vested at all times.
               Amounts may not be recharacterized by a Highly Compensated
               Employee to the extent that such amount in combination with other
               Employee After-Tax Contributions made by that Participant would
               exceed any limit on Employee After-Tax Contributions under Part
               4D of the Agreement.

               Recharacterization must occur no later than 2 1/2 months after
               the last day of the Plan Year in which such Excess Contributions
               arise and is deemed to occur no earlier than the date the last
               Highly Compensated Employee is informed in writing of the amount
               recharacterized and the consequences thereof. Recharacterized
               amounts will be taxable to the Participant for the Participant's
               taxable year in which the Participant would have received such
               amounts in cash had he/she not deferred such amounts into the
               Plan.

     (e)  Adjustment of deferral rate for Highly Compensated Employees. The
          Employer may suspend (or automatically reduce the rate of) Section
          401(k) Deferrals for the Highly Compensated Employee Group, to the
          extent necessary to satisfy the ADP Test or to reduce the margin of
          failure. A suspension or reduction shall not affect Section 401(k)
          Deferrals already contributed by the Highly Compensated Employees for
          the Plan Year. As of the first day of the subsequent Plan Year,
          Section 401(k) Deferrals shall resume at the levels stated in the
          Salary Reduction Agreements of the Highly Compensated Employees.

17.3 Nondiscrimination Testing of Employer Matching Contributions and Employee
     After-Tax Contributions - ACP Test. Except as provided under Section 17.6
     for Safe Harbor 401(k) Plans, if the Employer elects to provide Employer
     Matching Contributions under Part 4B of the Agreement or to permit Employee
     After-Tax Contributions under Part 4D of the Agreement, the Employer
     Matching Contributions (including QMACs that are not included in the ADP
     Test) and/or Employee After-Tax Contributions made for Highly Compensated
     Employees must satisfy the Actual Contribution Percentage Test ("ACP Test")
     for each Plan Year. The Plan Administrator shall maintain records
     sufficient to demonstrate satisfaction of the ACP Test, including the
     amount of any Section 401(k) Deferrals or QNECs included in such test,
     pursuant to subsection (c) below. If the Plan fails the ACP Test for any
     Plan Year, the correction provisions under subsection (d) below will apply.

     (a)  ACP Test testing methods. For Plan Years beginning on or after January
          1, 1997, the ACP Test will be performed using the Prior Year Testing
          Method or the Current Year Testing Method, as selected under Part 4F,
          #31 of the Agreement. If the Employer does not select a testing method
          under Part 4F, #31 of the Agreement, the Plan will be deemed to use
          the Current Year Testing Method. For Plan Years beginning before
          January 1, 1997, the Current Year Testing Method is deemed to have
          been in effect. If the Plan is a Safe Harbor 401(k) Plan, as
          designated under Part 4E of the Agreement, the Current Year Testing
          Method must be selected.

          (1)  Prior Year Testing Method. Under the Prior Year Testing Method,
               the Average Contribution Percentage ("ACP") of the Highly
               Compensated Employee Group (as defined in Section 17.7(e)) for
               the current Plan Year is compared with the ACP of the Nonhighly
               Compensated Employee Group (as defined in Section 17.7(f)) for
               the prior Plan Year. If the Employer elects to use the Prior Year
               Testing Method under Part 4F of the Agreement, the Plan must
               satisfy one of the following tests for each Plan Year:

               (i)  The ACP of the Highly Compensated Employee Group for the
                    current Plan Year shall not exceed 1.25 times the ACP of the
                    Nonhighly Compensated Employee Group for the prior Plan
                    Year.

               (ii) The ACP of the Highly Compensated Employee Group for the
                    current Plan Year shall not exceed the percentage (whichever
                    is less) determined by (A) adding 2 percentage points to the
                    ACP of the Nonhighly Compensated Employee Group for the
                    prior Plan Year or (B) multiplying the ACP of the Nonhighly
                    Compensated Employee Group for the prior Plan Year by 2.

          (2)  Current Year Testing Method. Under the Current Year Testing
               Method, the ACP of the Highly Compensated Employee Group for the
               current Plan Year is compared to the ACP of the Nonhighly
               Compensated Employee Group for the current Plan Year. If the
               Employer elects to use the Current Year Testing Method under Part
               4F of the Agreement, the Plan must satisfy the ACP Test, as
               described in subsection (1) above, for each Plan Year, but using
               the ACP of the Nonhighly Compensated Employee Group for the
               current Plan Year instead of for the prior Plan Year. If the
               Employer elects to use the Current Year Testing Method, it may
               switch to the Prior Year Testing

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               Method only if the Plan satisfies the requirements for changing
               to the Prior Year Testing Method as set forth in IRS Notice 98-1
               (or superseding guidance).

     (b)  Special rule for first Plan Year. For the first Plan Year that the
          Plan includes either an Employer Matching Contribution formula or
          permits Employee After-Tax Contributions, the Employer may elect under
          Part 4F, #33.a. of the Agreement to apply the ACP Test using the Prior
          Year Testing Method, by assuming the ACP for the Nonhighly Compensated
          Employee Group is 3%. Alternatively, the Employer may elect in Part
          4F, #33.b. of the Agreement to use the Current Year Testing Method
          using the actual data for the Nonhighly Compensated Employee Group in
          the first Plan Year. This first Plan Year rule does not apply if this
          Plan is a successor to a plan that was subject to the ACP Test or if
          the Plan is aggregated for purposes of applying the ACP Test with
          another plan that was subject to the ACP test in the prior Plan Year.
          For subsequent Plan Years, the testing method selected under Part 4F,
          #31 will apply.

     (c)  Use of Section 401(k) Deferrals and QNECs under the ACP Test. The Plan
          Administrator may take into account all or any portion of Section
          401(k) Deferrals and QNECs (see Section 17.7(h)) made to this Plan, or
          to another qualified plan maintained by the Employer, for purposes of
          applying the ACP Test. QNECs may not be included in the ACP Test to
          the extent such amounts are included in the ADP Test for such Plan
          Year. Section 401(k) Deferrals and QNECs made to another qualified
          plan maintained by the Employer may also be taken into account, so
          long as the other plan has the same Plan Year as this Plan. To include
          Section 401(k) Deferrals under the ACP Test, the Plan must satisfy the
          ADP Test taking into account all Section 401(k) Deferrals, including
          those used under the ACP Test, and taking into account only those
          Section 401(k) Deferrals not included in the ACP Test. To include
          QNECs under the ACP Test, all Employer Nonelective Contributions,
          including the QNECs, must satisfy Code (S)401(a)(4). In addition, the
          Employer Nonelective Contributions, excluding any QNECs used in the
          ADP Test or ACP Test, must also satisfy Code (S)401(a)(4). QNECs may
          only be used to correct an ACP Test violation if the Current Year
          Testing Method is selected under Part 4F, #31.b. of the 401(k)
          Agreement.

          (1)  Timing of contributions. In order to be used in the ACP Test for
               a given Plan Year, QNECs must be made before the end of the
               12-month period immediately following the Plan Year for which
               they are allocated. If the Employer is using the Prior Year
               Testing Method (as described in subsection (a)(1) above), QNECs
               taken into account for the Nonhighly Compensated Employee Group
               must be allocated for the prior Plan Year, and must be made no
               later than the end of the 12-month period immediately following
               such Plan Year. (See Section 7.4(a) for rules regarding the
               appropriate Limitation Year for which such contributions will be
               applied for purposes of the Annual Additions Limitation under
               Code (S)415.)

          (2)  Double-counting limits. This paragraph applies if, in any Plan
               Year beginning after December 31, 1998, the Prior Year Testing
               Method is used to run the ACP Test and, in the prior Plan Year,
               the Current Year Testing Method was used to run the ACP Test. If
               this paragraph applies, the following contributions are
               disregarded in calculating the ACP of the Nonhighly Compensated
               Employee Group for the prior Plan Year:

               (i)  All QNECs that were included in either the ADP Test or ACP
                    Test for the prior Plan Year.

               (ii) All Section 401(k) Deferrals, regardless of how used for
                    testing purposes in the prior Plan Year.

               (iii) Any QMACs that were included in the ADP Test for the prior
                    Plan Year.

               For purposes of applying the double-counting limits, if actual
               data of the Nonhighly Compensated Employee Group is used for a
               first Plan Year described in subsection (b) above, the Plan is
               still considered to be using the Prior Year Testing Method for
               that first Plan Year. Thus, the double-counting limits do not
               apply if the Prior Year Testing Method is used for the next Plan
               Year.

          (3)  Testing flexibility. The Plan Administrator is expressly granted
               the full flexibility permitted by applicable Treasury regulations
               to determine the amount of Section 401(k) Deferrals and QNECs
               used in the ACP Test. Section 401(k) Deferrals and QNECs taken
               into account under the ACP Test do not have to be uniformly
               determined for each Eligible Participant, and may represent all
               or any portion of the Section 401(k) Deferrals and QNECs
               allocated to each Eligible Participant, provided the conditions
               described above are satisfied. For Plan Years beginning after the
               first Plan Year.

     (d)  Correction of Excess Aggregate Contributions. If the Plan fails the
          ACP Test for a Plan Year, the Plan Administrator may use any
          combination of the correction methods under this Section to correct
          the Excess

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          Aggregate Contributions under the Plan. (See Section 17.7(c) for the
          definition of Excess Aggregate Contributions.)

          (1)  Corrective distribution of Excess Aggregate Contributions. If the
               Plan fails the ACP Test for a Plan Year, the Plan Administrator
               may, in its discretion, distribute Excess Aggregate Contributions
               (including any allocable income or loss) no later than the last
               day of the following Plan Year to correct the ACP Test violation.
               Excess Aggregate Contributions will be distributed only to the
               extent they are vested under Article 4, determined as of the last
               day of the Plan Year for which the contributions are made to the
               Plan. To the extent Excess Aggregate Contributions are not
               vested, the Excess Aggregate Contributions, plus any income and
               minus any loss allocable thereto, shall be forfeited in
               accordance with Section 5.3(d)(1). If the 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-percent excise tax will be imposed on the Employer with
               respect to such amounts.

               (i)  Amount to be distributed. In determining the amount of
                    Excess Aggregate Contributions to be distributed to a Highly
                    Compensated Employee under this Section, Excess Aggregate
                    Contributions are first allocated equally to the Highly
                    Compensated Employee(s) with the largest dollar amount of
                    contributions taken into account under the ACP Test for the
                    Plan Year in which the excess occurs. The Excess Aggregate
                    Contributions allocated to such Highly Compensated
                    Employee(s) reduce the dollar amount of the contributions
                    taken into account under the ACP Test for such Highly
                    Compensated Employee(s) until all of the Excess Aggregate
                    Contributions are allocated or until the dollar amount of
                    such contributions for the Highly Compensated Employee(s) is
                    reduced to the next highest dollar amount of such
                    contributions for any other Highly Compensated Employee(s).
                    If there are Excess Aggregate Contributions remaining, the
                    Excess Aggregate Contributions continue to be allocated in
                    this manner until all of the Excess Aggregate Contributions
                    are allocated.

               (ii) Allocable gain or loss. A corrective distribution of Excess
                    Aggregate Contributions must include any allocable gain or
                    loss for the Plan Year in which the excess occurs. For this
                    purpose, allocable gain or loss on Excess Aggregate
                    Contributions may be determined in any reasonable manner,
                    provided the manner used is applied uniformly and in a
                    manner that is reasonably reflective of the method used by
                    the Plan for allocating income to Participants' Accounts.

               (iii) Coordination with other provisions. A corrective
                    distribution of Excess Aggregate Contributions made by the
                    end of the Plan Year following the Plan Year in which the
                    excess occurs may be made without consent of the Participant
                    or the Participant's spouse, and without regard to any
                    distribution restrictions applicable under Article 8 or
                    Article 9. Excess Aggregate Contributions are treated as
                    Annual Additions for purposes of Code (S)415 even if
                    distributed from the Plan. A corrective distribution of
                    Excess Aggregate Contributions is not treated as a
                    distribution for purposes of applying the required minimum
                    distribution rules under Article 10.

               (iv) Accounting for Excess Aggregate Contributions. Excess
                    Aggregate Contributions are distributed from the following
                    sources and in the following priority:

                    (A)  Employee After-Tax Contributions that are not matched;

                    (B)  proportionately from Employee After-Tax Contributions
                         not distributed under (A) and related Employer Matching
                         Contributions that are included in the ACP Test;

                    (C)  Employer Matching Contributions included in the ACP
                         Test that are not distributed under (B);

                    (D)  Section 401(k) Deferrals included in the ACP Test that
                         are not matched;

                    (E)  proportionately from Section 401(k) Deferrals included
                         in the ACP Test that are not distributed under (D) and
                         related Employer Matching Contributions that are
                         included in the ACP Test and not distributed under (B)
                         or (C); and

                    (F)  QNECs included in the ACP Test.

          (2)  Making QMACs or QNECs. Regardless of any elections under Part 4B,
               #18 or Part 4C, #22 of the Agreement, the Employer may make
               additional QMACs and/or QNECs to the Plan on behalf of

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               the Nonhighly Compensated Employees in order to correct an ACP
               Test violation to the extent such amounts are not used in the ADP
               Test. Any QMACs contributed under this subsection (2) which are
               not specifically authorized under Part 4B, #18 of the Agreement
               will be allocated to all Eligible Participants who are Nonhighly
               Compensated Employees as a uniform percentage of Section 401(k)
               Deferrals made during the Plan Year. Any QNECs contributed under
               this subsection (2) which are not specifically authorized under
               Part 4C, #22 of the Agreement will be allocated to all Eligible
               Participants who are Nonhighly Compensated Employees as a uniform
               percentage of Included Compensation. See Sections 2.3(c) and (e),
               as applicable.

     (e)  Adjustment of contribution rate for Highly Compensated Employees. The
          Employer may suspend (or automatically reduce the rate of) Employee
          After-Tax Contributions for the Highly Compensated Employee Group, to
          the extent necessary to satisfy the ACP Test or to reduce the margin
          of failure. A suspension or reduction shall not affect Employee
          After-Tax Contributions already contributed by the Highly Compensated
          Employees for the Plan Year. As of the first day of the subsequent
          Plan Year, Employee After-Tax Contributions shall resume at the levels
          elected by the Highly Compensated Employees.

17.4 Multiple Use Test. If both an ADP Test and an ACP Test are run for the Plan
     Year, and the Plan does not pass the 1.25 test under either the ADP Test or
     the ACP Test, the Plan must satisfy a special Multiple Use Test, unless
     such Multiple Use Test is repealed or modified by statute, or other IRS
     guidance.

     (a)  Aggregate Limit. Under the Multiple Use Test, the sum of the ADP and
          the ACP for the Highly Compensated Employee Group may not exceed the
          Plan's Aggregate Limit. For this purpose, the ADP and ACP of the
          Highly Compensated Employees are determined after any corrections
          required to meet the ADP and ACP tests and are deemed to be the
          maximum permitted under such tests for the Plan Year. In applying the
          Multiple Use Test, the Plan's Aggregate Limit is the sum of (1) and
          (2):

          (1)  1.25 times the greater of: (i) the ADP of the Nonhighly
               Compensated Employee Group or (ii) the ACP of the Nonhighly
               Compensated Employee Group; and

          (2)  the lesser of 2 times or 2 plus the lesser of: (i) the ADP of the
               Nonhighly Compensated Employee Group or (ii) the ACP of the
               Nonhighly Compensated Employee Group.

          Alternatively, if it results in a larger amount, the Aggregate Limit
          is the sum of (3) and (4):

          (3)  1.25 times the lesser of: (i) the ADP of the Nonhighly
               Compensated Employee Group or (ii) the ACP of the Nonhighly
               Compensated Employee Group; and

          (4)  the lesser of 2 times or 2 plus the greater of: (i) the ADP of
               the Nonhighly Compensated Employee Group or (ii) the ACP of the
               Nonhighly Compensated Employee Group.

          The Aggregate Limit is calculated using the ADP and ACP of the
          Nonhighly Compensated Employee Group that is used in performing the
          ADP Test and ACP Test for the Plan Year. Thus, if the Prior Year
          Testing Method is being used, the Aggregate Limit is calculated by
          using the applicable percentage of the Nonhighly Compensated Employee
          Group for the prior Plan Year. If the Current Year Testing Method is
          being used, the Aggregate Limit is calculated by using the applicable
          percentage of the Nonhighly Compensated Employee Group for the current
          Plan Year.

     (b)  Correction of the Multiple Use Test. If the Multiple Use Test is not
          passed, the following corrective action will be taken.

          (1)  Corrective distributions. The Plan will make corrective
               distributions (or additional corrective distributions, if
               corrective distributions are already being made to correct a
               violation of the ADP Test or ACP Test), to the extent other
               corrective action is not taken or such other action is not
               sufficient to completely eliminate the Multiple Use Test
               violation. Such corrective distributions may be determined as if
               they were being made to correct a violation of the ADP Test or a
               violation of the ACP Test, or a combination of both, as
               determined by the Plan Administrator. Any corrective distribution
               that is treated as if it were correcting a violation of the ADP
               Test will be determined under the rules described in Section
               17.2(d). Any corrective distribution that is treated as if it
               were correcting a violation of the ACP Test will be determined
               under the rules described in Section 17.3(d).

          (2)  Making QMACs or QNECs. Regardless of any elections under Part 4B,
               #18 or Part 4C, #22 of the Agreement, the Employer may make
               additional QMACs or QNECs, so that the resulting ADP and/or ACP
               of the Nonhighly Compensated Employee Group is increased to the
               extent necessary to satisfy the Multiple Use Test. Any QMACs
               contributed under this subsection (2) which are not specifically
               authorized under Part 4B, #18 of the Agreement will be allocated
               to all Eligible

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               Participants who are Nonhighly Compensated Employees as a uniform
               percentage of Section 401(k) Deferrals made during the Plan Year.
               Any QNECs contributed under'this subsection (2) which are not
               specifically authorized under Part 4C, #22 of the Agreement will
               be allocated to all Eligible Participants who are Nonhighly
               Compensated Employees as a uniform percentage of Included
               Compensation. See Sections 2.3(c) and (e), as applicable.

17.5 Special Testing Rules. This Section describes special testing rules that
     apply to the ADP Test or the ACP Test. In some cases, the special testing
     rule is optional, in which case, the election to use such rule is solely
     within the discretion of the Plan Administrator.

     (a)  Special rule for determining ADP and ACP of Highly Compensated
          Employee Group. When calculating the ADP or ACP of the Highly
          Compensated Employee Group for any Plan Year, a Highly Compensated
          Employee's Section 401(k) Deferrals, Employee After-Tax Contributions,
          and Employer Matching Contributions under all qualified plans
          maintained by the Employer are taken into account as if such
          contributions were made to a single plan. If the plans have different
          Plan Years, the contributions made in all Plan Years that end in the
          same calendar year are aggregated under this paragraph. This
          aggregation rule does not apply to plans that are required to be
          disaggregated under Code (S)410(b).

     (b)  Aggregation of plans. When calculating the ADP Test and the ACP Test,
          plans that are permissively aggregated for coverage and
          nondiscrimination testing purposes are treated as a single plan. This
          aggregation rule applies to determine the ADP or ACP of both the
          Highly Compensated Employee Group and the Nonhighly Compensated
          Employee Group. Any adjustments to the ADP of the Nonhighly
          Compensated Employee Group for the prior year will be made in
          accordance with Notice 98-1 and any superseding guidance, unless the
          Employer has elected in Part 4F, #31.b. of the 401(k) Agreement to
          use the Current Year Testing Method. Aggregation described in this
          paragraph is not permitted unless all plans being aggregated have the
          same Plan Year and use the same testing method for the applicable
          test.

     (c)  Disaggregation of plans.

          (1)  Plans covering Union Employees and non-Union Employees. If the
               Plan covers Union Employees and non-Union Employees, the Plan is
               mandatorily disaggregated for purposes of applying the ADP Test
               and the ACP Test into two separate plans, one covering the Union
               Employees and one covering the non-Union Employees. A separate
               ADP Test must be applied for each disaggregated portion of the
               Plan in accordance with applicable Treasury regulations. A
               separate ACP Test must be applied to the disaggregated portion of
               the Plan that covers the non-Union Employees. The disaggregated
               portion of the Plan that includes the Union Employees is deemed
               to pass the ACP Test.

          (2)  Otherwise excludable Employees. If the minimum coverage test
               under Code (S)410(b) is performed by disaggregating "otherwise
               excludable Employees" (i.e., Employees who have not satisfied the
               maximum age 21 and one Year of Service eligibility conditions
               permitted under Code (S)410(a)), then the Plan is treated as two
               separate plans, one benefiting the otherwise excludable Employees
               and the other benefiting Employees who have satisfied the maximum
               age and service eligibility conditions. If such disaggregation
               applies, the following operating rules apply to the ADP Test and
               the ACP Test.

               (i)  For Plan Years beginning before January 1, 1999, the ADP
                    Test and the ACP Test are applied separately for each
                    disaggregated plan. If there are no Highly Compensated
                    Employees benefiting under a disaggregated plan, then no ADP
                    Test or ACP Test is required for such plan.

               (ii) For Plan Years beginning after December 31, 1998, instead of
                    the rule under subsection (i), only the disaggregated plan
                    that benefits the Employees who have satisfied the maximum
                    age and service eligibility conditions permitted under Code
                    (S)410(a) is subject to the ADP Test and the ACP Test.
                    However, any Highly Compensated Employee who is benefiting
                    under the disaggregated plan that includes the otherwise
                    excludable Employees is taken into account in such tests.
                    The Employer may elect to apply the rule in subsection (i)
                    instead.

          (3)  Corrective action for disaggregated plans. Any corrective action
               authorized by this Article may be determined separately with
               respect to each disaggregated portion of the Plan. A corrective
               action taken with respect to a disaggregated portion of the Plan
               need not be consistent with the method of correction (if any)
               used for another disaggregated portion of the Plan. In the case
               of a Nonstandardized Agreement, to the extent the Agreement
               authorizes the Employer to make discretionary QNECs or
               discretionary QMACs, the Employer is expressly permitted to
               designate

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               such QNECs or QMACs as allocable only to Eligible Participants in
               a particular disaggregated portion of the Plan.

     (d)  Special rules for the Prior Year Testing Method. If the Plan uses the
          Prior Year Testing Method, and an election made under subsection (b)
          or (c) above is inconsistent with the election made in the prior Plan
          Year, the plan coverage change rules described in IRS Notice 98-1 (or
          other successor guidance) will apply in determining the ADP and ACP
          for the Nonhighly Compensated Employee Group.

17.6 Safe Harbor 401(k) Plan Provisions. For Plan Years beginning after December
     31, 1998, the ADP Test described in Section 17.2 is deemed to be satisfied
     for any Plan Year in which the Plan qualifies as a Safe Harbor 401(k) Plan.
     In addition, if Employer Matching Contributions are made for such Plan
     Year, the ACP Test is deemed satisfied with respect to such contributions
     if the conditions of subsection (c) below are satisfied. To qualify as a
     Safe Harbor 401(k) Plan, the requirements under this Section 17.6 must be
     satisfied for the entire Plan Year. This Section contains the rules that
     must be met for the Plan to qualify as a Safe Harbor 401(k) Plan.

     Part 4E of the Agreement allows the Employer to designate the manner in
     which it will comply with the safe harbor requirements. If the Employer
     wishes to designate the Plan as a Safe Harbor 401(k) Plan, it should
     complete Part 4E of the Agreement. The safe harbor provisions described in
     this Section are not applicable unless the Plan is identified as a Safe
     Harbor 401(k) Plan under Part 4E. The election under Part 4E to be a Safe
     Harbor 401(k) Plan is effective for all Plan Years beginning with the
     Effective Date of the Plan (or January 1. 1999, if later) unless the
     Employer elects otherwise under Appendix B-5.b. of the Agreement. In
     addition, to qualify as a Safe Harbor 401(k) Plan, the Current Year Testing
     Method (as described in Section 17.3(a)(2)) must be elected under Part 4F,
     #31 of the Agreement. (See Section 20.7 for rules regarding the application
     of the Safe Harbor 401(k) Plan provisions for Plan Years beginning before
     the date this Plan is adopted.)

     (a)  Safe harbor conditions. To qualify as a Safe Harbor 401(k) Plan, the
          Plan must satisfy the requirements under subsections (1), (2), (3) and
          (4) below.

          (1)  Safe Harbor Contribution. The Employer must provide a Safe Harbor
               Matching Contribution or a Safe Harbor Nonelective Contribution
               under the Plan. The Employer must designate the type and amount
               of the Safe Harbor Contribution under Part 4E of the Agreement.
               The Safe Harbor Contribution must be made to the Plan no later
               than 12 months following the close of the Plan Year for which it
               is being used to qualify the Plan as a Safe Harbor 401(k) Plan.

               The Employer may elect under Part 4E, #30 of the Agreement to
               provide the Safe Harbor Contribution to all Eligible Participants
               or only to Eligible Participants who are Nonhighly Compensated
               Employees. Alternatively, the Employer may elect under Part 4E,
               #30.c. to provide the Safe Harbor Contribution to all Nonhighly
               Compensated Employees who are Eligible Participants and all
               Highly Compensated Employees who are Eligible Participants but
               who are not Key Employees. This permits a Plan providing the Safe
               Harbor Nonelective Contribution to use such amounts to satisfy
               the top-heavy minimum contribution requirements under Article 16.

               In determining who is an Eligible Participant for purposes of the
               Safe Harbor Contribution, the eligibility conditions applicable
               to Section 401(k) Deferrals under Part 1, #5 of the Agreement
               apply. However, the Employer may elect under Part 4E, #30.d. to
               apply a one Year of Service (as defined in Section 1.4(b)) and an
               age 21 eligibility condition for the Safe Harbor Contribution,
               regardless of the eligibility conditions selected for Section
               401(k) Deferrals under Part 1, #5 of the Agreement. Unless
               elected otherwise under Part 2, #8.f., column (1) of the
               Nonstandardized Agreement, the special eligibility rule under
               Part 4E, #30.d. will be applied as if the Employer elected under
               Part 2, #7.a., column (1) and Part 2, #8.a., column (1) of the
               Agreement to use semi-annual Entry Dates following completion of
               the minimum age and service conditions. If different eligibility
               conditions are selected for the Safe Harbor Contribution,
               additional testing requirements may apply in accordance with IRS
               Notice 2000-3.

               (i)  Safe Harbor Matching Contribution. The Employer may elect
                    under Part 4E, #27 of the Agreement to make the Safe Harbor
                    Matching Contribution with respect to each Eligible
                    Participant's applicable contributions. For this purpose, an
                    Eligible Participant's applicable contributions are the
                    total Section 401(k) Deferrals and Employee After-Tax
                    Contributions the Eligible Participant makes under the Plan.
                    However, the Employer may elect under Part 4E, #27.d. to
                    exclude Employee After-Tax Contributions from the definition
                    of applicable contributions for purposes of applying the
                    Safe Harbor Matching Contribution formula.

                    The Safe Harbor Matching Contribution may be made under a
                    basic formula or an enhanced formula. The basic formula
                    under Part 4E, #27.a. provides an Employer Matching
                    Contribution that equals:

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                    (A)  100% of the amount of a Participant's applicable
                         contributions that do not exceed 3% of the
                         Participant's Included Compensation, plus

                    (B)  50% of the amount of a Participant's applicable
                         contributions that exceed 3%, but do not exceed 5%, of
                         the Participant's Included Compensation.

                    The enhanced formula under Part 4E, #27.b. provides an
                    Employer Matching Contribution that is not less, at each
                    level of applicable contributions, than the amount required
                    under the basic formula. Under the enhanced formula, the
                    rate of Employer Matching Contributions may not increase as
                    an Employee's rate of applicable contributions increase.

                    The Plan will not fail to be a Safe Harbor 401(k) Plan
                    merely because Highly Compensated Employees also receive a
                    contribution under the Plan. However, an Employer Matching
                    Contribution will not satisfy this Section if any Highly
                    Compensated Employee is eligible for a higher rate of
                    Employer Matching Contribution than is provided for any
                    Nonhighly Compensated Employee who has the same rate of
                    applicable contributions.

                    In applying the Safe Harbor Matching Contribution formula
                    under Part 4E, #27 of the Agreement, the Employer may elect
                    under Part 4E, #27.c.(1) to determine the Safe Harbor
                    Matching Contribution on the basis of all applicable
                    contributions a Participant makes during the Plan Year.
                    Alternatively, the Employer may elect under Part 4E,
                    #27.c.(2) - (4) to determine the Safe Harbor Matching
                    Contribution on a payroll, monthly, or quarterly basis. If
                    the Employer elects to use a period other than the Plan
                    Year, the Safe Harbor Matching Contribution with respect to
                    a payroll period must be deposited into the Plan by the last
                    day of the Plan Year quarter following the Plan Year quarter
                    for which the applicable contributions are made.

                    In addition to the Safe Harbor Matching Contribution, an
                    Employer may elect under Part 4B of the Agreement to make
                    Employer Matching Contributions that are subject to the
                    normal vesting schedule and distribution rules applicable to
                    Employer Matching Contributions. See subsection (c) below
                    for a discussion of the effect of such additional Employer
                    Matching Contributions on the ACP Test.

                    The Employer may amend the Plan during the Plan Year to
                    reduce or eliminate the Safe Harbor Matching Contribution
                    elected under Part 4E, #27 of the Agreement, provided a
                    supplemental notice is given to all Eligible Participants
                    explaining the consequences and effective date of the
                    amendment, and that such Eligible Participants have a
                    reasonable opportunity (including a reasonable period) to
                    change their Section 401(k) Deferral and/or Employee
                    After-Tax Contribution elections, as applicable. The
                    amendment reducing or eliminating the Safe Harbor Matching
                    Contribution must be effective no earlier than the later of:
                    (A) 30 days after Eligible Participants are given the
                    supplemental notice or (B) the date the amendment is
                    adopted. Eligible Participants must be given a reasonable
                    opportunity (and reasonable period) prior to the reduction
                    or elimination of the Safe Harbor Matching Contribution to
                    change their Section 401(k) Deferral or Employee After-Tax
                    Contribution elections, as applicable. If the Employer
                    amends the Plan to reduce or eliminate the Safe Harbor
                    Matching Contribution, the Plan is subject to the ADP Test
                    and ACP Test for the entire Plan Year.

               (ii) Safe Harbor Nonelective Contribution. The Employer may elect
                    under Part 4E, #28 of the Agreement to make a Safe Harbor
                    Nonelective Contribution of at least 3% of Included
                    Compensation. The Employer may elect under Part 4E, #28.b.
                    to retain discretion to increase the amount of the Safe
                    Harbor Nonelective Contribution in excess of the percentage
                    designated under Part 4E, #28. In addition, the Employer may
                    provide for additional discretionary Employer Nonelective
                    Contributions under Part 4C of the Agreement (in addition to
                    the Safe Harbor Contribution under this Section) which are
                    subject to the normal vesting schedule and distribution
                    rules applicable to Employer Nonelective Contributions.

                    (A)  Supplemental notice. The Employer may elect under Part
                         4E, #28.a. of the Agreement to provide the Safe Harbor
                         Nonelective Contribution authorized under Part 4E, #28
                         only if the Employer provides a supplemental notice to
                         Participants indicating its intention to provide such
                         Safe Harbor Nonelective Contribution. If Part 4E,
                         #28.a. is selected, to qualify as a Safe Harbor 401(k)

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                         Plan under Part 4E, the Employer must notify its
                         Eligible Employees in the annual notice described in
                         subsection (4) below that the Employer may provide the
                         Safe Harbor Nonelective Contribution authorized under
                         Part 4E, #28 of the Agreement and that a supplemental
                         notice will be provided at least 30 days prior to the
                         last day of the Plan Year if the Employer decides to
                         make the Safe Harbor Nonelective Contribution. The
                         supplemental notice indicating the Employer's intention
                         to make the Safe Harbor Nonelective Contribution must
                         be provided no later than 30 days prior to the last day
                         of the Plan Year for the Plan to qualify as a Safe
                         Harbor 401(k) Plan. If the Employer selects Part 4E,
                         #28.a. of the Agreement but does not provide the
                         supplemental notice in accordance with this paragraph,
                         the Employer is not obligated to make such contribution
                         and the Plan does not qualify as a Safe Harbor 401(k)
                         Plan. The Plan will qualify as a Safe Harbor 401(k)
                         Plan for subsequent Plan Years if the appropriate
                         notices are provided for such years.

                    (B)  Separate Plan. The Employer may elect under Part 4E,
                         #28.c. of the Agreement to provide the Employer
                         Nonelective Contribution under another Defined
                         Contribution Plan maintained by the Employer. The
                         Employer Nonelective Contribution under such other plan
                         must satisfy the conditions under this Section 17.6 for
                         this Plan to qualify as a Safe Harbor 401(k) Plan.
                         Under the Standardized Agreement, the other plan
                         designated under Part 4E, #28.c. must be a Paired Plan
                         as defined in Section 22.132.

                         (I)  Profit sharing plan Agreement. If the Plan
                              designated under Part 4E, #28.c. is a profit
                              sharing plan Agreement under this Prototype Plan,
                              the Employer must select Part 4, #12.f. under the
                              profit sharing plan Nonstandardized Agreement or
                              Part 4, #12.e. under the profit sharing plan
                              Standardized Agreement, as applicable. The
                              Employer may elect to provide other Employer
                              Contributions under Part 4, #12 of the profit
                              sharing plan Agreement, however, the first amounts
                              allocated under the profit sharing plan Agreement
                              will be the Safe Harbor Nonelective Contribution
                              required under the 401(k) plan Agreement. Any
                              Employer Contributions designated under Part 4,
                              #12 of the profit sharing plan Agreement are in
                              addition to the Safe Harbor Contribution required
                              under the 401(k) plan Agreement. (If the only
                              Employer Contribution to be made under the profit
                              sharing plan Agreement is the Safe Harbor
                              Nonelective Contribution, no other selection need
                              be completed under Part 4 of the profit sharing
                              plan Agreement (other than Part 4, #12.f. of the
                              Nonstandardized Agreement or Part 4, #12.e. of
                              the Standardized Agreement, as applicable).)

                              If the Employer elects to provide the Safe Harbor
                              Nonelective Contribution under the profit sharing
                              plan Agreement, the Employer must select either
                              the Pro Rata Allocation Method under Part 4,
                              #13.a. or the Permitted Disparity Method under
                              Part 4, #13.b. of the profit sharing plan
                              Agreement. If the Employer elects the Pro Rata
                              Allocation Method, the first amounts allocated
                              under the Pro Rata Allocation Method will be
                              deemed to be the Safe Harbor Nonelective
                              Contribution as required under the 401(k) plan
                              Agreement. To the extent required under the 401(k)
                              plan Agreement, such amounts are subject to the
                              conditions for Safe Harbor Nonelective
                              Contributions described in subsections (2) - (4)
                              below, without regard to any contrary elections
                              under the Agreement.

                              If the Employer elects the Permitted Disparity
                              Method, the Safe Harbor Nonelective Contribution
                              required under the 401(k) plan Agreement will be
                              allocated before applying the Permitted Disparity
                              Method of allocation. To the extent required under
                              the 401(k) plan Agreement, such amounts are
                              subject to the conditions for Safe Harbor
                              Nonelective Contributions described in subsections
                              (2) - (4) below without regard to any contrary
                              elections under the Agreement. If additional
                              amounts are contributed under the profit sharing
                              plan Agreement, such amounts will be allocated
                              under the Permitted Disparity Method. The Safe
                              Harbor Nonelective Contribution may

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                              not be taken into account in applying the
                              Permitted Disparity Method of allocation.

                         (II) Money purchase plan Agreement. If the Plan
                              designated under Part 4E, #28.c. is a money
                              purchase plan Agreement under this Prototype Plan,
                              the Employer must select Part 4, #12.f. under the
                              money purchase plan Nonstandardized Agreement or
                              Part 4, #12.d. under the money purchase plan
                              Standardized Agreement, as applicable. The
                              Employer may elect to provide other Employer
                              Contributions under Part 4, #12 of the money
                              purchase plan Agreement, however, the first
                              amounts allocated under the money purchase plan
                              Agreement will be the Safe Harbor Nonelective
                              Contribution required under the 401(k) plan
                              Agreement. Any Employer Contributions designated
                              under Part 4, #12 of the money purchase plan
                              Agreement are in addition to the Safe Harbor
                              Contribution. (If the only Employer Contribution
                              to be made under the money purchase plan Agreement
                              is the Safe Harbor Nonelective Contribution, no
                              other need be completed under Part 4 of the money
                              purchase plan Agreement (other than Part 4, #12.f.
                              of the Nonstandardized Agreement or Part 4, #12.d.
                              of the Standardized Agreement, as applicable).)

                              If the Employer elects to make a Safe Harbor
                              Contribution under the money purchase plan
                              Agreement, the first amounts allocated under the
                              Plan will be deemed to be the Safe Harbor
                              Nonelective Contribution as required under the
                              401(k) plan Agreement. Such amounts will be
                              allocated equally to all Eligible Participants as
                              defined under the 401(k) plan Agreement. To the
                              extent required under the 401(k) plan Agreement,
                              such amounts are subject to the conditions for
                              Safe Harbor Nonelective Contributions described in
                              subsections (2) - (4) below, without regard to any
                              contrary elections under the Agreement. If the
                              Employer elects the Permitted Disparity Method of
                              contribution, the Safe Harbor Nonelective
                              Contribution required under the 401(k) plan
                              Agreement will be allocated before applying the
                              Permitted Disparity Method. The Safe Harbor
                              Nonelective Contribution may not be taken into
                              account in applying the Permitted Disparity Method
                              of contribution.

                    (C)  Elimination of Safe Harbor Nonelective Contribution.
                         The Employer may amend the Plan during the Plan Year to
                         reduce or eliminate the Safe Harbor Nonelective
                         Contribution elected under Part 4E of the Agreement.
                         The Employer must notify all Eligible Participants of
                         the amendment and must provide each Eligible
                         Participants with a reasonable opportunity (including a
                         reasonable period) to change their Section 401(k)
                         Deferral and/or Employee After-Tax Contribution
                         elections, as applicable. The amendment reducing or
                         eliminating the Safe Harbor Nonelective Contribution
                         must be effective no earlier than the later of: (A) 30
                         days after Eligible Participants are notified of the
                         amendment or (B) the date the amendment is adopted. If
                         the Employer reduces or eliminates the Safe Harbor
                         Nonelective Contribution during the Plan Year, the Plan
                         is subject to the ADP Test (and ACP Test, if
                         applicable) for the entire Plan Year.

          (2)  Full and immediate vesting. The Safe Harbor Contribution under
               subsection (1) above must be 100% vested, regardless of the
               Employee's length of service, at the time the contribution is
               made to the Plan. Any additional amounts contributed under the
               Plan may be subject to a vesting schedule.

          (3)  Distribution restrictions. Distributions of the Safe Harbor
               Contribution under subsection (1) must be restricted in the same
               manner as Section 401(k) Deferrals under Article 8, except that
               such contributions may not be distributed upon Hardship. See
               Section 8.6(c).

          (4)  Annual notice. Each Eligible Participant under the Plan must
               receive a written notice describing the Participant's rights and
               obligations under the Plan, including a description of: (i) the
               Safe Harbor Contribution formula being used under the Plan; (ii)
               any other contributions under the Plan; (iii) the plan to which
               the Safe Harbor Contributions will be made (if different from
               this Plan); (iv) the type and amount of Included Compensation
               that may be deferred under the Plan; (v) the administrative
               requirements for making and changing Section 401(k) Deferral
               elections; and (vi) the withdrawal and vesting provisions under
               the Plan. For any Plan Year that began in 1999, the

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               notice requirements described in this paragraph are deemed
               satisfied if the notice provided satisfied a reasonable, good
               faith interpretation of the notice requirements under Code
               (S)401(k)(12). (See subsection (1)(ii) above for a special
               supplemental notice that may need to be provided to qualify as a
               Safe Harbor 401(k) Plan.)

               Each Eligible Participant must receive the annual notice within a
               reasonable period before the beginning of the Plan Year (or
               within a reasonable period before an Employee becomes an Eligible
               Participant, if later). For this purpose, an Employee will be
               deemed to have received the notice in a timely manner if the
               Employee receives such notice at least 30 days and no more than
               90 days before the beginning of the Plan Year. For an Employee
               who becomes an Eligible Participant during a Plan Year, the
               notice will be deemed timely if it is provided no more than 90
               days prior to the date the Employee becomes an Eligible
               Participant. For Plan Years that began on or before April 1,
               1999, the notice requirement under this subsection will be
               satisfied if the notice was provided by March 1, 1999. If an
               Employer first designates the Plan as a Safe Harbor 401(k) Plan
               for a Plan Year that begins on or after January 1, 2000 and on or
               before June 1, 2000, the notice requirement under this subsection
               will be satisfied if the notice was provided by May 1, 2000.

     (b)  Deemed compliance with ADP Test. If the Plan satisfies all the
          conditions under subsection (a) above to qualify as a Safe Harbor
          401(k) Plan, the Plan is deemed to satisfy the ADP Test for the Plan
          Year. This Plan will not be deemed to satisfy the ADP Test for a Plan
          Year if an Eligible Participant is covered under another Safe Harbor
          401(k) Plan maintained by the Employer which uses the provisions under
          this Section to comply with the ADP Test.

     (c)  Deemed compliance with ACP Test. If the Plan satisfies all the
          conditions under subsection (a) above to qualify as a Safe Harbor
          401(k) Plan, the Plan is deemed to satisfy the ACP Test for the Plan
          Year with respect to Employer Matching Contributions (including
          Employer Matching Contributions that are not used to qualify as a Safe
          Harbor 401(k) Plan), provided the following conditions are satisfied.
          If the Plan does not satisfy the requirements under this subsection
          (c) for a Plan Year, the Plan must satisfy the ACP Test for such Plan
          Year in accordance with subsection (d) below.

          (1)  Only Employer Matching Contributions are Safe Harbor Matching
               Contributions under basic formula. If the only Employer Matching
               Contribution formula provided under the Plan is a basic safe
               harbor formula under Part 4E, #27.a. of the Agreement, the Plan
               is deemed to satisfy the ACP Test, without regard to the
               conditions under subsections (2) - (5) below.

          (2)  Limit on contributions eligible for Employer Matching
               Contributions. If Employer Matching Contributions are provided
               (other than just Employer Matching Contributions under a basic
               safe harbor formula) the total Employer Matching Contributions
               provided under the Plan (whether or not such Employer Matching
               Contributions are provided under a Safe Harbor Matching
               Contribution formula) must not apply to any Section 401(k)
               Deferrals or Employee After-Tax Contributions that exceed 6% of
               Included Compensation. If an Employer Matching Contribution
               formula applies to both Section 401(k) Deferrals and Employee
               After-Tax Contributions, then the sum of such contributions that
               exceed 6% of Included Compensation must be disregarded under the
               formula.

          (3)  Limit on discretionary Employer Matching Contributions. For Plan
               Years beginning after December 31, 1999, the Plan will not
               satisfy the ACP Safe Harbor if the Employer elects to provide
               discretionary Employer Matching Contributions in addition to the
               Safe Harbor Matching Contribution, unless the Employer limits the
               aggregate amount of such discretionary Employer Matching
               Contributions under Part 4B, #16.b. to no more than 4 percent of
               the Employee's Included Compensation.

          (4)  Rate of Employer Matching Contribution may not increase. The
               Employer Matching Contribution formula may not provide a higher
               rate of match at higher levels of Section 401(k) Deferrals or
               Employee After-Tax Contributions.

          (5)  Limit on Employer Matching Contributions for Highly Compensated
               Employees. The Employer Matching Contributions made for any
               Highly Compensated Employee at any rate of Section 401(k)
               Deferrals and/or Employee After-Tax Contributions cannot be
               greater than the Employer Matching Contributions provided for any
               Nonhighly Compensated Employee at the same rate of Section 401(k)
               Deferrals and/or Employee After-Tax Contributions.

          (6)  Employee After-Tax Contributions. If the Plan permits Employee
               After-Tax Contributions, such contributions must satisfy the ACP
               Test, regardless of whether the Employer Matching Contributions
               under Plan are deemed to satisfy the ACP Test under this
               subsection (c). The ACP Test must be performed in accordance with
               subsection (d) below.

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     (d)  Rules for applying the ACP Test. If the ACP Test must be performed
          under a Safe Harbor 401(k) Plan, either because there are Employee
          After-Tax Contributions, or because the Employer Matching
          Contributions do not satisfy the conditions described in subsection
          (c) above, the Current Year Testing Method must be used to perform
          such test, even if the Agreement specifies that the Prior Year Testing
          Method applies. In addition, the testing rules provided in IRS Notice
          98-52 (or any successor guidance) are applicable in applying the ACP
          Test.

     (e)  Aggregated plans. If the Plan is aggregated with another plan under
          Section 17.5(a) or (b), then the Plan is not a Safe Harbor 401(k) Plan
          unless the conditions of this Section are satisfied on an aggregated
          basis.

     (f)  First year of plan. To qualify as a Safe Harbor 401(k) Plan, the Plan
          Year must be a 12-month period, except for the first year of the Plan,
          in which case the Plan may have a short Plan Year. In no case may the
          Plan have a short Plan Year of less than 3 months.

          If the Plan has an initial Plan Year that is less than 12 months, for
          purposes of applying the Annual Additions Limitation under Article 7,
          the Limitation Year will be the 12-month period ending on the last day
          of the short Plan Year. Thus, no proration of the Defined Contribution
          Dollar Limitation will be required. (See Section 7.4(e).) In addition,
          the Employer's Included Compensation will be determined for the
          12-month period ending on the last day of the short Plan Year.

17.7 Definitions. The following definitions apply for purposes of applying the
     provisions of this Article 17.

     (a)  ACP - Average Contribution Percentage. The ACP for a group is the
          average of the contribution percentages calculated separately for each
          Eligible Participant in the group. An Eligible Participant's
          contribution percentage is the ratio of the contributions made on
          behalf of the Participant that are included under the ACP Test,
          expressed as a percentage of the Participant's Testing Compensation
          for the Plan Year. For this purpose, the contributions included under
          the ACP Test are the sum of the Employee After-Tax Contributions,
          Employer Matching Contributions, and QMACs (to the extent not taken
          into account for purposes of the ADP test) made under the Plan on
          behalf of the Participant for the Plan Year. The ACP may also include
          other contributions as provided in Section 17.3(c), if applicable.

     (b)  ADP - Average Deferral Percentage. The ADP for a group is the average
          of the deferral percentages calculated separately for each Eligible
          Participant in the group. A Participant's deferral percentage is the
          ratio of the Participant's deferral contributions expressed as a
          percentage of the Participants Testing Compensation for the Plan Year.
          For this purpose, a Participant's deferral contributions include any
          Section 401(k) Deferrals made pursuant to the Participant's deferral
          election, including Excess Deferrals of Highly Compensated Employees
          (but excluding Excess Deferrals of Nonhighly Compensated Employees).
          The ADP may also include other contributions as provided in Section
          17.2(c), if applicable.

          In determining a Participant's deferral percentage for the Plan Year,
          a deferral contribution may be taken into account only if such
          contribution is allocated to the Participant's Account as of a date
          within the Plan Year. For this purpose, a deferral contribution may
          only be allocated to a Participant's Account within a particular Plan
          Year if the deferral contribution is actually paid to the Trust no
          later than the end of the 12-month period immediately following that
          Plan Year and the deferral contribution relates to Included
          Compensation that (1) would otherwise have been received by the
          Participant in that Plan Year or (2) is attributable to services
          performed in that Plan Year and would otherwise have been received by
          the Participant within 2 1/2 months after the close of that Plan Year.
          No formal election need be made by the Employer to use the 2 1/2-month
          rule described in the preceding sentence. However, deferral
          contributions may only be taken into account for a single Plan Year.

     (c)  Excess Aggregate Contributions. Excess Aggregate Contributions for a
          Plan Year are the amounts contributed on behalf of the Highly
          Compensated Employees that exceed the maximum amount permitted under
          the ACP Test for such Plan Year. The total dollar amount of Excess
          Aggregate Contributions for a Plan Year is determined by calculating
          the amount that would have to be distributed to the Highly Compensated
          Employees if the distributions were made first to the Highly
          Compensated Employee(s) with the highest contribution percentage until
          either:

          (1)  the adjusted ACP for the Highly Compensated Employee Group would
               reach a percentage that satisfies the ACP Test, or

          (2)  the contribution percentage of the Highly Compensated Employee(s)
               with the next highest contribution percentage would be reached.

          This process is repeated until the adjusted ACP for the Highly
          Compensated Employee Group would satisfy the ACP Test. The total
          dollar amount so determined is then divided among the Highly
          Compensated

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          Employee Group in the manner described in Section 17.3(d)(1) to
          determine the actual corrective distributions to be made.

     (d)  Excess Contributions. Excess Contributions for a Plan Year are the
          amounts taken into account in computing the ADP of the Highly
          Compensated Employees that exceed the maximum amount permitted under
          the ADP Test for such Plan Year. The total dollar amount of Excess
          Contributions for a Plan Year is determined by calculating the amount
          that would have to be distributed to the Highly Compensated Employees
          if the distributions were made first to the Highly Compensated
          Employee(s) with the highest deferral percentage until either:

          (1)  the adjusted ADP for the Highly Compensated Employee Group would
               reach a percentage that satisfies the ADP Test, or

          (2)  the deferral percentage of the Highly Compensated Employee(s)
               with the next highest deferral percentage would be reached.

          This process is repeated until the adjusted ADP for the Highly
          Compensated Employee Group would satisfy the ADP test. The total
          dollar amount so determined is then divided among the Highly
          Compensated Employee Group in the manner described in Section
          17.2(d)(1) to determine the actual corrective distributions to be
          made.

     (e)  Highly Compensated Employee Group. The Highly Compensated Employee
          Group is the group of Eligible Participants who are Highly Compensated
          Employees for the current Plan Year. An Employee who makes a one-time
          irrevocable election not to participate in accordance with Section
          1.10 (if authorized under Part 13, #75 of the Nonstandardized
          Agreement) will not be treated as an Eligible Participant.

     (f)  Nonhighly Compensated Employee Group. The Nonhighly Compensated
          Employee Group is the group of Eligible Participants who are Nonhighly
          Compensated Employees for the applicable Plan Year. If the Prior Year
          Testing Method is selected under Part 4F of the Agreement, the
          Nonhighly Compensated Employee Group is the group of Eligible
          Participants in the prior Plan Year who were Nonhighly Compensated
          Employees for that year. If the Current Year Testing Method is
          selected under Part 4F of the Agreement, the Nonhighly Compensated
          Employee Group is the group of Eligible Participants who are Nonhighly
          Compensated Employees for the current Plan Year. An Employee who makes
          a one-time irrevocable election not to participate in accordance with
          Section 1.10 (if authorized under Part 13, #75 of the Nonstandardized
          Agreement) will not be treated as an Eligible Participant.

     (g)  QMACs - Qualified Matching Contribution. To the extent authorized
          under Part 4B, #18 of the Agreement, QMACs are Employer Matching
          Contributions which are 100% vested when contributed to the Plan and
          are subject to the distribution restrictions applicable to Section
          401(k) Deferrals under Article 8, except that no portion of a
          Participant's QMAC Account may be distributed from the Plan on account
          of Hardship. See Section 8.6(c).

     (h)  QNECs - Qualified Nonelective Contributions. To the extent authorized
          under Part 4C, #22 of the Agreement, QNECs are Employer Nonelective
          Contributions which are 100% vested when contributed to the Plan and
          are subject to the distribution restrictions applicable to Section
          401(k) Deferrals under Article 8, except that no portion of a
          Participant's QNEC Account may be distributed from the Plan on account
          of Hardship. See Section 8.6(c).

     (i)  Testing Compensation. In determining the Testing Compensation used for
          purposes of applying the ADP Test, the ACP Test, and the Multiple Use
          Test, the Plan Administrator is not bound by any elections made under
          Part 3 of the Agreement with respect to Total Compensation or Included
          Compensation under the Plan. The Plan Administrator may determine on
          an annual basis (and within its discretion) the components of Testing
          Compensation for purposes of applying the ADP Test, the ACP Test and
          the Multiple Use Test. Testing Compensation must qualify as a
          nondiscriminatory definition of compensation under Code(S)414(s) and
          the regulations thereunder and must be applied consistently to all
          Participants. Testing Compensation may be determined over the Plan
          Year for which the applicable test is being performed or the calendar
          year ending within such Plan Year. In determining Testing
          Compensation, the Plan Administrator may take into consideration only
          the compensation received while the Employee is an Eligible
          Participant under the component of the Plan being tested. In no event
          may Testing Compensation for any Participant exceed the Compensation
          Dollar Limitation defined in Section 22.32. In determining Testing
          Compensation, the Plan Administrator may exclude amounts paid to an
          individual as severance pay to the extent such amounts are paid after
          the common-law employment relationship between the individual and the
          Employer has terminated, provided such amounts also are excluded in
          determining Total Compensation under 22.197.

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                                   ARTICLE 18
                         PLAN AMENDMENTS AND TERMINATION

This Article contains the rules regarding the ability of the Prototype Sponsor
or Employer to make Plan amendments and the effect of such amendments on the
Plan. This Article also contains the rules for administering the Plan upon
termination and the effect of Plan termination on Participants' benefits and
distribution rights.

18.1 Plan Amendments.

     (a)  Amendment by the Prototype Sponsor. The Prototype Sponsor may amend
          the Prototype Plan on behalf of each adopting Employer who is
          maintaining the Plan at the time of the amendment. An amendment by the
          Prototype Sponsor to the Basic Plan Document does not require consent
          of the adopting Employers, nor does an adopting Employer have to
          reexecute its Agreement with respect to such an amendment. The
          Prototype Sponsor will provide each adopting Employer a copy of the
          amended Basic Plan Document (either by providing substitute or
          additional pages, or by providing a restated Basic Plan Document). An
          amendment by the Prototype Sponsor to any Agreement offered under the
          Prototype Plan is not effective with respect to an Employer's Plan
          unless the Employer reexecutes the amended Agreement.

          If the Prototype Plan is amended by the mass submitter, the mass
          submitter is treated as the agent of the Prototype Sponsor. If the
          Prototype Sponsor does not adopt any amendments made by the mass
          submitter, the Prototype Plan will no longer be identical to or a
          minor modifier of the mass submitter Prototype Plan.

     (b)  Amendment by the Employer. The Employer shall have the right at any
          time to amend the Agreement in the following manner without affecting
          the Plan's status as a Prototype Plan. (The ability to amend the Plan
          as authorized under this Section applies only to the Employer that
          executes the Signature Page of the Agreement. Any amendment to the
          Plan by the Employer under this Section also applies to any Related
          Employer that participates under the Plan as a Co-Sponsor.)

          (1)  The Employer may change any optional selections under the
               Agreement.

          (2)  The Employer may add additional language where authorized under
               the Agreement, including language necessary to satisfy Code
               (S)415 or Code (S)416 due to the aggregation of multiple plans.

          (3)  The Employer may change the administrative selections under Part
               12 of the Agreement by replacing the appropriate page(s) within
               the Agreement. Such amendment does not require reexecution of the
               Signature Page of the Agreement.

          (4)  The Employer may add any model amendments published by the IRS
               which specifically provide that their adoption will not cause the
               Plan to be treated as an individually designed plan.

          (5)  The Employer may adopt any amendments that it deems necessary to
               satisfy the requirements for resolving qualification failures
               under the IRS' compliance resolution programs.

          (6)  The Employer may adopt an amendment to cure a coverage or
               nondiscrimination testing failure, as permitted under applicable
               Treasury regulations.

          The Employer may amend the Plan at any time for any other reason,
          including a waiver of the minimum funding requirement under Code
          (S)412(d). However, such an amendment will cause the Plan to lose its
          status as a Prototype Plan and become an individually designed plan.

          The Employer's amendment of the Plan from one type of Defined
          Contribution Plan (e.g., a money purchase plan) into another type of
          Defined Contribution Plan (e.g., a profit sharing plan) will not
          result in a partial termination or any other event that would require
          full vesting of some or all Plan Participants.

          Any amendment that affects the rights, duties or responsibilities of
          the Trustee or Plan Administrator may only be made with the Trustee's
          or Plan Administrator's written consent. Any amendment to the Plan
          must be in writing and a copy of the resolution (or similar
          instrument) setting forth such amendment (with the applicable
          effective date of such amendment) must be delivered to the Trustee.

          No amendment may authorize or permit any portion of the assets held
          under the Plan to be used for or diverted to a purpose other than the
          exclusive benefit of Participants or their Beneficiaries, except to
          the extent such assets are used to pay taxes or administrative
          expenses of the Plan. An amendment also may not cause or permit any
          portion of the assets held under the Plan to revert to or become
          property of the Employer.

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     (c)  Protected Benefits. Except as permitted under statute (such as
          Code(S)412(c)(8)), regulations (such as Treas. Reg.(S) 1.411(d)-4), or
          other IRS guidance of general applicability, no Plan amendment (or
          other transaction having the effect of a Plan amendment, such as a
          merger, acquisition, plan transfer, or similar transaction) may reduce
          a Participant's Account Balance or eliminate or reduce a Protected
          Benefit to the extent such Protected Benefit relates to amounts
          accrued prior to the adoption date (or effective date, if later) of
          the Plan amendment. For this purpose, Protected Benefits include any
          early retirement benefits, retirement-type subsidies, and optional
          forms of benefit (as defined under the regulations). If the adoption
          of this Plan will result in the elimination of a Protected Benefit,
          the Employer may preserve such Protected Benefit by identifying the
          Protected Benefit in accordance with Part 13, #58 of the Agreement
          [Part 13, #76 of the 401(k) Agreement]. Failure to identify Protected
          Benefits under the Agreement will not override the requirement that
          such Protected Benefits be preserved under this Plan. The availability
          of each optional form of benefit under the Plan must not be subject to
          Employer discretion.

          Effective for amendments adopted and effective on or after September
          6, 2000, if the Plan is a profit sharing plan or a 401(k) plan, the
          Employer may eliminate all annuity and installment forms of
          distribution (including the QJSA form of benefit to the extent the
          Plan is not required to offer such form of benefit under Article 9),
          provided the Plan offers a single-sum distribution option that is
          available at the same time as the annuity or installment options that
          are being eliminated. If the Plan is a money purchase plan or a target
          benefit plan, the Employer may not eliminate the QJSA form of benefit.
          However, the Employer may eliminate all other annuity and installment
          forms of distribution, provided the Plan offers a single-sum
          distribution option that is available at the same time as the annuity
          or installment options that are being eliminated. Any amendment
          eliminating an annuity or installment form of distribution may not be
          effective until the earlier of: (1) the date which is the 90th day
          following the date a summary of the amendment is furnished to the
          Participant which satisfies the requirements under DOL Reg.
          (S)2520.104b-3 or (2) the first day of the second Plan Year following
          the Plan Year in which the amendment is adopted.

18.2 Plan Termination. The Employer may terminate this Plan at any time by
     delivering to the Trustee and Plan Administrator written notice of such
     termination.

     (a)  Full and immediate vesting. Upon a full or partial termination of the
          Plan (or in the case of a profit sharing plan, the complete
          discontinuance of contributions), all amounts credited to an affected
          Participant's Account become 100% vested, regardless of the
          Participant's vested percentage determined under Article 4. The Plan
          Administrator has discretion to determine whether a partial
          termination has occurred.

     (b)  Distribution procedures. Upon the termination of the Plan, the Plan
          Administrator shall direct the distribution of Plan assets to
          Participants in accordance with the provisions under Article 8. For
          this purpose, distribution shall be made to Participants with vested
          Account Balances of $5,000 or less in lump sum as soon as
          administratively feasible following the Plan termination, regardless
          of any contrary election under Part 9, #34 of the Agreement [Part 9,
          #52 of the 401(k) Agreement]. For Participants with vested Account
          Balances in excess of $5,000, distribution will be made through the
          purchase of deferred annuity contracts which protect all Protected
          Benefits under the Plan, unless a Participant elects to receive an
          immediate distribution in any form of payment permitted under the
          Plan. If an immediate distribution is elected in a form other than a
          lump sum, the distribution will be satisfied through the purchase of
          an immediate annuity contract. Distributions will be made as soon as
          administratively feasible following the Plan termination, regardless
          of any contrary election under Part 9, #33 of the Agreement [Part 9,
          #51 of the 401(k) Agreement]. The references in this paragraph to
          $5,000 shall be deemed to mean $3,500, prior to the time the $5,000
          threshold becomes effective under the Plan (as determined in Section
          8.3(f)).

          For purposes of applying the provisions of this subsection (b),
          distribution may be delayed until the Employer receives a favorable
          determination letter from the IRS as to the qualified status of the
          Plan upon termination, provided the determination letter request is
          made within a reasonable period following the termination of the Plan.

          (1)  Special rule for certain profit sharing plans. If this Plan is a
               profit sharing plan, distribution will be made to all
               Participants, without consent, as soon as administratively
               feasible following the termination of the Plan, without regard to
               the value of the Participants' vested Account Balance. This
               special rule applies only if the Plan does not provide for an
               annuity option under Part 11 of the Agreement and the Employer
               does not maintain any other Defined Contribution Plan (other than
               an ESOP) at any time between the termination of the Plan and the
               distribution.

          (2)  Special rule for 401(k) plans. Section 401(k) Deferrals, QMACs,
               QNECs, Safe Harbor Matching Contributions and Safe Harbor
               Nonelective Contributions under a 401(k) plan (as well as
               transferred assets (see Section 3.3(c)(3)) which are subject to
               the distribution restrictions applicable to Section 401(k)
               Deferrals) may be distributed in a lump sum upon Plan termination
               only if the Employer does not maintain a Successor Plan at any
               time during the period beginning on the date of termination and
               ending 12 months after the final distribution of all Plan assets.
               For this purpose,

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               a Successor Plan is any Defined Contribution Plan, other than an
               ESOP (as defined in Code (S)4975(e)(7)), a SEP (as defined in
               Code (S)408(k)), or a SIMPLE IRA (as defined in Code (S)408(p)).
               A plan will not be considered a Successor Plan, if at all times
               during the 24-month period beginning 12 months before the Plan
               termination, fewer than 2% of the Eligible Participants under the
               401(k) plan are eligible under such plan. A distribution of these
               contributions may be made to the extent another distribution
               event permits distribution of such amounts.

          (3)  Plan termination not distribution event if assets are transferred
               to another Plan. If, pursuant to the termination of the Plan, the
               Employer enters into a transfer agreement to transfer the assets
               of the terminated Plan to another plan maintained by the Employer
               (or by a successor employer in a transaction involving the
               acquisition of the Employer's stock or assets, or other similar
               transaction), the termination of the Plan is not a distribution
               event and the distribution procedures above do not apply. Prior
               to the transfer of the assets, distribution of a Participant's
               Account Balance may be made from the terminated Plan only to a
               Participant (or Beneficiary, if applicable) who is otherwise
               eligible for distribution without regard to the Plan's
               termination. Otherwise, benefits will be distributed from the
               transferee plan in accordance with the terms of that plan
               (subject to the protection of any Protected Benefits that must be
               continued with respect to the transferred assets).

     (c)  Termination upon merger, liquidation or dissolution of the Employer.
          The Plan shall terminate upon the liquidation or dissolution of the
          Employer or the death of the Employer (if the Employer is a sole
          proprietor) provided however, that in any such event, arrangements may
          be made for the Plan to be continued by any successor to the Employer.

18.3 Merger or Consolidation. In the event the Plan is merged or consolidated
     with another plan, each Participant must be entitled to a benefit
     immediately after such merger or consolidation that is at least equal to
     the benefit the Participant would have been entitled to had the Plan
     terminated immediately before such merger or consolidation. (See Section
     4.1(d) for rules regarding vesting following a merger or consolidation.)
     The Employer may authorize the Trustee to enter into a merger agreement
     with the Trustee of another plan to effect such merger or consolidation. A
     merger agreement entered into by the Trustee is not part of this Plan and
     does not affect the Plan's status as a Prototype Plan. (See Section 3.3 for
     the applicable rules where amounts are transferred to this Plan from
     another plan.)

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                                   ARTICLE 19
                                  MISCELLANEOUS

This Article contains miscellaneous provisions concerning the Employer's and
Participants' rights and responsibilities under the Plan.

19.1 Exclusive Benefit. Except as provided under Section 19.2, no part of the
     Plan assets (including any corpus or income of the Trust) may revert to the
     Employer prior to the satisfaction of all liabilities under the Plan nor
     will such Plan assets be used for, or diverted to, a purpose other than the
     exclusive benefit of Participants or their Beneficiaries.

19.2 Return of Employer Contributions. Upon written request by the Employer, the
     Trustee must return any Employer Contributions provided that the
     circumstances and the time frames described below are satisfied. The
     Trustee may request the Employer to provide additional information to
     ensure the amounts may be properly returned. Any amounts returned shall not
     include earnings, but must be reduced by any losses.

     (a)  Mistake of fact. Any Employer Contributions made because of a mistake
          of fact must be returned to the Employer within one year of the
          contribution.

     (b)  Disallowance of deduction. Employer Contributions to the Trust are
          made with the understanding that they are deductible. In the event the
          deduction of an Employer Contribution is disallowed by the IRS, such
          contribution (to the extent disallowed) must be returned to the
          Employer within one year of the disallowance of the deduction.

     (c)  Failure to initially qualify. Employer Contributions to the Plan are
          made with the understanding, in the case of a new Plan, that the Plan
          satisfies the qualification requirements of Code(S)401 (a) as of the
          Plan's Effective Date. In the event that the Internal Revenue Service
          determines that the Plan is not initially qualified under the Code,
          any Employer Contributions (and allocable earnings) made incident to
          that initial qualification must be returned to the Employer within one
          year after the date the initial qualification is denied, but only if
          the application for the qualification is made by the time prescribed
          by law for filing the employer's return for the taxable year in which
          the plan is adopted, or such later date as the Secretary of the
          Treasury may prescribe.

19.3 Alienation or Assignment. Except as permitted under applicable statute or
     regulation, a Participant or Beneficiary may not assign, alienate, transfer
     or sell any right or claim to a benefit or distribution from the Plan, and
     any attempt to assign, alienate, transfer or sell such a right or claim
     shall be void, except as permitted by statute or regulation. Any such right
     or claim under the Plan shall not be subject to attachment, execution,
     garnishment, sequestration, or other legal or equitable process. This
     prohibition against alienation or assignment also applies to the creation,
     assignment, or recognition of a right to a benefit payable with respect to
     a Participant pursuant to a domestic relations order, unless such order is
     determined to be a QDRO pursuant to Section 11.5, or any domestic relations
     order entered before January 1, 1985.

19.4 Participants' Rights. The adoption of this Plan by the Employer does not
     give any Participant, Beneficiary, or Employee a right to continued
     employment with the Employer and does not affect the Employer's right to
     discharge an Employee or Participant at any time. This Plan also does not
     create any legal or equitable rights in favor of any Participant,
     Beneficiary, or Employee against the Employer, Plan Administrator or
     Trustee. Unless the context indicates otherwise, any amendment to this Plan
     is not applicable to determine the benefits accrued (and the extent to
     which such benefits are vested) by a Participant or former Employee whose
     employment terminated before the effective date of such amendment, except
     where application of such amendment to the terminated Participant or former
     Employee is required by statute, regulation or other guidance of general
     applicability. Where the provisions of the Plan are ambiguous as to the
     application of an amendment to a terminated Participant or former Employee,
     the Plan Administrator has the authority to make a final determination on
     the proper interpretation of the Plan.

19.5 Military Service. To the extent required under Code (S)414(u), an Employee
     who returns to employment with the Employer following a period of qualified
     military service will receive any contributions, benefits and service
     credit required under Code (S)414(u), provided the Employee satisfies all
     applicable requirements under the Code and regulations.

19.6 Paired Plans. If the Employer adopts more than one Standardized Agreement,
     each of the Standardized Agreements are considered to be Paired Plans,
     provided the Employer completes Part 13, #54 of the Agreement [Part 13, #72
     of the 401(k) Agreement] in a manner which ensures the plans together
     comply with the Annual Additions Limitation, as described in Article 7, and
     the Top-Heavy Plan rules, as described in Article 16. If the Employer
     adopts Paired Plans, each Plan must have the same Plan Year.

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19.7 Annuity Contract. Any annuity contract distributed under the Plan must be
     nontransferable. In addition, the terms of any annuity contract purchased
     and distributed to a Participant or to a Participant's spouse must comply
     with all requirements under this Plan.

19.8 Use of IRS compliance programs. Nothing in this Plan document should be
     construed to limit the availability of the IRS' voluntary compliance
     programs, including the IRS Administrative Policy Regarding Self-Correction
     (APRSC) program. An Employer may take whatever corrective actions are
     permitted under the IRS voluntary compliance programs, as is deemed
     appropriate by the Plan Administrator or Employer.

19.9 Loss of Prototype Status. If the Plan as adopted by the Employer fails to
     attain or retain qualification, such Plan will no longer qualify as a
     Prototype Plan and will be considered an individually-designed plan.

19.10 Governing Law. The provisions of this Plan shall be construed,
     administered, and enforced in accordance with the provisions of applicable
     Federal Law and, to the extent applicable, the laws of the state in which
     the Trustee has its principal place of business. The foregoing provisions
     of this Section shall not preclude the Employer and the Trustee from
     agreeing to a different state law with respect to the construction,
     administration and enforcement of the Plan.

19.11 Waiver of Notice. Any person entitled to a notice under the Plan may waive
     the right to receive such notice, to the extent such a waiver is not
     prohibited by law, regulation or other pronouncement.

19.12 Use of Electronic Media. The Plan Administrator may use telephonic or
     electronic media to satisfy any notice requirements required by this Plan,
     to the extent permissible under regulations (or other generally applicable
     guidance). In addition, a Participant's consent to immediate distribution,
     as required by Article 8, may be provided through telephonic or electronic
     means, to the extent permissible under regulations (or other generally
     applicable guidance). The Plan Administrator also may use telephonic or
     electronic media to conduct plan transactions such as enrolling
     participants, making (and changing) salary reduction elections, electing
     (and changing) investment allocations, applying for Plan loans, and other
     transactions, to the extent permissible under regulations (or other
     generally applicable guidance).

19.13 Severability of Provisions. In the event that any provision of this Plan
     shall be held to be illegal, invalid or unenforceable for any reason, the
     remaining provisions under the Plan shall be construed as if the illegal,
     invalid or unenforceable provisions had never been included in the Plan.

19.14 Binding Effect. The Plan, and all actions and decisions made thereunder,
     shall be binding upon all applicable parties, and their heirs, executors,
     administrators, successors and assigns.

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                                   ARTICLE 20
                       GUST ELECTIONS AND EFFECTIVE DATES

The provisions of this Plan are generally effective as of the Effective Date
designated on the Signature Page of the Agreement. Appendix A of the Agreement
also allows for special effective dates for specified provisions of the Plan,
which override the general Effective Date under the Agreement. Section 22.96
refers to a series of laws that have been enacted since 1994 as the GUST
Legislation, for which extended time (known as the remedial amendment period)
was provided to Employers to conform their plan documents to such laws. This
Article prescribes special effective date rules for conforming plans to the GUST
Legislation.

20.1 GUST Effective Dates. If the Agreement is adopted within the remedial
     amendment period for the GUST Legislation, and the Plan has not previously
     been restated to comply with the GUST Legislation, then special effective
     dates apply to certain provisions. These special effective dates apply to
     the appropriate provisions of the Plan, even if such special effective
     dates are earlier than the Effective Date identified on the Signature Page
     of the Agreement. The Employer may specify in elections provided in
     Appendix B of the Agreement, how the Plan was operated to comply with the
     GUST Legislation. Appendix B need only be completed if the Employer
     operated this Plan in a manner that is different from the default
     provisions contained in this Plan or the elective choices made under the
     Agreement. If the Employer did not operate the Plan in a manner that is
     different from the default provisions or elective provisions of the Plan
     or, if the Plan is not being restated for the first time to comply with the
     GUST Legislation, and prior amendments or restatements of the Plan
     satisfied the requirement to amend timely to comply with the GUST
     Legislation, Appendix B need not be completed and may be removed from the
     Agreement.

     If one or more qualified retirement plans have been merged into this Plan,
     the provisions of the merging plan(s) will remain in full force and effect
     until the Effective Date of the plan merger(s), unless provided otherwise
     under Appendix A-12 of the Agreement [Appendix A-16 of the 401(k)
     Agreement]. If the merging plan(s) have not been amended to comply with the
     changes required under the GUST Legislation, the merging plan(s) will be
     deemed amended retroactively for such required changes by operation of this
     Agreement. The provisions required by the GUST Legislation (as provided
     under this BPD and related Agreements) will be effective for purposes of
     the merging plan(s) as of the same effective date that is specified for
     that GUST provision in this BPD and Appendix B of the Agreement (even if
     that date precedes the general Effective Date specified in the Agreement).

20.2 Highly Compensated Employee Definition. The definition of Highly
     Compensated Employee under Section 22.99 is modified effective for Plan
     Years beginning after December 31, 1996. Under the current definition of
     Highly Compensated Employee, the Employer must designate under the Plan
     whether it is using the Top-Paid Group Test and whether it is using the
     Calendar Year Election or, for the 1997 Plan Year, whether it used the
     Old-Law Calendar Year Election.

     (a)  Top-Paid Group Test. In determining whether an Employee is a Highly
          Compensated Employee, the Top-Paid Group Test under Section
          22.99(b)(4) does not apply unless the Employer specifically elects
          under Part 13, #50.a. of the Agreement [Part 13, #68.a. of the 401(k)
          Agreement] to have the Top-Paid Group Test apply. The Employer's
          election to use or not use the Top-Paid Group Test generally applies
          for all years beginning with the Effective Date of the Plan (or the
          first Plan Year beginning after December 31, 1996, if later). However,
          because the Employer may not have operated the Plan consistent with
          this Top-Paid Group Test election for all years prior to the date this
          Plan restatement is adopted, Appendix B-1.a. of the Agreement also
          permits the Employer to override the Top-Paid Group Test election
          under this Plan for specified Plan Years beginning after December 31,
          1996, and before the date this Plan restatement is adopted.

     (b)  Calendar Year Election. In determining whether an Employee is a Highly
          Compensated Employee, the Calendar Year Election under Section
          22.99(b)(5) does not apply unless the Employer specifically elects
          under Part 13, #50.b. of the Agreement [Part 13, #68.b. of the 401(k)
          Agreement] to have the Calendar Year Election apply. The Employer's
          election to use or not use the Calendar Year Election is generally
          effective for all years beginning with the Effective Date of this Plan
          (or the first Plan Year beginning after December 31, 1996, if later).
          However, because the Employer may not have operated the Plan
          consistent with this Calendar Year Election for all years prior to the
          date this Plan restatement is adopted, Appendix B-1.b. of the
          Agreement permits the Employer to override the Calendar Year Election
          under this Plan for specified Plan Years beginning after December 31,
          1996, and before the date this Plan restatement is adopted.

     (c)  Old-Law Calendar Year Election. In determining whether an Employee was
          a Highly Compensated Employee for the Plan Year beginning in 1997, a
          special Old-Law Calendar Year Election was available. (See Section
          22.99(b)(6) for the definition of the Old-Law Calendar Year Election.)
          Appendix B-1.c. of the Agreement permits the Employer to designate
          whether it used the Old-Law Calendar Year Election for the 1997 Plan
          Year. If the Employer did not use the Old-Law Calendar Year Election,
          the election in Appendix B-1.c. need not be completed.

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20.3 Required Minimum Distributions. Appendix B-2 of the Agreement permits the
     Employer to designate how it complied with the GUST Legislation changes to
     the required minimum distribution rules. Section 10.4 describes the
     application of the GUST Legislation changes to the required minimum
     distribution rules.

20.4 $5,000 Involuntary Distribution Threshold. For Plan Years beginning on or
     after August 5, 1997, a Participant (and spouse, if the Joint and Survivor
     Annuity rules apply under Article 9) must consent to a distribution from
     the Plan if the Participant's vested Account Balance exceeds $5,000. (See
     Section 8.3(e) for the applicable rules for determining the value of a
     Participant's vested Account Balance.) For Plan Years beginning before
     August 5, 1997, the consent threshold was $3,500 instead of $5,000.

     The increase in the consent threshold to $5,000 is generally effective for
     Plan Years beginning on or after August 5, 1997. However, because the
     Employer may not have operated the Plan consistent with the $5,000
     threshold for all years prior to the date this Plan restatement was
     adopted, Appendix B-3.a. of the Agreement permits the Employer to designate
     the Plan Year during which it began applying the higher $5,000 consent
     threshold. If the Employer began applying the $5,000 consent threshold for
     Plan Years beginning on or after August 5, 1997, Appendix B-3.a. need not
     be completed. If the Employer did not begin using the $5,000 consent
     threshold until some later date, the Employer must designate the
     appropriate date in Appendix B-3.a.

20.5 Repeal of Family Aggregation for Allocation Purposes. For Plan Years
     beginning on or after January 1, 1997, the family aggregation rules were
     repealed. For Plan Years beginning before January 1, 1997, the family
     aggregation rules required that family members of a Five-Percent Owner or
     one of the 10 Employees with the highest ownership interest in the Employer
     were aggregated as a single Highly Compensated Employee for purposes of
     determining such individuals' share of any contributions under the Plan. In
     determining the allocation for such aggregated individuals, the
     Compensation Dollar Limitation (as defined in Section 22.32) was applied on
     an aggregated basis with respect to the Five-Percent Owner or top- 10
     owner, his/her spouse, and his/her minor children (under the age of 19).

     The family aggregation rules were repealed effective for Plan Years
     beginning on or after January 1, 1997. However, because the Employer may
     not have operated the Plan consistent with the repeal of family aggregation
     for all years prior to the date this Plan restatement is adopted, Appendix
     B-3.b. of the Agreement permits the Employer to designate the Plan Year
     during which it repealed family aggregation for allocation purposes. If the
     Employer implemented the repeal of family aggregation for Plan Years
     beginning on or after January 1, 1997, Appendix B-3.b. need not be
     completed. If the Employer did not implement the repeal of family
     aggregation until some later date, the Employer must designate the
     appropriate date in Appendix B-3.b.

20.6 ADP/ACP Testing Methods. The GUST Legislation modified the
     nondiscrimination testing rules for Section 401(k) Deferrals, Employer
     Matching Contributions, and Employee After-Tax Contributions, effective for
     Plan Years beginning after December 31, 1996. For purposes of applying the
     ADP Test and ACP Test under the 401(k) Agreement, the Employer must
     designate the testing methodology used for each Plan Year. (See Article 17
     for the definition of the ADP Test and the ACP Test and the applicable
     testing methodology.)

     Part 4F of the 401(k) Agreement contains elective provisions for the
     Employer to designate the testing methodology it will use in performing the
     ADP Test and the ACP Test. Appendix B-5.a. of the 401(k) Agreement contains
     elective provisions for the Employer to designate the testing methodology
     it used for Plan Years that began before the adoption of the Agreement.

20.7 Safe Harbor 401(k) Plan. Effective for Plan Years beginning after December
     31, 1998, the Employer may elect under Part 4E of the 401(k) Agreement to
     apply the Safe Harbor 401(k) Plan provisions. To qualify as a Safe Harbor
     401(k) Plan for a Plan Year, the Plan must be identified as a Safe Harbor
     401(k) Plan for such year.

     If the Employer elects under Part 4E to apply the Safe Harbor 401(k) Plan
     provisions, the Plan generally will be considered a Safe Harbor Plan for
     all Plan Years beginning with the Effective Date of the Plan (or January 1,
     1999, if later). Likewise, if the Employer does not elect to apply the Safe
     Harbor 401(k) provisions, the Plan generally will not be considered a Safe
     Harbor Plan for such year. However, because the Employer may have operated
     the Plan as a Safe Harbor 401(k) Plan for Plan Years prior to the Effective
     Date of this Plan or may not have operated the Plan consistent with its
     election under Part 4E to apply (or to not apply) the Safe Harbor 401(k)
     Plan provisions for all years prior to the date this Plan restatement is
     adopted, Appendix B-5.b. of the 401(k) Agreement permits the Employer to
     designate any Plan Year in which the Plan was (or was not) a Safe Harbor
     401(k) Plan. Appendix B-5.b. should only be completed if the Employer
     operated this Plan prior to date it was actually adopted in a manner that
     is inconsistent with the election made under Part 4E of the Agreement.

     If the Employer elects under Appendix B-5.b. of the Agreement to apply the
     Safe Harbor 401(k) Plan provisions for any Plan Year beginning prior to the
     date this Plan is adopted, the Plan must have complied with the
     requirements under Section 17.6 for such year. The type and amount of the
     Safe Harbor Contribution for such Plan Year(s) is the type and amount of
     contribution described in the Participant notice issued pursuant to Section
     17.6(a)(4) for such Plan Year.

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                                   ARTICLE 21
                PARTICIPATION BY RELATED EMPLOYERS (CO-SPONSORS)

21.1 Co-Sponsor Adoption Page. A Related Employer may elect to participate under
     this Plan by executing a Co-Sponsor Adoption Page under the Agreement. By
     executing a Co-Sponsor Adoption Page, the Co-Sponsor adopts all the
     provisions of the Plan, including the elective choices made by the Employer
     under the Agreement. The Co-Sponsor is also bound by any amendments made to
     the Plan in accordance with Article 18. The Co-Sponsor agrees to use the
     same Trustee as is designated on the Trustee Declaration under the
     Agreement. except as provided in a separate trust agreement authorized
     under Article 12.

21.2 Participation by Employees of Co-Sponsor. A Related Employer may not
     contribute to this Plan unless it executes the Co-Sponsor Adoption Page.
     (See Section 1.3 for a discussion of the eligibility rules as they apply to
     Employees of Related Employers who do not execute a Co-Sponsor Adoption
     Page.) However, in applying the provisions of this Plan, Total Compensation
     (as defined in Section 22.197) includes amounts earned with a Related
     Employer, regardless of whether such Related Employer executes a Co-Sponsor
     Adoption Page. The Employer may elect under Part 3, #10.b.(7) of the
     Nonstandardized Agreement [Part 3, #10.i. of the Nonstandardized 401(k)
     Agreement] to exclude amounts earned with a Related Employer that does not
     execute a Co-Sponsor Page for purposes of determining an Employee's
     Included Compensation under the Plan.

21.3 Allocation of Contributions and Forfeitures. Unless selected otherwise
     under the Co-Sponsor Adoption Page, any contributions made by a Co-Sponsor
     (and any forfeitures relating to such contributions) will be allocated to
     all Eligible Participants employed by the Employer and Co-Sponsors in
     accordance with the provisions under this Plan. Under a Nonstandardized
     Agreement, a Co-Sponsor may elect under the Co-Sponsor Page to allocate its
     contributions (and forfeitures relating to such contributions) only to the
     Eligible Participants employed by the Co-Sponsor making such contributions.
     If so elected, Employees of the Co-Sponsor will not share in an allocation
     of contributions (or forfeitures relating to such contributions) made by
     any other Related Employer (except in such individual's capacity as an
     Employee of that other Related Employer). Where contributions are allocated
     only to the Employees of a contributing Co-Sponsor, the Plan Administrator
     will maintain a separate accounting of an Employee's Account Balance
     attributable to the contributions of a particular Co-Sponsor. This separate
     accounting is necessary only for contributions that are not 100% vested, so
     that the allocation of forfeitures attributable to such contributions can
     be allocated for the benefit of the appropriate Employees. An election to
     allocate contributions and forfeitures only to the Eligible Participants
     employed by the Co-Sponsor making such contributions will preclude the Plan
     from satisfying the nondiscrimination safe harbor rules under Treas. Reg.
     (S) 1.401(a)(4)-2 and may require additional nondiscrimination testing.

21.4 Co-Sponsor No Longer a Related Employer. If a Co-Sponsor becomes a Former
     Related Employer because of an acquisition or disposition of stock or
     assets, a merger, or similar transaction, the Co-Sponsor will cease to
     participate in the Plan as soon as administratively feasible. If the
     transition rule under Code (S)410(b)(6)(C) applies, the Co-Sponsor will
     cease to participate in the Plan as soon as administratively feasible after
     the end of the transition period described in Code (S)410(b)(6)(C). If a
     Co-Sponsor ceases to be a Related Employer under this Section 21.4, the
     following procedures may be followed to discontinue the Co-Sponsor's
     participation in the Plan.

     (a)  Manner of discontinuing participation. To document the cessation of
          participation by a Former Related Employer, the Former Related
          Employer may discontinue its participation as follows: (1) the Former
          Related Employer adopts a resolution that formally terminates active
          participation in the Plan as of a specified date, (2) the Employer
          that has executed the Signature Page of the Agreement reexecutes such
          page, indicating an amendment by page substitution through the
          deletion of the Co-Sponsor Adoption Page executed by the Former
          Related Employer, and (3) the Former Related Employer provides any
          notices to its Employees that are required by law. Discontinuance of
          participation means that no further benefits accrue after the
          effective date of such discontinuance with respect to employment with
          the Former Related Employer. The portion of the Plan attributable to
          the Former Related Employer may continue as a separate plan, under
          which benefits may continue to accrue, through the adoption by the
          Former Related Employer of a successor plan (which may be created
          through the execution of a separate Agreement by the Former Related
          Employer) or by spin-off of that portion of the Plan followed by a
          merger or transfer into another existing plan, as specified in a
          merger or transfer agreement.

     (b)  Multiple employer plan. If, after a Co-Sponsor becomes a Former
          Related Employer, its Employees continue to accrue benefits under this
          Plan, the Plan will be treated as a multiple employer plan to the
          extent required by law. So long as the discontinuance procedures of
          this Section are satisfied, such treatment as a multiple employer plan
          will not affect reliance on the favorable IRS letter issued to the
          Prototype Sponsor or any determination letter issued on the Plan.

21.5 Special Rules for Standardized Agreements. As stated in Section 1.3(b) of
     this BPD, under a Standardized Agreement each Related Employer (who has
     Employees who may be eligible to participate in the Plan) is required to
     execute a Co-Sponsor Adoption Page. If a Related Employer fails to execute
     a Co-Sponsor Adoption Page, the Plan will be treated as an
     individually-designed plan, except as provided in subsections (a) and (b)
     below. Nothing in this

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     Plan shall be construed to treat a Related Employer as participating in the
     Plan in the absence of a Co-Sponsor Adoption Page executed by that Related
     Employer.

     (a)  New Related Employer. If an organization becomes a New Related
          Employer after the Effective Date of the Agreement by reason of an
          acquisition or disposition of stock or assets, a merger, or similar
          transaction, the New Related Employer must execute a Co-Sponsor Page
          no later than the end of the transition period described in Code
          (S)410(b)(6)(C). Participation of the New Related Employer must be
          effective no later than the first day of the Plan Year that begins
          after such transition period ends. If the transition period in Code
          (S)410(b)(6)(C) is not applicable, the effective date of the New
          Related Employer's participation in the Plan must be no later than the
          date it became a Related Employer.

     (b)  Former Related Employer. If an organization ceases to be a Related
          Employer (Former Related Employer), the provisions of Section 21.4,
          relating to discontinuance of participation, apply.

          Under the Standardized Agreement, if the rules of subsections (a) or
          (b) are followed, the Employer may continue to rely on the favorable
          IRS letter issued to the Prototype Sponsor during any period in which
          a New Related Employer is not participating in the Plan or a Former
          Related Employer continues to participate in the Plan. If the rules of
          subsections (a) or (b) are not followed, the Plan is treated as an
          individually-designed plan for any period of such noncompliance.

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                                   ARTICLE 22
                                PLAN DEFINITIONS

This Article contains definitions for common terms that are used throughout the
Plan. All capitalized terms under the Plan are defined in this Article. Where
applicable, this Article will refer to other Sections of the Plan where the term
is defined.

22.1 Account. The separate Account maintained for each Participant under the
     Plan. To the extent applicable, a Participant may have any (or all) of the
     following separate sub-Accounts within his/her Account: Employer
     Contribution Account, Section 401(k) Deferral Account, Employer Matching
     Contribution Account, QMAC Account, QNEC Account, Employee After-Tax
     Contribution Account, Safe Harbor Matching Contribution Account, Safe
     Harbor Nonelective Contribution Account, Rollover Contribution Account, and
     Transfer Account. The Transfer Account also may have any (or all) of the
     sub-Accounts listed above. The Plan Administrator may maintain other
     sub-Accounts, if necessary, for proper administration of the Plan.

22.2 Account Balance. A Participant's Account Balance is the total value of all
     Accounts (whether vested or not) maintained for the Participant. A
     Participant's vested Account Balance includes only those amounts for which
     the Participant has a vested interest in accordance with the provisions
     under Article 4 and Part 6 of the Agreement. A Participant's Section 401(k)
     Deferral Account, QMAC Account, QNEC Account, Employee After-Tax
     Contribution Account, Safe Harbor Matching Contribution Account, Safe
     Harbor Nonelective Contribution Account, and Rollover Contribution Account
     are always 100% vested.

22.3 Accrued Benefit. If referred to in the context of a Defined Contribution
     Plan, the Accrued Benefit is the Account Balance. If referred to in the
     context of a Defined Benefit Plan, the Accrued Benefit is the benefit
     accrued under the benefit formula prescribed by the Defined Benefit Plan.

22.4 ACP -- Average Contribution Percentage. The average of the contribution
     percentages for the Highly Compensated Employee Group and the Nonhighly
     Compensated Employee Group, which are tested for nondiscrimination under
     the ACP Test. See Section 17.7(a).

22.5 ACP Test -- Actual Contribution Percentage Test. The special
     nondiscrimination test that applies to Employer Matching Contributions
     and/or Employee After-Tax Contributions under the 401(k) Agreement. See
     Section 17.3.

22.6 Actual Hours Crediting Method. The Actual Hours Crediting Method is a
     method for counting service for purposes of Plan eligibility and vesting.
     Under the Actual Hours Crediting Method, an Employee is credited with the
     actual Hours of Service the Employee completes with the Employer or the
     number of Hours of Service for which the Employee is paid (or entitled to
     payment).

22.7 Adoption Agreement. See the definition for Agreement.

22.8 ADP -- Average Deferral Percentage. The average of the deferral percentages
     for the Highly Compensated Employee Group and the Nonhighly Compensated
     Employee Group, which are tested for nondiscrimination under the ADP Test.
     See Section 17.7(b).

22.9 ADP Test -- Actual Deferral Percentage Test. The special nondiscrimination
     test that applies to Section 401(k) Deferrals under the 401(k) Agreement.
     See Section 17.2.

22.10 Agreement. The Agreement (sometimes referred to as the "Adoption
     Agreement") contains the elective provisions under the Plan that an
     Employer completes to supplement or modify the provisions under the BPD.
     Each Employer that adopts this Plan must complete and execute the
     appropriate Agreement. An Employer may adopt more than one Agreement under
     this Prototype Plan. Each executed Agreement is treated as a separate Plan
     and Trust. For example, if an Employer executes a profit sharing plan
     Agreement and a money purchase plan Agreement, the Employer is treated as
     maintaining two separate Plans under this Prototype Plan document. An
     Agreement is treated as a single Plan, even if there is one or more
     executed Co-Sponsor Adoption Pages associated with the Agreement.

22.11 Aggregate Limit. The limit imposed under the Multiple Use Test on amounts
     subject to both the ADP Test and the ACP Test. See Section 17.4(a).

22.12 Alternate Payee. A person designated to receive all or a portion of the
     Participant's benefit pursuant to a QDRO. See Section 11.5.

22.13 Anniversary Year Method. A method for determining Eligibility Computation
     Periods after an Employee's initial Eligibility Computation Period. See
     Section 1.4(c)(2) for more detailed discussion of the Anniversary Year
     Method.

22.14 Anniversary Years. An alternative period for measuring Vesting Computation
     Periods. See Section 4.4.

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22.15 Annual Additions. The amounts taken into account under a Defined
     Contribution Plan for purposes of applying the limitation on allocations
     under Code (S)415. See Section 7.4(a) for the definition of Annual
     Additions.

22.16 Annual Additions Limitation. The limit on the amount of Annual Additions a
     Participant may receive under the Plan during a Limitation Year. See
     Article 7.

22.17 Annuity Starting Date. This Plan does not use the term Annuity Starting
     Date. To determine whether the notice and consent requirements in Articles
     8 and 9 are satisfied, the Distribution Commencement Date (see Section
     22.56) is used, even for a distribution that is made in the form of an
     annuity. However, the payment made on the Distribution Commencement Date
     under an annuity form of payment may reflect annuity payments that are
     calculated with reference to an "annuity starting date" that occurs prior
     to the Distribution Commencement Date (e.g., the first day of the month in
     which the Distribution Commencement Date falls).

22.18 Applicable Life Expectancy. The Life Expectancy used to determine a
     Participant's required minimum distribution under Article 10. See Section
     10.3(d).

22.19 Applicable Percentage. The maximum percentage of Excess Compensation that
     may be allocated to Eligible Participants under the Permitted Disparity
     Method. See Article 2.

22.20 Average Compensation. The average of a Participant's annual Included
     Compensation during the Averaging Period designated under Part 3, #11 of
     the target benefit plan Agreement. See Section 2.5(d)(1) for a complete
     definition of Average Compensation.

22.21 Averaging Period. The period used for determining an Employee's Average
     Compensation. Unless modified under Part 3, #11.a. of the target benefit
     plan Agreement, the Averaging Period is the three (3) consecutive Measuring
     Periods during the Participant's Employment Period which produces the
     highest Average Compensation.

22.22 Balance Forward Method. A method for allocating net income or loss to
     Participants' Accounts based on the Account Balance as of the most recent
     Valuation Date under the Plan. See Section 13.4(a).

22.23 Basic Plan Document. See the definition for BPD.

22.24 Beneficiary. A person designated by the Participant (or by the terms of
     the Plan) to receive a benefit under the Plan upon the death of the
     Participant. See Section 8.4(c) for the applicable rules for determining a
     Participant's Beneficiaries under the Plan.

22.25 BPD. The BPD (sometimes referred to as the "Basic Plan Document") is the
     portion of the Plan that contains the non-elective provisions. The
     provisions under the BPD may be supplemented or modified by elections the
     Employer makes under the Agreement or by separate governing documents that
     are expressly authorized by the BPD.

22.26 Break-in-Service - Eligibility. Generally, an Employee incurs a
     Break-in-Service for eligibility purposes for each Eligibility Computation
     Period during which the Employee does not complete more than 500 Hours of
     Service with the Employer. However, if the Employer elects under Part 7 of
     the Agreement to require less than 1,000 Hours of Service to earn a Year of
     Service for eligibility purposes, a Break in Service will occur for any
     Eligibility Computation Period during which the Employee does not complete
     more than one-half (1/2) of the Hours of Service required to earn a Year of
     Service. (See Section 1.6 for a discussion of the eligibility
     Break-in-Service rules. Also see Section 6.5(b) for rules applicable to the
     determination of a Break in Service when the Elapsed Time Method is used.)

22.27 Break-in-Service - Vesting. Generally, an Employee incurs a
     Break-in-Service for vesting purposes for each Vesting Computation Period
     during which the Employee does not complete more than 500 Hours of Service
     with the Employer. However, if the Employer elects under Part 7 of the
     Agreement to require less than 1,000 Hours of Service to earn a Year of
     Service for vesting purposes, a Break in Service will occur for any Vesting
     Computation Period during which the Employee does not complete more than
     one-half (1/2) of the Hours of Service required to earn a Year of Service.
     (See Section 4.6 for a discussion of the vesting Break-in-Service rules.
     Also see Section 6.5(b) for rules applicable to the determination of a
     Break in Service when the Elapsed Time Method is used.)

22.28 Calendar Year Election. A special election used for determining the
     Lookback Year in applying the Highly Compensated Employee test under
     Section 22.99.

22.29 Cash-Out Distribution. A total distribution made to a partially vested
     Participant upon termination of participation under the Plan. See Section
     5.3(a) for the rules regarding the forfeiture of nonvested benefits upon a
     Cash-Out Distribution from the Plan.

22.30 Code. The Internal Revenue Code of 1986, as amended.

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22.31 Code (S)415 Safe Harbor Compensation. An optional definition of
     compensation used to determine Total Compensation. This definition may be
     selected under Part 3, #9.c. of the Agreement. See Section 22.197(c) for
     the definition of Code (S)415 Safe Harbor Compensation.

22.32 Compensation Dollar Limitation. The maximum amount of compensation that
     can be taken into account for any Plan Year for purposes of determining a
     Participant's Included Compensation (see Section 22.102) or Testing
     Compensation (see Section 22.190). For Plan Years beginning on or after
     January 1, 1994, the Compensation Dollar Limitation is $150,000, as
     adjusted for increases in the cost-of-living in accordance with Code
     (S)401(a)(17)(B).

     In determining the Compensation Dollar Limitation for any applicable period
     for which Included Compensation or Testing Compensation is being determined
     (the "determination period"), the cost-of-living adjustment in effect for a
     calendar year applies to any determination period beginning with or within
     such calendar year. If a determination period consists of fewer than 12
     months, the Compensation Dollar Limitation for such period is an amount
     equal to the otherwise applicable Compensation Dollar Limitation multiplied
     by a fraction, the numerator of which is the number of months in the short
     determination period, and the denominator of which is 12. A determination
     period will not be considered to be less than 12 months merely because
     compensation is taken into account only for the period the Employee is an
     Eligible Participant. If Section 401(k) Deferrals, Employer Matching
     Contributions, or Employee After-Tax Contributions are separately
     determined for each pay period, no proration of the Compensation Dollar
     Limitation is required with respect to such pay periods.

     For Plan Years beginning on or after January 1, 1989, and before January 1,
     1994, the Compensation Dollar Limitation taken into account for determining
     all benefits provided under the Plan for any Plan Year shall not exceed
     $200,000. This limitation shall be adjusted by the Secretary at the same
     time and in the same manner as under Code (S)415(d), except that the dollar
     increase in effect on January 1 of any calendar year is effective for Plan
     Years beginning in such calendar year and the first adjustment to the
     $200,000 limitation is effective on January 1, 1990.

     If compensation for any prior determination period is taken into account in
     determining a Participant's allocations for the current Plan Year, the
     compensation for such prior determination period is subject to the
     applicable Compensation Dollar Limitation in effect for that prior period.
     For this purpose, in determining allocations in Plan Years beginning on or
     after January 1, 1989, the Compensation Dollar Limitation in effect for
     determination periods beginning before that date is $200,000. In addition,
     in determining allocations in Plan Years beginning on or after January 1,
     1994, the Compensation Dollar Limitation in effect for determination
     periods beginning before that date is $150,000.

22.33 Co-Sponsor. A Related Employer that adopts this Plan by executing the
     Co-Sponsor Adoption Page under the Agreement. See Article 21 for the rules
     applicable to contributions and deductions for contributions made by a
     Co-Sponsor.

22.34 Co-Sponsor Adoption Page. The execution page under the Agreement that
     permits a Related Employer to adopt this Plan as a Co-Sponsor. See Article
     21.

22.35 Covered Compensation. The average (without indexing) of the Taxable Wage
     Bases in effect for each calendar year during the 35-year period ending
     with the last day of the calendar year in which the Participant attains (or
     will attain) Social Security Retirement Age. See Section 2.5(d)(2).

22.36 Cumulative Disparity Limit. A limit on the amount of permitted disparity
     that may be provided under the target benefit plan Agreement. See Section
     2.5(c)(3)(iv).

22.37 Current Year Testing Method. A method for applying the ADP Test and/or the
     ACP Test. See Section 17.2(a)(2) for a discussion of the Current Year
     Testing Method under the ADP Test and 17.3(a)(2) for a discussion of the
     Current Year Testing Method under the ACP Test.

22.38 Custodian. An organization that has custody of all or any portion of the
     Plan assets. See Section 12.11.

22.39 Davis-Bacon Act Service. A Participant's service used to apply the
     Davis-Bacon Contribution Formula under Part 4 of the Nonstandardized
     Agreement [Part 4C of the Nonstandardized 401(k) Agreement]. For this
     purpose, Davis-Bacon Act Service is any service performed by an Employee
     under a public contract subject to the Davis-Bacon Act or to any other
     federal, state or municipal prevailing wage law. See Section 2.2(a)(1).

22.40 Davis-Bacon Contribution Formula. The Employer may elect under Part 4 of
     the Nonstandardized Agreement [Part 4C of the Nonstandardized 401(k)
     Agreement] to provide an Employer Contribution for each Eligible
     Participant who performs Davis-Bacon Act Service. (See Section 2.2(a)(1)
     (profit sharing plan and 401(k) plan) and Section 2.4(e) (money purchase
     plan) for special rules regarding the application of the Davis-Bacon
     Contribution Formula.)

22.41 Defined Benefit Plan. A plan under which a Participant's benefit is based
     solely on the Plan's benefit formula without the establishment of separate
     Accounts for Participants.

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22.42 Defined Benefit Plan Fraction. A component of the combined limitation test
     under Code (S)415(e) for Employers that maintain or ever maintained both a
     Defined Contribution and a Defined Benefit Plan. See Section 7.5 (b)(1).

22.43 Defined Contribution Plan. A plan that provides for individual Accounts
     for each Participant to which all contributions, forfeitures, income,
     expenses, gains and losses under the Plan are credited or deducted. A
     Participant's benefit under a Defined Contribution Plan is based solely on
     the fair market value of his/her vested Account Balance.

22.44 Defined Contribution Plan Dollar Limitation. The maximum dollar amount of
     Annual Additions an Employee may receive under the Plan. See Section
     7.4(b).

22.45 Defined Contribution Plan Fraction. A component of the combined limitation
     test under Code (S)415(e) for Employers that maintain or ever maintained
     both a Defined Contribution and a Defined Benefit Plan. See Section
     7.5(b)(2).

22.46 Designated Beneficiary. A Beneficiary who is designated by the Participant
     (or by the terms of the Plan) and whose Life Expectancy is taken into
     account in determining minimum distributions under Code (S)401(a)(9). See
     Article 10.

22.47 Determination Date. The date as of which the Plan is tested to determine
     whether it is a Top-Heavy Plan. See Section 16.3(a).

22.48 Determination Period. The period during which contributions to the Plan
     are tested to determine if the Plan is a Top-Heavy Plan. See Section
     16.3(b).

22.49 Determination Year. The Plan Year for which an Employee's status as a
     Highly Compensated Employee is being determined. See Section 22.99(b)(1).

22.50 Directed Account. The Plan assets under a Trust which are held for the
     benefit of a specific Participant. See Section 13.4(b).

22.51 Directed Trustee. A Trustee is a Directed Trustee to the extent that the
     Trustee's investment powers are subject to the direction of another person.
     See Section 12.2(b).

22.52 Direct Rollover. A rollover, at the Participant's direction, of all or a
     portion of the Participant's vested Account Balance directly to an Eligible
     Retirement Plan. See Section 8.8.

22.53 Disabled. Except as modified under Part 13, #55 of the Agreement [Part 13,
     #73 of the 401(k) Agreement], an individual is considered Disabled for
     purposes of applying the provisions of this Plan if the individual is
     unable to engage in any substantial gainful activity by reason of a
     medically determinable physical or mental impairment that can be expected
     to result in death or which has lasted or can be expected to last for a
     continuous period of not less than 12 months. The permanence and degree of
     such impairment shall be supported by medical evidence.

22.54 Discretionary Trustee. A Trustee is a Discretionary Trustee to the extent
     the Trustee has exclusive authority and discretion to invest, manage or
     control the Plan assets without direction from any other person. See
     Section 12.2(a).

22.55 Distribution Calendar Year. A calendar year for which a minimum
     distribution is required. See Section 10.3(f).

22.56 Distribution Commencement Date. The date an Employee commences
     distribution from the Plan. If a Participant commences distribution with
     respect to a portion of his/her Account Balance, a separate Distribution
     Commencement Date applies to any subsequent distribution. If distribution
     is made in the form of an annuity, the Distribution Commencement Date may
     be treated as the first day of the first period for which annuity payments
     are made.

22.57 Early Retirement Age. The age and/or Years of Service requirement
     prescribed by Part 5, #17 of the Agreement [Part 5, #35 of the 401(k)
     Agreement]. Early Retirement Age may be used to determine distribution
     rights and/or vesting rights. The Plan is not required to have an Early
     Retirement Age.

22.58 Earned Income. Earned Income is the net earnings from self-employment in
     the trade or business with respect to which the Plan is established, and
     for which personal services of the individual are a material
     income-producing factor. Net earnings will be determined without regard to
     items not included in gross income and the deductions allocable to such
     items. Net earnings are reduced by contributions by the Employer to a
     qualified plan to the extent deductible under Code (S)404. Net earnings
     shall be determined after the deduction allowed to the taxpayer by Code (S)
     164(f). If Included Compensation is defined to exclude any items of
     Compensation (other than Elective Deferrals), then for purposes of
     determining the Included Compensation of a Self-Employed Individual, Earned
     Income shall be adjusted by multiplying Earned Income by the percentage of
     Total Compensation that is included for the Eligible Participants who are
     Nonhighly Compensated Employees. The percentage is determined by
     calculating the percentage of each Nonhighly Compensated Eligible
     Participant's Total Compensation that is included in the definition of
     Included Compensation and averaging those percentages.

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22.59 Effective Date. The date this Plan, including any restatement or amendment
     of this Plan, is effective. Where the Plan is restated or amended, a
     reference to Effective Date is the effective date of the restatement or
     amendment, except where the context indicates a reference to an earlier
     Effective Date. If this Plan is retroactively effective, the provisions of
     this Plan generally control. However, if the provisions of this Plan are
     different from the provisions of the Employer's prior plan and, after the
     retroactive Effective Date of this Plan, the Employer operated in
     compliance with the provisions of the prior plan, the provisions of such
     prior plan are incorporated into this Plan for purposes of determining
     whether the Employer operated the Plan in compliance with its terms,
     provided operation in compliance with the terms of the prior plan do not
     violate any qualification requirements under the Code, regulations, or
     other IRS guidance.

     The Employer may designate special effective dates for individual
     provisions under the Plan where provided in the Agreement or under Appendix
     A of the Agreement. If one or more qualified retirement plans have been
     merged into this Plan, the provisions of the merging plan(s) will remain in
     full force and effect until the Effective Date of the plan merger(s),
     unless provided otherwise under Appendix A-12 of the Agreement [Appendix
     A-16 of the 401(k) Agreement]. See Section 20.1 for special effective date
     provisions relating to the changes required under the GUST Legislation.

22.60 Elapsed Time Method. The Elapsed Time Method is a special method for
     crediting service for eligibility, vesting or for applying the allocation
     conditions under Part 4 of the Agreement. To apply the Elapsed Time Method
     for eligibility or vesting, the Employer must elect the Elapsed Time Method
     under Part 7 of the Agreement. To apply the Elapsed Time Method to
     determine an Employee's eligibility for an allocation under the Plan, the
     Employer must elect the Elapsed Time Method under Part 4, #15.e. of the
     Nonstandardized Agreement [Part 4B, #19.e. and/or Part 4C, #24.e. of the
     Nonstandardized 401(k) Agreement]. (See Section 6.5(b) for more information
     on the Elapsed Time Method of crediting service for eligibility and vesting
     and Section 2.6(c) for information on the Elapsed Time Method for
     allocation conditions.)

22.61 Elective Deferrals. Section 401(k) Deferrals, salary reduction
     contributions to a SEP described in Code (S)(S)408(k)(6) and 402(h)(1)(B)
     (sometimes referred to as a SARSEP), contributions made pursuant to a
     Salary Reduction Agreement to a contract, custodial account or other
     arrangement described in Code (S)403(b), and elective contributions made to
     a SIMPLE-IRA plan, as described in Code (S)408(p). Elective Deferrals shall
     not include any amounts properly distributed as an Excess Amount under
     (S)415 of the Code.

22.62 Eligibility Computation Period. The 12-consecutive month period used for
     measuring whether an Employee completes a Year of Service for eligibility
     purposes. An Employee's initial Eligibility Computation Period always
     begins on the Employee's Employment Commencement Date. Subsequent
     Eligibility Computation Periods are measured under the Shift-to-Plan-Year
     Method or the Anniversary Year Method. See Section 1.4(c).

22.63 Eligible Participant. Except as provided under Part 1, #6 of the
     Agreement, an Employee (other than an Excluded Employee) becomes an
     Eligible Participant on the appropriate Entry Date (as selected under Part
     2 of the Agreement) following satisfaction of the Plan's minimum age and
     service conditions (as designated in Part 1 of the Agreement). See Article
     1 for the rules regarding participation under the Plan.

     For purposes of the 401(k) Agreement, an Eligible Participant is any
     Employee (other than an Excluded Employee) who has satisfied the Plan's
     minimum age and service conditions designated in Part 1 of the Agreement
     with respect to a particular contribution. With respect to Section 401(k)
     Deferrals or Employee After-Tax Contributions, an Employee who has
     satisfied the eligibility conditions under Part 1 of the Agreement for
     making Section 401(k) Deferrals or Employee After-Tax Contribution is an
     Eligible Participant with respect to such contributions, even if the
     Employee chooses not to actually make any such contributions. With respect
     to Employer Matching Contributions, an Employee who has satisfied the
     eligibility conditions under Part 1 of the Agreement for receiving such
     contributions is an Eligible Participant with respect to such
     contributions, even if the Employee does not receive an Employer Matching
     Contribution (including forfeitures) because of the Employee's failure to
     make Section 401(k) Deferrals or Employee After-Tax Contributions, as
     applicable.

22.64 Eligible Rollover Distribution. An amount distributed from the Plan that
     is eligible for rollover to an Eligible Retirement Plan. See Section
     8.8(a).

22.65 Eligible Retirement Plan. A qualified retirement plan or IRA that may
     receive a rollover contribution. See Section 8.8(b).

22.66 Employee. An Employee is any individual employed by the Employer
     (including any Related Employers). An independent contractor is not an
     Employee. An Employee is not eligible to participate under the Plan if the
     individual is an Excluded Employee under Section 1.2. (See Section 1.3 for
     rules regarding coverage of Employees of Related Employers.) For purposes
     of applying the provisions under this Plan, a Self-Employed Individual
     (including a partner in a partnership) is treated as an Employee. A Leased
     Employee is also treated as an Employee of the recipient organization, as
     provided in Section 1.2(b).

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22.67 Employee After-Tax Contribution Account. The portion of the Participant's
     Account attributable to Employee After-Tax Contributions.

22.68 Employee After-Tax Contributions. Employee After-Tax Contributions are
     contributions made to the Plan by or on behalf of a Participant that is
     included in the Participant's gross income in the year in which made and
     that is maintained under a separate Employee After-Tax Contribution Account
     to which earnings and losses are allocated. Employee After-Tax
     Contributions may only be made under the Nonstandardized 401(k) Agreement.
     See Section 3.1.

22.69 Employer. Except as otherwise provided, Employer means the Employer
     (including a Co-Sponsor) that adopts this Plan and any Related Employer.
     (See Section 1.3 for rules regarding coverage of Employees of Related
     Employers. Also see Section 11.8 for operating rules when the Employer is a
     member of a Related Employer group, and Article 21 for rules that apply to
     Related Employers that execute a Co-Sponsor Adoption Page under the
     Agreement.)

22.70 Employer Contribution Account. If this Plan is a profit sharing plan
     (other than a 401(k) plan), a money purchase plan, or a target benefit
     plan, the Employer Contribution Account is the portion of the Participant's
     Account attributable to contributions made by the Employer. If this is a
     401(k) plan, the Employer Contribution Account is the portion of the
     Participant's Account attributable to Employer Nonelective Contributions,
     other than QNECs or Safe Harbor Nonelective Contributions.

22.71 Employer Contributions. If this Plan is a profit sharing plan (other than
     a 401(k) plan), a money purchase plan, or a target benefit plan, Employer
     Contributions are any contributions the Employer makes pursuant to Part 4
     of to the Agreement. If this Plan is a 401(k) plan, Employer Contributions
     include Employer Nonelective Contributions and Employer Matching
     Contributions, including QNECs, QMACs and Safe Harbor Contributions that
     the Employer makes under the Plan. Employer Contributions also include any
     Section 401(k) Deferrals an Employee makes under the Plan, unless the Plan
     expressly provides for different treatment of Section 401(k) Deferrals.

22.72 Employer Matching Contribution Account. The portion of the Participants
     Account attributable to Employer Matching Contributions, other than QMACs
     or Safe Harbor Matching Contributions.

22.73 Employer Matching Contributions. Employer Matching Contributions are
     contributions made by the Employer on behalf of a Participant on account of
     Section 401(k) Deferrals or Employee After-Tax Contributions made by such
     Participant, as designated under Parts 4B(b) of the 401(k) Agreement.
     Employer Matching Contributions may only be made under the 401(k)
     Agreement. Employer Matching Contributions also include any QMACs the
     Employer makes pursuant to Part 4B, #18 of the 401(k) Agreement and any
     Safe Harbor Matching Contributions the Employer makes pursuant to Part 4E
     of the 401(k) Agreement. See Section 2.3(b).

22.74 Employer Nonelective Contributions. Employer Nonelective Contributions are
     contributions made by the Employer on behalf of Eligible Participants under
     the 401(k) Plan, as designated under Part 4C of the 401(k) Agreement.
     Employer Nonelective Contributions also include any QNECs the Employer
     makes pursuant to Part 4C, #22 of the 401(k) Agreement and any Safe Harbor
     Nonelective Contributions the Employer makes pursuant to Part 4E of the
     401(k) Agreement. See Section 2.3(d).

22.75 Employment Commencement Date. The date the Employee first performs an Hour
     of Service for the Employer. For purposes of applying the Elapsed Time
     rules under Section 6.5(b), an Hour of Service is limited to an Hour of
     Service as described in Section 22.101(a).

22.76 Employment Period. The period as defined in Part 3, #11 .c. of the target
     benefit plan Agreement used to determine an Employee's Average
     Compensation. See Section 2.5(d)(1)(iii).

22.77 Entry Date. The date on which an Employee becomes an Eligible Participant
     upon satisfying the Plan's minimum age and service conditions. See Section
     1.5.

22.78 Equivalency Method. An alternative method for crediting Hours of Service
     for purposes of eligibility and vesting. To apply, the Employer must elect
     the Equivalency Method under Part 7 of the Agreement. See Section 6.5(a)
     for a more detailed discussion of the Equivalency Method.

22.79 ERISA. The Employee Retirement Income Security Act of 1974, as amended.

22.80 Excess Aggregate Contributions. Amounts which are distributed to correct
     the ACP Test. See Section 17.7(c).

22.81 Excess Amount. Amounts which exceed the Annual Additions Limitation. See
     Section 7.4(c).

22.82 Excess Compensation. The amount of Included Compensation which exceeds the
     Integration Level. Excess Compensation is used for purposes of applying the
     Permitted Disparity allocation formula under the profit sharing or 401(k)
     plan Agreement (see Section 2.2(b)(2)) or under the money purchase plan
     Agreement (see Section 2.4(c)) or for applying the Integration Formulas
     under the target benefit plan Agreement (see Section 2.5(d)(3)).

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22.83 Excess Contributions. Amounts which are distributed to correct the ADP
     Test. See Section 17.7(d).

22.84 Excess Deferrals. Elective Deferrals that are includible in a
     Participant's gross income because they exceed the dollar limitation under
     Code (S)402(g). Excess Deferrals made to this Plan shall be treated as
     Annual Additions under the Plan, unless such amounts are distributed no
     later than the first April 15 following the close of the Participant's
     taxable year for which the Excess Deferrals are made. See Section 17.1.

22.85 Excluded Employee. An Employee who is excluded under Part 1, #4 of the
     Agreement. See Section 1.2.

22.86 Fail-Safe Coverage Provision. A correction provision that permits the Plan
     to automatically correct a coverage violation resulting from the
     application of a last day of employment or Hours of Service allocation
     condition. See Section 2.7.

22.87 Favorable IRS Letter. A notification letter or opinion letter issued by
     the IRS to a Prototype Sponsor as to the qualified status of a Prototype
     Plan. A separate Favorable IRS Letter is issued with respect to each
     Agreement offered under the Prototype Plan. If the term is used to refer to
     a letter issued to an Employer with respect to its adoption of this
     Prototype Plan, such letter is a determination letter issued by the IRS.

22.88 Five-Percent Owner. An individual who owns (or is considered as owning
     within the meaning of Code (S)318) more than 5 percent of the outstanding
     stock of the Employer or stock possessing more than 5 percent of the total
     combined voting power of all stock of the Employer. If the Employer is not
     a corporation, a Five-Percent Owner is an individual who owns more than 5
     percent of the capital or profits interest of the Employer.

22.89 Five-Year Forfeiture Break in Service. A Break in Service rule under which
     a Participant's nonvested benefit may be forfeited. See Section 4.6(b).

22.90 Flat Benefit. A Nonintegrated Benefit Formula under Part 4 of the target
     benefit plan Agreement that provides for a Stated Benefit equal to a
     specified percentage of Average Compensation. See Section 2.5(c)(1)(i).

22.91 Flat Excess Benefit. An Integrated Benefit Formula under Part 4 of the
     target benefit plan Agreement that provides for a Stated Benefit equal to a
     specified percentage of Average Compensation plus a specified percentage of
     Excess Compensation. See Section 2.5(c)(2)(i).

22.92 Flat Offset Benefit. An Integrated Benefit Formula under Part 4 of the
     target benefit plan Agreement that provides for a Stated Benefit equal to a
     specified percentage of Average Compensation which is offset by a specified
     percentage of Offset Compensation. See Section 2.5(c)(2)(iii).

22.93 Former Related Employer. A Related Employer (as defined in Section 22.164)
     that ceases to be a Related Employer because of an acquisition or
     disposition of stock or assets, a merger, or similar transaction. See
     Section 21.4 for the effect when a Co-Sponsor becomes a Former Related
     Employer.

22.94 Four-Step Formula. A method for allocating certain Employer Contributions
     under the Permitted Disparity Method. See Section 2.2(b)(2)(ii).

22.95 General Trust Account. The Plan assets under a Trust which are held for
     the benefit of all Plan Participants as a pooled investment. See Section
     13.4(a).

22.96 GUST Legislation. GUST Legislation refers to the Uruguay Round Agreements
     Act (GATT), the Uniformed Services Employment and Reemployment Rights Act
     of 1994 (USERRA) the Small Business Job Protection Act of 1996 (SBJPA), the
     Taxpayer Relief Act of 1997 (TRA '97), and the Internal Revenue Service
     Restructuring and Reform Act of 1998. See Article 20 for special rules for
     demonstrating compliance with the qualification changes under the GUST
     Legislation.

22.97 Hardship. A heavy and immediate financial need which meets the
     requirements of Section 8.6.

22.98 Highest Average Compensation. A term used to apply the combined plan limit
     under Code(S)415(e). See Section 7.5(b)(3).

22.99 Highly Compensated Employee. The definition of Highly Compensated Employee
     under this Section is effective for Plan Years beginning after December 31,
     1996. For Plan Years beginning before January 1, 1997, Highly Compensated
     Employees are determined under Code (S)414(q) as in effect at that time.

     (a)  Definition. An Employee is a Highly Compensated Employee for a Plan
          Year if he/she:

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          (1)  is a Five-Percent Owner (as defined in Section 22.88) at any time
               during the Determination Year or the Lookback Year; or '

          (2)  has Total Compensation from the Employer for the Lookback Year in
               excess of $80,000 (as adjusted) and, if elected under Part 13,
               #50.a. of the Agreement [Part 13, #68.a. of the 401(k)
               Agreement], is in the Top-Paid Group for the Lookback Year. If
               the Employer does not specifically elect to apply the Top-Paid
               Group Test, the Highly Compensated Employee definition will be
               applied without regard to whether an Employee is in the Top-Paid
               Group. The $80,000 amount is adjusted at the same time and in the
               same manner as under Code (S)415(d), except that the base period
               is the calendar quarter ending September 30, 1996.

     (b)  Other Definitions. The following definitions apply for purposes of
          determining Highly Compensated Employee status under this Section
          22.99.

          (1)  Determination Year. The Determination Year is the Plan Year for
               which the Highly Compensated Employee determination is being
               made.

          (2)  Lookback Year. Unless the Calendar Year Election (or Old-Law
               Calendar Year Election) applies, the Lookback Year is the
               12-month period immediately preceding the Determination Year.

          (3)  Total Compensation. Total Compensation as defined under Section
               22.197.

          (4)  Top-Paid Group. An Employee is in the Top-Paid Group for purposes
               of applying the Top-Paid Group Test if the Employee is one of the
               top 20% of Employees ranked by Total Compensation. In determining
               the Top-Paid Group, any reasonable method of rounding or
               tie-breaking is permitted. For purposes of determining the number
               of Employees in the Top-Paid Group for any year, Employees
               described in Code (S)414(q)(5) or applicable regulations may be
               excluded.

          (5)  Calendar Year Election. If the Plan Year elected under the
               Agreement is not the calendar year, for purposes of applying the
               Highly Compensated Employee test under subsection (a)(2) above,
               the Employer may elect under Part 13, #50.b. of the Agreement
               [Part 13, #68.b. of the 401(k) Agreement] to substitute for the
               Lookback Year the calendar year that begins in the Lookback Year.
               The Calendar Year Election does not apply for purposes of
               applying the Five-Percent Owner test under subsection (a)(1)
               above. If the Employer does not specifically elect to apply the
               Calendar Year Election, the Calendar Year Election does not
               apply. The Calendar Year Election should not be selected if the
               Plan is using a calendar Plan Year.

          (6)  Old-Law Calendar Year Election. A special election available
               under section 1.414(q)-1T of the temporary Income Tax Regulations
               and provided for in Notice 97-45 for the Plan Year beginning in
               1997 which permitted the Employer to substitute the calendar year
               beginning with or within the Plan Year for the Lookback Year in
               applying subsections (a)(1) and (a)(2) above. If the 1997 Plan
               Year was a calendar year, the effect of the Old-Law Calendar Year
               Election was to treat the Determination Year and the Lookback
               Year as the same 12-month period. The Employer may elect to apply
               the Old-Law Calendar Year Election under Appendix B-1 .c. of the
               Agreement. See Section 20.2(c).

     (c)  Application of Highly Compensated Employee definition. In determining
          whether an Employee is a Highly Compensated Employee for years
          beginning in 1997, the amendments to Code (S)414(q) as described above
          are treated as having been in effect for years beginning in 1996. In
          determining an Employee's status as a highly compensated former
          employee, the rules for the applicable Determination Year apply in
          accordance with section 1.414(q)-1T, A-4 of the temporary Income Tax
          Regulations and Notice 97-45.

22.100 Highly Compensated Employee Group. The group of Highly Compensated
     Employees who are included in the ADP Test and/or the ACP Test. See Section
     17.7(e).

22.101 Hour of Service. Each Employee will receive credit for each Hour of
     Service as defined in this Section 22.101. An Employee will not receive
     credit for the same Hour of Service under more than one category listed
     below.

     (a)  Performance of duties. Hours of Service include each hour for which an
          Employee is paid, or entitled to payment, for the performance of
          duties for the Employer. These hours will be credited to the Employee
          for the computation period in which the duties are performed.

     (b)  Nonperformance of duties. Hours of Service include each hour for which
          an Employee is paid, or entitled to payment, by the Employer on
          account of a period of time during which no duties are performed
          (irrespective of whether the employment relationship has terminated)
          due to vacation, holiday, illness, incapacity (including disability),
          layoff, jury duty, military duty or leave of absence. No more than 501
          hours of service

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          will be credited under this paragraph for any single continuous period
          (whether or not such period occurs in a single computation period).
          Hours under this paragraph will be calculated and credited pursuant to
          (S)2530.200b-2 of the Department of Labor Regulations which is
          incorporated herein by this reference.

     (c)  Back pay award. Hours of Service include each hour for which back pay,
          irrespective of mitigation of damages, is either awarded or agreed to
          by the Employer. The same Hours of Service will not be credited both
          under subsection (a) or subsection (b), as the case may be, and under
          this subsection (c). These hours will be credited to the Employee for
          the computation period or periods to which the award or agreement
          pertains rather than the computation period in which the award,
          agreement or payment is made.

     (d)  Related Employers/Leased Employees. For purposes of crediting Hours of
          Service, all Related Employers are treated as a single Employer. Hours
          of Service will be credited for employment with any Related Employer.
          Hours of Service also include hours credited as a Leased Employee for
          a recipient organization.

     (e)  Maternity/paternity leave. Solely for purposes of determining whether
          a Break in Service has occurred in a computation period, an individual
          who is absent from work for maternity or paternity reasons will
          receive credit for the Hours of Service which would otherwise have
          been credited to such individual but for such absence, or in any case
          in which such hours cannot be determined, 8 Hours of Service per day
          of such absence. For purposes of this paragraph, an absence from work
          for maternity or paternity reasons means an absence (1) by reason of
          the pregnancy of the individual, (2) by reason of a birth of a child
          of the individual, (3) by reason of the placement of a child with the
          individual in connection with the adoption of such child by such
          individual, or (4) for purposes of caring for such child for a period
          beginning immediately following such birth or placement. The Hours of
          Service credited under this paragraph will be credited (1) in the
          computation period in which the absence begins if the crediting is
          necessary to prevent a Break in Service in that period, or (2) in all
          other cases, in the following computation period.

22.102 Included Compensation. Included Compensation is Total Compensation, as
     modified under Part 3, #10 of the Agreement, used to determine allocations
     of contributions and forfeitures. Under the Nonstandardized Agreement,
     Included Compensation generally includes amounts an Employee earns with a
     Related Employer that has not executed a Co-Sponsor Adoption Page under the
     Agreement. However, the Employer may elect under Part 3, #10.b.(7) of the
     Nonstandardized Agreement [Part 3, #10.i. of the Nonstandardized 401(k)
     Agreement] to exclude all amounts earned with a Related Employer that has
     not executed a Co-Sponsor Adoption Page. Under the Standardized Agreement,
     Included Compensation always includes all compensation earned with
     allRelated Employers, without regard to whether the Related Employer
     executes the Co-Sponsor Adoption Page. (See Section 21.5.) In no case may
     Included Compensation for any Participant exceed the Compensation Dollar
     Limitation as defined in Section 22.32. Included Compensation does not
     include any amounts earned while an individual is an Excluded Employee (as
     defined in Section 1.2 of this BPD).

     The Employer may select under Part 3, #10 of the 401(k) Agreement to
     provide a different definition of Included Compensation for determining
     Section 401(k) Deferrals, Employer Matching Contributions, and Employer
     Nonelective Contributions. Unless otherwise provided in Part 3, #10.j. of
     the Nonstandardized 401(k) Agreement, the definition of Included
     Compensation chosen for Section 401(k) Deferrals also applies to any
     Employee After-Tax Contributions and to any Safe Harbor Contributions
     designated under Part 4E of the Agreement; the definition of Included
     Compensation chosen for Employer Matching Contributions also applies to any
     QMACs; and the definition of Included Compensation chosen for Employer
     Nonelective Contributions also applies to any QNECs.

     The Employer may elect to exclude from the definition of Included
     Compensation any of the amounts permitted under Part 3, #10 of the
     Agreement. However, to use the same definition of compensation for purposes
     of nondiscrimination testing, the definition of Included Compensation must
     satisfy the nondiscrimination requirements of Code (S)414(s). The
     definition of Included Compensation will be deemed to be nondiscriminatory
     under Code (S)414(s) if the only amounts excluded are amounts under Part 3,
     # 10.b.(1) - (3) of the Nonstandardized Agreement [Part 3, #10.c. - e. of
     the Nonstandardized 401(k) Agreement]. Any other exclusions could cause the
     definition of Included Compensation to fail to satisfy the
     nondiscrimination requirements of Code (S)414(s). If the definition of
     Included Compensation fails to satisfy the nondiscrimination requirements
     of Code (S)414(s), additional nondiscrimination testing may have to be
     performed to demonstrate compliance with the nondiscrimination
     requirements. The definition of Included Compensation under the
     Standardized Agreements must satisfy the nondiscrimination requirements
     under Code (S)414(s).

     If the Plan uses a Permitted Disparity Method under Part 4 of the Agreement
     or if the Plan is a Safe Harbor 401(k) Plan, the definition of Included
     Compensation must satisfy the nondiscrimination requirements under Code
     (S)414(s). Therefore, any exclusions from Included Compensation under Part
     3, #10.b.(4) - (8) of the Nonstandardized Agreement [Part 3, #10.f. - j. of
     the Nonstandardized 401(k) Agreement] will apply only to Highly Compensated
     Employees, unless specifically provided otherwise under Part 3, #10.b.(8).
     of the Nonstandardized Agreement [Part 3, #10.j. of the Nonstandardized
     401(k) Agreement].

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     The Employer may elect under Part 3, #10.b.(1) of the Agreement [Part 3,
     #10.c. of the 401(k) Agreement] to exclude Elective Deferrals, pre-tax
     contributions to a cafeteria plan or a Code (S)457 plan, and qualified
     transportation fringes under Code (S) 132(f)(4). Generally, the exclusion
     of qualified transportation fringes is effective for Plan Years beginning
     on or after January 1, 2001. However, the Employer may elect an earlier
     effective date under Appendix B-3.c. of the Agreement.

22.103 Insurer. An insurance company that issues a life insurance policy on
     behalf of a Participant under the Plan in accordance with the requirements
     under Article 15.

22.104 Integrated Benefit Formula. A benefit formula under Part 4 of the target
     benefit plan Agreement that takes into account an Employee's Social
     Security benefits. See Section 2.5(c)(2).

22.105 Integration Level. The amount used for purposes of applying the Permitted
     Disparity Method allocation formula (or the Integrated Benefit Formulas
     under the target benefit plan Agreement). The Integration Level is the
     Taxable Wage Base, unless the Employer designates a different amount under
     Part 4 of the Agreement.

22.106 Investment Manager. A person (other than the Trustee) who (a) has the
     power to manage, acquire, or dispose of Plan assets (b) is an investment
     adviser, a bank, or an insurance company as described in (S)3(38)(B) of
     ERISA, and (c) acknowledges fiduciary responsibility to the Plan in
     writing.

22.107 Key Employee. Employees who are taken into account for purposes of
     determining whether the Plan is a Top-Heavy Plan. See Section 16.3(c).

22.108 Leased Employee. An individual who performs services for the Employer
     pursuant to an agreement between the Employer and a leasing organization,
     and who satisfies the definition of a Leased Employee under Code (S)414(n).
     See Section 1.2(b) for rules regarding the treatment of a Leased Employee
     as an Employee of the Employer.

22.109 Life Expectancy. A Participant's and/or Designated Beneficiary's life
     expectancy used for purposes of determining required minimum distributions
     under the Plan. See Section 10.3(e).

22.110 Limitation Year. The measuring period for determining whether the Plan
     satisfies the Annual Additions Limitation under Section 7.4(d).

22.111 Lookback Year. The 12-month period immediately preceding the current Plan
     Year during which an Employee's status as Highly Compensated Employee is
     determined. See Section 22.99(b)(2).

22.112 Maximum Disparity Percentage. The maximum amount by which the designated
     percentage of Excess Compensation under an Excess Benefit formula under
     Part 4 of the target benefit plan Agreement may exceed the designated
     percentage of Average Compensation. See Section 2.5(c)(3)(i).

22.113 Maximum Offset Percentage. The maximum amount that may be designated as
     the offset percentage under an Offset Benefit formula under Part 4 of the
     target benefit plan Agreement. See Section 2.5(c)(3)(ii).

22.114 Maximum Permissible Amount. The maximum amount that may be allocated to a
     Participant's Account within the Annual Additions Limitation. See Section
     7.4(e).

22.115 Measuring Period. The period for which Average Compensation or Offset
     Compensation is measured under the target benefit plan Agreement. Unless
     elected otherwise under Part 3, #11 .b. or Part 3, #12.a. of the target
     benefit plan Agreement, as applicable, the Measuring Period is the Plan
     Year (or the 12-month period ending on the last day of the Plan Year for a
     short Plan Year). See Sections 2.5(d)(1)(ii) and 2.5(d)(5)(i).

22.116 Multiple Use Test. A special nondiscrimination test that applies when the
     Plan must perform both the ADP Test and the ACP Test in the same Plan Year.
     See Section 17.4.

22.117 Named Fiduciary. The Plan Administrator or other fiduciary named by the
     Plan Administrator to control and manage the operation and administration
     of the Plan. To the extent authorized by the Plan Administrator, a Named
     Fiduciary may delegate its responsibilities to a third party or parties.
     The Employer shall also be a Named Fiduciary.

22.118 Net Profits. The Employer's net income or profits that may be used to
     limit the amount of Employer Contributions made under the Plan. See Section
     2.2(a)(2).

22.119 New Related Employer. An organization that becomes a Related Employer (as
     defined in Section 22.164) with the Employer by reason of an acquisition or
     disposition of stock or assets, a merger, or similar transaction. See
     Section 21.5 for special procedures under a Standardized Agreement when
     there is a New Related Employer.

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22.120 Nonhighly Compensated Employee. Any Employee who is not a Highly
     Compensated Employee. See Section 22.99 for the definition of Highly
     Compensated Employee.

22.121 Nonhighly Compensated Employee Group. The group of Nonhighly Compensated
     Employees included in the ADP Test and/or the ACP Test. See Section
     17.7(f).

22.122 Nonintegrated Benefit Formula. A benefit formula under Part 4 of the
     target benefit plan Agreement that does not take into account an Employee's
     Social Security benefits. See Section 2.5(c)(1).

22.123 Non-Key Employee. Any Employee who is not a Key Employee. (See Section
     16.3(c).)

22.124 Nonresident Alien Employees. An Employee who is neither a citizen of the
     United States nor a resident of the United States for U.S. tax purposes (as
     defined in Code (S)7701(b)), and who does not have any earned income (as
     defined in Code (S)911) for the Employer that constitutes U.S. source
     income (within the meaning of Code (S)861). If a Nonresident Alien Employee
     has U.S. source income, he/she is treated as satisfying this definition if
     all of his/her U.S. source income from the Employer is exempt from U.S.
     income tax under an applicable income tax treaty.

22.125 Nonstandardized Agreement. An Agreement under this Prototype Plan under
     which an adopting Employer may not rely on a Favorable IRS Letter issued to
     the Prototype Sponsor. In order to have reliance from the IRS that the form
     of the Plan as adopted by the Employer is qualified, the Employer must
     request a determination letter on the Plan.

22.126 Normal Retirement Age. The age selected under Part 5 of the Agreement. If
     a Participant's Normal Retirement Age is determined wholly or partly with
     reference to an anniversary of the date the Participant commenced
     participation in the Plan and/or the Participant's Years of Service, Normal
     Retirement Age is the Participant's age when such requirements are
     satisfied. If the Employer enforces a mandatory retirement age, the Normal
     Retirement Age is the lesser of that mandatory age or the age specified in
     the Agreement.

22.127 Offset Compensation. The average of a Participant's annual Included
     Compensation during the three (3) consecutive Measuring Periods designated
     under Part 3, #12 of the target benefit plan Agreement. See Section
     2.5(d)(5) for a complete definition of Offset Compensation.

22.128 Offset Benefit Formula. A Flat Offset Benefit formula or a Unit Offset
     Benefit formula under Part 4 of the target benefit plan Agreement that
     provides for a Stated Benefit based on a percentage of Average Compensation
     offset by a percentage of Offset Compensation. See Section 2.5(c)(2)(iii)
     and (iv).

22.129 Old-Law Calendar Year Election. A special election for determining the
     Lookback Year under the Highly Compensated Employee test that was available
     only for the 1997 Plan Year. See Section 22.99(b)(6).

22.130 Old-Law Required Beginning Date. If so elected under Part 13, #52 of the
     Agreement [Part 13, #70 of the 401(k) Agreement], the date by which minimum
     distributions must commence under the Plan, as determined under Section
     10.3(a)(2).

22.131 Owner-Employee. A Self-Employed Individual (as defined in Section 22.180)
     who is a sole proprietor, or who is a partner owning more than 10 percent
     of either the capital or profits interest of the partnership.

22.132 Paired Plans. Two or more Standardized Agreements that are designated as
     Paired Plans. See Section 19.6.

22.133 Participant. A Participant is an Employee or former Employee who has
     satisfied the conditions for participating under the Plan. A Participant
     also includes any Employee or former Employee who has an Account Balance
     under the Plan, including an Account Balance derived from a rollover or
     transfer from another qualified plan or IRA. A Participant is entitled to
     share in an allocation of contributions or forfeitures under the Plan for a
     given year only if the Participant is an Eligible Participant as defined in
     Section 1.1, and satisfies the allocation conditions set forth in Section
     2.6 and Part 4 of the Agreement.

22.134 Period of Severance. A continuous period of time during which the
     Employee is not employed by the Employer and which is used to determine an
     Employee's Participation under the Elapsed Time Method. See Section
     6.5(b)(2).

22.135 Permissive Aggregation Group. Plans that are not required to be
     aggregated to determine whether the Plan is a Top-Heavy Plan. See Section
     16.3(d).

22.136 Permitted Disparity Method. A method for allocating certain Employer
     Contributions to Eligible Participants as designated under Part 4 of the
     Agreement. See Article 2.

22.137 Plan. The Plan is the retirement plan established or continued by the
     Employer for the benefit of its Employees under this Prototype Plan
     document. The Plan consists of the BPD and the elections made under the
     Agreement. If the

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     Employer adopts more than one Agreement offered under this Prototype Plan,
     then each executed Agreement represents a separate Plan, unless the
     Agreement restates a previously executed Agreement.

22.138 Plan Administrator. The Plan Administrator is the person designated to be
     responsible for the administration and operation of the Plan. Unless
     otherwise designated by the Employer, the Plan Administrator is the
     Employer. If any Related Employer has executed a Co-Sponsor Adoption Page,
     the Employer referred to in this Section is the Employer that executes the
     Signature Page of the Agreement.

22.139 Plan Year. The 12-consecutive month period for administering the Plan, on
     which the records of the Plan are maintained. The Employer must designate
     the Plan Year applicable to the Plan under the Agreement. If the Plan Year
     is amended, a Plan Year of less than 12 months may be created. If this is a
     new Plan, the first Plan Year begins on the Effective Date of the Plan. If
     the amendment of the Plan Year or the Effective Date of a new Plan creates
     a Plan Year that is less than 12 months long, there is a Short Plan Year.
     The existence of a Short Plan Year may be documented under the Plan Year
     definition on page 1 of the Agreement. See Section 11.7 for operating rules
     that apply to Short Plan Years.

22.140 Pre-Age 35 Waiver. A waiver of the QPSA before a Participant reaches age
     35. See Section 9.4(f).

22.141 Predecessor Employer. An employer that previously employed the Employees
     of the Employer. See Section 6.7 for the rules regarding the crediting of
     service with a Predecessor Employer.

22.142 Predecessor Plan. A Predecessor Plan is a qualified plan maintained by
     the Employer that is terminated within the 5-year period immediately
     preceding or following the establishment of this Plan. A Participant's
     service under a Predecessor Plan must be counted for purposes of
     determining the Participant's vested percentage under the Plan. See Section
     4.5(b)(1).

22.143 Present Value. The current single-sum value of an Accrued Benefit under a
     Defined Benefit Plan.

22.144 Present Value Stated Benefit. An amount used to determine the Employer
     Contribution under the target benefit plan Agreement. See Section
     2.5(b)(3).

22.145 Prior Year Testing Method. A method for applying the ADP Test and/or the
     ACP Test. See Section 17.2(a)(1) for a discussion of the Prior Year Testing
     Method under the ADP Test and Section 17.3(a)(1) for a discussion of the
     Prior Year Testing Method under the ACP Test.

22.146 Pro Rata Allocation Method. A method for allocating certain Employer
     Contributions to Eligible Participants under the Plan. See Article 2.

22.147 Projected Annual Benefit. An amount used in the numerator of the Defined
     Benefit Plan Fraction. See Section 7.5(b)(4).

22.148 Protected Benefit. A Participant's benefits which may not be eliminated
     by Plan amendment. Protected Benefits include early retirement benefits,
     retirement-type subsidies, and optional forms of benefit (as defined under
     the regulations). See Section 18.1(c).

22.149 Prototype Plan. A plan sponsored by a Prototype Sponsor the form of which
     is the subject of a Favorable IRS Letter from the Internal Revenue Service
     which is made up of a Basic Plan Document and an Adoption Agreement. An
     Employer may establish or continue a plan by executing an Adoption
     Agreement under this Prototype Plan.

22.150 Prototype Sponsor. The Prototype Sponsor is the entity that maintains the
     Prototype Plan for adoption by Employers. See Section 18.1 (a) for the
     ability of the Prototype Sponsor to amend this Plan.

22.151 QDRO -- Qualified Domestic Relations Order. A domestic relations order
     that provides for the payment of all or a portion of the Participant's
     benefits to an Alternate Payee and satisfies the requirements under Code
     (S)414(p). See Section 11.5.

22.152 QJSA -- Qualified Joint and Survivor Annuity. A QJSA is an immediate
     annuity payable over the life of the Participant with a survivor annuity
     payable over the life of the spouse. If the Participant is not married as
     of the Distribution Commencement Date, the QJSA is an immediate annuity
     payable over the life of the Participant. See Section 9.2.

22.153 QMAC Account. The portion of a Participant's Account attributable to
     QMACs.

22.154 QMACs -- Qualified Matching Contributions. An Employer Matching
     Contribution made by the Employer that satisfies the requirements under
     Section 17.7(g).

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22.155 QNEC Account. The portion of a Participant's Account attributable to
     QNECs.

22.156 QNECs -- Qualified Nonelective Contributions. An Employer Nonelective
     Contribution made by the Employer that satisfies the requirements under
     Section 17.7(h).

22.157 QPSA -- Qualified Preretirement Survivor Annuity. A QPSA is an annuity
     payable over the life of the surviving spouse that is purchased using 50%
     of the Participant's vested Account Balance as of the date of death. The
     Employer may modify the 50% QPSA level under Part 11, #41.b. of the
     Agreement [Part 11, #59.b. of the 401(k) Agreement]. See Section 9.3.

22.158 QPSA Election Period. The period during which a Participant (and the
     Participant's spouse) may waive the QPSA under the Plan. See Section
     9.4(e).

22.159 Qualified Election. An election to waive the QJSA or QPSA under the Plan.
     See Section 9.4(d).

22.160 Qualified Transfer. A plan-to-plan transfer which meets the requirements
     under Section 3.3(d).

22.161 Qualifying Employer Real Property. Real property of the Employer which
     meets the requirements under ERISA (S)407(d)(4). See Section 13.5(b) for
     limitations on the ability of the Plan to invest in Qualifying Employer
     Real Property.

22.162 Qualifying Employer Securities. An Employer security which is stock, a
     marketable obligation, or interest in a publicly traded partnership as
     described in ERISA (S)407(d)(5). See Section 13.5(b) for limitations on the
     ability of the Plan to invest in Qualifying Employer Securities.

22.163 Reemployment Commencement Date. The first date upon which an Employee is
     credited with an Hour of Service following a Break in Service (or Period of
     Severance, if the Plan is using the Elapsed Time Method of crediting
     service). For purposes of applying the Elapsed Time rules under Section
     6.5(b), an Hour of Service is limited to an Hour of Service as described in
     Section 22.101(a).

22.164 Related Employer. A Related Employer includes all members of a controlled
     group of corporations (as defined in Code (S)414(b)), all commonly
     controlled trades or businesses (as defined in Code (S)414(c)) or
     affiliated service groups (as defined in Code (S)414(m)) of which the
     adopting Employer is a part, and any other entity required to be aggregated
     with the Employer pursuant to regulations under Code (S)414(o). For
     purposes of applying the provisions under this Plan, the Employer and any
     Related Employers are treated as a single Employer, unless specifically
     stated otherwise. See Section 11.8 for operating rules that apply when the
     Employer is a member of a Related Employer group.

22.165 Required Aggregation Group. Plans which must be aggregated for purposes
     of determining whether the Plan is a Top-Heavy Plan. See Section 16.3(f).

22.166 Required Beginning Date. The date by which minimum distributions must
     commence under the Plan. See Section 10.3(a).

22.167 Reverse QNEC Method. A method for allocating QNECs under the Plan. See
     Section 2.3(e)(2).

22.168 Rollover Contribution Account. The portion of the Participant's Account
     attributable to a Rollover Contribution from another qualified plan or IRA.

22.169 Rollover Contribution. A contribution made by an Employee to the Plan
     attributable to an Eligible Rollover Distribution from another qualified
     plan or IRA. See Section 8.8(a) for the definition of an Eligible Rollover
     Distribution.

22.170 Rule of Parity Break in Service. A Break in Service rule used to
     determine an Employee's Participation under the Plan. See Section 1.6(a)
     for the effect of the Rule of Parity Break in Service on eligibility to
     participate under the Plan and see Section 4.6(c) for the application for
     the effect of the Rule of Parity Break in Service Rule on vesting.

22.171 Safe Harbor 401(k) Plan. A 401(k) plan that satisfies the conditions
     under Section 17.6.

22.172 Safe Harbor Contribution. A contribution authorized under Part 4E of the
     401(k) Agreement that allows the Plan to qualify as a Safe Harbor 401(k)
     Plan. A Safe Harbor Contribution may be a Safe Harbor Matching Contribution
     or a Safe Harbor Nonelective Contribution.

22.173 Safe Harbor Matching Contribution Account. The portion of a Participant's
     Account attributable to Safe Harbor Matching Contributions.

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22.174 Safe Harbor Matching Contributions. An Employer Matching Contribution
     that satisfies the requirements under Section 17.6(a)(1)(i).

22.175 Safe Harbor Nonelective Contribution Account. The portion of a
     Participant's Account attributable to Safe Harbor Nonelective
     Contributions.

22.176 Safe Harbor Nonelective Contributions. An Employer Nonelective
     Contribution that satisfies the requirements under Section 17.6(a)(1)(ii).

22.177 Salary Reduction Agreement. A Salary Reduction Agreement is a written
     agreement between an Eligible Participant and the Employer, whereby the
     Eligible Participant elects to reduce his/her Included Compensation by a
     specific dollar amount or percentage and the Employer agrees to contribute
     such amount into the 401(k) Plan. A Salary Reduction Agreement may require
     that an election be stated in specific percentage increments (not greater
     than 1% increments) or in specific dollar amount increments (not greater
     than dollar increments that could exceed 1% of Included Compensation).

     A Salary Reduction Agreement may not be effective prior to the later of:
     (a) the date the Employee becomes an Eligible Participant; (b) the date the
     Eligible Participant executes the Salary Reduction Agreement; or (c) the
     date the 401(k) plan is adopted or effective. A Salary Reduction Agreement
     is valid even though it is executed by an Employee before he/she actually
     has qualified as an Eligible Participant, so long as the Salary Reduction
     Agreement is not effective before the date the Employee is an Eligible
     Participant. A Salary Reduction Agreement may only apply to Included
     Compensation that becomes currently available to the Employee after the
     effective date of the Salary Reduction Agreement.

     A Salary Reduction Agreement (or other written procedures) must designate a
     uniform period during which an Employee may change or terminate his/her
     deferral election under the Salary Reduction Agreement. An Eligible
     Participant's right to change or terminate a Salary Reduction Agreement may
     not be available on a less frequent basis than once per Plan Year.

22.178 Section 401(k) Deferral Account. The portion of a Participant's Account
     attributable to Section 401(k) Deferrals.

22.179 Section 401(k) Deferrals. Amounts contributed to the 401(k) Plan at the
     election of the Participant, in lieu of cash compensation, which are made
     pursuant to a Salary Reduction Agreement or other deferral mechanism, and
     which are not includible in the gross income of the Employee pursuant to
     Code (S)402(e)(3). Section 401(k) Deferrals do not include any deferrals
     properly distributed as excess Annual Additions pursuant to Section
     7.1(c)(2).

22.180 Self-Employed Individual. An individual who has Earned Income (as defined
     in Section 22.58) for the taxable year from the trade or business for which
     the Plan is established, or an individual who would have had Earned Income
     but for the fact that the trade or business had no Net Profits for the
     taxable year.

22.181 Shareholder-Employee. A Shareholder-Employee means an Employee or officer
     of a subchapter S corporation who owns (or is considered as owning within
     the meaning of Code (S)318(a)(1)), on any day during the taxable year of
     such corporation, more than 5% of the outstanding stock of the corporation.

22.182 Shift-to-Plan-Year Method. The Shift-to-Plan-Year Method is a method for
     determining Eligibility Computation Periods, after an Employee's initial
     computation period. See Section 1.4(c)(1).

22.183 Short Plan Year. Any Plan Year that is less than 12 months long, either
     because of the amendment of the Plan Year, or because the Effective Date of
     a new Plan is less than 12 months prior to the end of the first Plan Year.
     See Section 11.7 for the operational rules that apply if the Plan has a
     Short Plan Year.

22.184 Social Security Retirement Age. An Employee's retirement age as
     determined under Section 230 of the Social Security Retirement Act. See
     Section 2.5(d)(6).

22.185 Standardized Agreement. An Agreement under this Prototype Plan that
     permits the adopting Employer to rely under certain circumstances on the
     Favorable IRS Letter issued to the Prototype Sponsor without the need for
     the Employer to obtain a determination letter.

22.186 Stated Benefit. The amount determined in accordance with the benefit
     formula selected in Part 4 of the target benefit plan Agreement, payable
     annually as a Straight Life Annuity commencing at Normal Retirement Age (or
     current age, if later). See Section 2.5(a).

22.187 Straight Life Annuity. An annuity payable in equal installments for the
     life of the Participant that terminates upon the Participant's death.

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22.188 Successor Plan. A Successor Plan is any Defined Contribution Plan, other
     than an ESOP, SEP, or SIMPLE-IRA plan, maintained by the Employer which
     prevents the Employer from making a distribution to Participants upon the
     termination of a 401(k) plan. See Section 18.2(b)(2).

22.189 Taxable Wage Base. The maximum amount of wages that are considered for
     Social Security purposes. The Taxable Wage Base is used to determine the
     Integration Level for purposes of applying the Permitted Disparity Method
     allocation formula under the profit sharing or 401(k) plan Agreement (see
     Section 2.2(b)(2)) or under the money purchase plan Agreement (see Section
     2.4(c)) or for applying the Integrated Benefit Formulas under the target
     benefit plan Agreement (see Section 2.5(d)(9)).

22.190 Testing Compensation. The compensation used for purposes of the ADP Test,
     the ACP Test, and the Multiple Use Test. See Section 17.7(i).

22.191 Theoretical Reserve. An amount used to determine the Employer
     Contribution under the target benefit plan Agreement. See Section
     2.5(b)(4).

22.192 Three Percent Method. A method for applying the ADP Test or the ACP Test
     for a new 401(k) Plan. See Section 17.2(b) for a discussion of the ADP Test
     for new plans and Section 17.3(b) for a discussion of the ACP Test for new
     plans.

22.193 Top-Paid Group. The top 20% of Employees ranked by Total Compensation for
     purposes of applying the Top-Paid Group Test. See Section 22.99(b)(4).

22.194 Top-Paid Group Test. An optional test the Employer may apply when
     determining its Highly Compensated Employees. See Section 22.99(a)(2).

22.195 Top-Heavy Plan. A Plan that satisfies the conditions under Section
     16.3(g). A Top-Heavy Plan must provide special accelerated vesting and
     minimum benefits to Non-Key Employees. See Section 16.2.

22.196 Top-Heavy Ratio. The ratio used to determine whether the Plan is a
     Top-Heavy Plan. See Section 16.3(h).

22.197 Total Compensation. Total Compensation is used to apply the Annual
     Additions Limitation under Section 7.1 and to determine the top-heavy
     minimum contribution under Section 16.2 (a). Total Compensation is either
     W-2 Wages, Withholding Wages, or Code (S)415 Safe Harbor Compensation, as
     designated under Part 3 of the Agreement. For a Self-Employed Individual,
     each definition of Total Compensation means Earned Income. Except as
     otherwise provided under Sections 7.4(g)(4) and 16.3(i), each definition of
     Total Compensation (including Earned Income for Self-Employed Individuals)
     is increased to include Elective Deferrals (as defined in Section 22.61)
     and elective contributions to a cafeteria plan under Code (S)125 or to an
     eligible deferred compensation plan under Code (S)457. For years beginning
     on or after January 1, 2001, each definition of Total Compensation also is
     increased to include elective contributions that are not includible in an
     Employee's gross income as a qualified transportation fringe under Code (S)
     132(f)(4). The Employer may elect an earlier effective date under Appendix
     B-3.c. of the Agreement.

     Unless modified under the Agreement, Total Compensation does not include
     amounts paid to an individual as severance pay to the extent such amounts
     are paid after the common-law employment relationship between the
     individual and the Employer has terminated. The Employer may modify the
     definition of Total Compensation under Part 13, #51.b. or c. of the
     Agreement [Part 13, #69.b. or c. of the 401(k) Agreement]. The Employer may
     elect under #51.b. or #69.b., as applicable, to modify the definition of
     Total Compensation to include imputed compensation of Disabled Employees as
     permitted under Section 7.4(g)(3) of this BPD. Additional modifications may
     be made under #51.c. or #69.c., as applicable. Any modification to the
     definition of Total Compensation must be consistent with the definition of
     compensation under Treas. Reg. (S)1.415-2(d).

     (a)  W-2 Wages. Wages within the meaning of Code (S)3401(a) and all other
          payments of compensation to an Employee by the Employer (in the course
          of the Employer's trade or business) for which the Employer is
          required to furnish the Employee a written statement under Code
          (S)6041(d), 6051(a)(3), and 6052, determined without regard to any
          rules under Code (S)3401(a) that limit the remuneration included in
          wages based on the nature or location of the employment or the
          services performed.

     (b)  Withholding Wages. Wages within the meaning of Code (S)3401(a) for
          the purposes of income tax withholding at the source but determined
          without regard to any rules that limit the remuneration included in
          wages based on the nature or location of the employment or the
          services performed.

     (c)  Code (S)415 Safe Harbor Compensation. A Participant's wages, salaries,
          fees for professional services and other amounts received for personal
          services actually rendered in the course of employment with the
          Employer (without regard to whether or not such amounts are paid in
          cash) to the extent that the amounts are includible in gross income.
          Such amounts include, but are not limited to, commissions,
          compensation for services on the basis of a percentage of profits,
          tips, bonuses, fringe benefits, and reimbursements or other

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          expense allowances under a nonaccountable plan (as described in Treas.
          Reg. (S)1.62-2(c)), and excluding the following:

          (1)  Employer contributions to a plan of deferred compensation which
               are not includible in the Employee's gross income for the taxable
               year in which contributed, or Employer contributions (other than
               Elective Deferrals) under a SEP (as described in Code (S)408(k)),
               or any distributions from a plan of deferred compensation. For
               this purpose, Employer contributions to a plan of deferred
               compensation do not include Elective Deferrals (as defined in
               Section 22.61), elective contributions to a cafeteria plan under
               Code (S)125 or a deferred compensation plan under Code (S)457
               and, for years beginning on or after January 1, 2001, qualified
               transportation fringes under Code (S)132(f)(4). The Employer may
               elect an earlier effective date for qualified transportation
               fringes under Appendix B-3.c. of the Agreement.

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

          (3)  Amounts realized from the sale, exchange or other disposition of
               stock acquired under a qualified stock option.

          (4)  Other amounts which received special tax benefits, or
               contributions made by the Employer (other than Elective
               Deferrals) towards the purchase of an annuity contract described
               in Code (S)403(b) (whether or not the contributions are actually
               excludable from the gross income of the Employee).

22.198 Transfer Account. The portion of a Participant's Account attributable to
     a direct transfer of assets or liabilities from another qualified
     retirement plan. See Section 3.3 for the rules regarding the acceptance of
     a transfer of assets under this Plan.

22.199 Trust. The Trust is the separate funding vehicle under the Plan.

22.200 Trustee. The Trustee is the person or persons (or any successor to such
     person or persons) named in the Trustee Declaration under the Agreement.
     The Trustee may be a Discretionary Trustee or a Directed Trustee. See
     Article 12 for the rights and duties of a Trustee under this Plan.

22.201 Two-Step Formula. A method of allocating certain Employer Contributions
     under the Permitted Disparity Method. See Section 2.2(b)(2)(i).

22.202 Union Employee. An Employee who is included in a unit of Employees
     covered by a collective bargaining agreement between the Employer and
     Employee representatives and whose retirement benefits are subject to good
     faith bargaining. For this purpose, an Employee will not be considered a
     Union Employee for a Plan Year if more than two percent of the Employees
     who are covered pursuant to the collective bargaining agreement are
     professionals as defined in section 1.410(b)-9 of the regulations. For this
     purpose, the term "Employee representatives" does not include any
     organization more than half of whose members are Employees who are owners,
     officers, or executives of the Employer.

22.203 Unit Benefit. A Nonintegrated Benefit Formula under Part 4 of the target
     benefit plan Agreement that provides for a Stated Benefit equal to a
     specified percentage of Average Compensation multiplied by the
     Participant's projected Years of Participation with the Employer. See
     Section 2.5(c)(1)(ii).

22.204 Unit Excess Benefit. An Integrated Benefit Formula under Part 4 of the
     target benefit plan Agreement that provides for a Stated Benefit equal to a
     specified percentage of Average Compensation plus a specified percentage of
     Excess Compensation multiplied by the Participant's projected Years of
     Participation. See Section 2.5(c)(2)(ii).

22.205 Unit Offset Benefit. An Integrated Benefit Formula under Part 4 of the
     target benefit plan Agreement that provides for a Stated Benefit equal to a
     specified percentage of Average Compensation offset by a specified
     percentage of Offset Compensation multiplied by the Participant's projected
     Years of Participation. See Section 2.5(c)(2)(iv).

22.206 Valuation Date. The date or dates selected under Part 12 of the Agreement
     upon which Plan assets are valued. If the Employer does not select a
     Valuation Date under Part 12, Plan assets will be valued as of the last day
     of each Plan Year. Notwithstanding any election under Part 12 of the
     Agreement, the Trustee and Plan Administrator may agree to value the Trust
     on a more frequent basis, and/or to perform an interim valuation of the
     Trust. See Sections 12.6 and 13.2.

22.207 Vesting Computation Period. The 12-consecutive month period used for
     measuring whether an Employee completes a Year of Service for vesting
     purposes. See Section 4.4.

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22.208 W-2 Wages. An optional definition of Total Compensation which the
     Employer may select under Part 3, #9.a. of the Agreement. See Section
     22.197(a) for the definition of W-2 Wages.

22.209 Withholding Wages. An optional definition of Total Compensation which the
     Employer may select under Part 3, #9.b. of the Agreement. See Section
     22.197(b) for the definition of Withholding Wages.

22.210 Year of Participation. Years of Participation are used to determine a
     Participant's Stated Benefit under the target benefit plan Agreement. See
     Section 2.5(d)(10).

22.211 Year of Service. An Employee's Years of Service are used to apply the
     eligibility and vesting rules under the Plan. Unless elected otherwise
     under Part 7 of the Agreement, an Employee will earn a Year of Service for
     purposes of applying the eligibility rules if the Employee completes 1,000
     Hours of Service with the Employer during an Eligibility Computation
     Period. (See Section 1.4(b).) Unless elected otherwise under Part 7 of the
     Agreement, an Employee will earn a Year of Service for purposes of applying
     the vesting rules if the Employee completes 1,000 Hours of Service with the
     Employer during a Vesting Computation Period. (See Section 4.5.)

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                        MINIMUM DISTRIBUTION REQUIREMENTS

                                AMENDMENT TO THE

                  PROTOTYPE DEFINED CONTRIBUTION PLAN AND TRUST
                                  SPONSORED BY
                                  SUNTRUST BANK

<PAGE>

                                    ARTICLE I
                                  GENERAL RULES

1.1. Effective Date. Unless an earlier effective date is specified in the
     Minimum Distribution Requirements Addendum to the Adoption Agreement, the
     provisions of this Amendment will apply for purposes of determining
     required minimum distributions for calendar years beginning with the 2003
     calendar year.

1.2. Coordination with Minimum Distribution Requirements Previously in Effect.
     If the effective date of this Amendment is earlier than calendar years
     beginning with the 2003 calendar year, required minimum distributions for
     2002 under this Amendment will be determined as follows. If the total
     amount of 2002 required minimum distributions under the Plan made to the
     distributee prior to the effective date of this Amendment equals or exceeds
     the required minimum distributions determined under this Amendment, then no
     additional distributions will be required to be made for 2002 on or after
     such date to the distributee. If the total amount of 2002 required minimum
     distributions under the Plan made to the distributee prior to the effective
     date of this Amendment is less than the amount determined under this
     Amendment, then required minimum distributions for 2002 on and after such
     date will be determined so that the total amount of required minimum
     distributions for 2002 made to the distributee will be the amount
     determined under this Amendment.

1.3. Precedence. The requirements of this Amendment will take precedence over
     any inconsistent provisions of the Plan.

1.4. Requirements of Treasury Regulations Incorporated. All distributions
     required under this Amendment will be determined and made in accordance
     with the Treasury regulations under Section 401(a)(9) of the Internal
     Revenue Code.

1.5. TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of
     this Amendment, distributions may be made under a designation made before
     January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and
     Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that
     relate to Section 242(b)(2) of TEFRA.

1.6  Adoption by prototype sponsor. Except as otherwise provided herein,
     pursuant to Section 5.01 of Revenue Procedure 2000-20, the sponsoring
     organization hereby adopts this amendment on behalf of all adopting
     employers.

                                   ARTICLE II
                         TIME AND MANNER OF DISTRIBUTION

2.1. Required Beginning Date. The Participant's entire interest will be
     distributed, or begin to be distributed, to the Participant no later than
     the Participant's required beginning date.

2.2. Death of Participant Before Distributions Begin. If the Participant dies
     before distributions begin, the Participant's entire interest will be
     distributed, or begin to be distributed, no later than as follows:

          (a) If the Participant's surviving spouse is the Participant's sole
          designated beneficiary, then, except as provided in Article VI,
          distributions to the surviving spouse will begin by December 31 of the
          calendar year immediately following the calendar year in which the
          Participant died, or by December 31 of the calendar year in which the
          Participant would have attained age 70 1/2, if later.

          (b) If the Participant's surviving spouse is not the Participant's
          sole designated beneficiary, then, except as provided in Article VI,
          distributions to the designated beneficiary will begin by December 31
          of the calendar year immediately following the calendar year in which
          the Participant died.

          (c) If there is no designated beneficiary as of September 30 of the
          year following the year of the Participant's death, the Participant's
          entire interest will be distributed by December 31 of the calendar
          year containing the fifth anniversary of the Participant's death.

          (d) If the Participant's surviving spouse is the Participant's sole
          designated beneficiary and the surviving spouse dies after the
          Participant but before distributions to the surviving spouse begin,
          this Section 2.2, other than Section 2.2(a), will apply as if the
          surviving spouse were the Participant.

     For purposes of this Section 2.2 and Article IV, unless Section 2.2(d)
     applies, distributions are considered to begin on the Participant's
     required beginning date. If Section 2.2(d) applies, distributions are
     considered to begin on the date distributions are required to begin to the
     surviving spouse under Section 2.2(a). If distributions under an annuity
     purchased from an insurance company irrevocably commence to the Participant
     before the Participant's required beginning date (or to the Participant's
     surviving spouse before the date distributions are required to begin to the
     surviving spouse under Section 2.2(a)), the date distributions are
     considered to begin is the date distributions actually commence.

<PAGE>

2.3. Forms of Distribution. Unless the Participant's interest is distributed in
     the form of an annuity purchased from an insurance company or in a single
     sum on or before the required beginning date, as of the first distribution
     calendar year distributions will be made in accordance with Articles 3 and
     4 of this Amendment. If the Participant's interest is distributed in the
     form of an annuity purchased from an insurance company, distributions
     thereunder will be made in accordance with the requirements of Section
     401(a)(9) of the Code and the Treasury regulations.

                                   ARTICLE III
          REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME

3.1. Amount of Required Minimum Distribution For Each Distribution Calendar
     Year. During the Participant's lifetime, the minimum amount that will be
     distributed for each distribution calendar year is the lesser of:

     (a) the quotient obtained by dividing the Participant's account balance by
     the distribution period in the Uniform Lifetime Table set forth in Section
     1.401(a)(9)-9 of the Treasury regulations, using the Participant's age as
     of the Participant's birthday in the distribution calendar year; or

     (b) if the Participant's sole designated beneficiary for the distribution
     calendar year is the Participant's spouse, the quotient obtained by
     dividing the Participant's account balance by the number in the Joint and
     Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury
     regulations, using the Participant's and spouse's attained ages as of the
     Participant's and spouse's birthdays in the distribution calendar year.

3.2. Lifetime Required Minimum Distributions Continue Through Year of
     Participant's Death. Required minimum distributions will be determined
     under this Article 3 beginning with the first distribution calendar year
     and up to and including the distribution calendar year that includes the
     Participant's date of death.

                                   ARTICLE IV
            REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH

4.1. Death On or After Date Distributions Begin.

     (a) Participant Survived by Designated Beneficiary. If the Participant dies
     on or after the date distributions begin and there is a designated
     beneficiary, the minimum amount that will be distributed for each
     distribution calendar year after the year of the Participant's death is the
     quotient obtained by dividing the Participant's account balance by the
     longer of the remaining life expectancy of the Participant or the remaining
     life expectancy of the Participant's designated beneficiary, determined as
     follows:

          (1) The Participant's remaining life expectancy is calculated using
          the age of the Participant in the year of death, reduced by one for
          each subsequent year.

          (2) If the Participant's surviving spouse is the Participant's sole
          designated beneficiary, the remaining life expectancy of the surviving
          spouse is calculated for each distribution calendar year after the
          year of the Participant's death using the surviving spouse's age as of
          the spouse's birthday in that year. For distribution calendar years
          after the year of the surviving spouse's death, the remaining life
          expectancy of the surviving spouse is calculated using the age of the
          surviving spouse as of the spouse's birthday in the calendar year of
          the spouse's death, reduced by one for each subsequent calendar year.

          (3) If the Participant's surviving spouse is not the Participant's
          sole designated beneficiary, the designated beneficiary's remaining
          life expectancy is calculated using the age of the beneficiary in the
          year following the year of the Participant's death, reduced by one for
          each subsequent year.

     (b) No Designated Beneficiary. If the Participant dies on or after the date
     distributions begin and there is no designated beneficiary as of September
     30 of the year after the year of the Participant's death, the minimum
     amount that will be distributed for each distribution calendar year after
     the year of the Participant's death is the quotient obtained by dividing
     the Participant's account balance by the Participant's remaining life
     expectancy calculated using the age of the Participant in the year of
     death, reduced by one for each subsequent year.

4.2. Death Before Date Distributions Begin.

     (a) Participant Survived by Designated Beneficiary. Except as provided in
     Article VI, if the Participant dies before the date distributions begin and
     there is a designated beneficiary, the minimum amount that will be
     distributed for each distribution calendar year after the year of the
     Participant's death is the quotient obtained by dividing the Participant's
     account balance by the remaining life expectancy of the Participant's
     designated beneficiary, determined as provided in Section 4.1.

<PAGE>

     (b) No Designated Beneficiary. If the Participant dies before the date
     distributions begin and there is no designated beneficiary as of September
     30 of the year following the year of the Participant's death, distribution
     of the Participant's entire interest will be completed by December 31 of
     the calendar year containing the fifth anniversary of the Participant's
     death.

     (c) Death of Surviving Spouse Before Distributions to Surviving Spouse Are
     Required to Begin. If the Participant dies before the date distributions
     begin, the Participant's surviving spouse is the Participant's sole
     designated beneficiary, and the surviving spouse dies before distributions
     are required to begin to the surviving spouse under Section 2.2(a), this
     Section 4.2 will apply as if the surviving spouse were the Participant.

                                    ARTICLE V
                                   DEFINITIONS

5.1. Designated beneficiary. The individual who is designated as the Beneficiary
     under the Plan and is the designated beneficiary under Section 401(a)(9)
     of the Internal Revenue Code and Section 1.401(a)(9)-1, Q&A-4, of the
     Treasury regulations.

5.2. Distribution calendar year. A calendar year for which a minimum
     distribution is required. For distributions beginning before the
     Participant's death, the first distribution calendar year is the calendar
     year immediately preceding the calendar year which contains the
     Participant's required beginning date. For distributions beginning after
     the Participant's death, the first distribution calendar year is the
     calendar year in which distributions are required to begin under Section
     2.2. The required minimum distribution for the Participant's first
     distribution calendar year will be made on or before the Participant's
     required beginning date. The required minimum distribution for other
     distribution calendar years, including the required minimum distribution
     for the distribution calendar year in which the Participant's required
     beginning date occurs, will be made on or before December 31 of that
     distribution calendar year.

5.3. Life expectancy. Life expectancy as computed by use of the Single Life
     Table in Section 1.401(a)(9)-9 of the Treasury regulations.

5.4. Participant's account balance. The account balance as of the last valuation
     date in the calendar year immediately preceding the distribution calendar
     year (valuation calendar year) increased by the amount of any contributions
     made and allocated or forfeitures allocated to the account balance as of
     dates in the valuation calendar year after the valuation date and decreased
     by distributions made in the valuation calendar year after the valuation
     date. The account balance for the valuation calendar year includes any
     amounts rolled over or transferred to the Plan either in the valuation
     calendar year or in the distribution calendar year if distributed or
     transferred in the valuation calendar year.

5.5  Required beginning date. The date specified in the Plan when distributions
     under Section 401(a)(9) of the Internal Revenue Code are required to
     being.

Except with respect to any election made by the employer in the Minimum
Distribution Requirements Addendum to the Adoption Agreement, this Amendment is
hereby adopted by the prototype sponsoring organization on behalf of all
adopting employers on December 12, 2002.

Sponsor Name: SunTrust Bank


By: /s/ Margaret R. Bernardin
    -------------------------