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

                                  MERRILL LYNCH
                                    --------

                                     SPECIAL
                                    --------

                                    PROTOTYPE

                            DEFINED CONTRIBUTION PLAN



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

                Base Plan Document #03 used in conjunction with:

                 Non-standardized Profit Sharing Plan with CODA
                         Letter Serial Number:  D359287b
                      National Office Letter Date:  6/29/93

                  Non-standardized Money Purchase Pension Plan
                         Letter Serial Number:  D359288b
                      National Office Letter Date:  6/29/93

                      Non-standardized Profit Sharing Plan
                         Letter Serial Number:  D359289b
                      National Office Letter Date:  6/29/93

                      Non-standardized Target Benefit Plan
                         Letter Serial Number:  D361009a
                      National Office Letter Date:  6/29/93



THIS PROTOTYPE PLAN AND ADOPTION  AGREEMENT ARE IMPORTANT LEGAL INSTRUMENTS WITH
LEGAL AND TAX IMPLICATIONS FOR WHICH THE SPONSOR,  MERRILL LYNCH, PIERCE, FENNER
& SMITH, INCORPORATED, DOES NOT ASSUME RESPONSIBILITY.  THE EMPLOYER IS URGED TO
CONSULT WITH ITS OWN  ATTORNEY  WITH REGARD TO THE ADOPTION OF THIS PLAN AND ITS
SUITABILITY TO ITS CIRCUMSTANCES.


<PAGE>

<TABLE>
<CAPTION>

<S>                                                                          <C>
                          INTERNAL REVENUE SERVICE                            Department of the Treasury

Plan Description:  Prototype Non-standardized Profit Sharing Plan with CODA   Washington, DC:  20224
FNN:  50339816103-004 Case:  9201920 EIN:  13-5674085
BPD:  03 Plan:  004 Letter Serial No:  D359287b                               Person to Contact:  Mr. Wolf

                                                                              Telephone Number:  (202) 622-8380
         MERRILL LYNCH PIERCE FENNER & SMITH INC.
                                                                              Refer Reply to:  E:EP:Q:1
         P O BOX 9038

         PRINCETON, NJ  08543                                                 Date:  06/29/93

</TABLE>


Dear Applicant:

In our opinion,  the amendment to the form of the plan identified above does not
in and of itself adversely affect the plan's  acceptability under section 401 of
the Internal  Revenue  Code.  This opinion  relates only to the amendment to the
form of the plan.  It is not an  opinion  as to the  acceptability  of any other
amendment  or of the form of the plan as a whole,  or as to 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 each Key  District  Director of
Internal Revenue Service in whose jurisdiction there are adopting employers.

An  employer  who  adopts  the  amended  form of the plan  after the date of the
amendment should apply for a determination  letter by filing an application with
the Key  District  Director  of  Internal  Revenue  on  Form  5307,  Short  Form
Application for Determination for Employee Benefit Plan.

This  letter  with  respect  to the  amendment  to the form of the plan does not
affect the  applicability  to the plan of the  continued,  interim and  extended
reliance  provisions of sections 13 and 17.03 of Rev.  Proc.  89-9,  1989-1 C.B.
780. The  applicability of such provisions may be determined by reference to the
initial opinion letter issued with respect to the plan.

If you, the  sponsoring  organization,  have any  questions  concerning  the IRS
processing of this case, please call the above telephone number.  This number is
only for use of the  sponsoring  organization.  Individual  participants  and/or
adopting  employers  with  questions  concerning  the plan  should  contact  the
sponsoring  organization.   The  plan's  adoption  agreement  must  include  the
sponsoring organization'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.
<PAGE>

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

                                     Sincerely yours,



                                     Chief, Employee Plans Qualifications Branch



<PAGE>


<TABLE>
<CAPTION>
<S>                                                                          <C>
                          INTERNAL REVENUE SERVICE                            Department of the Treasury

Plan Description:  Prototype Non-standardized Money Purchase Pension Plan     Washington, DC:  20224
FNN:  50339816103-003 Case:  9201919 EIN:  13-5674085
BPD:  03 Plan:  003 Letter Serial No:  D359288b                               Person to Contact:  Mr. Wolf

                                                                              Telephone Number:  (202) 622-8380
         MERRILL LYNCH PIERCE FENNER & SMITH INC.
                                                                              Refer Reply to:  E:EP:Q:1
         P O BOX 9038

         PRINCETON, NJ  08543                                                 Date:  06/29/93
</TABLE>

Dear Applicant:

In our opinion,  the amendment to the form of the plan identified above does not
in and of itself adversely affect the plan's  acceptability under section 401 of
the Internal  Revenue  Code.  This opinion  relates only to the amendment to the
form of the plan.  It is not an  opinion  as to the  acceptability  of any other
amendment  or of the form of the plan as a whole,  or as to 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 each Key  District  Director of
Internal Revenue Service in whose jurisdiction there are adopting employers.

An  employer  who  adopts  the  amended  form of the plan  after the date of the
amendment should apply for a determination  letter by filing an application with
the Key  District  Director  of  Internal  Revenue  on  Form  5307,  Short  Form
Application for Determination for Employee Benefit Plan.

This  letter  with  respect  to the  amendment  to the form of the plan does not
affect the  applicability  to the plan of the  continued,  interim and  extended
reliance  provisions of sections 13 and 17.03 of Rev.  Proc.  89-9,  1989-1 C.B.
780. The  applicability of such provisions may be determined by reference to the
initial opinion letter issued with respect to the plan.

If you, the  sponsoring  organization,  have any  questions  concerning  the IRS
processing of this case, please call the above telephone number.  This number is
only for use of the  sponsoring  organization.  Individual  participants  and/or
adopting  employers  with  questions  concerning  the plan  should  contact  the
sponsoring  organization.   The  plan's  adoption  agreement  must  include  the
sponsoring organization'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.
<PAGE>

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

                                   Sincerely yours,



                                   Chief, Employee Plans Qualifications Branch



<PAGE>



<TABLE>
<CAPTION>

<S>                                                                          <C>
                          INTERNAL REVENUE SERVICE                            Department of the Treasury

Plan Description:  Prototype Non-standardized Profit Sharing Plan             Washington, DC:  20224
FNN:  50339816103-002 Case:  9201918 EIN:  13-5674085
BPD:  03 Plan:  002 Letter Serial No:  D359289b                               Person to Contact:  Mr. Wolf

                                                                              Telephone Number:  (202) 622-8380
         MERRILL LYNCH PIERCE FENNER & SMITH INC.
                                                                              Refer Reply to:  E:EP:Q:1
         P O BOX 9038

         PRINCETON, NJ  08543                                                 Date:  06/29/93
</TABLE>



Dear Applicant:

In our opinion,  the amendment to the form of the plan identified above does not
in and of itself adversely affect the plan's  acceptability under section 401 of
the Internal  Revenue  Code.  This opinion  relates only to the amendment to the
form of the plan.  It is not an  opinion  as to the  acceptability  of any other
amendment  or of the form of the plan as a whole,  or as to 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 each Key  District  Director of
Internal Revenue Service in whose jurisdiction there are adopting employers.

An  employer  who  adopts  the  amended  form of the plan  after the date of the
amendment should apply for a determination  letter by filing an application with
the Key  District  Director  of  Internal  Revenue  on  Form  5307,  Short  Form
Application for Determination for Employee Benefit Plan.

This  letter  with  respect  to the  amendment  to the form of the plan does not
affect the  applicability  to the plan of the  continued,  interim and  extended
reliance  provisions of sections 13 and 17.03 of Rev.  Proc.  89-9,  1989-1 C.B.
780. The  applicability of such provisions may be determined by reference to the
initial opinion letter issued with respect to the plan.

If you, the  sponsoring  organization,  have any  questions  concerning  the IRS
processing of this case, please call the above telephone number.  This number is
only for use of the  sponsoring  organization.  Individual  participants  and/or
adopting  employers  with  questions  concerning  the plan  should  contact  the
sponsoring  organization.   The  plan's  adoption  agreement  must  include  the
sponsoring organization'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.
<PAGE>

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

                                    Sincerely yours,



                                    Chief, Employee Plans Qualifications Branch



<PAGE>



<TABLE>
<CAPTION>
<S>                                                                          <C>
                          INTERNAL REVENUE SERVICE                            Department of the Treasury

Plan Description:  Prototype Non-standardized Target Benefit Plan             Washington, DC:  20224
FNN:  50339816103-001 Case:  8904027 EIN:  13-5674085
BPD:  03 Plan:  001 Letter Serial No:  D31009a                                Person to Contact:  Mr. Wolf

                                                                              Telephone Number:  (202) 622-8380
         MERRILL LYNCH PIERCE FENNER & SMITH INC.
                                                                              Refer Reply to:  E:EP:Q:1
         P O BOX 9038

         PRINCETON, NJ  08543                                                 Date:  06/29/93

</TABLE>


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 amendments of the plan, any
approved  amendments  and related  documents  to each Key  District  Director of
Internal Revenue Service in whose jurisdiction there are adopting employers.

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).  Therefore, an employer adopting the form of the plan should apply for a
determination  letter by filing an application with the Key District Director of
Internal Revenue Service on Form 5307, Short Form Application for  Determination
for Employee Benefit Plan.

If you, the  sponsoring  organization,  have any  questions  concerning  the IRS
processing of this case, please call the above telephone number.  This number is
only for use of the  sponsoring  organization.  Individual  participants  and/or
adopting  employers  with  questions  concerning  the plan  should  contact  the
sponsoring  organization.   The  plan's  adoption  agreement  must  include  the
sponsoring organization'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.
<PAGE>

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

                                     Sincerely yours,



                                     Chief, Employee Plans Qualifications Branch





<PAGE>



                                TABLE OF CONTENTS
                                                                            PAGE

ARTICLE I  DEFINITIONS.......................................................1

   1.1      ACCOUNT..........................................................1
   1.2      ACCOUNT BALANCE..................................................1
   1.3      ACP TEST.........................................................1
   1.4      ACTUAL DEFERRAL PERCENTAGE.......................................1
   1.5      ADJUSTMENT FACTOR................................................1
   1.6      ADMINISTRATOR....................................................1
   1.7      ADOPTION AGREEMENT...............................................1
   1.8      ADP TEST.........................................................1
   1.9      AFFILIATE........................................................2
   1.10     ANNUITY CONTRACT.................................................2
   1.11     AVERAGE ACTUAL DEFERRAL PERCENTAGE...............................2
   1.12     AVERAGE CONTRIBUTION PERCENTAGE..................................2
   1.13     BENEFICIARY......................................................2
   1.14     BENEFIT COMMENCEMENT DATE........................................2
   1.15     CODA.............................................................2
   1.16     CODA COMPENSATION................................................3
   1.17     CODE.............................................................3
   1.18     COMPENSATION.....................................................3
   1.19     CONTRIBUTION PERCENTAGE..........................................4
   1.20     CONTRIBUTION PERCENTAGE AMOUNTS..................................4
   1.21     DEFINED BENEFIT PLAN.............................................4
   1.22     DEFINED CONTRIBUTION PLAN........................................5
   1.23     DISABILITY.......................................................5
   1.24     EARLY RETIREMENT.................................................5
   1.25     EARLY RETIREMENT DATE............................................5
   1.26     EARNED INCOME....................................................5
   1.27     ELECTIVE DEFERRALS...............................................5
   1.28     ELECTIVE DEFERRALS ACCOUNT.......................................6
   1.29     ELIGIBLE EMPLOYEE................................................6
   1.30     ELIGIBLE PARTICIPANT.............................................6
   1.31     EMPLOYEE.........................................................6
   1.32     EMPLOYEE THRIFT CONTRIBUTIONS....................................6
   1.33     EMPLOYER THRIFT CONTRIBUTIONS ACCOUNT............................6
   1.34     EMPLOYER.........................................................7
   1.35     EMPLOYER ACCOUNT.................................................7
   1.36     EMPLOYER CONTRIBUTIONS...........................................7
   1.37     EMPLOYER CONTRIBUTIONS ACCOUNT...................................7
   1.38     EMPLOYMENT.......................................................7
   1.39     ENTRY DATE.......................................................7
   1.40     ERISA............................................................7
   1.41     EXCESS AGGREGATE CONTRIBUTIONS...................................7
   1.42     EXCESS CONTRIBUTIONS.............................................8

<PAGE>

   1.43     EXCESS ELECTIVE DEFERRALS........................................8
   1.44     FAMILY MEMBER....................................................8
   1.45     401(K) CONTRIBUTIONS ACCOUNTS....................................8
   1.46     401(K) ELECTION..................................................8
   1.47     FULLY VESTED SEPARATION..........................................8
   1.48     GROUP TRUST......................................................8
   1.49     HIGHLY COMPENSATED EMPLOYEE......................................8
   1.50     HOUR OF SERVICE..................................................9
   1.51     IMMEDIATELY DISTRIBUTABLE.......................................10
   1.52     INVESTMENT MANAGER..............................................10
   1.53     KEY EMPLOYEE....................................................10
   1.54     LEASED EMPLOYEE.................................................11
   1.55     LIMITATION YEAR.................................................11
   1.56     MASTER OR PROTOTYPE PLAN........................................11
   1.57     MATCHING 401(K) CONTRIBUTION....................................11
   1.58     MATCHING 401(K) CONTRIBUTIONS ACCOUNT...........................11
   1.59     MATCHING THRIFT CONTRIBUTIONS...................................11
   1.60     MATCHING THRIFT CONTRIBUTIONS ACCOUNT...........................11
   1.61     NET PROFITS.....................................................11
   1.62     NONHIGHLY COMPENSATED EMPLOYEE..................................12
   1.63     NONVESTED SEPARATION............................................12
   1.64     NORMAL RETIREMENT AGE...........................................12
   1.65     OWNER-EMPLOYEE..................................................12
   1.66     PARTIALLY VESTED SEPARATION.....................................12
   1.67     PARTICIPANT.....................................................12
   1.68     PARTICIPANT CONTRIBUTIONS ACCOUNT...............................12
   1.69     PARTICIPANT-DIRECTED ASSETS.....................................12
   1.70     PARTICIPANT VOLUNTARY NONDEDUCTIBLE CONTRIBUTIONS...............12
   1.71     PARTICIPANT VOLUNTARY NONDEDUCTIBLE CONTRIBUTIONS ACCOUNT.......13
   1.72     PARTICIPATING AFFILIATE.........................................13
   1.73     PERIOD OF SEVERANCE.............................................13
   1.74     PLAN............................................................14
   1.75     PLAN YEAR.......................................................14
   1.76     PROTOTYPE PLAN..................................................14
   1.77     QUALIFIED JOINT AND SURVIVOR ANNUITY............................14
   1.78     QUALIFIED MATCHING CONTRIBUTIONS................................14
   1.79     QUALIFIED MATCHING CONTRIBUTIONS ACCOUNT........................14
   1.80     QUALIFIED NONELECTIVE CONTRIBUTIONS.............................14
   1.81     QUALIFIED NONELECTIVE CONTRIBUTIONS ACCOUNT.....................15
   1.82     QUALIFIED PLAN..................................................15
   1.83     QUALIFYING EMPLOYER SECURITIES..................................15
   1.84     ROLLOVER CONTRIBUTION...........................................15
   1.85     ROLLOVER CONTRIBUTIONS ACCOUNT..................................15
   1.86     SELF-EMPLOYED INDIVIDUAL........................................15
   1.87     SOCIAL SECURITY RETIREMENT AGE..................................15

<PAGE>

   1.88     SPONSOR.........................................................15
   1.89     SPOUSE..........................................................15
   1.90     SURVIVING SPOUSE................................................16
   1.91     TAXABLE WAGE BASE...............................................16
   1.92     TRANSFERRED ACCOUNT.............................................16
   1.93     TRUST...........................................................16
   1.94     TRUST FUND......................................................16
   1.95     TRUSTEE.........................................................16
   1.96     VALUATION DATE..................................................16
   1.97     VESTING SERVICE.................................................16
   1.98     YEARS OF SERVICE................................................16

ARTICLE II  PARTICIPATION...................................................17

   2.1      ADMISSION AS A PARTICIPANT......................................17
   2.2      ROLLOVER MEMBERSHIP AND TRUST TO TRUST TRANSFER.................18
   2.3      CREDITING OF SERVICE FOR ELIGIBILITY PURPOSES...................18
   2.4      TERMINATION OF PARTICIPATION....................................18
   2.5      LIMITATION FOR OWNER-EMPLOYEE...................................19
   2.6      CORRECTIONS WITH REGARD TO PARTICIPATION........................19
   2.7      PROVISION OF INFORMATION........................................20

ARTICLE III  CONTRIBUTIONS AND ACCOUNT ALLOCATIONS..........................20

   3.1      EMPLOYER CONTRIBUTIONS AND ALLOCATIONS..........................20
   3.2      PARTICIPANT VOLUNTARY NONDEDUCTIBLE CONTRIBUTIONS...............21
   3.3      ROLLOVER CONTRIBUTIONS AND TRUST TO TRUST TRANSFERS.............21
   3.4      SECTION 401(K) CONTRIBUTIONS AND ACCOUNT ALLOCATIONS............22
   3.5      MATCHING 401(K) CONTRIBUTIONS...................................26
   3.6      THRIFT CONTRIBUTIONS............................................29
   3.7      TREATMENT OF FORFEITURES........................................30
   3.8      ESTABLISHING OF ACCOUNTS........................................30
   3.9      LIMITATION ON AMOUNT OF ALLOCATIONS.............................31
   3.10     RETURN OF EMPLOYER CONTRIBUTIONS UNDER SPECIAL CIRCUMSTANCES....38

ARTICLE IV  VESTING.........................................................38

   4.1      DETERMINATION OF VESTING........................................38
   4.2      RULES FOR CREDITING VESTING SERVICE.............................39
   4.3      EMPLOYER ACCOUNTS FORFEITURES...................................39
   4.4      TOP-HEAVY PROVISIONS............................................39

ARTICLE V  AMOUNT AND DISTRIBUTION OF BENEFITS, WITHDRAWALS AND LOANS.......43

   5.1      DISTRIBUTION UPON TERMINATION OF EMPLOYMENT.....................43
   5.2      AMOUNT OF BENEFITS UPON A FULLY VESTED SEPARATION...............43
   5.3      AMOUNT OF BENEFITS UPON A PARTIALLY VESTED SEPARATION...........43
   5.4      AMOUNT OF BENEFITS UPON A NONVESTED SEPARATION..................44

<PAGE>

   5.5      AMOUNT OF BENEFITS UPON A SEPARATION DUE TO DISABILITY..........44
   5.6      DISTRIBUTION AND RESTORATION....................................44
   5.7      WITHDRAWALS DURING EMPLOYMENT...................................45
   5.8      LOANS...........................................................46
   5.9      HARDSHIP DISTRIBUTIONS..........................................47
   5.10     LIMITATION ON COMMENCEMENT OF BENEFITS..........................48
   5.11     DISTRIBUTION REQUIREMENTS.......................................49

ARTICLE VI  FORMS OF PAYMENT OF RETIREMENT BENEFITS.........................54

   6.1      METHODS OF DISTRIBUTION.........................................54
   6.2      ELECTION OF OPTIONAL FORMS......................................56
   6.3      CHANGE IN FORM OF BENEFIT PAYMENTS..............................58
   6.4      DIRECT ROLLOVERS................................................58

ARTICLE VII  DEATH BENEFITS.................................................59

   7.1      PAYMENT OF ACCOUNT BALANCES.....................................59
   7.2      BENEFICIARIES...................................................59
   7.3      LIFE INSURANCE..................................................62

ARTICLE VIII  FIDUCIARIES...................................................64

   8.1      NAMED FIDUCIARIES...............................................64
   8.2      EMPLOYMENT OF ADVISERS..........................................65
   8.3      MULTIPLE FIDUCIARY CAPACITIES...................................65
   8.4      INDEMNIFICATION.................................................65
   8.5      PAYMENT OF EXPENSES.............................................65

ARTICLE IX  PLAN ADMINISTRATION.............................................65

   9.1      THE ADMINISTRATOR...............................................65
   9.2      POWERS AND DUTIES OF THE ADMINISTRATOR..........................66
   9.3      DELEGATION OF RESPONSIBILITY....................................66

ARTICLE X  TRUSTEE AND INVESTMENT COMMITTEE.................................67

   10.1     APPOINTMENT OF TRUSTEE AND INVESTMENT COMMITTEE.................67
   10.2     THE TRUST FUND..................................................67
   10.3     RELATIONSHIP WITH ADMINISTRATOR.................................68
   10.4     INVESTMENT OF ASSETS............................................68
   10.5     INVESTMENT DIRECTION, PARTICIPANT-DIRECTED ASSETS AND
            QUALIFYING......................................................69
   10.6     VALUATION OF ACCOUNTS...........................................72
   10.7     INSURANCE CONTRACTS.............................................73
   10.8     THE INVESTMENT MANAGER..........................................73
   10.9     POWERS OF TRUSTEE...............................................74
   10.10    ACCOUNTING AND RECORDS..........................................76

<PAGE>

   10.11    JUDICIAL SETTLEMENT OF ACCOUNTS.................................76
   10.12    RESIGNATION AND REMOVAL OF TRUSTEE..............................77
   10.13    GROUP TRUST.....................................................77

ARTICLE XI  PLAN AMENDMENT OR TERMINATION...................................78

   11.1     PROTOTYPE PLAN AMENDMENT........................................78
   11.2     PLAN AMENDMENT..................................................78
   11.3     RIGHT OF THE EMPLOYER TO TERMINATE PLAN.........................79
   11.4     EFFECT OF PARTIAL OR COMPLETE TERMINATION OR COMPLETE
            DISCONTINUANCE OF CONTRIBUTIONS.................................80
   11.5     BANKRUPTCY......................................................81

ARTICLE XII  MISCELLANEOUS PROVISIONS.......................................81

   12.1     EXCLUSIVE BENEFIT OF PARTICIPANTS...............................81
   12.2     PLAN NOT A CONTRACT OF EMPLOYMENT...............................82
   12.3     ACTION BY EMPLOYER..............................................82
   12.4     SOURCE OF BENEFITS..............................................82
   12.5     BENEFITS NOT ASSIGNABLE.........................................82
   12.6     DOMESTIC RELATIONS ORDERS.......................................82
   12.7     CLAIMS PROCEDURE................................................82
   12.8     RECORDS AND DOCUMENTS; ERRORS...................................83
   12.9     BENEFITS PAYABLE TO MINORS, INCOMPETENTS AND OTHERS.............83
   12.10    PLAN MERGER OR TRANSFER OF ASSETS...............................83
   12.11    PARTICIPATING AFFILIATES........................................84
   12.12    CONTROLLING LAW.................................................84
   12.13    SINGULAR AND PLURAL AND ARTICLE AND SECTION REFERENCES..........84



<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

As used in this  Prototype  Plan  and in each  Adoption  Agreement,  each of the
following  terms shall have the meaning for that term set forth in this  Article
I:

1.1  ACCOUNT:   A  separate   Elective   Deferrals   Account,   Employee  Thrift
Contributions  Account,   Employer   Contributions   Account,   Matching  401(k)
Contributions  Account,  Matching  Thrift  Contributions  Account,   Participant
Voluntary Nondeductible  Contributions Account, Qualified Matching Contributions
Account,  Qualified  Nonelective  Contributions  Account,  Rollover Contribution
Account, and Transferred Account, as the case may be.

1.2 ACCOUNT  BALANCE:  The value of an Account  determined as of the  applicable
Valuation Date.

1.3 ACP TEST:  The  Contribution  Percentage  test that is set forth in  Section
3.5.2 of the Plan.

1.4 ACTUAL DEFERRAL  PERCENTAGE:  The ratio (expressed as a percentage),  of (A)
Elective  Deferrals made on behalf of an Eligible  Participant for the Plan Year
(including Excess Elective Deferrals of Highly Compensated Employees and, at the
election of the Employer,  Qualified Nonelective  Contributions and/or Qualified
Matching  Contributions),   but  excluding  (1)  Excess  Elective  Deferrals  of
Nonhighly  Compensated  Employees that arise solely from Elective Deferrals made
under  the  Plan or plans  of the  Employer  or an  Affiliate  and (2)  Elective
Deferrals  that are taken into account in the ACP Test (provided the ADP Test is
satisfied  with or without the exclusion of such Elective  Deferrals) to (B) the
Participant's  CODA  Compensation for the Plan Year (whether or not the Eligible
Employee  was a  Participant  for the entire  Plan  Year).  The Actual  Deferral
Percentage of an Eligible  Participant  who would be a  Participant  but for the
failure to make an Elective Deferral is zero.

1.5 ADJUSTMENT  FACTOR:  The cost of living  adjustment factor prescribed by the
Secretary of the Treasury  under Code Section 415(d) for years  beginning  after
December  31,1987,  as applied to such items and in such manner as the Secretary
shall provide.

1.6  ADMINISTRATOR: The Employer,  unless otherwise specified by duly authorized
action by the Employer.

1.7  ADOPTION  AGREEMENT:  The  document  so  designated  with  respect  to this
Prototype Plan that is executed by the Employer, as amended from time to time.

1.8 ADP TEST: The Average Actual  Deferral  Percentage test set forth in Section
3.4.2(B) of the Plan.

1.9 AFFILIATE:  Any corporation or unincorporated  trade or business (other than
the Employer) while it is:


         (A) a member  of a  "controlled  group  of  corporations"  (within  the
meaning of Code Section 414(b)) of which the Employer is a member;
<PAGE>

         (B) a member of any trade or business  under "common  control"  (within
the meaning of Code Section 414(c)) with the
Employer;

         (C) a member of an "affiliated  service group" (as that term is defined
in Code Section 414(m)) which includes the
Employer; or

         (D) any  other  entity  required  to be  aggregated  with the  Employer
pursuant to Code Section 414(o). With respect to Section 3.9, "Affiliate" status
shall be determined in accordance with Code Section 415(h).

1.10 ANNUITY  CONTRACT:  An individual or group  annuity  contract  issued by an
insurance company providing periodic benefits,  whether fixed, variable or both,
the benefits or value of which a Participant  or  Beneficiary  cannot  transfer,
sell,  assign,  discount,  or pledge as collateral for a loan or as security for
the performance of an obligation,  or for any other purpose, to any person other
than the  issuer  thereof.  The  terms of any  annuity  contract  purchased  and
distributed  by the  Plan to a  Participant  or  Spouse  shall  comply  with the
requirements of this Plan.

1.11 AVERAGE ACTUAL DEFERRAL PERCENTAGE: For any group of Eligible Participants,
the average  (expressed as a percentage) of the Actual Deferral  Percentages for
each of the  Eligible  Participants  in that group,  including  those not making
Elective Deferrals.

1.12 AVERAGE CONTRIBUTION  PERCENTAGE:  For any group of Eligible  Participants,
the average (expressed as a percentage) of the Contribution Percentages for each
of the  Participants  in that group,  including  those on whose behalf  Matching
401(k) Contributions and/or Matching Thrift  Contributions,  if applicable,  are
not being made.

1.13  BENEFICIARY:  A person or  persons  entitled  to  receive  any  payment of
benefits pursuant to Article VII.

1.14 BENEFIT COMMENCEMENT DATE: The first day, determined Pursuant to Article V,
for which a Participant or Beneficiary  receives or begins to receive payment in
any form of  distribution  as a result  of  death,  Disability,  termination  of
Employment,   Early  Retirement,  Plan  termination  or  upon  or  after  Normal
Retirement Age or age 70-1/2.

1.15 CODA: A cash or deferred  arrangement pursuant to Code Section 401(k) which
is part of a profit  sharing  plan and under which an Eligible  Participant  may
elect to make Elective Deferrals in accordance with Section 3.4.1.

1.16 CODA  COMPENSATION:  Solely for purposes of determining the Actual Deferral
Percentage  and  the  Contribution   Percentage,   CODA  Compensation  shall  be
Compensation excluding or including "elective contributions" as specified in the
Adoption  Agreement.  The preceding  sentence  shall be effective for Plan Years
beginning on or after January 1, 1989.

1.17 CODE:  The Internal  Revenue  Code of 1986,  as now in effect or as amended
from time to time. A reference to a specific provision of the Code shall include
such provision and any applicable regulation pertaining thereto.
<PAGE>

1.18 COMPENSATION: For purposes of contributions,  Compensation shall be defined
in the  Adoption  Agreement  and  Section  3.9.1(H),  subject to any  exclusions
elected under Section  1AA(d) of the Adoption  Agreement,  Section 3.1.4 and the
following modifications:

         (A)  For a  Self-Employed  Individual,  Compensation  means  his or her
Earned  Income,  provided  that  if  the  Self-Employed   Individual  is  not  a
Participant for an entire Plan Year, his or her  Compensation for that Plan Year
shall be his or her Earned  Income for that Plan Year  multiplied  by a fraction
the numerator of which is the number of days he or she is a  Participant  during
the Plan  Year and the  denominator  of which is the  number of days in the Plan
Year.

         (B) Compensation of each Participant taken into account under this Plan
for any Plan Year  beginning  after  December  21,  1988 shall be limited to the
first  $200,000  as  adjusted  by the  Adjustment  Factor.  In  determining  the
Compensation of a Participant for purposes of this limitation,  the rule of Code
Section 414(q)(6) shall apply,  except in applying such rules, the term "family"
shall include only the Spouse of the Participant  and any lineal  descendants of
the  Participant  who have not  attained  the age of 19 before  the close of the
year. If, as a result of the  application of such rules,  the adjusted  $200,000
limitation  is  exceeded,  (except for  purposes of  determining  the portion of
Compensation up to the Integration  Level if this Plan is integrated with Social
Security),  the limitation shall be prorated among the affected  Participants in
proportion to each such  Participant's  Compensation  as  determined  under this
Section 1.18 prior to the  application of this  limitation.  In a manner applied
uniformly  to all Eligible  Employees,  only  Compensation  during the period in
which the  Employee  is an  Eligible  Employee  may be taken  into  account  for
purposes of the  nondiscrimination  tests  described in Code Section  401(k) and
401(m).

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

         (D) In addition to other applicable  limitations set forth in the Plan,
and not withstanding  any other provision of the Plan to the contrary,  for Plan
Years  beginning on or after January 1, 1994,  the annual  compensation  of each
employee  taken into account under the Plan shall not exceed the OBRA'93  annual
compensation  limit.  The  OBRA'93  annual  compensation  limit is  $150,000  as
adjusted by the  Commissioner  for increases in the cost of living in accordance
with Section 401(a)(17)(B) of the Internal Revenue Code.

The cost of living  adjustment  in effect  for a  calendar  year  applies to any
period,  not  exceeding  12  months,   over  which  compensation  is  determined
(determination  period)  beginning in such  calendar  year.  If a  determination
period consists of fewer than 12 months,  the OBRA'93 annual  compensation limit
will be  multiplied by a fraction the numerator of which is the number of months
in the determination period, and the denominator of which is 12.

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


<PAGE>

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

1.19  CONTRIBUTION  PERCENTAGE:  The ratio  (expressed as a  percentage)  of the
Participant's   Contribution   Percentage  Amounts  to  the  Participant's  CODA
Compensation  for the Plan Year,  whether  or not the  Eligible  Employee  was a
Participant for the entire Plan Year.

1.20  CONTRIBUTION  PERCENTAGE  AMOUNTS  shall mean the sum of the: (A) Matching
401(k) Contributions;  (B) Matching Thrift Contributions; (C) Qualified Matching
Contributions  (to the extent not taken into  account  for  purposes  of the ADP
Test);  (D)  Employee  Thrift  Contributions;   and  (E)  Participant  Voluntary
Nondeductible  Contributions,  as applicable,  made on behalf of the Participant
for the Plan  Year.  Such  Contribution  Percentage  Amounts  shall not  include
Matching  401(k)  Contributions  that are  forfeited  either to  correct  Excess
Aggregate  Contributions  or because the  contributions to which they relate are
Excess   Elective   Deferrals,   Excess   Contributions   or  Excess   Aggregate
Contributions.  The Employer may include Qualified Nonelective  Contributions in
the Contribution  Percentage  Amounts,  as specified in the Adoption  Agreement.
Elective  Deferrals may also be used in the Contribution  Percentage  Amounts so
long as the ADP Test is met before the  Elective  Deferrals  are used in the ACP
Test and continues to be met following the exclusion of those Elective Deferrals
that are used to meet the ACP Test, as specified in the Adoption  Agreement.  An
Eligible  Participant  who does not direct an  Elective  Deferral or an Employee
Thrift  Contribution  shall be treated as an Eligible  Participant  on behalf of
whom no such contributions are made.

1.21 DEFINED  BENEFIT  PLAN:  A plan of the type defined in Code Section  414(i)
maintained by the Employer or Affiliate, as applicable.

1.22  DEFINED  CONTRIBUTION  PLAN:  A plan of the type  defined in Code  Section
414(i) maintained by the Employer or Affiliate, as applicable.

1.23 DISABILITY: Disability as defined in the Adoption Agreement. The permanence
and degree of such impairment shall be supported by medical evidence.

1.24 EARLY RETIREMENT:  An actively  employed  Participant is eligible for Early
Retirement upon satisfying the requirements set forth in the Adoption Agreement.

1.25  EARLY  RETIREMENT  DATE:  The  Participant's   Benefit  Commencement  Date
following  his or her  termination  of  Employment  on or after  satisfying  the
requirements for Early Retirement and prior to Normal Retirement Age.
<PAGE>

1.26 EARNED INCOME: The "net earnings from  self-employment"  within the meaning
of Code  Section  401(c)(2)  of a  Self-Employed  Individual  from the  trade or
business with respect to which the Plan is established, but only if the personal
services of the Self-Employed Individual are a material  income-producing factor
in that trade or business.  Net earnings  will be determined  without  regard to
items not included in gross income and the deductions  properly  allocable to or
chargeable  against  such items and are to be reduced  by  contributions  by the
Employer or Affiliate to a Qualified  Plan to the extent  deductible  under Code
Section 404.  Where this Plan refers to Earned  Income in the context of a trade
or business other than that with respect to which the Plan is adopted,  the term
Earned Income means such net earnings as would be Earned Income as defined above
if that trade or business  was the trade or business  with  respect to which the
Plan is adopted.

Net earnings  shall be determined  with regard to the  deduction  allowed to the
Employer by Code Section 164(f) for taxable years  beginning  after December 31,
1989.

1.27 ELECTIVE DEFERRALS:  Contributions made to the Plan during the Plan Year by
the Employer,  at the election of the Participant,  in lieu of cash compensation
and shall include  contributions that are made pursuant to a 401(k) Election.  A
Participant's  Elective  Deferral in any taxable year is the sum of all Employer
and Affiliate contributions pursuant to an election to defer under any qualified
cash or deferred  arrangement,  any simplified employee pension plan or deferred
arrangement  as described in Code Section  402(h)(1)(B),  any eligible  deferred
compensation  plan under Code  Section  457,  any plan as  described  under Code
Section  501(c)(18),  and  any  Employer  contributions  made  on  behalf  of  a
Participant for the purchase of an annuity under Code Section 403(b) pursuant to
a salary reduction  agreement.  Such contributions are nonforfeitable  when made
and are not  distributable  under the terms of the Plan to Participants or their
Beneficiaries earlier than the earlier of:

         (A)   termination   from   Employment,   death  or  Disability  of  the
Participant;

         (B)  termination of the Plan without  establishment  of another Defined
Contribution Plan by the Employer or an Affiliate;

         (C)   disposition   by  the  Employer  or  Affiliate  to  an  unrelated
corporation  of  substantially  all of its assets used in a trade or business if
such unrelated corporation continues to maintain this Plan after the disposition
but only with respect to Employees  who continue  employment  with the acquiring
unrelated entity. The sale of 85% of the assets used in a trade or business will
be deemed a sale of "substantially all" the assets used in a trade or business;

         (D) sale by the Employer or  Affiliate  to an  unrelated  entity of its
interest in an Affiliate if such unrelated entity continues to maintain the Plan
but only with respect to Employees who continue  employment  with such unrelated
entity; or

         (E)  the  events  specified  in Part B,  Article  VIII of the  Adoption
Agreement.

Elective  Deferrals shall not include any deferrals  properly  distributed as an
"Excess Amount" pursuant to Section 3.9.2.

1.28  ELECTIVE  DEFERRALS  ACCOUNT:  The Account  established  for a Participant
pursuant to Section 3.8.1.

1.29 ELIGIBLE EMPLOYEE: Those Employees specified in the Adoption Agreement.
<PAGE>

1.30  ELIGIBLE  PARTICIPANT:  An Eligible  Employee who has met the  eligibility
requirements set forth in the Adoption  Agreement whether or not he or she makes
Elective Deferrals and/or Employee Thrift Contributions.

1.31 EMPLOYEE: A Self-Employed  Individual, or any individual who is employed by
the Employer in the trade or business  with respect to which the Plan is adopted
and any individual who is employed by an Affiliate.  Each Leased  Employee shall
also be treated as an Employee of the recipient Employer. The preceding sentence
shall not apply,  however,  to any Leased Employee who is (A) covered by a money
purchase  pension plan maintained by the "leasing  organization"  referred to in
Section  1.54  which  provides,   with  respect  to  such  Leased  Employee,   a
nonintegrated   Employer  contribution  rate  of  at  least  10%  of  Limitation
Compensation,  but including amounts contributed  pursuant to a salary reduction
agreement which are excluded from the Employee's gross income under Code Section
402(a)(8),  Code Section 402(h) or Code Section 403(b), immediate participation,
and full and immediate  vesting and (B) such Leased  Employees do not constitute
more than 20% of the Employer's and Affiliates' nonhighly compensated workforce.
For purposes of the Plan,  all Employees will be treated as employed by a single
employer.

1.32 EMPLOYEE THRIFT CONTRIBUTIONS:  Employee nondeductible  contributions which
are required to be eligible for a Matching Thrift Contribution.  Employee Thrift
Contributions do not include Participant Voluntary Nondeductible Contributions.

1.33  EMPLOYEE  THRIFT  CONTRIBUTIONS  ACCOUNT:  The Account  established  for a
Participant pursuant to Section 3.8.3.

1.34 EMPLOYER:  The sole proprietorship,  partnership or corporation that adopts
the Plan by executing  the  Adoption  Agreement.  For all  purposes  relating to
eligibility,  participation,  contributions,  vesting and allocations,  Employer
includes all Participating Affiliates.

1.35 EMPLOYER ACCOUNT: The Participant's  Matching 401(k) Contributions Account,
Matching Thrift Contributions Account, Employer Contributions Account, Qualified
Matching Contributions Account and Qualified Nonelective  Contributions Account,
as the case may be.

1.36 EMPLOYER CONTRIBUTIONS: Any contributions made by the Employer for the Plan
Year on behalf of a Participant in accordance with Section 3.1 of the Plan.

1.37 EMPLOYER  CONTRIBUTIONS  ACCOUNT: The Account established for a Participant
pursuant to Section 3.8.2.

1.38 EMPLOYMENT.  An Employee's employment or self-employment with the Employer,
Affiliate  or a "leasing  organization"  referred to in Section  1.54 or, to the
extent  required under Code Section  414(a)(2) or as otherwise  specified by the
Administrator on a uniform and  nondiscriminatory  basis, any predecessor of any
of them. If any of them maintains a plan of a "predecessor employer" (within the
meaning  of Code  Section  414(a)(1))  employment  or  self-employment  with the
"predecessor employer" will be treated as Employment. Additionally, if the trade
or business conducted by a Self-Employed  Individual becomes  incorporated,  all
employment with that trade or business or with any Affiliate shall be treated as
Employment with the Employer.
<PAGE>

1.39 ENTRY DATE: The date on which an Eligible  Employee  becomes a Participant,
as specified in the Adoption Agreement.

1.40 ERISA: The Employee Retirement Income Security Act of 1974, as amended from
time to time.  Reference  to a specific  provision  of ERISA shall  include such
provision and any applicable regulation pertaining thereto.

1.41 EXCESS AGGREGATE  CONTRIBUTIONS:  With respect to any Plan Year, the excess
of:

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

         (B) The maximum  Contribution  Percentage  Amounts permitted by the ACP
Test (determined by reducing  contributions made on behalf of Highly Compensated
Employees  in the order of their  Contribution  Percentages  beginning  with the
highest of such  percentages).  Such  determination  shall be made  after  first
determining Excess Elective Deferrals and then determining Excess Contributions.

1.42 EXCESS  CONTRIBUTIONS:  With respect to any Plan Year, the aggregate amount
of  Elective  Deferrals,   Qualified  Nonelective  Contributions  and  Qualified
Matching Contributions,  if applicable,  actually paid over to the Trust Fund on
behalf of Highly  Compensated  Employees  for such Plan Year,  over the  maximum
amount of such  contributions  permitted by the ADP Test (determined by reducing
contributions  made on behalf of Highly  Compensated  Employees  in order of the
Actual Deferral Percentages, beginning with the highest of such percentages).

1.43  EXCESS  ELECTIVE  DEFERRALS:  The  amount  of  Elective  Deferrals  for  a
Participant's  taxable  year  that are  includible  in the  gross  income of the
Participant to the extent that such Elective  Deferrals  exceed the Code Section
402(g)  dollar  limitation  and which  the  Participant  allocates  to this Plan
pursuant to the procedure set forth in Section 3.4.2.  Excess Elective Deferrals
shall be treated as an Annual  Addition  pursuant  to Section  3.9,  unless such
amounts are  distributed  no later than the first April 15th following the close
of the Participant's taxable year.

1.44 FAMILY MEMBER: An individual described in Code Section 414(q)(6)(B).


1.45 401(K) CONTRIBUTIONS ACCOUNTS: The Participant's Elective Deferral Account,
Qualified   Nonelective   Contributions   Account,   and/or  Qualified  Matching
Contributions Account, as the case may be.

1.46 401(K) ELECTION:  The election by a Participant to make Elective  Deferrals
in accordance with Section 3.4.1.


1.47 FULLY VESTED  SEPARATION:  Termination of Employment,  by reason other than
death,  of a Participant  whose vested  percentage  in each Employer  Account is
100%.

1.48 GROUP TRUST: A Trust Fund  consisting of assets of any Plan  maintained and
established by the Employer or an Affiliate pursuant to Section 10.14.
<PAGE>

1.49 HIGHLY COMPENSATED EMPLOYEE:  The term Highly Compensated Employee includes
highly compensated active Employees and highly compensated former employees.

         (A) A highly  compensated  active  Employee  includes  any Employee who
performs  service for the  Employer or  Affiliate  during the Plan Year and who,
during the look-back year (the  twelve-month  period  immediately  preceding the
Plan Year):

                  (i)      received  Compensation from the Employer or Affiliate
in excess of $75,000 (as adjusted by the Adjustment Factor);

                  (ii)     received  Compensation from the Employer or Affiliate
in excess of $50,000 (as adjusted by the Adjustment  Factor) and was a member of
the top-paid group for such year; or

                  (iii)    was  an  officer of the  Employer  or  Affiliate  and
received  Compensation  during such year that is greater than 50% of the Defined
Benefit Dollar Limitation.

         (B) The term Highly Compensated Employee also includes:

                  (i)      Employees  who are both  described  in the  preceding
sentence if the term "Plan Year" is substituted  for the term  "look-back  year"
and the Employee is one of the 100 Employees who received the most  Compensation
from the Employer or Affiliate during the Plan Year; and

                  (ii)     Employees  who are 5% owners at any time  during  the
look-back year or Plan Year.

         (C) If no officer has received Compensation that is greater than 50% of
the Defined  Benefit Dollar  Limitation in effect during either the Plan Year or
look-back  year,  the  highest  paid  officer of such year shall be treated as a
Highly Compensated Employee.

         (D) A highly  compensated  former  employee  includes  any Employee who
terminated Employment (or was deemed to have terminated) prior to the Plan Year,
performs no service for the Employer or Affiliate  during the Plan Year, and was
a highly  compensated active employee for either the separation year or any Plan
Year ending on or after the Employee's 55th birthday.

         (E) If an Employee is,  during a Plan Year or look-back  year, a Family
Member of either  (i) a 5% owner who is an active or former  Employee  or (ii) a
Highly  Compensated  Employee  who is one of the  ten  most  highly  compensated
employees ranked on the basis of Compensation  paid by the Employer or Affiliate
during  such year,  then the Family  Member and the 5 % owner or top-ten  Highly
Compensated Employee shall be aggregated. In such case, the Family Member and 5%
owner or  top-ten  Highly  Compensated  Employee  shall be  treated  as a single
Employee receiving  Compensation and plan contributions or benefits equal to the
sum of such  Compensation and contributions or benefits of the Family Member and
5% owner or top-ten Highly Compensated  Employee.  For purposes of this section,
Family Member  includes the Spouse,  lineal  ascendants  and  descendants of the
Employee  or former  employee  and the  spouses of such  lineal  ascendants  and
descendants.
<PAGE>

         (F)  The  determination  of  who  is  a  Highly  Compensated  Employee,
including  the  determinations  of the number and  identity of  Employees in the
top-paid  group;  the top 100  Employees;  the  number of  Employees  treated as
officers;  and the  Compensation  that is considered  will be made in accordance
with Code Section 414(q).

1.50 HOUR OF SERVICE:  If the  Employer  elects in the  Adoption  Agreement  the
hourly record method, an Hour of Service shall include:

         (A) Each hour for which an Employee is paid, or entitled to payment, by
the Employer or an Affiliate for the  performance  of duties for the Employer or
an Affiliate. These hours will be credited to the Employee for each Plan Year in
which the duties are performed, or with respect to eligibility under Article II,
the  applicable  computation  period under the  definition of Year of Service in
which the duties are performed;

         (B) Each hour for which an Employee is paid, or entitled to payment, by
the Employer or an Affiliate  due to a period of time during which no duties are
performed  (irrespective of whether  Employment 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  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 section  2530.200b-2 of the Department of
Labor Regulations which are incorporated herein by this reference; and

         (C) Each  hour for  which  back  pay,  irrespective  of  mitigation  of
damages,  is either  awarded or agreed to by the Employer or an  Affiliate.  The
same Hours of  Service  will not be  credited  both  under  subparagraph  (A) or
subparagraph  (B), as the case may be, and under this  subparagraph  (C).  These
hours  will be  credited  to the  Employee  for the  Year of  Service  or  other
computation period to which the award or agreement pertains rather than the Year
of Service or other computation period in which the award,  agreement or payment
is made.

If the Employer  elects in the Adoption  Agreement  the elapsed time method,  an
Hour of  Service  is an hour for  which an  Employee  is paid,  or  entitled  to
payment, for the performance of duties for the Employer or an Affiliate.

With respect to both the hourly  record  method and the elapsed time method,  in
addition to service  with an  Affiliate,  Hours of Service will also be credited
for any  individual  considered an Employee for purposes of this Plan under Code
Section 414(n).

1.51  IMMEDIATELY   DISTRIBUTABLE:   A  Participant's   Account  is  Immediately
Distributable  if  any  part  of  such  Account  could  be  distributed  to  the
Participant or Participant's Surviving Spouse before the Participant attains (or
would have attained if not deceased) the later of Normal  Retirement  Age or age
62.

1.52 INVESTMENT MANAGER: Any person appointed by the Trustee or, with respect to
Participant-Directed  Assets, by the Participant or Beneficiary having the power
to direct the  investment of such assets,  to serve as such in  accordance  with
Section 10.8.
<PAGE>

1.53 KEY EMPLOYEE:  Any Employee or former  Employee (and the  beneficiaries  of
such  Employee)  who at any time  during the  "determination  period" was (A) an
officer of the Employer or Affiliate, having an annual Compensation greater than
50% of the  Defined  Benefit  Dollar  Limitation  for any Plan Year  within  the
"determination  period"; (B) an owner (or considered an owner under Code Section
318) of one of the ten largest  interests  in the  Employer or Affiliate if such
individual's  Compensation  exceeds  100% of the  dollar  limitation  under Code
Section  415(c)(1)(A);  (C) a "5% owner" (as defined in Code Section  416(i)) of
the  Employer or  Affiliate;  or (D) a "l % owner" (as  defined in Code  Section
416(i)) of the Employer or Affiliate who has an annual Compensation of more than
$150,000.  Annual  Compensation  means  compensation  as defined in Code Section
415(c)(3),  but  including  amounts  contributed  by the Employer  pursuant to a
salary reduction agreement which are excludible from the Employee's gross income
under Code Section  125,  Code Section  402(a)(8),  Code Section  402(h) or Code
Section  403(b).  The  "determination  period" is the Plan Year  containing  the
"determination date" and the four preceding Plan Years. The "determination date"
for  the  first  Plan  Year  is the  last  day of that  Plan  Year,  and for any
subsequent  Plan  Year  is  the  last  day  of  the  preceding  Plan  Year.  The
determination  of who is a Key  Employee  will be made in  accordance  with Code
Section 416(i).

1.54 LEASED  EMPLOYEE:  Any individual  (other than an Employee of the recipient
Employer or  Affiliate)  who,  pursuant to an agreement  between the Employer or
Affiliate  and any other  person  (the  "leasing  organization")  has  performed
services  for the  Employer  (or for the  Employer  or  Affiliate  and  "related
persons"   determined   in  accordance   with  Code  Section   414(n)(6))  on  a
substantially  full-time basis for a period of at least one year, which services
are of a type  historically  performed,  in the business  field of the recipient
Employer or Affiliate, by employees. Contributions or benefits provided a Leased
Employee  by  the  leasing  organization  which  are  attributable  to  services
performed for the recipient  Employer or Affiliate  shall be treated as provided
by the recipient Employer.

1.55  LIMITATION  YEAR:  The  Limitation  Year  as  specified  in  the  Adoption
Agreement.  All  Qualified  Plans  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.

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

1.57 MATCHING 401(K) CONTRIBUTION: Any contribution made by the Employer to this
and/or any other Defined  Contribution  Plan for the Plan Year, by reason of the
Participant's 401(k) Election,  and allocated to a Participant's Matching 401(k)
Contributions Account or to a comparable account in another Defined Contribution
Plan. Matching 401(k)  Contributions are subject to the distribution  provisions
applicable to Employer Accounts in the Plan.

1.58  MATCHING  401(K)  CONTRIBUTIONS  ACCOUNT:  The Account  established  for a
Participant pursuant to Section 3.8.4.
<PAGE>

1.59 MATCHING THRIFT  CONTRIBUTIONS:  Any contribution  made by the Employer for
the Plan  Year by reason  of  Employee  Thrift  Contributions.  Matching  Thrift
Contributions  shall be subject to the  distribution  provisions  applicable  to
Employer Accounts in the Plan.

1.60  MATCHING  THRIFT  CONTRIBUTIONS  ACCOUNT:  The Account  established  for a
Participant pursuant to Section 3.8.5.

1.61 NET PROFITS:  The current and accumulated  profits of the Employer from the
trade or business of the Employer with respect to which the Plan is established,
as determined by the Employer  before  deductions  for federal,  state and local
taxes on income and before  contributions  under the Plan or any other Qualified
Plan.

1.62 NONHIGHLY  COMPENSATED EMPLOYEE: An Employee of the Employer who is neither
a Highly Compensated Employee nor a Family Member.

1.63  NONVESTED  SEPARATION:  Termination  of Employment of a Participant  whose
vested percentage in each Employer Account is 0%.

1.64  NORMAL  RETIREMENT  AGE:  The age  specified  in the  Adoption  Agreement.
Notwithstanding the Employer's election in the Adoption Agreement,  if, for Plan
Years  beginning  before January 1, 1988,  Normal  Retirement Age was determined
with reference to the anniversary of the  participation  commencement date (more
than 5 but not to exceed 10 years),  the anniversary  date for  Participants who
first  commenced  participation  under  the Plan  before  the  first  Plan  Year
beginning  on or after  January 1, 1988,  shall be the  earlier of (A) the tenth
anniversary of the date the Participant commenced  participation in the Plan (or
such  anniversary  as had been elected by the Employer,  if less than 10) or (B)
the fifth  anniversary  of the first day of the first Plan Year  beginning on or
after January 1, 1988.

1.65 OWNER-EMPLOYEE:  An individual who is a sole proprietor, if the Employer is
a sole  proprietorship,  or if the Employer is a  partnership,  a partner owning
more than 10% of either the  capital  interest  or the  profits  interest in the
Employer;  provided  that where  this Plan  refers to an  Owner-Employee  in the
context of a trade or business  other than the trade or business with respect to
which the Plan is adopted,  the term Owner-Employee  means a person who would be
an  Owner-Employer  as defined  above if that other  trade or  business  was the
Employer.

1.66  PARTIALLY  VESTED  SEPARATION:  Termination of Employment of a Participant
whose vested  percentage  in any Employer  Account is less than 100% but greater
than 0%.

1.67   PARTICIPANT:   An  Employee  who  has  commenced,   but  not  terminated,
participation in the Plan as provided in Article II.

1.68 PARTICIPANT  CONTRIBUTIONS ACCOUNT: The Participant's Participant Voluntary
Nondeductible   Contributions   Account  and/or  Employee  Thrift  Contributions
Account, as the case may be.

1.69  PARTICIPANT-DIRECTED  ASSETS: The assets of an Account which are invested,
as described in Section 10.5.1, according to the direction of the Participant or
the  Participant's  Beneficiary,  as the case  may be,  in  either  individually
selected investments or in commingled funds or in shares of regulated investment
companies.
<PAGE>

1.70   PARTICIPANT   VOLUNTARY   NONDEDUCTIBLE   CONTRIBUTIONS:   Any  voluntary
nondeductible     contributions     made    in    cash    by    a    Participant
to  this  Plan   other  than Employee Thrift Contributions.

1.71 PARTICIPANT  VOLUNTARY  NONDEDUCTIBLE  CONTRIBUTIONS  ACCOUNT:  The Account
established for a Participant pursuant to Section 3.8.6.

1.72 PARTICIPATING  AFFILIATE: Any Affiliate or any other employer designated as
such by the Employer,  and, by duly authorized action, that has adopted the Plan
with the consent of the Employer and has not withdrawn therefrom.

1.73 PERIOD OF SEVERANCE: For purposes of the hourly records method, a Period of
Severance  is a period  equal to the number of  consecutive  Plan Years or, with
respect to eligibility,  the applicable  computation period under the definition
of Year of Service,  in which an Employee has 500 Hours of Service or less.  The
Period of  Severance  shall be  determined  on the basis of Hours of Service and
shall  commence  with the first Plan Year in which the Employee has 500 Hours of
Service or less.  With respect to any period of absence during which a Period of
Severance does not commence, the Participant shall be credited with the Hours of
Service  (up to a maximum of 501 Hours of Service  in a Plan Year)  which  would
otherwise  have been  credited  to him or her but for such  absence,  or if such
Hours of  Service  cannot  be  determined,  8 Hours of  Service  for each day of
absence.

For purposes of the elapsed  time method,  a Period of Severance is a continuous
period of at least 12-consecutive months during which an individual's Employment
is not  continuing,  beginning  on the  date an  Employee  retires,  quits or is
discharged or, if earlier,  the first 12-month  anniversary of the date that the
individual is otherwise  first absent from service (with or without pay) for any
other reason,  and ending on the date the  individual  again performs an Hour of
Service.

Anything in the definition thereof to the contrary notwithstanding,  a Period of
Severance shall not commence if the Participant is:

         (A) On an  authorized  leave of absence  in  accordance  with  standard
personnel  policies  applied  in a  nondiscriminatory  manner  to all  Employees
similarly situated and returns to active Employment by the Employer or Affiliate
immediately upon the expiration of such leave of absence;

         (B) On a military leave while such Employee's  reemployment  rights are
protected by law and returns to active  Employment  within ninety days after his
or her discharge or release (or such longer period as may be prescribed by law);
or

         (C) Absent from work by reason of (i) the  pregnancy  of the  Employee,
(ii) the birth of a child of the  Employee,  or (iii) the  placement  of a child
with the  Employment  in  connection  with the  adoption  of such  child by such
Employee,  or (iv) the care of such  child  for a period  beginning  immediately
following  such birth or placement.  In  determining  when such a  Participant's
Period of Severance begins,  the Participant will credited with (i) for purposes
of the elapsed time method,  the  12-consecutive  month period  beginning on the
first anniversary of the first date of such absence; or (ii) for purposes of the
hourly  records  method,  the Hours of Service he or she would normally have had
but for such  absence,  or if such Hours  cannot be  determined,  eight Hours of
Service  for each day of such  absence;  provided,  however,  that such Hours of
Service  shall not  exceed 501 and shall be  credited  only in the year in which
such  absence  began  if such  crediting  would  prevent  the  Participant  from
incurring a Period of  Severance  in that year,  or in any other case,  shall be
credited in the immediately following year.
<PAGE>

1.74 PLAN:  The plan  established  by the Employer in the form of this Prototype
Plan and the applicable  Adoption Agreement  executed by the Employer.  The Plan
shall have the name specified in the Adoption Agreement.

1.75 PLAN YEAR: Each 12-consecutive month period ending on the date specified in
the Adoption Agreement, during any part of which the Plan is in effect.

1.76 PROTOTYPE PLAN: The Merrill Lynch Special  Prototype  Defined  Contribution
Plan set forth in this document, as amended or restated from time to time.

1.77 QUALIFIED JOINT AND SURVIVOR ANNUITY:  An immediate annuity for the life of
Participant with a survivor annuity continuing after the Participant's  death to
the Participant's  Surviving Spouse for the Surviving Spouse's life in an amount
equal to 50% of the amount of the annuity  payable during the joint lives of the
Participant and such Surviving Spouse and which is the actuarial equivalent of a
single life annuity which could be provided for the Participant under an Annuity
Contract   purchased  with  the  aggregate   vested  Account   Balances  of  the
Participant's Accounts at the Benefit Commencement Date.

1.78 QUALIFIED MATCHING CONTRIBUTIONS: Matching Contributions which, pursuant to
the election made by the Employee,  and in accordance with Code Section 401 (m),
are  nonforfeitable  when made and subject to the limitation on distribution set
forth in the definition of Qualified Nonelective Contributions.

1.79 QUALIFIED MATCHING  CONTRIBUTIONS  ACCOUNT:  The Account  established for a
Participant pursuant to Section 3.8.7.

1.80 QUALIFIED  NONELECTIVE  CONTRIBUTIONS:  Contributions  (other than Matching
401(k)  Contributions,  Qualified  Matching  401(k)  Contributions  or  Elective
Deferrals),  if any, made by the Employer which the Participant may not elect to
receive in cash until distributed from the Plan, which are  nonforfeitable  when
made,  and  which  are  not  distributable  under  the  terms  of  the  Plan  to
Participants or their Beneficiaries earlier than the earlier of:

         (A) termination of Employment, death, or Disability of the Participant;

         (B) attainment of the age 59-1/2 by the Participant;

         (C)  termination of the Plan without  establishment  of another Defined
Contribution Plan by the Employer or an Affiliate;
<PAGE>

         (D)  disposition  by the  Employer  or  Participating  Affiliate  to an
unrelated  corporation  of  substantially  all of its assets  used in a trade or
business if such unrelated corporation continues to maintain this Plan after the
disposition but only with respect to Employees who continue  employment with the
acquiring  unrelated  entity.  The sale of 85% of the assets  used in a trade or
business will be deemed a sale of "substantially all" the assets used in a trade
or business;

         (E) sale by the Employer to an  unrelated  entity of its interest in an
Affiliate if such unrelated  entity continues to maintain the Plan but only with
respect to Employees who continue employment with such unrelated entity; and

         (F) effective for Plan Years beginning before January 1, 1989, upon the
hardship of the Participant.

1.81 QUALIFIED NONELECTIVE  CONTRIBUTIONS ACCOUNT: The Account established for a
Participant pursuant to Section 3.8.7.


1.82 QUALIFIED PLAN: A Defined Benefit Plan or Defined Contribution Plan.

1.83  QUALIFYING  EMPLOYER  SECURITIES:  Employer  securities,  as that  term is
defined in ERISA Section 407(d)(5).

1.84 ROLLOVER CONTRIBUTION: A contribution described in Section 3.4.

1.85 ROLLOVER  CONTRIBUTIONS  ACCOUNT: The Account established for a Participant
pursuant to Section 3.8.9.

1.86 SELF-EMPLOYED  INDIVIDUAL: An individual who has Earned Income for the Plan
Year involved from the trade or business for which the Plan is  established,  or
who  would  have had such  Earned  Income  but for the  fact  that the  trade or
business  with respect to which the Plan is  established  had no Net Profits for
that Plan Year.

1.87  SOCIAL  SECURITY  RETIREMENT  AGE:  Age 65 in the  case  of a  Participant
attaining age 62 before January 1, 2000 (I.E., born before January 1, 1938), age
66 for a  Participant  attaining  age 62 after  December  31,  1999,  and before
January 1, 2017 (I.E.,  born after  December  31,  1937,  but before  January 1,
1955),  and age 67 for a Participant  attaining  age 62 after  December 31, 2016
(I.E., born after December 31, 1954).

1.88  SPONSOR:  The  mass  submitter,  Merrill  Lynch,  Pierce,  Fenner  & Smith
Incorporated  and any successor  thereto,  and any other  qualifying  sponsoring
organization who sponsors with the consent of the mass submitter,  the Prototype
Plan and makes the Prototype Plan available for adoption by Employers.

1.89 SPOUSE: The person married to a Participant,  provided that a former spouse
will be treated as the Spouse to the extent provided under a "qualified domestic
relations  order" (or a "domestic  relations order" treated as such) as referred
to in Section 12.6.
<PAGE>

1.90 SURVIVING SPOUSE: The person married to a Participant on the earliest of:

         (A) the date of the Participant's death;

         (B) the Participant's Benefit Commencement Date; or

         (C) the  date  on  which  an  Annuity  Contract  is  purchased  for the
Participant providing benefits under the Plan;

Anything contained herein to the contrary notwithstanding,  a former spouse will
be treated as the  Surviving  Spouse to the extent  provided  under a "qualified
domestic  relations order" (or a "domestic  relations order" treated as such) as
referred to in Section 12.6.

1.91 TAXABLE WAGE BASE:  The maximum  amount of earnings which may be considered
"wages" for the Plan Year involved under Code Section 3121(a)(1).

1.92 TRANSFERRED  ACCOUNT: The Account established for a Participant pursuant to
Section 3.8.10.

1.93 TRUST: The trust established under the Plan to which Plan contributions are
made and in which Plan assets are held.


1.94 TRUST FUND: The assets of the Trust held by or in the name of the Trustee.


1.95  TRUSTEE:  The person  appointed  as Trustee  pursuant to Article X and any
successor Trustee.

1.96 VALUATION DATE: The last business day of each Plan Year, the date specified
in the Adoption Agreement or determined pursuant to Section 10.6, if applicable,
and each other date as may be determined by the Administrator.

1.97  VESTING  SERVICE:  The Years of Service  credited to a  Participant  under
Article IV for purposes of determining the  Participant's  vested  percentage in
any Employer Account established for the Participant.

1.98 YEARS OF SERVICE:  If the Employer  elects the hourly records method in the
Adoption  Agreement,  an Employee shall be credited with one Year of Service for
each  Plan  Year in  which he or she has  1,000  Hours of  Service.  Solely  for
purposes of  eligibility  to  participate,  an Employee shall be credited with a
Year of Service on the last day of the 12-consecutive  month period which begins
on the first day an which he or she has an Hour of Service,  if he or she has at
least 1,000 Hours of Service in that period. If an Employee fails to be credited
with a Year of Service on such date,  he or she shall be credited with a Year of
Service on the last day of each succeeding 12-consecutive month period.

If the Employer  elects the elapsed time method in the Adoption  Agreement,  the
Employee's Years of Service shall be a span of service equal to the sum of:
<PAGE>

         (A) the period  commencing on the date the Employee  first  performs an
Hour of Service and ending on the date he or she quits,  retires, is discharged,
dies, or if earlier,  the 12-month anniversary of the date on which the Employee
was  otherwise  first  absent from  service  (with or without pay) for any other
reason; and

         (B)      (i)  if  the Employee quits,  retires,  or is discharged,  the
period commencing on the date the Employee  terminated his or her Employment and
ending on the first date on which he or she again  performs  an Hour of Service,
if such date is  within 12 months of the date on which he or she last  performed
an Hour of Service; or

                  (ii) if  the  Employee  is absent  from work for any other
reason  and,  within 12 months of the first day of such  absence,  the  Employee
quits, retires or is discharged,  the period commencing on the first day of such
absence and ending on the first day he or she again  performs an Hour of Service
if such day is within 12 months of the date his or her absence began.

With  respect to both the  elapsed  time  method and the hourly  record  method,
service with a predecessor employer, determined in the manner in which the rules
of this Plan would have  credited such service had the  Participant  earned such
service  under the terms of this Plan,  may be included in Years of Service,  as
specified in the Adoption Agreement.

                                   ARTICLE II

                                  PARTICIPATION

2.1      ADMISSION AS A PARTICIPANT.
         --------------------------

2.1.1  An  Eligible  Employee  shall  become a  Participant  an the  Entry  Date
coincident  with  or next  following  the  date on  which  he or she  meets  the
eligibility requirements specified in the Adoption Agreement;  provided, however
that

         (A) an Eligible Employee who has met the eligibility requirements as of
the first day of the Plan Year in which the Plan is  adopted as a new Plan shall
become a Participant as of such date;

         (B) an Eligible Employee who had met the eligibility  requirements of a
plan that is  restated  and/or  amended  to  become  this  Plan  shall  become a
Participant as of the date this Plan is adopted; and

         (C) if selected in the Adoption  Agreement,  an Eligible Employee shall
become a Participant on the effective date of the Plan providing he or she is an
Eligible Employee on such date.

2.1.2 An Employee who did not become a Participant on the Entry Date  coincident
with  or  next  following  the  day on  which  he or  she  met  the  eligibility
requirements  because he or she was not then an Eligible Employee shall become a
Participant  on the  first  day on which he or she  again  becomes  an  Eligible
Employee  unless  determined  otherwise in accordance  with Section 2.3.1 of the
Plan.
<PAGE>

2.1.3  If the  Plan  includes  a CODA or  thrift  feature,  in  addition  to the
Participation  requirements  set forth in Section  2.1.1,  an Eligible  Employee
shall become a Participant upon filing his or her 401(k) Election or election to
make Employee Thrift Contributions with the Administrator. An election shall not
be required if the  Employer  has elected to make  contributions  to an Employer
Account and/or Qualified Nonelective  Contributions with respect to all Eligible
Participants.

2.1.4 An individual who has ceased to be a Participant  and who again becomes an
Eligible Employee shall become a Participant immediately upon reemployment as an
Eligible Employee Unless  determined  otherwise in accordance with Section 2.3.1
of the Plan.

2.2      ROLLOVER MEMBERSHIP AND TRUST TO TRUST TRANSFER.
         -----------------------------------------------

An  Eligible  Employee  who makes a  Rollover  Contribution  or a trust to trust
transfer  shall  become a  Participant  as of the date of such  contribution  or
transfer  even if he or she had not  previously  become a  Participant.  Such an
Eligible  Employee shall be a Participant only for the purposes of such Rollover
Contribution  or transfer  and shall not be  eligible to share in  contributions
made by the Employer until he or she has become a Participant in accordance with
Section 2.1.

2.3      CREDITING OF SERVICE FOR ELIGIBILITY PURPOSES.
         ---------------------------------------------

2.3.1 For  purposes of  eligibility  to  participate,  an  Eligible  Employee or
Participant  without any vested interest in any Employer  Account and without an
Elective  Deferrals Account who terminates  Employment shall lose credit for his
or her Years of Service  prior to such  termination  of Employment if his or her
Period of Severance  equals or exceeds five years Or, if greater,  the aggregate
number of Years of Service.

2.3.2 For purposes of eligibility to participate, a Participant who has a vested
interest in any  Employer  Account and who  terminates  Employment  shall retain
credit for his or her Years of Service prior to such  termination  of Employment
without  regard to the  length of his or her Period of  Severance.  In the event
such Participant returns to Employment, he or she shall participate immediately.

2.3.3 A former Eligible  Employee who was not a Participant who again becomes an
Eligible Employee with no Years of Service to his or her credit shall be treated
as a new Employee.

2.4      TERMINATION OF PARTICIPATION.
         ----------------------------

A Participant shall cease to be a Participant:

         (A) upon his or her death;

         (B) upon the payment to him or her of all  nonforfeitable  benefits due
to him or her under the Plan,  whether directly or by the purchase of an Annuity
Contract; or

         (C) upon his or her Nonvested Separation.
<PAGE>

2.5      LIMITATION FOR OWNER-EMPLOYEE.
         -----------------------------

2.5.1  If  the  Plan  provides   contributions  or  benefits  for  one  or  more
Owner-Employees  who  control  the  trade or  business  for  which  this Plan is
established and who also control as an Owner-Employee or as Owner-Employees  one
or more other trades or businesses,  this Plan and the plan established for each
such other trade or business must, when looked at as a single plan,  satisfy the
requirements  of Code  Sections  401(a) and (d) with respect to the employees of
this and all of such other trades or businesses.

2.5.2  If  the  Plan  provides   contributions  or  benefits  for  one  or  more
Owner-Employees  who control as an Owner-Employee or as  Owner-Employees  one or
more other trades or businesses, the employees of the other trades or businesses
must be included in a plan which  satisfies  the  requirements  of Code Sections
401(a) and (d) and which provides  contributions  and benefits for the employees
of such other trades or businesses not less favorable than the contributions and
benefits provided for Owner-Employees under this Plan.

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

2.5.4 For purposes of the preceding three subsections, an Owner-Employee, or two
or more  Owner-Employees,  will be  considered to control a trade or business if
the Owner-Employee, or two or more Owner-Employees together:

         (A) own the entire interest in an unincorporated trade or business, or

         (B) in the case of a  partnership,  own more  than  50% of  either  the
capital interest or the profits interest in the
partnership.

For  purposes  of the  preceding  sentence,  an  Owner-Employee,  or two or more
Owner-Employees,  shall be treated as owning any interest in a partnership which
is owned, directly or indirectly, by a partnership which such Owner-Employee, or
such two or more  Owner-Employees,  are considered to control within the meaning
of the preceding sentence.

2.6      CORRECTIONS WITH REGARD TO PARTICIPATION.
         ----------------------------------------

2.6.1 If in any Plan Year an  Eligible  Employee  who  should be  included  as a
Participant in the Plan is erroneously omitted and discovery of such omission is
not made until after a contribution  by the Employer for the year has been made,
the Employer  shall make a subsequent  contribution  with respect to the omitted
Eligible  Employee in the amount  which would have  contributed  with respect to
such Eligible Employee had he or she not been omitted.  Such contribution  shall
be made whether or not it is  deductible in whole or in part in any taxable year
under applicable  provisions of the Code. It shall be the  responsibility of the
Employer  and  Administrator  to take any and all  actions as  required  by this
Section 2.6.1.
<PAGE>

2.6.2 If in any Plan Year any  person who  should  not have been  included  as a
Participant in the Plan is erroneously  included and discovery of such incorrect
inclusion is not made until after a contribution for the year has been made, the
amount  contributed  on behalf of such  ineligible  person  shall  constitute  a
forfeiture  for the Plan Year in which the  discovery  is made.  It shall be the
responsibility  of the Employer and Administrator to take any and all actions as
required by this Section 2.6.2.

2.7      PROVISION OF INFORMATION.
         ------------------------

Each  Employee  shall  execute such forms as may  reasonably  be required by the
Administrator, and shall make available to the Administrator any information the
Administrator  may  reasonably  request in this regard.  By virtue of his or her
participation in this Plan, an Employee agrees,  on his or her own behalf and on
behalf  of all  persons  who may  have or  claim  any  right  by  reason  of the
Employee's participation in the plan, to be bound by all provisions of the Plan.

                                   ARTICLE III

                            CONTRIBUTIONS AND ACCOUNT
                                   ALLOCATIONS

3.1      EMPLOYER CONTRIBUTIONS AND ALLOCATIONS.
         --------------------------------------

3.1.1 If the Plan is a  profit-sharing  plan, the Employer will  contribute cash
and/or Qualifying Employer Securities to the Trust Fund, in such amount, if any,
as specified in the Adoption  Agreement and with respect to Qualifying  Employer
Securities as is consistent  with Sections  10.4.2 and 10.4.3.  If the Plan is a
profit-sharing  plan,  Net  Profits  may be  necessary  for an  Employer to make
contributions,  as specified in the Adoption Agreement.  Employer  Contributions
for a Plan Year will be allocated no later than the last day of the Plan Year to
the Employer Contributions Account of Participants eligible for an allocation in
the manner specified in the Adoption Agreement. A not-for-profit corporation may
adopt a profit-sharing plan as an incentive plan; provided, however, that such a
plan may not contain a CODA feature unless otherwise permitted by law.

3.1.2 If the Plan is a money purchase pension plan, the Employer will contribute
cash to the Trust Fund in an amount equal to that percentage of the Compensation
of each  Participant  eligible for an allocation of Employer  contributions  for
that Plan Year as specified in the Adoption  Agreement.  Employer  Contributions
for the Plan Year will be  allocated  as of the last day of the Plan Year to the
Employer  Contributions  Accounts of Participants eligible for an allocation and
entitled to share in such  contributions in the manner specified in the Adoption
Agreement.

3.1.3 If the Plan is a target benefit plan, the Employer will contribute cash to
the Trust Fund in an amount  specified  in the  Adoption  Agreement.  The amount
contributed with respect to the targeted  benefit of each  Participant  eligible
for an allocation for that Plan Year will be allocated as of the last day of the
Plan Year to the  Participant's  Employer  Contributions  Account  in the manner
specified in the Adoption Agreement.
<PAGE>

3.1.4 If the Employer elects in the Adoption  Agreement to make contributions on
behalf  of  a  Participant  whose  Employment   terminated  due  to  Disability,
"Compensation" shall mean, with respect to such Participant, the Compensation he
or she would have received for the entire  calendar year in which the Disability
occurred if he or she had been paid for such year at the rate at which he or she
was being paid immediately prior to such Disability.  Employer Contributions may
be  taken  into  account  only if the  Participant  is a  Nonhighly  Compensated
Employee and contributions made on his or her behalf are nonforfeitable.

3.1.5 If an  Employer  has  adopted  more than one  Adoption  Agreement,  or has
adopted a plan pursuant to the Merrill Lynch Special  Prototype  Defined Benefit
Plan and Trust,  only one  Adoption  Agreement  may be  integrated  with  Social
Security.

3.1.6  For  purposes  of  the  Plan,  contributions  provided  by  the  "leasing
organization"  referred  to in  Section  1.37 of a  Leased  Employee  which  are
attributable to services performed for the Employer shall be treated as provided
by the Employer.

3.2      PARTICIPANT VOLUNTARY NONDEDUCTIBLE CONTRIBUTIONS.
         -------------------------------------------------

3.2.1 If elected by the Employer in the  Adoption  Agreement,  each  Participant
while   actively   employed  may  make   Participant   Voluntary   Nondeductible
Contributions  in cash in a dollar amount or a percentage of Compensation  which
does not,  when  included  in the  Contribution  Percentage  Amount,  exceed the
limitations set forth in Code Section 401(m).

3.2.2  Participant  Voluntary  Nondeductible  Contributions  shall  be  made  in
accordance with rules and procedures adopted by the Administrator.

3.3      ROLLOVER CONTRIBUTIONS AND TRUST TO TRUST TRANSFERS.
         ---------------------------------------------------

3.3.1 Any  Eligible  Employee or  Participant  may make a Rollover  Contribution
under the Plan. A Rollover  Contribution  shall be in cash or in other  property
acceptable  to the Trustee  and shall be a  contribution  attributable  to (a) a
"qualified  total   distribution"  (as  defined  in  Code  Section   402(a)(5)),
distributed to the  contributing  Employee  under Code Section  402(a)(5) from a
Qualified Plan or distributed to the Employee under Code Section  403(a)(4) from
an  "employee  annuity"  or  referred  to in that  section,  or (b) a payout  or
distribution  to the  Employee  referred to in Code  Section  408(d)(3)  from an
"individual retirement account" or an "individual retirement annuity" described,
respectively, in Code Section 408(a) or Section 408(b) consisting exclusively of
amounts  attributable  to "qualified  total  distributions"  (as defined in Code
Section  402(a)(5))  from a Qualified Plan. The Plan shall not accept a Rollover
Contribution  attributable to any accumulated  deductible employee contributions
as defined by Code Section 72(o)(5)(B).  The Trustee may condition acceptance of
a Rollover Contribution upon receipt of such documents as it may require. In the
event  that an  Employee  makes a  contribution  pursuant  to this  Section  3.3
intended to be a Rollover  Contribution  but which did not qualify as a Rollover
Contribution,   the  Trustee  shall  distribute  to  the  Employee  as  soon  as
practicable  after that  conclusion is reached the entire Account balance in his
or  her  Rollover   Contributions   Account  deriving  from  such  contributions
determined as of the valuation date  coincident  with or  immediately  preceding
such discovery.
<PAGE>

3.3.2 Any  Eligible  Employee or  Participant  may direct the  Administrator  to
direct the  Trustee to accept a transfer  to the Trust Fund from  another  trust
established  pursuant to another Qualified Plan of all or any part of the assets
held  in such  other  trust.  The  Plan  shall  not  accept  a  direct  transfer
attributable to accumulated deductible employee contributions as defined by Code
Section  72(o)(5)(B).  The Trustee may  condition  acceptance of such a trust to
trust transfer upon receipt of such documents as it may require.

3.4      SECTION 401(K) CONTRIBUTIONS AND ACCOUNT ALLOCATIONS.
         ----------------------------------------------------

3.4.1    ELECTIVE DEFERRALS

         (A)      AMOUNT OF ELECTIVE DEFERRALS

Subject  to the  limitations  contained  in Section  3.4.2,  the  Employer  will
contribute cash to the Trust Fund in an amount equal to:

                  (i)....as  specified on the  Participant's  401(k)  Election
form, the specific dollar amount, or the deferral Percentage  multiplied by each
such Participant's Compensation; or

                  (ii)...a bonus contribution made pursuant to Section 3.4.1(C).

         (B) The amount elected by a Participant  pursuant to a 401(k)  Election
shall be determined within the limits specified in the Adoption  Agreement.  The
401(k)  Election  shall be made on a form provided by the  Administrator  but no
election  shall  be  effective  prior  to  approval  by the  Administrator.  The
Administrator  may reduce the amount of any 401(k) Election,  or make such other
modifications as necessary, so that the Plan complies with the provisions of the
Code. A  Participant's  401(k) Election shall remain in effect until modified or
terminated.  Modification  or termination of a 401(k)  Election shall be made at
such time as specified in the Adoption Agreement.

         (C) If elected by the Employer in the Adoption  Agreement,  an Eligible
Employee may make a 401(k)  Election to have an amount withheld up to the amount
of any bonus  payable for such Plan Year and direct the  Employer to  contribute
the amount so withheld to his or her Elective Deferrals Account.

3.4.2    LIMITATION ON ELECTIVE DEFERRALS

         (A) MAXIMUM  AMOUNT OF ELECTIVE  DEFERRALS AND  DISTRIBUTION  OF EXCESS
ELECTIVE DEFERRALS

                  (i)......No  Participant  shall be permitted to have  Elective
Deferrals made under this Plan, or any other  Qualified  Plan  maintained by the
Employer,  during any Plan Year in excess of the dollar limitation  contained in
Code  Section  402(g) in effect at the  beginning of the  Participant's  taxable
year.
                  (ii).....Notwithstanding  any  other  provision  of the  Plan,
Excess  Elective  Deferrals made to this Plan or assigned to this Plan, plus any
income and minus any loss allocable thereto,  shall be distributed no later than
April 15,1988,  and each April 15 thereafter,  to Participants to whose accounts
Excess  Elective  Deferrals were  designated for the preceding Plan Year and who
claim Excess Elective Deferrals for such taxable year. Excess Elective Deferrals
shall be treated as Annual Additions.
<PAGE>

                  (iii)....CLAIMS.  A Participant may designate to this Plan any
amount of his or her Elective  Deferrals as Excess Elective Deferrals during his
or her  taxable  year.  A  Participant's  claim  shall be in  writing,  shall be
submitted  to the  Administrator  no later  than  March  1,  shall  specify  the
Participant's Excess Elective Deferral for the preceding Plan Year, and shall be
accompanied by the Participant's  written statement that if such amounts are not
distributed, such Excess Elective Deferral, when added to amounts deferred under
other plans or  arrangements  described  in Code  Section  401(k),  Code Section
408(k),  Code Section  403(b) or Code Section 457,  exceeds the limit imposed on
the  Participant  by Code  Section  402(g)  for the year in which  the  deferral
occurred.  A  Participant  is deemed to notify the  Administrator  of any Excess
Elective  Deferrals  that  arise by taking  into  account  only  those  Elective
Deferrals made to this Plan and any other plans of the Employer or an Affiliate.

                  (iv).....DETERMINATION  OF  INCOME  OR LOSS.  Excess  Elective
Deferrals  shall be adjusted for income or loss up to the date of  distribution.
The income or loss allocable to Participant's  Excess Elective  Deferrals is the
sum of: (1) the income or loss allocable to the Participant's Elective Deferrals
Account  for the  Participant's  taxable  year  multiplied  by a  fraction,  the
numerator  of which  is the  Participant's  Excess  Elective  Deferrals  for the
Participant's  taxable year and the  denominator of which is the Account Balance
of the Participant's  Elective Deferrals Account without regard to any income or
loss  occurring  during  such  taxable  year;  and (2) ten percent of the amount
determined  under (1) multiplied by the number of whole calendar  months between
the end of the Participant's taxable year and the date of distribution, counting
the month of distribution if distribution occurs after the 15th of such month.

Anything in the preceding paragraph of this Section 3.4.2(A)(iv) to the contrary
notwithstanding,  any  reasonable  method  for  computing  the  income  or  loss
allocable to Excess Elective Deferrals may be used, provided that such method is
used  consistently  for all  Participants  and for all corrective  distributions
under  the  Plan,  and is used by the  Plan  for  allocating  income  or loss to
Participants'  Accounts.  Income or loss allocable to the period between the end
of the  taxable  year  and  the  date  of  distribution  may be  disregarded  in
determining income or loss.

         (B)      ADP TEST

The Average Actual Deferral Percentage for Highly Compensated Employees for each
Plan Year and the Average Actual Deferral  Percentage for Nonhighly  Compensated
Employees for the same Plan Year must satisfy one of the following tests:

                  (i)......The  Average Actual Deferral  Percentage for Eligible
Participants  who are Highly  Compensated  Employees for the Plan Year shall not
exceed the Average Actual Deferral Percentage for Eligible  Participants who are
Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; or
<PAGE>

                  (ii).....The  Average Actual Deferral  Percentage for Eligible
Participants  who are Highly  Compensated  Employees for the Plan Year shall not
exceed the Average Actual Deferral Percentage for Eligible  Participants who are
Nonhighly  Compensated  Employees for the Plan Year multiplied by 2.0;  provided
that the Average Actual Deferral  Percentage for Eligible  Participants  who are
Highly  Compensated  Employees  does not  exceed  the  Average  Actual  Deferral
Percentage for Participants who are Nonhighly Compensated Employees by more than
two percentage points.

         (C)      SPECIAL ACTUAL DEFERRAL PERCENTAGE RULES

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

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

                  (iii)....For  purposes  of  determining  the  Actual  Deferral
Percentage of an Eligible  Participant  who is a 5% owner or one of the ten most
highly paid Highly Compensated Employees,  the Elective Deferrals (and Qualified
Matching  Contributions  or Qualified  Nonelective  Contributions,  or both,  if
treated as Elective  Deferrals  for purposes of one of the tests  referred to in
Section  3.4.2(B)) and CODA  Compensation of such Participant  shall include the
Elective  Deferrals  (and,  if  applicable,  Qualified  Matching  Contributions,
Qualified Nonelective  Contributions) and CODA Compensation for the Plan Year of
Family Members. Family Members with respect to such Highly Compensated Employees
shall be disregarded as separate  employees in determining  the Actual  Deferral
Percentage  both  for  Eligible   Participants  who  are  Nonhighly  Compensated
Employees and for Eligible Participants who are Highly Compensated Employees.

                  (iv).....For  purposes of determining  the ADP Test,  Elective
Deferrals,  Qualified Matching Contributions,  and Qualified Nonelective must be
made before the last day of the 12-month period  immediately  following the Plan
Year to which such contributions relate.
<PAGE>

                  (v)......The  Employer  shall maintain  records  sufficient to
demonstrate  satisfaction  of  the  A  DP  Test  and  the  amount  of  Qualified
Nonelective  Contributions  and/or Qualified Matching  Contribution used in such
test.

                  (vi).....The  determination  and  treatment  of  the  Elective
Deferrals,   Qualified  Matching   Contributions,   and  Qualified   Nonelective
Contributions, used in the ADP Test shall satisfy such other requirements as may
be prescribed by the Secretary of the Treasury.

         (D)      DISTRIBUTION OF EXCESS CONTRIBUTIONS

                  (i)......IN  GENERAL.  Notwithstanding  any other provision of
the Plan except  Section  3.4.2(E),  Excess  Contributions,  plus any income and
minus any loss  allocable  thereto,  shall be distributed no later than the last
day of each Plan Year  beginning  after  December 31, 1987, to  Participants  to
whose  Accounts  Elective  Deferrals,  Qualified  Matching  Contributions,   and
Qualified  Nonelective  Contributions  were  allocated  for the  Preceding  Plan
Year.Footnote  1 Excess  Contributions  of  Participants  who are subject to the
Family Member  aggregation  rules shall be allocated among the Family Members in
proportion to the Elective Deferrals (and amounts treated as Elective Deferrals)
of each Family Member that is combined to determine the combined Actual Deferral
Percentage. Excess Contributions shall be treated as Annual Additions.

                  (ii).....DETERMINATION OF INCOME OR LOSS. Excess Contributions
shall be  adjusted  for any income or loss up to the date of  distribution.  The
income or loss allocable to Excess  Contributions  is the sum of: (1) the income
or loss  allocable to the  Participant's  Elective  Deferrals  Account  (and, if
applicable,  the Qualified  Nonelective  Contributions  Account or the Qualified
Matching  Contributions  Account  or both)  for the Plan  Year  multiplied  by a
fraction,  the numerator of which is such Participant's Excess Contributions for
the year and the denominator of which is the Account  Balances of  Participant's
Elective  Deferrals Account,  Qualified  Nonelective  Contributions  Account and
Qualified  Matching  Contributions  Account  if any of  such  contributions  are
included in the ADP Test,  without regard to any income or loss occurring during
such Plan Year; and (2) 10% of the amount determined under (1) multiplied by the
number of whole calendar months between the end of the Plan Year and the date of
distribution,  counting the month of distribution  if distribution  occurs after
the 15th of such month.

Anything in the preceding paragraph of this Section 3.4.2(D)(ii) to the contrary
notwithstanding,  any  reasonable  method  for  computing  the  income  or  loss
allocable to Excess Contributions may be used, provided that such method is used
consistently for all Participants and for all corrective distributions under the
Plan for the Plan Year, and is used by the Plan for allocating income or loss to
Participant's  Accounts.  Income or loss allocable to the period between the end
of the Plan Year and the date of distribution  may be disregarded in determining
income or loss.
______________________
<F1>
Distribution if Excess  Contributions on or before the last day of the Plan Year
in which such excess amounts arose is required  under Code Section  401(k)(8) if
the Plan it to  maintain  its  tax-qualified  status.  However,  it such  excess
amounts,  plus any income an dminus any loss allocable  threto,  are distributed
more than 1-1/2 months after the last day of theh Plan Year in which such excess
amounts  arose,  then Code Section 4979 imposes a 10% excise tax on the employer
maintaining the plan with respect to such amounts.
<PAGE>


                  (iii)....ACCOUNTING   FOR   EXCESS   CONTRIBUTIONS.    Amounts
distributed  under this Section  3.4.2(D)  shall first be  distributed  from the
Participant's  Elective Deferrals Account and Qualified  Matching  Contributions
Account in  proportion  to the  Participant's  Elective  Deferrals and Qualified
Matching  Contributions  (to the extent used in the ADP Test) for the Plan Year.
Excess  Contributions  shall be  distributed  from the  Participant's  Qualified
Nonelective   Contributions   Account  only  to  the  extent  that  such  Excess
Contributions exceed the balance in the Participant's Elective Deferrals Account
and Qualified Matching Contributions Account.

         (E) In  lieu  of  distributing  Excess  Contributions  pursuant  to the
preceding  Section  3.4.2(D),  and as specified in the Adoption  Agreement,  the
Employer  may make  special  Qualified  Nonelective  Contributions  on behalf of
Nonhighly Compensated Employees that are sufficient to satisfy the ADP Test.

         (F) In lieu of distributing Excess  Contributions,  the Participant may
treat  his or  her  Excess  Contributions  as an  amount  distributed  and  then
re-contributed   by  such   Participant.   Recharacterized   amounts   are  100%
nonforfeitable  and subject to the same  distribution  requirements  as Elective
Deferrals.  Amounts may not be recharacterized by a Highly Compensated  Employee
to the extent that such amount in  combination  with other  amounts  made to the
Participant's Participant Contributions Account would exceed any stated limit on
such  contributions,   as  specified  in  the  Adoption  Agreement.   If  Excess
Contributions  are  recharacterized,  they must be so no later  than two and one
half  months  after  the  last  day  of the  Plan  Year  in  which  such  Excess
Contributions  arose and they are 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  are
taxable  to the  Participant  for the tax  year in which  he or she  would  have
received such contributions in cash.

         (G) Under no circumstances may Elective  Deferrals,  Qualified Matching
Contributions  and  Qualified  Nonelective   Contributions  be  contributed  and
allocated  to  the  Trust  later  than  the  last  day of  the  12-month  period
immediately following the Plan Year to which such contributions relate.

3.5      MATCHING 401(K) CONTRIBUTIONS.
         -----------------------------

3.5.1 AMOUNT OF MATCHING CONTRIBUTIONS.  Subject to the limitations contained in
Sections 3.9 and 3.5.2,  for each Plan Year the Employer will contribute in cash
and/or  Qualifying  Employer  Securities,  Matching 401(k)  Contributions to the
Trust Fund in an amount,  if any,  calculated by reference to the  Participants'
Elective Deferrals as specified in the Adoption Agreement.

3.5.2    LIMITATION ON CONTRIBUTION PERCENTAGE

         (A)      ACP TEST

The Average  Contribution  Percentage for Eligible  Participants  who are Highly
Compensated Employees for the Plan Year and the Average Contributions Percentage
for Eligible  Participants who are Nonhighly  Compensated Employees for the same
Plan Year must satisfy one of the following tests:
<PAGE>

                  (i)......the  Average  Contribution  Percentage  for  Eligible
Participants  who are Highly  Compensated  Employees for the Plan Year shall not
exceed the Average  Contribution  Percentage for Eligible  Participants  who are
Nonhighly Compensated Employees for the same Plan Year multiplied by 1.25; or

                  (ii).....the  Average  Contribution  Percentage  for  Eligible
Participants who are Highly  Compensated  Employees shall not exceed the Average
Contribution  Percentage for Eligible Participants who are Nonhighly Compensated
Employees  by more  than two  percentage  points  or such  lesser  amount as the
Secretary  of the Treasury  shall  prescribe to prevent the multiple use of this
alternative limitation with respect to any Highly Compensated Employee.

         (B)      SPECIAL AVERAGE CONTRIBUTION PERCENTAGE RULES

                  (i)......For  purposes of this Section 3.5.2, the Contribution
Percentage for any Eligible Participant who is a Highly Compensated Employee for
the Plan Year and who is  eligible  to have  Matching  401(k)  Contributions  or
Matching Thrift Contributions, as the case may be (other than Qualified Matching
Contributions),  allocated  to his or her  account  under two or more  qualified
plans  described  in Code  Section  401(a),  or  arrangements  described in Code
Section  401(k)  shall  be  determined  as if the  total  of  such  Contribution
Percentage  Amounts was made under each plan. If a Highly  Compensated  Employee
participates in 2 or more cash or deferred arrangements that have different plan
years, all cash or deferred arrangements ending with or within the same calendar
year shall be treated as a single arrangement.

                  (ii).....In   the  event   that  this   Plan   satisfies   the
requirements  of Code Section  410(b) only if aggregated  with one or more other
plans,  or if one or more other plans satisfy the  requirements  of Code Section
410(b)  only if  aggregated  with this Plan,  then this  Section  3.5.2 shall be
applied by determining the Contribution  Percentages of Employees as if all such
plans were a single  plan.  For Plan Years  beginning  after  December 31, 1989,
plans may be  aggregated  in order to satisfy Code  Section  401(m) only if they
have the same plan year.

                  (iii)....For   purposes  of   determining   the   Contribution
Percentage  of an Eligible  Participant  who is a 5% owner or one of the 10 most
highly-paid Highly Compensated  Employees,  the Contribution  Percentage Amounts
and the CODA  Compensation of such  Participant  shall include the  Contribution
Percentage  Amounts and CODA  Compensation  for the Plan Year of Family Members.
Family Members with respect to Highly Compensated Employees shall be disregarded
as separate  employees  in  determining  the  Contribution  Percentage  both for
Participants  who are Nonhighly  Compensated  Employees and for Participants who
are Highly Compensated Employees.

                  (iv).....For  purposes of determining  the ACP Test,  Matching
401(k)  Contributions,  Matching Thrift Contributions and Qualified  Nonelective
Contributions  will be considered made for a Plan Year if made no later than the
end of the  12-month  period  beginning  on the day  after the close of the Plan
Year.

                  (v)......The  Employer  shall maintain  records  sufficient to
demonstrate satisfaction of the ACP Test and the amount of Qualified Nonelective
Contributions or Qualified Matching Contributions, or both, used in such test.
<PAGE>

         (C)      MULTIPLE USE

If one or  more  Highly  Compensated  Employees  participate  in  both a cash or
deferred  arrangement  and a plan  subject  to the ACP  Test  and the sum of the
Actual  Deferral  Percentage  and the Actual  Contribution  Percentage  of those
Highly  Compensated  Employees  exceeds the  "aggregate  limit," then the Actual
Contribution  Percentage of those Highly Compensated  Employees will be reduced,
beginning  with such  Highly  Compensated  Employee  whose  Actual  Contribution
Percentage  is the  highest,  so that the limit is not  exceeded.  The amount by
which each Highly  Compensated  Employee's  Contribution  Percentage  is reduced
shall be  treated  as an Excess  Aggregate  Contribution.  The  Actual  Deferral
Percentage  and  Actual  Contribution   Percentage  of  the  Highly  Compensated
Employees are determined after any corrections required to meet the ADP Test and
the ACP  Test.  Multiple  use does not  occur if  either  the  Average  Deferral
Percentage or Actual Contribution Percentage of the Highly Compensated Employees
does not exceed 1.25 multiplied by the Actual Deferral Percentage and the Actual
Contribution Percentage of the Nonhighly Compensated Employees.

                  (i)......The  "aggregate  limit" is the sum of (1) 125% of the
greater of the Actual  Deferral  Percentage for  Participants  who are Nonhighly
Compensated  Employees for the Plan Year or the Actual  Deferral  Percentage for
Participants who are Nonhighly Compensated Employees for the Plan Year beginning
with or within  the Plan Year and (2) the  lesser of 200% or two plus the lesser
of such Actual Deferral Percentage or Actual Contribution  Percentage.  "Lesser"
is substituted  for "greater" in "(1)," above,  and "greater" is substituted for
"lesser" after "two plus the" in "(2)" if it would result in a larger  aggregate
limit.

         (D)      FORFEITURE OF EXCESS AGGREGATE CONTRIBUTIONS

                  (i)......IN  GENERAL.  Notwithstanding  any other provision of
this Plan,  Excess Aggregate  Contributions,  plus any income and minus any loss
allocable thereto,  shall be forfeited and applied to reduce subsequent Matching
401(k)  Contributions or Matching Thrift  Contributions,  as the case may be. No
forfeitures  arising  under this  Section  3.6.2(D)  shall be  allocated  to the
account of any Highly Compensated Employee. If not forfeitable, Excess Aggregate
Contributions  shall be distributed no later than the last day of each Plan Year
beginning after December 31, 1987, to Participants to whose Accounts such Excess
Aggregate  Contributions  were  allocated  for the preceding  Plan Year.  Excess
Aggregate  Contributions  of  Participants  who are subject to the Family Member
aggregation  rules shall be allocated  among the Family Members in proportion to
the amounts constituting  Contribution  Percentage Amounts of each Family Member
that is combined to  determine  the  combined  Actual  Contribution  Percentage.
Excess Aggregate  Contributions  shall be treated as Annual Additions.  Anything
above to the contrary notwithstanding, any forfeiture or distribution under this
Section 3.5.2(D)(i) shall occur only if sufficient Employee Thrift Contributions
and/or Participant Voluntary  Nondeductible  Contributions,  as the case may be,
are not  distributed  from the  qualified  plan  holding  such  Employee  Thrift
Contributions and/or Participant Voluntary Nondeductible  Contributions,  as the
case may be.Footnote2
________________
<F2>
Distribution or forfeiture of Excess  Aggregate  Contributions  on or before the
last day of the Plan Year after the Plan Year in which such excess amounts arose
is  required  under  Code  Section  401(m)(6)  if the  Plan is to  maintain  its
tax-qualified status. However, it such excess amounts, plus any income and minus
any loss allocable  thereto,  are  distributed  more than 2-1/2 months after the
last day of the Plan Year in which such excess amounts arose,  then Code Section
4979 imposes a 10% excise tax on the employer  maintaining the plan with respect
to such amounts.

<PAGE>

                  (ii).....DETERMINATION  OF  INCOME OR LOSS.  Excess  Aggregate
Contributions  shall  be  adjusted  for any  income  or  loss up to the  date of
distribution.  The income or loss allocable to Excess Aggregate Contributions is
the sum of:  (1) the  income or loss  allocable  to the  Participant's  Matching
401(k) Contribution Account or Matching Thrift Contribution Account (if any, and
if all  amounts  therein  are not  used in the ADP  Test)  and,  if  applicable,
Qualified  Nonelective  Contribution  Account and Elective Deferrals Account for
the  Plan  Year  multiplied  by a  fraction,  the  numerator  of  which  is such
Participant's Excess Aggregate Contributions for the year and the denominator of
which is the  Participant's  Account  Balance(s)  attributable  to  Contribution
Percentage  Amounts  without regard to any income or loss occurring  during such
Plan Year;  and (2) 10% of the amount  determined  under (1)  multiplied  by the
number of whole calendar months between the end of the Plan Year and the date of
distribution,  counting the month of distribution  if distribution  occurs after
the 15th of such month.

Anything in the preceding paragraph of this Section 3.5.2(D)(ii) to the contrary
notwithstanding,  any  reasonable  method  for  computing  the  income  or  loss
allocable to Excess  Aggregate  Contributions  may be used,  provided  that such
method  is used  consistently  for  all  Participants  and  for  all  corrective
distributions  under  the Plan for the  Plan  Year,  and is used by the Plan for
allocating income or loss to Participants' Accounts. Income or loss allocable to
the period between the end of the Plan Year and the date of distribution  may be
disregarded in determining income or loss.

                  (iii)....The    determination    of   the   Excess   Aggregate
Contributions  shall  be  made  after  first  determining  the  Excess  Elective
Deferrals, and then determining the Excess Contributions.

3.5.3  For  purposes  of  determining  the  ACP  Test,   Qualified   Nonelective
Contributions,  Matching 401(k)  Contributions and Matching Thrift Contributions
will be considered made for a Plan Year if paid to the Trustee no later than the
end of the  12-month  period  beginning  on the day  after the close of the Plan
Year.

3.6      THRIFT CONTRIBUTIONS.
         --------------------

3.6.1 EMPLOYEE THRIFT CONTRIBUTIONS.  If elected by the Employer in the Adoption
Agreement  to provide for  Employee  Thrift  Contributions,  the  Employer  will
contribute  cash to the Trust Fund in an amount equal to (A) the Employee Thrift
Contribution  percentage  of  each  Participant  on his or her  Employee  Thrift
Contribution election form multiplied by each such Participant's Compensation or
(B) the specific dollar amount set forth on the Participant's election form.

The amount elected by a Participant pursuant to a Participant's  Employee Thrift
Contribution  election  shall be determined  within the limits  specified in the
Adoption  Agreement.  Such  election  shall  be made on a form  provided  by the
Administrator  but no  election  shall be  effective  prior to  approval  by the
Administrator.  The  Administrator  may reduce the amount of any Employee Thrift
Contribution,  or make such other  modifications as necessary,  so that the Plan
complies with the provisions of the Code. A Participant's  election shall remain
in effect  until  modified  or  terminated  at such  times as  specified  in the
Adoption Agreement.
<PAGE>

3.6.2 MATCHING THRIFT  CONTRIBUTIONS.  Subject to the  limitations  contained in
Sections 3.9 and 3.5.2,  for each Plan Year the Employer will contribute in cash
and/or  Qualifying  Employer  Securities,  Matching Thrift  Contributions to the
Trust Fund in an amount,  if any,  calculated by reference to the  Participants'
Employee Thrift Contributions, as specified in the Adoption Agreement.

Matching  Thrift  Contributions  made by the  Employer  will be allocated to the
Matching Thrift Contributions Account of those Participants who have contributed
Employee  Thrift  Contributions  to the  Plan,  as  specified  in  the  Adoption
Agreement.

3.7      TREATMENT OF FORFEITURES.
         ------------------------

3.7.1 If the  Employer  has  elected in the  Adoption  Agreement  to  reallocate
forfeitures for a Plan Year among Participants,  then such forfeitures,  if any,
shall be allocated as of the last day of the Plan Year to the Employer  Accounts
of  those   Participants  who  are  eligible  to  share  in  the  allocation  of
contributions to that particular Employer Account (whether or not a contribution
was made for that Plan  Year) for that  Plan  Year in that  particular  Employer
Account category with respect to which such forfeitures are attributable. If the
Plan is a Target Benefit Plan,  forfeitures  may only be used to reduce Employer
Contributions, in accordance with Section 3.7.2.

3.7.2 If the Employer has elected in the Adoption Agreement to use forfeiture to
reduce  contributions,  then forfeitures shall be applied in the succeeding Plan
Year to  reduce  Employer  Contributions  in that  particular  Employer  Account
category to which such forfeitures were attributable.

3.8      ESTABLISHING OF ACCOUNTS.
         ------------------------

3.8.1 An Elective  Deferrals  Account  shall be  established  for each  Eligible
Participant who makes a 401(k) Election to which the Administrator shall credit,
or cause to be credited,  Elective Deferrals allocable to each such Participant,
plus earnings or losses thereon.

3.8.2  An  Employer   Contributions   Account  shall  be  established  for  each
Participant  to which the  Administrator  shall  credit or cause to be  credited
Employer contributions pursuant to Section 3.1, and forfeitures  attributable to
such contributions, if any, plus earnings or losses thereon.

3.8.3 An Employee  Thrift  Contributions  Account shall be established  for each
Participant  who makes Employee Thrift  Contributions  to the Plan, to which the
Administrator  shall credit,  or cause to be credited,  all amounts allocable to
each such Participant, plus earnings or losses thereon.

3.8.4 A Matching  401(k)  Contributions  Account shall be  established  for each
Participant  for whom  Matching  401(k)  Contributions  are  made,  to which the
Administrator shall credit, or cause to be credited,  all such amounts allocable
to each such Participant, plus earnings or losses thereon.
<PAGE>

3.8.5 A Matching  Thrift  Contributions  Account shall be  established  for each
Participant  for whom  Matching  Thrift  Contributions  are  made,  to which the
Administrator  shall credit,  or cause to be credited,  all amounts allocable to
each such Participant, plus earnings or losses thereon.

3.8.6 A  Participant  Voluntary  Nondeductible  Contributions  Account  shall be
established for each Participant who makes Participant  Voluntary  Nondeductible
Contributions to the Plan, plus earnings or losses thereon.

3.8.7 A Qualified Matching  Contributions  Account shall be established for each
Eligible  Participant  for whom Qualified  Matching  Contributions  are made, to
which the  Administrator  shall  credit,  or cause to be  credited,  all amounts
allocable to each such Participant, plus earnings or losses thereon.

3.8.8 A Qualified  Nonelective  Contributions  Account shall be established  for
each Participant for whom Qualified Nonelective Contributions are made, to which
the Administrator  shall credit, or cause to be credited,  all amounts allocable
to each such Participant, plus earnings or losses thereon.

3.8.9 A Rollover Contributions Account shall be established for each Participant
who  contributes to the Plan pursuant to Section 3.3 to which the  Administrator
shall  credit,  or  cause to be  credited,  Rollover  Contributions  made by the
Participant, plus earnings or losses thereon.

3.8.10  A  Transferred  Contributions  Account  shall  be  established  for each
Participant  for whom assets are  transferred  from another  Qualified  Plan, to
which the  Administrator  shall  credit,  or cause to be  credited,  transferred
assets, plus earnings or losses thereon.

3.9      LIMITATION ON AMOUNT OF ALLOCATIONS.
         -----------------------------------

3.9.1 As used in this Section 3.9,  each of the  following  terms shall have the
meaning for that term set forth in this Section 3.9.1:

         (A)  ANNUAL  ADDITIONS  means,  for  each  Participant,  the sum of the
following  amounts  credited to the  Participant's  Accounts for the  Limitation
Year:

                  (i)......Employer  Contributions  within  the  meaning  of IRS
regulation 1.415-6(b);

                  (ii).....Employee Contributions;

                  (iii)....forfeitures;

                  (iv).....allocation under a simplified employee pension; and

                  (v)......any   Excess   Amount   applied   under   a   Defined
Contribution Plan in the Limitation Year to reduce Employer  Contributions  will
also be considered as part of the Annual Additions for such Limitation Year.
<PAGE>

Amounts  allocated  after March 31,  1984,  to an  "individual  medical  benefit
account"  as defined in Code  Section  415(l)(2)  ("Individual  Medical  Benefit
Account")  which is part of a pension or annuity plan maintained by the Employer
or Affiliate  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 that date,  which are  attributable  to
post-retirement  medical  benefits  allocated to the separate  account of a "key
employee" as defined in Code Section  419A(d)(3)  under a "welfare benefit fund"
as defined in Code Section 419(e)  ("Welfare  Benefit  Fund")  maintained by the
Employer or Affiliate, are treated as Annual Additions to a Defined Contribution
Plan.

         (B) DEFINED BENEFIT DOLLAR  LIMITATION means $90,000  multiplied by the
Adjustment  Factor or such other limitation set forth in Code Section  415(b)(1)
as in effect for the Limitation Year.

         (C) DEFINED BENEFIT  FRACTION means a fraction,  the numerator of which
is the sum of the Projected  Annual Benefits of the  Participant  involved under
all Defined Benefit Plans (whether or not terminated) maintained by the Employer
or Affiliate,  and the denominator of which is the lesser of 125% of the Defined
Benefit Dollar  Limitation  determined  for the  Limitation  Year or 140% of the
Participant's Highest Average Limitation Compensation, including any adjustments
under Code Section 415(b).

Notwithstanding  the above, if the Participant was a Participant as of the first
day of the first  Limitation  Year beginning  after December 31, 1986, in one or
more Defined Benefit Plans maintained by the Employer or Affiliate which were in
existence on May 5, 1986, the denominator of this fraction will not be less than
125% of the sum of the annual  benefits  under such Plans which the  Participant
had accrued as of the close of the last Limitation Year beginning before January
1, 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 Section 415
for all Limitation Years beginning before January 1, 1987.

         (D) DEFINED CONTRIBUTION DOLLAR LIMITATION means $30,000 or if greater,
one-fourth  of the  Defined  Benefit  Dollar  Limitation  as in  effect  for the
Limitation Year.

         (E) DEFINED  CONTRIBUTION  FRACTION means a fraction,  the numerator of
which  is the  sum of the  Annual  Additions  to the  Participant's  Account  or
Accounts under all the Defined  Contribution  Plans (whether or not  terminated)
maintained by the Employer or Affiliate for the current and all prior Limitation
Years  (including  the  Annual  Additions   attributable  to  the  Participant's
nondeductible  contributions  to  all  Defined  Benefit  Plans,  whether  or not
terminated,  maintained  by the Employer or Affiliate  and the Annual  Additions
attributable to all Welfare Benefit Funds,  Individual Medical Benefit Accounts,
and simplified employee pensions  maintained by the Employer or Affiliate),  and
the  denominator  of which is the sum of the  "maximum  aggregate  amounts"  (as
defined in the  following  sentence)  for the current  and all prior  Limitation
Years of service with the Employer or Affiliate (regardless of whether a Defined
Contribution  Plan was  maintained by the Employer or  Affiliate).  The "maximum
aggregate  amount"  in any  Limitation  Year is the  lesser  of (i)  125% of the
Defined Benefit Dollar  Limitation in effect under Code Section  415(c)(1)(A) or
(ii) 35% of the Participant's Compensation for such year.


<PAGE>

If the Employee was a  Participant  as of the first day of the first  Limitation
Year  beginning  after  December 31, 1986,  in one or more Defined  Contribution
Plans  maintained  by the Employer or Affiliate in existence on May 5,1986,  the
numerator of this  fraction will be adjusted if the sum of this fraction and the
Defined  Benefit  Fraction  would  otherwise  exceed 1.0 under the terms of this
Plan. Under the adjustment,  an amount equal to the product of (A) the excess of
the sum of the  fractions  over 1.0 times (B) 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
later of the end of the last Limitation  Year beginning  before January 1, 1987,
and disregarding any changes in the terms and conditions of the Plans made after
May 6, 1986, but using the Code Section 415  limitation  applicable to the first
Limitation  Year beginning on or after January 1, 1987. The Annual  Addition for
any Limitation Year beginning before January 1, 1987, shall not be recomputed to
treat all Participant contributions as Annual Additions.

         (F)  EXCESS  AMOUNTS  means  the  excess  of the  Participant's  Annual
Additions for the Limitation Year involved over the Maximum  Permissible  Amount
for that Limitation Year.

         (G)  HIGHEST  AVERAGE   LIMITATION   COMPENSATION   means  the  average
Compensation as defined in Code Section  415(c)(3) of the  Participant  involved
for that  period of three  consecutive  Years of Service  with the  Employer  or
Affiliate (or if the Participant has less than three such Years of Service,  the
actual number thereof) that produces the highest average.

         (H) LIMITATION  COMPENSATION means  Compensation,  as defined in either
(i), (ii) or (iii) below, as specified in the Adoption Agreement.

                  (i)......CODE SECTION 415 SAFE-HARBOR COMPENSATION

For an Employee other than a  Self-Employed  Individual,  the Employee's  earned
income,  wages,  salaries,  and fees for professional services and other amounts
received  (without  regard  to  whether  or not an  amount  is paid in cash) for
personal services actually rendered in the course of Employment (including,  but
not limited to,  commissions  paid  salesmen,  compensation  for services on the
basis of a  percentage  of profits,  commissions  on insurance  premiums,  tips,
bonuses, fringe benefits, and reimbursements or other expense allowances under a
nonaccountable   plan  (as  described  in  Reg.  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 contributions under a "simplified employee pension" plan (within
the  meaning  of Code  Section  408(k))  to the extent  such  contributions  are
deductible  by the  Employee,  or any  distributions  from  a plan  of  deferred
compensation;

         (2) amounts realized from the exercise of a nonqualified  stock option,
or when restricted stock (or other property) held by the Employee either becomes
freely  "transferable"  or  is no  longer  subject  to a  "substantial  risk  of
forfeiture" (both quoted terms within the meaning of Code Section 83(a));

         (3) amounts  realized from the sale,  exchange or other  disposition of
stock acquired under a qualified stock option; and
<PAGE>

         (4) other amounts which received special tax benefits, or contributions
made (whether or not under a salary reduction agreement) towards the purchase of
an annuity  described  in Code  Section  403(b)  (whether or not the amounts are
actually  excludable  from the gross income of the Employee);  or For Limitation
Years beginning after December 31, 1991,  Limitation  Compensation shall include
only that  compensation  which is  actually  paid or made  available  during the
Limitation Year.

                  (ii).....Information  required to be reported  under  Sections
6041 and 6051.  ("Wages,  Tips and other  Compensation Box" Form W-2) Limitation
Compensation  is defined as wages as defined  in Code  Section  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 Sections  6041(d) and 6051(a)(3) of the
Code.  Compensation must be determined without regard to any rules under Section
3401(a)  that limit the  remuneration  included  in wages based on the nature or
location of the employment or the services  performed (such as the exception for
agricultural labor in Section 3401(a)(2)).

                  (iii)....CODE SECTION 3401(A) WAGES

Limitation  Compensation  is defined as wages within the meaning of Code Section
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  (such as
the exception for agricultural labor in Code Section 3401(a)(2)).

Without  regard to the  definition  of  Limitation  Compensation  elected by the
Employer, for a Self-Employed  Individual,  Limitation Compensation means his or
her  Earned  Income,  provided  that if the  Self-Employed  Individual  is not a
Participant for an entire Plan Year, his or her Limitation Compensation for that
Plan Year shall be his or her Earned  Income for that Plan Year  multiplied by a
fraction the numerator of which is the number of days he or she is a Participant
during the Plan Year and the  denominator  of which is the number of days in the
Plan Year. Additionally,  Limitation Compensation for a Participant in a Defined
Contribution  Plan who is permanently  and totally  disabled (as defined in Code
Section 22(e)) is the compensation  such Participant would have received for the
Limitation  Year if the  Participant  had been paid at the rate of  compensation
paid  immediately  before becoming  disabled;  such imputed  compensation may be
taken into account only if the Participant is not a Highly Compensated  Employee
and  contributions  made on behalf of such Participant are  nonforfeitable  when
made.

         (I) MAXIMUM  PERMISSIBLE AMOUNT means the maximum Annual Addition which
may be  contributed or allocated to a  Participant's  Account under the Plan for
any Limitation Year. The maximum Annual Addition shall not exceed the lesser of:
(a) the Defined Contribution Dollar Limitation,  or (b) 25% of the Participant's
Compensation for the Limitation Year. The Compensation limitation referred to in
(b) shall not apply to any contribution for medical benefits (within the meaning
of Code Sections 401(h) or 419A(f)(2))  which is otherwise  treated as an Annual
Addition under Code Section  4150)(1)(l) or  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:
<PAGE>

                  NUMBER OF MONTHS IN THE SHORT LIMITATION YEAR
                                       12

         (J)  PROJECTED  ANNUAL  BENEFIT  means 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
a Defined Benefit Plan assuming:

                  (i)......the  Participant  continues  in  employment  with the
Employer or Affiliate until the Participant's  "normal retirement age" under the
Plan within the meaning of Code Section 411(a)(8) (or the Participant's  current
age, if later); and

                  (ii).....the  Participant's  Limitation  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.

3.9.2  The  provisions  of  this  subsection  3.9.2  apply  with  respect  to  a
Participant who does not participate in, and has never  participated in, another
Qualified Plan, a Welfare Benefit Fund or an Individual  Medical Benefit Account
or a simplified employee pension, as defined in Code Section 401(k),  maintained
by the Employer or an Affiliate, which provides an Annual Addition as defined in
Section 3.9.1(A) of the Plan, other than this Plan:

         (A) The  amount  of  Annual  Additions  which  may be  credited  to the
Participant's  Account for any Limitation Year will not exceed the lesser of the
Maximum  Permissible  Amount or any other limitation  contained in this Plan. If
the Employer  Contribution  that would  otherwise be contributed or allocated to
the  Participant's  Account  would cause the Annual  Additions  on behalf of the
Participant  for the Limitation  Year to exceed the Maximum  Permissible  Amount
with respect to that Participant for the Limitation Year, the amount contributed
or  allocated  will be  reduced so that the  Annual  Additions  on behalf of the
Participant for the Limitation Year will equal such Maximum Permissible Amount.

         (B)  Prior  to  determining   the   Participant's   actual   Limitation
Compensation  for a Limitation  Year,  the Employer  may  determine  the Maximum
Permissible Amount for the Participant for the Limitation Year on the basis of a
reasonable  estimation of the  Participant's  Compensation  for that  Limitation
Year.  Such  estimated  Compensation  shall  be  uniformly  determined  for  all
Participants similarly situated.

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

         (D) If pursuant to Section 3.9.2(C) or as a result of the allocation of
forfeitures,  there is an Excess  Amount with respect to the  Participant  for a
Limitation Year, the Excess Amount shall be disposed of as follows:
<PAGE>

                  (i)......First, any contribution to the Participant's Elective
Deferrals Account,  Participant Voluntary Nondeductible Contributions Account or
Employee Thrift Contributions Account, if applicable, and any earnings allocable
thereto will be  distributed  to the  Participant  to the extent that the return
thereof would reduce the Excess Amount in such Participant's Accounts;

                  (ii).....If  after the  application of Section  3.9.2(D)(i) an
Excess Amount still exists,  and the  Participant  is covered by the Plan at the
end of the  Limitation  Year, the remaining  Excess Amount in the  Participant's
Account will be used to reduce Employer  contributions  (including allocation of
any  forfeitures)  under this Plan for such  Participant in the next  Limitation
Year, and in each succeeding Limitation Year, if necessary.

                  (iii)....If  after the  application of Section  3.9.2(D)(i) an
Excess Amount still exists,  and the  Participant  is not covered by the Plan at
the end of the Limitation  Year, the Excess Amount will be held unallocated in a
suspense account. The suspense account will be applied to reduce future Employer
contributions  under  this  Plan  for all  remaining  Participants  in the  next
Limitation Year, and in each succeeding Limitation Year, if necessary; provided,
however, that if all or any part of the Excess Amount held in a suspense account
is attributable to a Participant's Elective Deferrals,  such Excess Amount shall
be held unallocated in a suspense account to be used for such Participant in the
next Limitation Year and each succeeding Limitation Year as an Elective Deferral
if such  Participant  is  covered  by the Plan in the  next and each  succeeding
Limitation Year, if necessary.

                  (iv).....If  a suspense  account is in  existence  at any time
during a Limitation Year pursuant to Section 3.9.2(D)(iii), the suspense account
will not participate in the allocation of the Trust Fund's  investment  gains or
losses to or from any other  Account.  If a suspense  account is in existence at
any time  during a  particular  Limitation  Year,  all  amounts in the  suspense
account must be allocated and reallocated to  Participants'  Accounts before any
Employer or Participant contributions may be made to the Plan for the Limitation
Year.  Excess  Amounts,  other than those Excess Amounts  referred to in Section
3.9.2(D)(i), may not be distributed to Participants or Former Participants.

3.9.3  The  provisions  of  this  subsection  3.9.3  apply  with  respect  to  a
Participant  who, in addition to this Plan, is covered or has been covered under
one or more  Defined  Contribution  Plans which are Master or  Prototype  Plans,
Welfare  Benefit Funds an  Individual  Medical  Benefit  Account or a simplified
employee pension  maintained by the Employer or an Affiliate,  which provides an
Annual  Addition  as  described  in  Section  3.9.1(A)  of the Plan  during  any
Limitation Year:

         (A) The  Annual  Additions  which may be  credited  to a  Participant's
Accounts  under  this  Plan for any such  Limitation  Year will not  exceed  the
Maximum  Permissible  Amount  reduced by the Annual  Additions  credited  to the
Participant's  account or accounts  under any other  plans and  Welfare  Benefit
Fund,  Individual Medical Benefit Account or simplified employee pension for the
same  Limitation  Year. If the Annual  Additions with respect to the Participant
under any one or more other such Defined  Contribution  Plans or Welfare Benefit
Funds,  Individual  Medical  Benefit  Account  or  simplified  employee  pension
maintained by the Employer are less than the Maximum  Permissible Amount and the
Employer  Contribution  that would  otherwise be  contributed  or allocated to a
Participant's  Account under this Plan would cause the Annual  Additions for the
Limitation Year to exceed this limitation,  the amount  contributed or allocated
shall be reduced so that the Annual Additions under all such plans and funds for
the Limitation Year will equal the Maximum Permissible Amount.
<PAGE>

If the Annual Additions with respect to the Participant under such other Defined
Contribution Plans and Welfare Benefit Funds, Individual Medical Benefit Account
or simplified employee pension in the aggregate are equal to or greater than the
Maximum Permissible Amount, no amount will be contributed or allocated to any of
the Participant's Account under this Plan for the Limitation Year.

         (B) Prior to determining the  Participant's  actual  compensation for a
Limitation  Year,  the  Maximum  Permissible  Amount  for a  Participant  may be
determined in the manner described in Section 3.9.2(B).

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

         (D) If,  pursuant to subsection  3.9.3(C)  above, or as a result of the
allocation of forfeitures,  a Participant's Annual Additions under this Plan and
the  Participant's  Annual  Additions  under such other plans 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  simplified  employee  pension  will be  deemed  to  have  been
allocated  first,  followed by Annual  Additions  to a Welfare  Benefit  Fund or
Individual Medical Benefit Account regardless of the actual allocation date.

         (E) If an Excess Amount was allocated to a Participant on an allocation
date of this Plan which  coincides with an allocation date of another such plan,
the Excess Amount attributed to this Plan will be 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 Plan and all of the other  plans  referred  to in the
first sentence of this Section 3.9.3.

         (F) Any Excess  Amount  attributed to this Plan will be disposed in the
manner described in Section 3.9.2(D).

3.9.4 If a Participant is covered under one or more Defined  Contribution Plans,
other than this Plan,  maintained by the Employer or an Affiliate  which are not
Master or Prototype  Plans,  or Welfare  Benefit Funds or an Individual  Medical
Benefit  Account  maintained  by the  Employer,  Annual  Additions  which may be
credited to the  Participant's  Account under this Plan for any Limitation  Year
shall be limited in accordance  with the provisions of subsections  3.9.3(A)-(F)
above as though each such other plan was a Master or Prototype Plan.
<PAGE>

3.9.5 If the Employer  maintains,  or at any time maintained,  a Defined Benefit
Plan covering any Participant in this Plan, the sum of the Participant's Defined
Benefit  Fraction and Defined  Contribution  Fraction will not exceed 1.0 in any
Limitation  Year.  If such sum would  otherwise  exceed 1.0 and if such  Defined
Benefit  Plan does not provide for a reduction  in benefits  thereunder,  Annual
Additions which may be credited to a  Participant's  Account under this Plan for
any  Limitation  Year shall be  limited in  accordance  with the  provisions  of
Section 3.9.2.

3.9.6 If required  pursuant to Section 4.4.4,  "100%" shall be  substituted  for
"125%" wherever the latter percentage appears in this Section 3.9.

3.10     RETURN OF EMPLOYER CONTRIBUTIONS UNDER SPECIAL CIRCUMSTANCES.
         ------------------------------------------------------------

Notwithstanding any provision of this Plan to the contrary,  upon timely written
demand by the Employer or the Administrator to the Trustee:

         (A) Any  contribution  by the  Employer  to the Plan under a mistake of
fact shall be returned to the Employer by the Trustee  within one year after the
payment of the contribution.

         (B) Any contribution made by the Employer incident to the determination
by the  Commissioner of Internal  Revenue that the Plan is initially a Qualified
Plan shall be  returned to the  Employer  by the  Trustee  within one year after
notification  from the Internal Revenue Service that the Plan is not initially a
Qualified Plan but only if the application for the  qualification is made by the
time prescribed by law for filing the Employer's  return for the taxable year in
which the Plan is adopted,  or such later date as the  Secretary of the Treasury
may prescribe.

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

                                   ARTICLE IV

                                     VESTING

4.1      DETERMINATION OF VESTING.
         ------------------------

4.1.1 A Participant  shall at all times have a vested  percentage of 100% in the
Account Balance of each of his or her Participant Contributions Accounts, 401(k)
Contributions Accounts, Rollover Contributions Account and Transferred Account.

4.1.2 A Participant shall have a vested percentage of 100% in his or her Account
Balance  of  each  of his  or  her  Employer  Accounts  if he or she  terminates
Employment due to the  attainment of Normal  Retirement  Age,  Early  Retirement
specified in the Adoption Agreement,  if elected by the Employer in the Adoption
Agreement, or upon Disability or death.

4.1.3 The vested  percentage of a Participant in the Account  Balance of each of
his or her Employer Accounts not vested pursuant to Section 4.1.1 or 4.1.2 shall
be determined in accordance  with the vesting rule or schedule  specified in the
Adoption Agreement.
<PAGE>

4.2      RULES FOR CREDITING VESTING SERVICE.
         -----------------------------------

4.2.1 Subject to Section 4.2.2,  Years of Service shall be credited for purposes
of  determining  a  Participant's  Vesting  Service as specified in the Adoption
Agreement. If the Employer maintains the plan of a predecessor employer, service
with such predecessor employer shall be treated as service with the Employer for
purposes of Vesting Service.

4.2.2 An Employee who  terminates  Employment  with no vested  percentage  in an
Employer  Account shall, if he or she returns to Employment,  have no credit for
Vesting Service prior to such  termination of Employment if his or her Period of
Severance equals or exceeds five years.

4.2.3  Vesting  Service of an Employee  following a Period of  Severance of five
years or more  shall not be counted  for the  purpose  of  computing  his or her
vested  percentage in his or her Employer  Accounts  derived from  contributions
accrued prior to the Period of Severance. If applicable,  separate records shall
be maintained  reflecting the Participant's  vested rights in his or her Account
Balance  attributable to service prior to the Period of Severance and reflecting
the Participant's  vested percentage in his or her Account Balance  attributable
to service after the Period of Severance. Vesting Service prior to and following
an Employee's Period of Severance shall be counted for purposes of computing his
or her vested percentage in an Employer Account derived from  contributions made
after the Period of Severance.

4.3      EMPLOYER ACCOUNTS FORFEITURES.
         -----------------------------

4.3.1 Subject to Section 5.6, upon the  Nonvested  Separation of a  Participant,
the  nonvested  portion of each  Employer  Account of such  Participant  will be
forfeited as of the date of termination of Employment.

Upon the Partially Vested Separation of a Participant,  the nonvested portion of
each Employer  Account of such  Participant  will be forfeited as of the date of
termination of Employment;  provided,  however, that such Participant receives a
distribution in accordance with Section 5.6. If a Participant does not receive a
distribution  following  his or her  termination  of  Employment,  the nonvested
portion of each Employer Account of the Participant shall be forfeited following
a Period of Severance of five years.

4.3.2  If  the  Employer   elects  in  the  Adoption   Agreement  to  reallocate
forfeitures,  forfeitures  for a Plan Year shall be allocated in accordance with
Section  3.7.1.  If  the  Employer  elects  in  the  Adoption  Agreement  to use
forfeitures to reduce Employer  contributions,  forfeitures  shall be applied in
accordance with Section 3.7.2.

4.4      TOP-HEAVY PROVISIONS.
         --------------------

4.4.1 As used in this Section 4.4,  each of the  following  terms shall have the
meanings for that term set forth in this Section 4.4.1:

         (A) DETERMINATION DATE means, for any Plan Year subsequent to the first
Plan Year,  the last day of the preceding  Plan year. For the first Plan Year of
the Plan, the last day of that year.
<PAGE>

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

         (C) REQUIRED  AGGREGATION  GROUP means (i) each  Qualified  Plan of the
Employer  or  Affiliate  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 (ii) any other qualified plan of the Employer or
Affiliate which enables a plan described in (i) to meet the requirements of Code
Sections 401(a)(4) or 410.

         (D) SUPER TOP-HEAVY  means,  for any Plan Year beginning after December
31, 1983, the Plan if any Top-Heavy Ratio as determined  under the definition of
Top-Heavy Plan exceeds 90%.

         (E) TOP-HEAVY PLAN means,  for any Plan Year  beginning  after December
31, 1983, the Plan if any of the following conditions exists:

                  (i)......If  the Top-Heavy  Ratio for the Plan exceeds 60% and
the Plan is not part of any Required Aggregation Group or Permissive Aggregation
Group of Plans.

                  (ii).....If the Plan is a part of a Required Aggregation Group
of plans but not part of a Permissive  Aggregation Group and the Top-Heavy Ratio
for the group of plans exceeds 60%.

                  (iii)....If the Plan is a part of a Required Aggregation Group
and part of a Permissive  Aggregation Group of plans and the Top-Heavy Ratio for
the Permissive Aggregation Group exceeds 60%.

         (F)      TOP-HEAVY RATIO means

                  (i)......If  the Employer or Affiliate  maintains  one or more
Defined  Contribution Plans (including any Simplified Employee Pension Plan) and
the Employer or Affiliate has never  maintained  any Defined  Benefit Plan which
during the  five-year  period  ending on the  Determination  Date has or has had
accrued benefits, the Top-Heavy Ratio for this Plan alone or for the Required or
Permissive  Aggregation  Group as  appropriate  is a fraction,  the numerator of
which  is the  sum of the  Account  Balances  of  all  Key  Employees  as of the
Determination Date (including any part of any Account Balance distributed in the
five-year period ending on the Determination Date), and the denominator of which
is the sum of all Account  Balances  (including any part of any Account  Balance
distributed  in the five-year  period ending on the  Determination  Date),  both
computed in accordance with Code Section 416. Both the numerator and denominator
of the Top-Heavy  Ratio are increased to reflect any  contribution  not actually
made as of the  Determination  Date,  but  which is  required  to be taken  into
account on that date under Code Section 416.
<PAGE>

                  (ii).....If the Employer or an Affiliate maintains one or more
Defined  Contribution Plans (including any Simplified Employee Pension Plan) and
the Employer or an Affiliate  maintains  or has  maintained  one or more Defined
Benefit Plans which during the five-year period ending on the Determination Date
has or has had any accrued  benefits,  the  Top-Heavy  Ratio for any Required or
Permissive  Aggregation  Group as  appropriate  is a fraction,  the numerator of
which is the sum of Account Balances under the aggregated  Defined  Contribution
Plans for all Key Employees,  determined in accordance  with (i) above,  and the
present value of accrued benefits under the aggregated Defined Benefit Plans for
all Key Employees as of the Determination  Date, and the denominator of which is
the sum of the Account Balances under the aggregated Defined  Contribution Plans
for all  Participants,  determined in accordance with (i) above, and the present
value of accrued  benefits under the Defined Benefit Plans for all  Participants
as of the  Determination  Date, all  determined in accordance  with Code Section
416. The accrued  benefit under a Defined Benefit Plan in both the numerator and
denominator  of the Top-Heavy  Ratio are increased  for any  distribution  of an
accrued benefit made in the five-year period ending on the Determination Date.

                  (iii)....For  purposes  of (i) and (ii)  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 Section 416
for the first and  second  Plan Years of a Defined  Benefit  Plan.  The  Account
Balances and accrued benefits of a Participant (1) who is not a Key Employee but
who was a Key Employee in a prior year, or (2) who has not been credited with at
least one Hour of Service  with the  Employer or an Affiliate at any time during
the five-year period ending on the Determination Date, will be disregarded.  The
calculation  of the  Top-Heavy  Ratio,  and the  extent to which  distributions,
rollovers,  and transfers are taken into account will be made in accordance with
Code Section 416.

Elective  Deferrals will not be taken into account for purposes of computing the
Top-Heavy  Ratio.  When  aggregating  plans the value of  Account  Balances  and
accrued  benefits will be calculated with reference to the  Determination  Dates
that fall within the same calendar year.

The  accrued  benefit  of a  Participant  who is  not a Key  Employee  shall  be
determined  under (A) the method,  if any,  that  uniformly  applies for accrual
purposes under all Defined  Benefit Plans 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 Section 411(b)(1)(C).

4.4.2 If the Plan is determined to be a Top-Heavy Plan or a Super Top-Heavy Plan
as of any Determination Date after December 31, 1983, then the Top-Heavy vesting
schedule specified in the Adoption Agreement, beginning with the first Plan Year
commencing after such Determination  Date, shall apply only for those Plan Years
in which the Plan continues to be a Top-Heavy Plan or Super  Top-Heavy  Plan, as
the case may be.

4.4.3 (A) Except as provided in Sections  4.4.3(C) and (D), for any Plan Year in
which the Plan is a Top-Heavy Plan,  contributions and forfeitures  allocated to
the Employer  Contributions Account of any Participant who is not a Key Employee
in respect of that Plan Year shall not be less than the lesser of:

                  (i)......3% of such Participant's Limitation Compensation, or
<PAGE>

                  (ii).....if  the  Employer  has no Defined  Benefit Plan which
designates  this Plan to satisfy Code Section  401,  the largest  percentage  of
contributions and forfeitures,  as a percentage of the Key Employee's Limitation
Compensation,  allocated  to the  Employer  Contributions  Account  of  any  Key
Employee for that year. The minimum  allocation is determined  without regard to
any Social Security  contribution.  This minimum  allocation  shall be made even
though,  under other Plan  provisions,  the  Participant  would not otherwise be
entitled to receive an  allocation,  or would have received a lesser  allocation
for the Plan Year because of (a) the Participant's failure to complete a Year of
Service,   (b)  the   Participant's   failure  to  make  mandatory   Participant
contributions to the Plan or (c) compensation less than a stated amount.

         (B) For purposes of computing the minimum  allocation,  a Participant's
Limitation Compensation will be applied.

         (C) The provision in (A) above shall not apply to any  Participant  who
was not  employed by the  Employer or an  Affiliate  on the last day of the Plan
Year.

         (D) If the Employer or an Affiliate  has executed  Adoption  Agreements
covering  Participants by a plan which is a  profit-sharing  plan and by another
plan  which is a money  purchase  pension  plan or a target  benefit  plan,  the
minimum allocation specified in the preceding Section 4.4.3(A) shall be provided
by the money  purchase  pension plan or by the target  benefit plan, as the case
may be. If a Participant  is covered under this Plan and a Defined  Benefit Plan
maintained pursuant to Adoption  Agreements offered by the Sponsor,  the minimum
allocation  specified in the preceding  Section 4.4.3(A) shall not be applicable
and the Participant  shall receive the minimum benefit  specified in the Defined
Benefit Plan.

         (E) With respect to any  profit-sharing  or money purchase pension plan
which becomes Top-Heavy and is integrated with Social Security,  prior to making
the allocations specified in the Adoption Agreement,  anything contained therein
to the contrary  notwithstanding,  there shall be an  allocation of the Employer
Contribution to each eligible Participant's Employer Contribution Account in the
ratio that each such  Participant's  Limitation  Compensation  for the Plan Year
bears to the Limitation Compensation of all such Participants for the Plan Year,
but not in excess of 3% of such Limitation Compensation.

4.4.4 If the Plan becomes a Top-Heavy  Plan,  then the maximum benefit which can
be provided under Section 3.9 shall continue to be determined by applying "125%"
wherever it appears in that Section and by  substituting  "4%" for "3%" wherever
that appears in Section 4.4.3.  However,  if the Plan becomes a Super  Top-Heavy
Plan,  the  maximum  benefit  which can be provided  under  Section 3.9 shall be
determined  by  substituting  "100%" for "125%"  wherever the latter  percentage
appears  and the 3% minimum  contribution  provided  for in Section  4.4.4 shall
remain unchanged.

4.4.5  Beginning with the Plan Year in which this Plan is Top-Heavy,  one of the
minimum Top-Heavy vesting schedules as specified in the Adoption  Agreement will
apply.  The minimum vesting  schedule applies to all benefits within the meaning
of Code Section 411(a)(7) except those  attributable to Employee  contributions,
including  benefits  accrued  before the effective  date of Code Section 416 and
benefits  accrued before the Plan became  Top-Heavy.  However,  this Section 4.4
does not apply to the Account Balances of any Employee who does not have an Hour
of Service after the Plan has  initially  become  Top-Heavy and such  Employee's
vesting in his or her Employer  Contributions Account will be determined without
regard to this Section 4.4. The minimum allocation pursuant to Section 4.4.3 (to
the extent required to be  nonforfeitable  under Code Section 416(b)) may not be
forfeited under Code Section 411(a)(3)(B) or Code Section 411(a)(3)(D).
<PAGE>

                                    ARTICLE V

           AMOUNT AND DISTRIBUTION OF BENEFITS, WITHDRAWALS AND LOANS

5.1      DISTRIBUTION UPON TERMINATION OF EMPLOYMENT.
         -------------------------------------------

5.1.1 Subject to Section 5.1.2, a Participant's  Benefit Commencement Date shall
be as  soon  as  practicable  following  his or  her  Fully  Vested  Separation,
Partially  Vested  Separation or Nonvested  Separation,  if  applicable,  and in
accordance  with Section 5.6. If the Plan includes a CODA feature,  each 401 (k)
Contributions  Account of a Participant  shall be payable in accordance with the
events specified in Section 1.27 of the Plan.

5.1.2  If  specified  in  the  Adoption  Agreement,   a  Participant's   Benefit
Commencement  Date shall be  deferred  until the  earliest  of his or her Normal
Retirement  Age,  Disability,  or if elected  by the  Employer  in the  Adoption
Agreement,  Early  Retirement.  If a  Participant  terminates  Employment  after
satisfying  any  service  requirement  for  Early  Retirement  specified  in the
Adoption  Agreement,  he or  she  shall  be  entitled  to  elect  to  receive  a
distribution of his or her vested Employer Accounts upon satisfaction of any age
requirement for Early Retirement.

5.2      AMOUNT OF BENEFITS UPON A FULLY VESTED SEPARATION.
         -------------------------------------------------

A Participant's  benefits upon his or her Fully Vested Separation for any reason
other than Disability shall be the Account Balance of all of his or her Accounts
determined in accordance with Section 10.6.2.

5.3      AMOUNT OF BENEFITS UPON A PARTIALLY VESTED SEPARATION.
         -----------------------------------------------------

A  Participant's  benefits upon his or her Partially  Vested  Separation for any
reason  other than  Disability  shall be: (A) the Account  Balance of his or her
Employer Accounts determined in accordance with Section 10.6.2 multiplied by his
or  her  vested  percentage   determined  pursuant  to  Section  4.1.3,  or,  if
applicable,  Section  4.4.2,  plus (B) the  Account  Balance of his or her other
Accounts determined in accordance with Section 10.6.2.

5.4      AMOUNT OF BENEFITS UPON A NONVESTED SEPARATION.
         ----------------------------------------------

A  Participant's  benefits  upon his or her  Nonvested  Separation  shall be the
Account  Balance of his or her Accounts  other than Employer  Accounts,  if any,
determined in accordance with Section 10.6.2.
<PAGE>

5.5      AMOUNT OF BENEFITS UPON A SEPARATION DUE TO DISABILITY.
         ------------------------------------------------------

If a Participant  terminates Employment due to a Disability,  his or her benefit
shall be the Account Balance of all of his or her Accounts determined as a Fully
Vested Separation in accordance with Section 5.2 and Section 10.6.2. The Benefit
Commencement  Date of any such  Participant  on whose behalf  contributions  are
being made pursuant to Section 3.1.4 shall be as soon as  practicable  after the
date such contributions cease.

5.6      DISTRIBUTION AND RESTORATION.
         ----------------------------

5.6.1 If, upon a  Participant's  termination of  Employment,  the vested Account
Balance of his or her Accounts as of the  applicable  Valuation Date is equal to
or less than $3,500,  such Participant will receive a distribution of his or her
entire vested  benefit and the nonvested  portion will be treated as forfeiture.
If the value of a Participant's vested Account is zero, the Participant shall be
deemed to have received a distribution of such vested Account.

5.6.2 If, upon a  Participant's  termination of  Employment,  the vested Account
Balance of his or her  Accounts  as of the  applicable  Valuation  Date  exceeds
$3,500,  the  Participant may elect, in accordance with Article VI, to receive a
distribution  of the entire  vested  portion of such  Accounts and the nonvested
portion, if any, will be treated as a forfeiture.

5.6.3 If the  vested  Account  Balance  of a  Participant's  Accounts  as of the
applicable  Valuation Date has an aggregate  value  exceeding (or at the time of
any prior  distribution  exceeded)  $3,500,  and the  Participant's  benefit  is
Immediately  Distributable,  the  Participant and the  Participant's  Spouse (or
where either the  Participant or the Spouse has died, the survivor) must consent
to any  distribution  of such benefit.  The consent of the  Participant  and the
Participant's  Spouse  shall be  obtained  in writing  within the 90-day  period
ending on the Participant's  Benefit Commencement Date; provided,  however, that
if the Plan is a profit-sharing  plan and Section 6.1.2 applies,  the consent of
the Participant's  Spouse will not be required.  The Administrator  shall notify
the  Participant  and  the  Participant's  Spouse  of the  right  to  defer  any
distribution   until  the  Participant's   benefit  is  no  longer   Immediately
Distributable.  Such  notification  shall include a general  description  of the
material  features,  and an explanation of the relative  values of, the optional
forms of benefit  available  under the Plan in a manner  that would  satisfy the
notice  requirements  of Code Section  417(a)(3),  and shall be provided no less
than 30 days and no more than 90 days prior to the Benefit Commencement Date.

5.6.4  Notwithstanding  the foregoing,  only the Participant need consent to the
commencement  of a  distribution  in the form of a Qualified  Joint and Survivor
Annuity while the Participant's  benefit is Immediately  Distributable.  Neither
the consent of the Participant nor the Participant's Spouse shall be required to
the extent that a distribution is required to satisfy Code Section  401(a)(9) or
Code Section 415.

5.6.5 For purposes of determining  the  applicability  of the foregoing  consent
requirements to  distributions  made before the first day of the first Plan Year
beginning  after December 31, 1988, the  Participant's  vested benefit shall not
include amounts attributable to accumulated deductible Participant contributions
within the meaning of Code Section 72(o)(5)(B).
<PAGE>

5.6.6  If  a  Participant,  who  after  termination  of  Employment  received  a
distribution  and forfeited  any portion of an Employer  Account or is deemed to
have  received  a  distribution  in  accordance  with  Section  5.6.1,   resumes
Employment, he or she shall have the right, while an Employee, to repay the full
amount previously  distributed from such Employer  Account.  Such repayment must
occur before the earlier of (i) the date on which he or she would have  incurred
a Period of Severance of five years  commencing  after the  distribution or (ii)
five  years  after  the  first  date on which the  Participant  is  subsequently
reemployed.  If the Participant makes a repayment, the Account Balance of his or
her relevant  Employer  Account shall be restored to its value as of the date of
distribution.  The restored amount shall be derived from forfeitures  during the
Plan Year and, if such  forfeitures are not  sufficient,  from a contribution by
the Employer made as of that date (determined without reference to Net Profits).
If an  Employee  who had a  Nonvested  Separation  and was  deemed to  receive a
distribution  resumes Employment before a Period of Severance of five Years, his
or her Employer Account will be restored,  upon  reemployment,  to the amount on
the date of such deemed distribution.

5.7      WITHDRAWALS DURING EMPLOYMENT.
         -----------------------------

5.7.1 If the Plan is a  profit-sharing  plan, and if the Employer has elected in
the  Adoption  Agreement  to  permit  withdrawals  during  Employment,  prior to
termination of Employment,  each  Participant  upon attainment of age 59-1/2 may
elect to withdraw,  as of the  Valuation  Date next  following the receipt of an
election by the  Administrator,  and upon such notice as the  Administrator  may
require,  all or any part of the  vested  Account  Balance  of all of his or her
Accounts, as of such Valuation Date.

5.7.2  Notwithstanding  Section 5.7.1, prior to termination of Employment,  each
Participant with a Rollover Contributions Account and/or a Participant Voluntary
Nondeductible  Contributions  Account may elect to withdraw, as of the Valuation
Date next  following the receipt of an election by the  Administrator,  and upon
such notice as the Administrator may require,  all or any of such Account, as of
such Valuation Date.

5.7.3 The  Administrator  may establish  from time to time rules and  procedures
with respect to any withdrawals  including the order of Accounts from which such
withdrawals shall be made.

5.7.4 No  forfeitures  shall occur as a result of a withdrawal  pursuant to this
Section 5.7.

5.7.5  If  a  Participant  is  married  at  the  time  of  such  election,   the
Participant's  Spouse must  consent to such a  withdrawal  in the same manner as
provided  in  Section  6.2.4;   provided,   however,  that  if  the  Plan  is  a
profit-sharing plan and Section 6.1.2 applies,  the consent of the Participant's
Spouse will not be required.

5.8      LOANS.
         -----

5.8.1 If the  Employer  has  elected  in the  Adoption  Agreement  to make loans
available,  a Participant  may submit an  application  to the  Administrator  to
borrow  from any  Account  maintained  for the  Participant  (on such  terms and
conditions as the  Administrator  shall prescribe) an amount which when added to
the outstanding  balance of all other loans to the Participant  would not exceed
the  lesser  of (a)  $50,000  reduced  by the  excess  (if  any) of the  highest
outstanding balance of loans during the one year period ending on the day before
the loan is made,  over the  outstanding  balance  of loans from the Plan on the
date the loan is made,  or (b) 50% of the vested  portion of his or her  Account
from which the borrowing is to be made as of the Valuation  Date next  following
the  receipt  of his or her  loan  application  by  the  Administrator  and  the
expiration  of such notice  period as the  Administrator  may require.  For this
purpose, all loans from Qualified Plans of the Employer or an Affiliate shall be
aggregated,  and an  assignment  or pledge of any  portion of the  Participant's
interest  in the Plan,  and a loan,  pledge or  assignment  with  respect to any
insurance  contract  purchased  under the Plan,  will be treated as a loan under
this Section 5.8.1.
<PAGE>

5.8.2 If approved, each such loan shall comply with the following conditions:

         (A) it shall be evidenced by a negotiable promissory note;

         (B) the rate of  interest  payable on the  unpaid  balance of such loan
shall be a reasonable rate determined by the Administrator;

         (C) the  Participant  must obtain the consent of his or her Spouse,  if
any, within the 90-day period before the time an Account is used as security for
the loan;  provided,  however,  that if the Plan is a  profit-sharing  plan that
meets  the  requirements  in  Section  6.1.2 of the  Plan,  the  consent  of the
Participant's  Spouse  will not be  required.  A new  consent is  required if an
Account is used for any  increase in the amount of security.  The consent  shall
comply with the  requirements of Section 6.2.4,  but shall be deemed to meet any
requirements  contained  in  section  6.2.4  relating  to  the  consent  of  any
subsequent  Spouse.  A new  consent  shall be required if an Account is used for
renegotiation, extension, renewal, or other revision of the loan;

         (D) the loan,  by its terms,  must  require  repayment  (principal  and
interest) be amortized in level  payments,  not less  frequently than quarterly,
over a period  not  extending  beyond  five  years  from  the date of the  loan;
provided,  however,  that if the  proceeds  of the loan are  used to  acquire  a
dwelling unit which within a reasonable time (determined at the time the loan is
made) will be used as the principal residence of the Participant,  the repayment
schedule may be for a term in excess of five years; and

         (E) the loan shall be adequately  secured and may be secured by no more
than 50% of the  Participant's  vested interest in the Account Balance of his or
her Accounts.

5.8.3 If a Participant  or  Beneficiary  requests and is granted a loan, and the
loan is made from  Participant-Directed  Assets, principal and interest payments
with  respect  to the loan  shall  be  credited  solely  to the  Account  of the
borrowing  Participant  from  which  the  loan was  made.  Any  loss  caused  by
nonpayment or other default an a Participant's loan obligations shall be charged
solely to that Account.  Any other loan shall be treated as an investment of the
Trust Fund and  interest  and  principal  payments on account  thereof  shall be
credited to the Trust  Fund.  The  Administrator  shall  determine  the order of
Accounts from which a loan may be made.

5.8.4    Anything herein to the contrary notwithstanding:

         (A) in the event of a default,  foreclosure on the promissory note will
not occur until a distributable event occurs under this Article V;
<PAGE>

         (B)  no  loan   will  be   made  to  any   Owner-Employee   or  to  any
"shareholder-employee"  of the  Employer or a  Participating  Affiliate  or with
respect to any amounts  attributable  to a Rollover  Contribution  or a trust to
trust  transfer and relating to prior  participation  by such an individual in a
Qualified Plan. For this purpose, a "shareholder-employee"  means an employee or
officer of an electing small  business,  I.E., an "S  corporation" as defined in
Code Section  1361,  who owns (or is  considered as owning within the meaning of
Code Section  318(a)(1)) on any day during the taxable year of such corporation,
more than 5% of the outstanding stock of the corporation; and

         (C) loans shall not be made available to Highly  Compensated  Employees
in an amount greater than the amount made available to other Employees.

5.8.5 If a valid spousal  consent has been  obtained in accordance  with Section
5.8.2(C), then, notwithstanding any other provision of this Plan, the portion of
the Participant's vested Account used as a security interest held by the Plan by
reason of a loan outstanding to the Participant  shall be taken into account for
purposes of determining the amount of the  Participant's  benefit payable at the
time of death or distribution; but only if the reduction is used as repayment of
the loan.  If less than 100% of the  Participant's  vested  benefit  (determined
without  regard to the preceding  sentence) is payable to the Surviving  Spouse,
then  the  Participant's  benefit  shall  be  adjusted  by  first  reducing  the
Participant's  vested benefit by the amount of the security used as repayment of
the loan, and then determining the benefit payable to the Surviving Spouse.

5.9      HARDSHIP DISTRIBUTIONS.
         ----------------------

5.9.1 Effective January 1, 1989, if available and elected by the Employer in the
Adoption  Agreement,  a Participant  may request a distribution  due to hardship
from the vested  portion  of his or her  Accounts,  (other  than from his or her
Qualified Nonelective  Contributions  Account,  Qualified Matching Contributions
Account or earnings  accrued  after  December  31,  1988,  on the  Participant's
Elective  Deferrals)  only if the  distribution is made both due to an immediate
and heavy  financial  need of the  Participant  and is necessary to satisfy such
financial need.

5.9.2 A hardship distribution shall be permitted only if the distribution is due
to:

         (A) expenses  incurred or necessary for medical care  described in Code
Section 213(d) incurred by the Participant,  the  Participant's  Spouse,  or any
dependents of the Participant (as defined in Code Section 152);

         (B) purchase (excluding mortgage payments) of a principal residence for
the Participant;

         (C)  payment of tuition and  related  educational  fees for the next 12
months of  post-secondary  education  for the  Participant,  his or her  Spouse,
children or dependents;

         (D) the need to prevent the eviction of the Participant from his or her
principal  residence  or  foreclosure  on  the  mortgage  of  the  Participant's
principal residence; or

         (E) any other condition or event which the Commissioner of the Internal
Revenue Service determines is a deemed immediate and financial need.
<PAGE>

5.9.3 A  distribution  will be considered  necessary to satisfy an immediate and
heavy financial need of a Participant if all of the following  requirements  are
satisfied:

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

         (B) the  Participant  obtains all  distributions,  other than  hardship
distributions,  and all nontaxable  loans  currently  available  under all plans
maintained by the Employer or an Affiliate;

         (C) the Participant's Elective Deferrals, Employee Thrift Contributions
and Participant Voluntary  Nondeductible  Contributions will be suspended for at
least 12 months after receipt of the hardship  distribution  in this Plan and in
all other plans maintained by the Employer or an Affiliate; and

         (D)  the   Participant   may  not  make  Elective   Deferrals  for  the
Participant's  taxable  year  immediately  following  the  taxable  year  of the
hardship  distribution  in excess of the  applicable  limit  under Code  Section
402(g) for such next taxable year less the amount of such Participant's Elective
Deferrals for the taxable year of the distribution in this Plan and in all other
plans maintained by the Employer or an Affiliate.

5.9.4  If the  distribution  is  made  from  any  Account  other  than a  401(k)
Contributions  Account,  a  distribution  due to  hardship  may be made  without
application of Section 5.9.3(B), 5.9.3(C), or 5.9.3(D).

5.10     LIMITATION ON COMMENCEMENT OF BENEFITS.
         --------------------------------------

5.10.1  Anything  in  this  Article  V  to  the  contrary   notwithstanding,   a
Participant's Benefit Commencement Date shall in no event be later than the 60th
day after the close of the Plan Year in which the latest of the following events
occur:

         (A) the attainment by the  Participant of his or her Normal  Retirement
Age;

         (B)  the  tenth  anniversary  of the  year  in  which  the  Participant
commenced participation in the Plan; or

         (C) the Participant's  termination of Employment.  Notwithstanding  the
foregoing,  the failure of a Participant and Spouse to consent to a distribution
while a benefit is Immediately Distributable,  shall be deemed to be an election
to defer  commencement  of payment of any  benefit  sufficient  to satisfy  this
Section.

5.10.2 If it is not possible to distribute a Participant's  Accounts because the
Administrator  has been unable to locate the Participant after making reasonable
efforts to do so, then a  distribution  of the  Participant's  Accounts shall be
made when the Participant can be located.
<PAGE>

5.11     DISTRIBUTION REQUIREMENTS.
         -------------------------

5.11.1 Subject to the Joint and Survivor  Annuity rules set forth in Article VI,
the  requirements  of  this  Article  shall  apply  to  any  distribution  of  a
Participant's interest and will take precedence over any inconsistent provisions
of this Plan. Unless otherwise  specified,  the provisions of this article apply
to calendar  years  beginning  after December  31,1984.  As used in this Section
5.11, each of the following terms shall have the meaning for that term set forth
in this Section 5.11.1:

         (A) APPLICABLE LIFE EXPECTANCY.  The life expectancy (or joint and last
survivor  expectancy)  calculated  using the attained age of the Participant (or
designated  Beneficiary) as of the Participant's  (or designated  Beneficiary's)
birthday in the  applicable  calendar year reduced by one for each calendar year
which has elapsed since the date Life Expectancy was first  calculated.  If Life
Expectancy is being  recalculated,  the Applicable Life Expectancy  shall be the
Life Expectancy as so  recalculated.  The applicable  calendar year shall be the
first  distribution  calendar year, and if Life Expectancy is being recalculated
such succeeding calendar year.

         (B)  DESIGNATED  BENEFICIARY.  The  individual who is designated as the
Beneficiary  under the Plan in accordance  with Code Section  401(a)(9).  In the
event that a  Participant  names a trust to be a  designated  Beneficiary,  such
designation  shall  provide that, as of the later of the date on which the trust
is named as a Beneficiary or the Participant's  Required  Beginning Date, and as
of all subsequent periods during which the trust is named as a Beneficiary,  the
following  requirements are met: (i) the trust is a valid trust under state law,
or  would be but for the  fact  that  there  is no  corpus;  (ii)  the  trust is
irrevocable;  (iii) the  Beneficiaries of the trust who are  Beneficiaries  with
respect to the trust's interest in the  Participant's  benefits are identifiable
from the trust instrument within the meaning of Code Section 401(a)(9); and (iv)
a copy of the trust is provided to the Plan.
         (C)  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 pursuant to Section 7.2.

         (D) LIFE  EXPECTANCY.  Life  Expectancy  and  joint  and last  survivor
expectancy are computed by use of the expected return  multiples in Tables V and
VI of section 1.72-9 of the regulations issued under the Code.

Unless  otherwise  elected  by  the  Participant  (or  Spouse,  in the  case  of
distributions  described in Section 7.2) by the time  distributions are required
to begin, Life Expectancies  shall not be recalculated  annually.  Such election
shall be  irrevocable  as to the  Participant  or Spouse and shall  apply to all
subsequent  years.  The Life  Expectancy of a nonspouse  Beneficiary  may not be
recalculated.
<PAGE>

         (E)      REQUIRED BEGINNING DATE.
                  -----------------------

                  (i)......GENERAL  RULE.  The  Required  Beginning  Date  of  a
Participant  is the  first  day of  April of the  calendar  year  following  the
calendar year in which the Participant attains age 70-1/2.

                  (ii).....TRANSITIONAL  RULE. The Required  Beginning Date of a
Participant  who attains age 70-1/2 before January 1, 1988,  shall be determined
in accordance with (1) or (2) below:

                  (1)......NON-5%  OWNERS.  The  Required  Beginning  Date  of a
Participant  who is not a "5% owner" as defined in (iii)  below is the first day
of April of the calendar year  following the calendar year in which the later of
retirement or attainment of age 70-1/2 occurs.

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

                  (a).....the calendar year in which the Participant attains age
70-1/2; or

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

The Required  Beginning Date of a Participant  who is not a 5% owner who attains
age 70-1/2  during 1988 and who has not retired as of January 1, 1989,  is April
1, 1990.

                  (iii)....5%  OWNER. A Participant is treated as a 5% owner for
purposes of this  Section 5.11 if such  Participant  is a 5% owner as defined in
Code  Section  416(i)  (determined  in  accordance  with section 416 but without
regard to whether the plan is top-heavy) at any time during the Plan Year ending
with or within the calendar  year in which such owner  attains age 66-1/2 or any
subsequent Plan Year.

                  (iv).....Once  distributions  have  begun to a 5% owner  under
this Section 5.11, they must continue to be distributed, even if the Participant
ceases to be a 5% owner in a subsequent year.

5.11.2 All  distributions  required  under this Section 5.11 shall be determined
and made in  accordance  with the Income  Tax  Regulations  under  Code  Section
401(a)(9),  including the minimum distribution incidental benefit requirement of
section  1.401(a)(9)-2  of the  regulations  issued  under the Code.  The entire
interest of a Participant  must be  distributed  or begin to be  distributed  no
later than the Participant's Required Beginning Date.

5.11.3 LIMITS ON DISTRIBUTION  PERIODS.  As of the first  Distribution  Calendar
Year, distributions, if not made in a lump sum, may only be made over one of the
following periods (or a combination thereof):

         (A) the life of the Participant;
<PAGE>

         (B) the life of the Participant and a Designated Beneficiary;

         (C) a period  certain not extending  beyond the Life  Expectancy of the
Participant; or

         (D) a period  certain not extending  beyond the joint and last survivor
expectancy of the Participant and a Designated Beneficiary.

For calendar years beginning before January 1, 1989, if the Participant's Spouse
is not the  Designated  Beneficiary,  the method of  distribution  selected must
assure  that at least  50% of the  present  value of the  amount  available  for
distribution is paid within the Life Expectancy of the Participant.

5.11.4  DETERMINATION  OF  AMOUNT  TO BE  DISTRIBUTED  EACH  YEAR.  (A)  If  the
Participant's  interest is to be paid in the form of annuity distributions under
the Plan  (whether  directly  or in the  form of an  annuity  purchased  from an
insurance  company),  payments  under the annuity  shall  satisfy the  following
requirements:

                  (i)......the  annuity  distributions  must be paid in periodic
payments made at intervals not longer than one year;

                  (ii).....the  distribution  period  must  be  over a life  (or
lives) or over a period certain not longer than a Life Expectancy (or joint life
and last survivor expectancy) described in Code Section 401(a)(9)(A)(ii) or Code
Section 401(a)(9)(B)(iii), whichever is applicable;

                  (iii)....the  Life Expectancy (or joint life and last survivor
expectancy)  for purposes of determining  the period certain shall be determined
without recalculation of Life Expectancy;

                  (iv).....once  payments have begun over a period certain,  the
period certain may not be lengthened  even if the period certain is shorter than
the maximum permitted;

                  (v)......payments  must  either be  nonincreasing  or increase
only as follows:

                  (1) with any percentage  increase in a specified and generally
recognized cost-of-living index;

                  (2) to  the  extent  of the  reduction  to the  amount  of the

Participant's payments to provide for a survivor benefit upon death, but only if
the Beneficiary  whose life was being used to determine the distribution  period
described in Section  5.11.4(A)(iii) dies and the payments continue otherwise in
accordance with that section over the life of the Participant;

                  (3) to provide cash refunds of Employee contributions upon the
Participant's death; or

                  (4) because of an increase in benefits under the Plan.
<PAGE>

                  (vi).....If  the annuity is a life  annuity (or a life annuity
with a period  certain  not  exceeding  20  years),  the  amount  which  must be
distributed on or before the Participant's  Required  Beginning Date (or, in the
case of distributions after the death of the Participant, the date distributions
are  required to begin  pursuant to Section  7.2) shall be the payment  which is
required for one payment interval. The second payment need not be made until the
end of the next payment  interval even if that payment interval ends in the next
calendar  year.  Payment  intervals  are the  periods  for  which  payments  are
received, E.G., bimonthly, monthly, semi-annually, or annually.

If the annuity is a period certain annuity  without a life  contingency (or is a
life annuity with a period  certain  exceeding 20 years)  periodic  payments for
each  distribution  calendar  year shall be  combined  and  treated as an annual
amount.  The amount  which must be  distributed  by the  Participant's  Required
Beginning  Date  (or,  in the  case of  distributions  after  the  death  of the
Participant,  the date  distributions  are required to begin pursuant to Section
7.2) is the annual amount for the first  Distribution  Calendar Year. The annual
amount for other  Distribution  Calendar Years,  including the annual amount for
the calendar year in which the  Participant's  Required  Beginning  Date (or the
date  distributions are required to begin pursuant to Section 7.2) occurs,  must
be  distributed  on or before  December  31 of the  calendar  year for which the
distribution is required.

         (B) Annuities  purchased  after  December 31, 1988,  are subject to the
following additional conditions:

                  (i)......Unless  the  Participant's  Spouse is the  Designated
Beneficiary, if the Participant's interest is being distributed in the form of a
period certain annuity without a life contingency,  the period certain as of the
beginning of the first Distribution  Calendar Year may not exceed the applicable
period determined using the table set forth in Q&A A-5 of section  1.401(a)(9)-2
of the regulations issued under the Code.

                  (ii).....If the Participant's interest is being distributed in
the form of a joint and survivor  annuity for the joint lives of the Participant
and a  nonspouse  Beneficiary,  annuity  payments  to be  made on or  after  the
Participant's  Required  Beginning Date to the Designated  Beneficiary after the
Participant's death must not at any time exceed the applicable percentage of the
annuity  payment for such period that would have been payable to the Participant
using the table set forth in Q&A A-6 of section 1.401(a)(9)-2 of the regulations
under the Code.

         (C) TRANSITIONAL RULE. If payments under an annuity which complies with
Section  5.11.4(A)  begin  prior to January 1, 1989,  the  minimum  distribution
requirements  in effect as of July 27,1987,  shall apply to  distributions  from
this Plan,  regardless  of whether the annuity  form of payment is  irrevocable.
This transitional rule also applies to deferred annuity contracts distributed to
or  owned by the  Participant  prior  to  January  1,  1989,  unless  additional
contributions  are made under the Plan by the Employer or Affiliate with respect
to such contract.

         (D) If the form of  distribution  is an annuity made in accordance with
Section 5.11.4, any additional benefits accruing to the Participant after his or
her Required  Beginning Date shall be distributed as a separate and identifiable
component of the annuity beginning with the first payment interval ending in the
calendar  year  immediately  following  the  calendar  year in which such amount
accrues.
<PAGE>

         (E) Any part of the  Participant's  interest which is in the form of an
individual  account shall be distributed in a manner satisfying the requirements
of Code Section40l(a)(9).

5.11.5  TRANSITIONAL  RULE:  SECTION  242  ELECTION.  Notwithstanding  the other
requirements of this Article and subject to the Joint and Survivor Annuity rules
set forth in Article VI, distribution on behalf of any Employee,  including a 5%
owner,  may be  made  in  accordance  with  all of  the  following  requirements
(regardless of when such distribution commences):

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

         (B) the  distribution  is in accordance  with a method of  distribution
designated by the Employee whose interest in the trust is being  distributed or,
if the Employee is deceased, by a Beneficiary of such Employee;

         (C) such designation was in writing,  was signed by the Employee or the
Beneficiary, and was made before January 1, 1984;

         (D) the  Employee  had accrued a benefit  under the Plan as of December
31, 1983; and

         (E) the  method  of  distribution  designated  by the  Employee  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  Employee's  death,  the  Beneficiaries  of the Employee  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
Employee.

For any distribution which commences before January 1, 1984, but continues after
December 31, 1983, the Employee,  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 5.11.5(A) and (E).

If a  designation  is revoked  any  subsequent  distribution  must  satisfy  the
requirements of Code Section  401(a)(9).  If a designation is revoked subsequent
to the date  distributions  are required to begin,  the trust must distribute by
the end of the calendar year following the calendar year in which the revocation
occurs the total amount not yet  distributed  to satisfy Code Section  401(a)(9)
but for the Section  242(b)(2)  election.  For calendar  years  beginning  after
December  31,  1988,  such  distributions  must  meet the  minimum  distribution
incidental  benefit  requirements  in section  1.401(a)(9)-2  of the regulations
issued under the Code. Any changes in the designation will be considered to be a
revocation of the  designation.  However,  the mere  substitution or addition of
another  Beneficiary  (one not named in the  designation)  under the designation
will not be considered to be a revocation  of the  designation,  so long as such
substitution or addition does not alter the period over which  distributions are
to be made under the  designation,  directly  or  indirectly  (for  example,  by
altering  the  relevant  measuring  life).  In the case in which  an  amount  is
transferred  or rolled over from one plan to another plan,  the rules in Q&A J-2
and Q&A J-3 of section 1.401(a)(9)-l of the regulations issued under the Code.
<PAGE>

                                   ARTICLE VI

                     FORMS OF PAYMENT OF RETIREMENT BENEFITS

6.1      METHODS OF DISTRIBUTION.
         -----------------------

6.1.1 If the Plan is a money  purchase  pension plan or a target benefit plan, a
Participant's  benefit shall be payable in the normal form of a Qualified  Joint
and  Survivor  Annuity  if the  Participant  is  married  on his or her  Benefit
Commencement Date and in the normal form of an immediate annuity for the life of
the  Participant  if the  Participant is not married on that date. A Participant
who  terminated  Employment on or after  satisfying the  requirements  for Early
Retirement  may elect to have his or her  Qualified  joint and Survivor  Annuity
distributed  upon  attainment  of  such  Early  Retirement.  If  the  Plan  is a
profit-sharing  plan that satisfies the requirements set forth in Section 6.1.2,
a Participant's  Accounts shall only be payable in the normal form of a lump-sum
distribution in accordance with Section 6.1.1(B) below. A Participant in a money
purchase pension plan, a target benefit plan, or a profit-sharing plan that does
not satisfy the  requirements  set forth in Section 6.1.2, may at any time after
attaining  age 35 and prior to his or her Benefit  Commencement  Date elect,  in
accordance  with  Section 6.2, any of the  following  optional  forms of payment
instead of the normal form:

         (A) An Annuity Contract payable as:

                  (i)......a single life annuity;

                  (ii).....a joint and 50% survivor annuity with a contingent
annuitant;

                  (iii)....a joint and 100% survivor annuity with a contingent
annuitant;

                  (iv).....an annuity for the life of the Participant with 120
monthly payments certain;

         (B) A  lump-sum  distribution  in cash or in kind,  or part in cash and
part in kind; or

         (C) In  installments  payable  in cash or in kind,  or part in cash and
part in kind over a period not in excess of that required to comply with Section
5.11.4.

Anything in this Section 6.1.1 to the contrary notwithstanding,  if the value of
a Participant's  vested Account as of the applicable Valuation Date is $3,500 or
less,  his or her benefit  shall be paid in the form of a lump-sum  distribution
and no optional form of benefit payment shall be available.
<PAGE>

6.1.2 If the Plan is a  profit-sharing  plan then:  (A) the  Participant  cannot
elect payments in the form of a Life annuity (this Section 6.1.2 shall not apply
if a life  annuity  form  is an  optional  form  preserved  under  Code  Section
411(d)(6)); (B) on the death of the Participant, the Participant's benefits will
be paid to his or her  Surviving  Spouse,  if any,  or, if his or her  Surviving
Spouse has already consented in a manner conforming to an election under Section
6.2.4, then to the Participant's Beneficiary; and (C) the normal form of benefit
shall be a lump-sum and Sections 6.2.1,  6.2.2 and 6.2.4 shall not be applied by
the Administrator. A Participant in such a profit-sharing plan may also elect to
receive  his or her  benefit  in the form of  installments  in  accordance  with
Section 6.1.1(C) of the Plan. This Section 6.1.2 shall not apply,  however, with
respect  to the  Participant  if it is  determined  that the Plan is a direct or
indirect  transferee of a defined  benefit plan, a money  purchase  pension plan
(including a target benefit plan) or a stock bonus or profit-sharing  plan which
is subject to the survivor annuity  requirements of Code Sections 401(a)(11) and
417. In addition,  this Section  6.1.2 shall not apply unless the  Participant's
Surviving  Spouse,  if  any,  is the  Beneficiary  of (i)  the  proceeds  of any
insurance on the Participant's life purchased by Employer  contributions or (ii)
forfeitures  allocated  to the  Participant's  Employer  Account  or unless  the
Participant's Surviving Spouse has consented to the Participant's designation of
another Beneficiary as referred to in subsection (C) of this Section 6.1.2.

6.1.3 The  following  transitional  rules  shall  apply  for those  Participants
entitled to but not receiving benefits as of August 23, 1984:

         (A) Any living  Participant not receiving  benefits on August 23, 1984,
who would  otherwise not receive the benefits  prescribed by Section 6.1 must be
given the opportunity to elect to have Section 6.1 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 Service when he or she terminated from Employment.

         (B) 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 an Hour of Service in a Plan Year beginning on or after January 1,
1976,  must be  given  the  opportunity  to  have  his or her  benefits  paid in
accordance with this Section 6.1.3(D).

         (C) The  respective  opportunities  to  elect  (as  described  in these
Sections  6.1.3(A)  and (B)) must be  afforded to the  appropriate  Participants
during  the  period   commencing  on  August  23,  1984,   and  ending  on  such
Participant's Benefit Commencement Date.

         (D) Any Participant who has elected  pursuant to this Section  6.1.3(B)
and any Participant who does not elect under this Section  6.1.3(A) or who meets
the  requirements of this Section 6.1.3(A) except that such Participant does not
have at least ten Years of Service when he or she  terminates  from  Employment,
shall  have  his or her  benefits  distributed  in  accordance  with  all of the
following  requirements  if  benefits  would have been  payable in the form of a
single life annuity:

         (1)  AUTOMATIC QUALIFIED JOINT AND SURVIVOR ANNUITY

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

         (a)  begins to receive payments on or after Normal Retirement Age; or
<PAGE>

         (b)  dies on or after Normal Retirement Age while in active Employment;
or

         (c)  begins to receive payments on or after the "Qualified Early
Retirement Age," as that term is defined in Section 6.1.3(D)(3)(a); or

         (d) terminates from Employment on or after attaining Normal  Retirement
Age (or Qualified  Early  Retirement  Age) and after  satisfying the eligibility
requirement  for the  payment of  benefits  under the Plan and  thereafter  dies
before his or her Benefit Commencement Date; then such benefits will be received
in the form of a Qualified  Joint and Survivor  Annuity,  unless the Participant
has elected  otherwise  during the  election  period  which  begins at least six
months before the Participant attains Qualified Early Retirement Age and ends no
earlier than 90 days before his or her Benefit  Commencement  Date. Any election
hereunder will be in writing and may be changed by the Participant at any time.

         (2) ELECTION OF EARLY SURVIVOR ANNUITY

         A Participant  who is employed  after  attaining  the  Qualified  Early
Retirement Age will be given the opportunity to elect, beginning on the later of
(1) the 90th day before he or she attains his or her Qualified Early  Retirement
Age, or (2) the date on which participation begins, and ending on the date he or
she terminates  Employment,  to have a survivor annuity payable on death. If the
Participant elects the survivor annuity, payments under such annuity must not be
less than the  payments  which  would  have been  made to the  Spouse  under the
Qualified  Joint and Survivor  Annuity if the Participant had retired on the day
before his or her death.  Any election  under this  provision will be in writing
and may be changed by the Participant at any time.

         (3)      QUALIFIED EARLY RETIREMENT AGE

         (a) For purposes of this section 6.1.3,  Qualified Early Retirement Age
is the latest of:

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

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

                  (iii)....the date the Participant begins participation.

         (b) Qualified Joint and Survivor  Annuity is an annuity for the life of
the Participant  with a survivor annuity for the life of the Spouse as described
in Section 1.77.

6.2      ELECTION OF OPTIONAL FORMS.
         --------------------------

6.2.1 By notice to the  Administrator at any time prior to a Participant's  date
of  death  and  beginning  on the  first  day of the  Plan  Year  in  which  the
Participant  attains  age 35, the  Participant  may elect,  in  writing,  not to
receive the normal form of benefit payment  otherwise  applicable and to receive
instead an optional form of benefit  payment  provided for in Section 6.1.1.  If
the  Participant  separates from  Employment  prior to the first day of the Plan
Year in which the  Participant  attains  age 35, the  Participant  may make such
election beginning on the date he or she separates from Employment. This Section
6.2.1 shall not be applicable if Section 6.1.2 applies to a Participant.
<PAGE>

6.2.2 Within a reasonable  period,  but in any event no less than 30 and no more
than  90 days  prior  to  each  Participant's  Benefit  Commencement  Date,  the
Administrator  shall provide to each  Participant a written  explanation  of the
terms and  conditions of a Qualified  Joint and Survivor  Annuity.  Such written
explanation shall consist of:

         (A) the terms  and  conditions  of the  Qualified  Joint  and  Survivor
Annuity;

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

         (C) the rights of the Participant's Spouse under Section 6.2.4;

         (D) the right to make,  and the effect of, a  revocation  of a previous
election to waive the Qualified Joint and Survivor
Annuity; and

         (E) the relative values of the various  optional forms of benefit under
the Plan.

The Administrator  may, on a uniform and  nondiscriminatory  basis,  provide for
such other notices, information or election periods or take such other action as
the Administrator considers necessary or appropriate to implement the provisions
of this Section 6.2.2.

6.2.3 A  Participant  may revoke his or her election to take an optional form of
benefit,  and  elect a  different  form of  benefit,  at any  time  prior to the
Participant's Benefit Commencement Date.

6.2.4 The  election  of an  optional  benefit by a  Participant  after  December
31,1984,  must also be a waiver of a Qualified Joint and Survivor Annuity by the
Participant.  Any waiver of a Qualified Joint and Survivor  Annuity shall not be
effective  unless (A) the  Participant's  Spouse  consents in  writing;  (B) the
election  designates a specific  alternate  Beneficiary,  including any class of
Beneficiaries or any contingent  Beneficiaries  which may not be changed without
spousal consent (or the Spouse expressly permits designations by the Participant
without any further spousal consent);  (C) the Spouse's consent to the waiver is
witnessed  by a Plan  representative  or  notary  public;  and (D) the  Spouse's
consent acknowledges the effect of the election.  Additionally,  a Participant's
waiver of the Qualified Joint and Survivor  Annuity will not be effective unless
the  election  designates  a form of  benefit  payment  which may not be changed
without spousal consent or the Spouse expressly permits designations without any
further  spousal  consent.  Notwithstanding  this  consent  requirement,  if the
Participant  establishes to the satisfaction of a Plan  representative that such
written  consent  may not be obtained  because  there is no Spouse or the Spouse
cannot be located, the election will be deemed effective.  Any consent necessary
under this  provision  will not be valid with  respect  to any other  Spouse.  A
consent that permits  designations by the Participant without any requirement of
further consent by such Spouse must acknowledge that the Spouse has the right to
limit consent to a specific Beneficiary,  and a specific form of benefit,  where
applicable,  and that the Spouse voluntarily elects to relinquish either or both
of such rights.  Additionally,  a revocation  of a prior waiver may be made by a
Participant  without  the  consent of the  Spouse at any time  before his or her
Benefit  Commencement Date. The number of revocations shall not be limited.  Any
new waiver will require a new consent by the electing  Participant's  Spouse. No
consent  obtained under this provision shall be valid unless the Participant has
received notice as provided in this Section.
<PAGE>

6.2.5 The election of an optional form of benefit which contemplates the payment
of an annuity shall not be given effect if any person who would receive benefits
under the annuity dies before the Benefit Commencement Date.

6.3      CHANGE IN FORM OF BENEFIT PAYMENTS.
         ----------------------------------

Any former  Employee  whose  payments  are being  deferred  or who is  receiving
installment  payments may request acceleration or other modification of the form
of benefit  distribution,  subject to Code Section 401(a)(9),  provided that any
necessary  consent to such change required  pursuant to Section 6.24 is obtained
from the Employee's Spouse. This Section 6.3 shall not apply to any Employee who
becomes a Participant on or after January 1, 1989 or to Plans adopted after that
date.

6.4      DIRECT ROLLOVERS.
         ----------------

6.4.1 The provisions of this Section 6.4 apply only to distributions  made on or
after January 1, 1993.

6.4.2  Notwithstanding  any  provision  of the Plan to the  contrary  that would
otherwise limit a  Distributee's  election under this Section 6.4, a Distributee
may elect,  at the time and in the manner  prescribed by the  Administrator,  to
have any  portion of an  Eligible  Rollover  Distribution  paid  directly  to an
Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

6.4.3  Definitions  - All terms used in this  Section 6.4 shall have the meaning
set forth below:

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

         (B)  Eligible  Retirement  Plan:  An  Eligible  Retirement  Plan  is an
individual  retirement  account  described in Code Section 408(a), an individual
retirement  annuity  described in Code Section 408(b), an annuity plan described
in Code Section  403(a),  or a qualified  trust described in Code Section 401(a)
that accepts the Distributee's Eligible Rollover  Distribution.  However, in the
case of an Eligible  Rollover  Distribution to the Surviving Spouse, an Eligible
Retirement  Plan is an individual  retirement  account or individual  retirement
annuity.

         (C) Distributee: A Distributee includes an Employee or former Employee.
In  addition,  the  Employee's  or former  Employee's  Surviving  Spouse and the
Employee's or former  Employee's  Spouse or a former Spouse who is the alternate
payee under a qualified  domestic  relations  order,  as defined in Code Section
414(p),  are  Distributees  with regard to the  interest of the Spouse or former
Spouse.
<PAGE>

         (D) Direct Rollover:  A Direct Rollover is a payment by the Plan to the
Eligible Retirement Plan specified by the Distributee.

                                   ARTICLE VII

                                 DEATH BENEFITS

7.1      PAYMENT OF ACCOUNT BALANCES.
         ---------------------------

7.1.1 The benefits payable to the Beneficiary of a Participant who dies while an
Employee shall be the Account  Balance of all of his or her Accounts  including,
if  applicable,  the  proceeds of any life  insurance  contract in effect on the
Participant's  life in accordance with Section 7.3. The benefits  payable to the
Beneficiary of a Participant who dies after terminating  Employment shall be the
vested  Account  Balance  of all of his or her  Accounts.  Except  as  otherwise
provided in this Article VII, a  Beneficiary  may request that he or she be paid
his or her benefits as soon as practicable after the Participant's death.

7.1.2 If a Participant dies before distribution of his or her entire interest in
the Plan has been completed,  the remaining  interest shall,  subject to Section
7.2.5, be distributed to the Participant's  Beneficiary in the form, at the time
and from  among  the  methods  specified  in  Section  6.1.1 as  elected  by the
Beneficiary  in writing  filed with the  Administrator.  If an  election  is not
received  by  the   Administrator   within  90  days   following  the  date  the
Administrator is notified of the Participant's  death, the distribution shall be
made, if to a Surviving Spouse, in accordance with Section 7.2.5(B),  and, if to
some other Beneficiary, to the Beneficiary in a lump-sum.

7.1.3 The value of the benefits payable to a Beneficiary  shall be determined in
accordance with Section 10.6.2.  If the value of such death benefit is $3,500 or
less,  distribution  of such  benefit  shall  be made in a  lump-sum  as soon as
practicable following the death of the Participant.

7.2      BENEFICIARIES.
         -------------

7.2.1 The  Administrator  shall  provide  each  Participant,  within  the period
described in Section 7.2.1(A) for such Participant, a written explanation of the
death  benefit in such terms and in such a manner as would be  comparable to the
explanation  provided  for meeting the  requirements  applicable  to a Qualified
Joint and  Survivor  Annuity.  This  Section  7.2.1 shall not be  applicable  if
Section 6.1.2 applies to a Participant.

         (A) The period for providing a written explanation of the death benefit
for a Participant ends on the latest of the following to occur:

                  (i)......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;
<PAGE>

                  (ii).....a reasonable period ending after the Employee becomes
a Participant; or

                  (iii)....a  reasonable  period  ending  after Code Section 417
first applies to the Participant.

Notwithstanding  the  foregoing,  notice  must be provided  within a  reasonable
period ending after  termination  of  Employment  in case of a  Participant  who
terminates  Employment  before attaining age 35 and who has a vested interest in
his or her Account.

         (B) For purposes of the preceding paragraph, a reasonable period ending
after  the  enumerated  events  described  in (ii)  and  (iii) 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. A Participant  who has a vested interest in
his or her Account and who terminates Employment before the Plan in which age 35
is attained,  shall be provided such notice within the two-year period beginning
one year prior to and ending one year after  termination.  If such a Participant
returns to  Employment,  the  applicable  period for such  Participant  shall be
redetermined.

7.2.2 A Participant  shall designate one or more  Beneficiaries  to whom amounts
due after his or her death,  other than under the  Qualified  Joint and Survivor
Annuity,  shall  be  paid.  In the  event a  Participant  fails to make a proper
designation  or in  the  event  that  no  designated  Beneficiary  survives  the
Participant,  the Participants  Beneficiary shall be the Participant's Surviving
Spouse, or if the Participant has no Surviving Spouse, the legal  representative
of the  Participant's  estate,  as an  asset  of that  estate.  A  Participant's
Beneficiary shall not have any right to benefits under the Plan unless he or she
shall survive the Participant.

7.2.3 Any designation of a Beneficiary  incorporated into an Annuity Contract or
insurance  contract  shall be governed by the terms of such Annuity  Contract or
insurance  contract.  Any other  designation of a Beneficiary must be filed with
the  Administrator,  in a time and manner designated by such  Administrator,  in
order to be effective.  Any such  designation of a Beneficiary may be revoked by
filing  a  later   designation   or  an  instrument   of  revocation   with  the
Administrator, in a time and manner designated by the Administrator.

7.2.4 Effective after December 31, 1984, a married Participant whose designation
of a  Beneficiary  is  someone  other  than  his  or  her  Spouse,  including  a
Beneficiary referred to in the first sentence of Section 7.2.3, or the change of
any such Beneficiary to a new Beneficiary other than the  Participant's  Spouse,
shall not be valid unless made in writing and consented to by the  Participant's
Spouse in such terms and in such a manner as would be  comparable to the consent
provided for a waiver of the Qualified Joint and Survivor Annuity.  The Spouse's
consent  to such  designation  must be made in the manner  described  in Section
6.2.4.

7.2.5    Notwithstanding any other provision of the Plan to the contrary:

         (A) If the Participant dies after his or her Benefit Commencement Date,
but before distribution of his or her benefit has been completed,  the remaining
portion of such  benefit  may  continue in the form and over the period in which
the distributions  were being made, but in any event must continue to be made at
least as  rapidly as under the  method of  distribution  being used prior to the
Participant's death.
<PAGE>

         (B) If the  Participant  dies leaving a Surviving  Spouse before his or
her Benefit Commencement Date, the Participant's benefit shall be payable to the
Participant's  Surviving  Spouse in the form of an  annuity  for the life of the
Surviving  Spouse.  The  preceding  sentence  shall not apply if, within 90 days
following the date the Administrator is notified of the Participant's death, his
or her Surviving  Spouse  elects,  by written notice to the  Administrator,  any
other form of benefit payment  specified in Section 6.1.1, or the such Surviving
Spouse  has  already  consented  in a manner  described  in  Section  6.2.4 to a
distribution to an alternate Beneficiary  designated by the Participant.  If the
Plan is a profit-sharing plan which meets the requirements of Section 6.1.2, the
Surviving Spouse shall receive his or her distribution in the form of a lump-sum
unless she or he elects within 90 days following the date the  Administrator  is
notified of the Participant's death, any other form of benefit payment specified
in Section 6.1.1, or the Participant's Surviving Spouse has already consented in
a  manner  described  in  Section  6.2.4  to  a  distribution  to  an  alternate
Beneficiary  designated  by the  Participant.  If the  Participant's  benefit is
$3,500 or less,  distribution  shall be made in the form of a lump-sum comprised
of the  assets  in the  Account  immediately  prior to the  distribution  if the
Account consists of Participant-Directed Assets. If the Account does not consist
of  Participant-Directed  Assets,  the  distribution  shall be in  cash.  If the
Participant's benefit is distributable in the form of an annuity for the life of
the  Surviving  Spouse,  the  Surviving  Spouse  may elect to have such  annuity
distributed immediately.

         (C) If the  Participant  dies  before his or her  Benefit  Commencement
Date, the distribution of the  Participant's  entire interest shall be completed
by December 31 of the calendar  year  containing  the fifth  anniversary  of the
Participant's  death  except  to the  extent  that  an  election  is made by the
designated  Beneficiary involved to receive distributions in accordance with (i)
or (ii) of this subsection (C) below:

                  (i)......if  any  portion  of the  Participant's  interest  is
payable to a designated  Beneficiary who is an individual,  distributions may be
made in substantially  equal  installments over the life or Life Expectancy,  as
defined in Section  5.11.1(D),  of the designated  Beneficiary  commencing on or
before December 31 of the calendar year immediately  following the calendar year
of the Participant's death;

                  (ii).....if  the designated  Beneficiary is the  Participant's
Surviving  Spouse,  the date  distributions  are required to begin in accordance
with (i) of this  subsection (C) shall not be earlier than the later of December
31 of the  calendar  year in which the  Participant  died and December 31 of the
calendar year in which the Participant would have attained age 65; and

                  (iii)....if  the Surviving  Spouse dies before  payments begin
subsequent  distributions  shall be made as if the Surviving Spouse had been the
Participant.

         (D) For purposes of this Section 7.2.5, distribution of a Participant's
interest is considered to begin on the Participant's Required Beginning Date, as
defined  in  Section  5.11.1(E).  If  distribution  in the  form  of an  annuity
irrevocably  commences to the Participant  before such Required  Beginning Date,
the date distribution is considered to begin is the date  distribution  actually
commences.
<PAGE>

         (E) For purposes of this Section  7.2.5,  any amount paid to a child of
the  Participant  will be  treated  as if it had been paid to the  Participant's
Surviving Spouse if the amount becomes payable to such Surviving Spouse when the
child reaches the age of majority.

         (F) If the  Participant  has not  made  an  election  pursuant  to this
Section  7.2.5 by the time of his or her  death,  the  Participant's  designated
Beneficiary  must elect the method of  distribution no later than the earlier of
(i) December 31 of the calendar year in which distributions would be required to
begin under this Section or (ii) December 31 of the calendar year which contains
the  fifth  anniversary  of  the  date  of  death  of  the  Participant.  If the
Participant has no 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.

7.3      LIFE INSURANCE.
         --------------

7.3.1  With the  consent  of the  Administrator  and  upon  such  notice  as the
Administrator may require, a Participant may direct that a portion of his or her
Account be used to pay  premiums on life  insurance on the  Participant's  life;
provided,  however,  that  (a) the  aggregate  premiums  paid on  ordinary  life
insurance must be less than 50% of the aggregate  contributions allocated to the
Participant's  Employer  Accounts,  (b) the aggregate  premiums paid on the term
life insurance contracts,  universal life insurance contracts and all other life
insurance  contracts which are not ordinary life insurance may not exceed 25% of
the aggregate contributions allocated to the Participant's Employer Account, and
(c) the sum of one-half of the premiums paid on ordinary life  insurance and the
total of all other life  insurance  premiums may not exceed 25% of the aggregate
contributions allocated to the Employer Account of the Participant. For purposes
of these limitations,  ordinary life insurance contracts are contracts with both
non-decreasing death benefits and non-increasing premiums.

7.3.2 The Trustee shall be the owner of each life insurance  contract  purchased
under this Section 7.3 and the proceeds of each such  contract  shall be payable
to the Trustee,  provided that all benefits,  rights and  privileges  under each
contract on the life of a Participant  which are available while the Participant
is living shall be exercised by the Trustee only upon and in accordance with the
written  instructions of the Participant.  The proceeds of all such insurance on
the life of a Participant shall be paid over by the Trustee to the Participant's
Beneficiary in accordance  with this Article VII. Under no  circumstances  shall
the Trustee retain any part of the proceeds.

7.3.3 Any  dividends or credits  earned on a life  insurance  contract  shall be
applied when received in reduction of any premiums  thereon,  or, if no premiums
are due, applied to increase the proceeds of the insurance contract.

7.3.4 If a Participant is found by the  Administrator  to be insurable only at a
substandard premium rate, the policy shall provide a reduced death benefit using
the same premium as would be required if the  Participant  were a standard risk,
the amount of the death benefit being  determined in accordance  with the amount
of the rating.


<PAGE>

7.3.5 The cash surrender  value of an insurance  contract to the extent deriving
from  Employer  or  Participant  contributions,   if  any,  shall  be  included,
respectively, in the Account Balance of the Account from which the premiums were
paid.  Any  death  benefits  under an  insurance  contract  payable  before  the
Participant's termination of Employment will be paid to the Trustee for addition
to the relevant  Account of the Participant for  distribution in accordance with
Section 7.1.

7.3.6 Any other provisions herein to the contrary notwithstanding,  the purchase
of life insurance for any  Participant  shall be subject to such minimum premium
requirements as the Trustee may determine from time to time.

7.3.7 Premiums on life insurance contracts on a Participant's life shall be paid
by the Trustee, unless directed otherwise by the Participant, first from cash in
the Participant's Employer Accounts to the extent thereof, and then from cash in
the  Participant's  Participant  Contributions  Accounts,  if any, to the extent
thereof.  If there is  insufficient  cash in either Account to pay premiums due,
the Trustee shall notify the Participant of this fact. If the  Participant  does
not thereafter  instruct the Trustee to sell sufficient  assets in an Account of
the Participant to pay premiums due on a timely basis,  the Trustee shall not be
obligated to take any further action with respect to any life insurance contract
on the Participant's life, whether as regards continuing  insurance on a paid-up
basis, effecting a reduction of the insurance in force, or otherwise,  except at
the direction of the Participant.

7.3.8  Prior  to such  time as a  Participant  becomes  entitled  to  receive  a
distribution  of any  benefits  under  this Plan for any  reason  other than the
Participant's death, the Trustee shall, pursuant to the written direction of the
Participant  delivered  to the  Administrator  within  such period of time as is
acceptable to the Administrator,  either convert all life insurance contracts on
the  Participant's  life into cash or an annuity  to  provide  current or future
retirement  income  to  the  Participant  or  distribute  the  contracts  to the
Participant as a part of a benefit distribution; provided, however, that:

         (A) the contracts shall not be distributed  unless,  if the Participant
is married at the time the  distribution of the contracts is to be made, and the
Plan is a money purchase pension plan, a target benefit plan or a profit-sharing
plan to which Section  6.1.2 does not apply,  the  Participant's  Spouse at that
time consents to a distribution in the manner prescribed by Section 6.2.4; and

         (B) if the  cash  value  of any  contracts  at  the  time  they  become
distributable to a Participant exceeds a Participant's vested interest in his or
her Employer Accounts at that time, the Participant shall be entitled to receive
a  distribution  of such contracts  only if the  Participant  promptly pays such
excess in cash to the Trust Fund.

Life  insurance  contracts  on a  Participant's  life shall not  continue  to be
maintained under the Plan following the Participant's  termination of Employment
or after Employer contributions have ceased.

If a  Participant  on whose life an  insurance  contract is held does not make a
timely and proper direction regarding the contract under this Section 7.3.8, the
Participant shall be deemed to have directed that the contract be converted into
cash to be distributed in the manner in which the Participant's benefit is to be
distributed.
<PAGE>

7.3.9 Anything contained herein to the contrary notwithstanding, in the event of
any  conflict  between  the  terms of the Plan  and the  terms of any  insurance
contract  purchased  under this Section 7.3,  the  provisions  of the Plan shall
control.

                                  ARTICLE VIII

                                   FIDUCIARIES

8.1      NAMED FIDUCIARIES.
         -----------------

8.1.1 The  Administrator  shall be a "named fiduciary" of the Plan, as that term
is defined in ERISA Section 402(a)(2),  with authority to control and manage the
operation and  administration  of the Plan,  other than  authority to manage and
control Plan assets.  The Administrator  shall also be the  "administrator"  and
"plan  administrator"  with  respect to the Plan,  as those terms are defined in
ERISA Section 3(16)(A) and in Code Section 414(g), respectively.

8.1.2 The Trustee, or Investment  Committee if appointed by the Employer,  shall
be a "named  fiduciary"  of the Plan,  as that term is defined in ERISA  Section
402(a)(2),  with  authority  to manage and  control all Trust Fund assets and to
select an  Investment  Manager or  Investment  Managers.  If Merrill Lynch Trust
Company is the Trustee,  it shall be a nondiscretionary  trustee;  an Investment
Committee shall be appointed and shall be the Employer, who may also remove such
Investment  Committee;   and  the  Investment  Committee  shall  be  the  "named
fiduciary" with respect to Trust Fund assets.  Anything in this Section 8.1.2 to
the contrary notwithstanding,  with respect to Participant-Directed  Assets, the
Participant  or  Beneficiary  having the power to direct the  investment of such
assets shall be the "named fiduciary" with respect thereto.

8.1.3 The Trustee, or Investment  Committee if appointed by the Employer,  shall
have the power to make and deal with any  investment of the Trust Fund permitted
in  Section  10.4,  except  Participant-Directed  Assets or assets  for which an
Investment  Manager has such power,  in any manner which it deems  advisable and
shall also:

         (A) establish and carry out a funding policy and method consistent with
the objectives of the Plan and the requirements of ERISA;

         (B) have the power to select Annuity Contracts, if applicable;

         (C) have the  power  to  determine,  if  applicable,  what  investments
specified in Section 10.4,  including,  without  limitation,  Qualified Employer
Securities  and  regulated   investment   company   shares,   are  available  as
Participant-Directed Assets; and

         (D) have all the  rights,  powers,  duties and  obligations  granted or
imposed upon it elsewhere in the Plan.
<PAGE>

8.2      EMPLOYMENT OF ADVISERS.
         ----------------------

A "named  fiduciary,"  with  respect to the Plan (as  defined  in ERISA  Section
402(a)(2)) and any  "fiduciary"  (as defined in ERISA Section 3(4)) appointed by
such a "named  fiduciary,"  may employ one or more persons to render advice with
regard to any  responsibility of such "named fiduciary" or "fiduciary" under the
Plan.

8.3      MULTIPLE FIDUCIARY CAPACITIES.
         -----------------------------

Any "named  fiduciary"  with  respect to the Plan (as  defined in ERISA  Section
402(a)(2))  and any other  "fiduciary"  (as defined in ERISA  Section 3(4)) with
respect to the Plan may some in more than one fiduciary capacity.

8.4      INDEMNIFICATION.
         ---------------

To the extent not  prohibited  by state or federal law, the Employer  agrees to,
and shall  indemnify and save harmless,  as the case may be, each  Administrator
(if a person other than the Employer),  Trustee, Investment Committee and/or any
Employee,  officer or director of the Employer, or an Affiliate, from all claims
for liability, loss, damage or expense (including payment of reasonable expenses
in  connection  with the defense  against any such claim)  which result from any
exercise or failure to exercise any of the indemnified person's responsibilities
with respect to the Plan, other than by reason of gross negligence.

8.5      PAYMENT OF EXPENSES.
         -------------------

8.5.1  All  Plan  expenses,  including  without  limitation,  expenses  and fees
(including  fees for legal  services  rendered  and fees to the  Trustee) of the
Sponsor, Administrator,  Investment Manager, Trustee, and any insurance company,
shall be charged against and withdrawn from the Trust Fund;  provided,  however,
the  Employer may pay any of such  expenses or reimburse  the Trust Fund for any
payment.

8.5.2 All  transactional  costs or  charges  imposed  or  incurred  (if any) for
Participant-Directed  Assets  shall be charged to the  Account of the  directing
Participant or Beneficiary.  Transactional costs and charges shall include,  but
shall not be limited  to,  charges  for the  acquisition  or sale or exchange of
Participant-Directed   Assets,   brokerage  commissions,   service  charges  and
professional fees.

8.5.3 Any taxes which may be imposed upon the Trust Fund or the income therefrom
shall be deducted from and charged against the Trust Fund.

                                   ARTICLE IX

                               PLAN ADMINISTRATION

9.1      THE ADMINISTRATOR.
         -----------------

9.1.1 The  Employer may appoint one or more  persons as  Administrator,  who may
also  be  removed  by  the   Employer.   If  any   individual  is  appointed  as
Administrator,  and  the  individual  is an  Employee,  the  individual  will be
considered to have resigned as Administrator if he or she terminates  Employment
and at least one other  person  continues to serve as  Administrator.  Employees
shall  receive  no   compensation   for  their   services   rendered  to  or  as
Administrator.
<PAGE>

9.1.2 If more than one person is designated as Administrator,  the Administrator
shall act by a majority of its members at the time in office and such action may
be taken either by a vote at a meeting or in writing without a meeting. However,
if less than three members are appointed, the Administrators shall act only upon
the unanimous consent of its members. An Administrator who is also a Participant
shall not vote or act upon any matter  relating  to himself or  herself,  unless
such person is the sole Administrator.

9.1.3 The  Administrator  may  authorize  in writing  any person to execute  any
document or documents on the Administrator's  behalf, and any interested person,
upon  receipt of notice of such  authorization  directed  to it, may  thereafter
accept and rely upon any document  executed by such authorized  person until the
Administrator  shall deliver to such interested  person a written  revocation of
such authorization.

9.2      POWERS AND DUTIES OF THE ADMINISTRATOR.
         --------------------------------------

9.2.1  The  Administrator  shall  have  the  power to  construe  the Plan and to
determine all questions of fact or interpretation that may arise thereunder, and
any such  construction or determination  shall be conclusively  binding upon all
persons interested in the Plan.

9.2.2 The  Administrator  shall  have the  power to  promulgate  such  rules and
procedures, to maintain or cause to be maintained such records and to issue such
forms as it shall deem necessary and proper for the administration of the Plan.

9.2.3 Subject to the terms of the Plan, the  Administrator  shall  determine the
time and manner in which an  elections  authorized  by the Plan shall be made or
revoked.

9.2.4  The  Administrator  shall  have  all  the  rights,   powers,  duties  and
obligations granted to or imposed upon it elsewhere in the Plan.

9.2.5 The Administrator shall exercise all of its  responsibilities in a uniform
and nondiscriminatory manner.

9.3      DELEGATION OF RESPONSIBILITY.
         ----------------------------

The  Administrator  may designate  persons,  including persons other than "named
fiduciaries" (as defined in ERISA Section  402(a)(2)) to carry out the specified
responsibilities  of the  Administrator  and shall not be liable  for any act or
omission of a person so designated.
<PAGE>

                                    ARTICLE X

                        TRUSTEE AND INVESTMENT COMMITTEE

10.1     APPOINTMENT OF TRUSTEE AND INVESTMENT COMMITTEE.
         -----------------------------------------------

10.1.1 The  Employer  shall  appoint one or more  persons as a Trustee who shall
serve as such for all or a portion of the Trust Fund.  By executing the Adoption
Agreement:  (i) the Employer represents that all necessary action has been taken
for the  appointment  of the  Trustee;  (ii) the  Trustee  acknowledges  that it
accepts such  appointment;  and (iii) both the Employer and the Trustee agree to
act in accordance with the Trust provisions contained in this Article X.

10.1.2 An Employee  appointed as Trustee or to the  Investment  Committee  shall
receive no  compensation  for  services  rendered in such  capacity  and will be
considered to have resigned if he or she terminates  Employment and at least one
other person continues to act as Trustee or as the Investment Committee,  as the
case may be. If Merrill Lynch Trust Company is the Trustee,  the Employer  shall
appoint an  Investment  Committee  and Merrill  Lynch Trust  Company  shall be a
nondiscretionary trustee.

10.1.3 If more than one  person is acting as the  Trustee,  or as an  Investment
Committee, such Trustee, or Investment Committee, shall act by a majority of the
persons at the time so acting and such action may be taken either by a vote at a
meeting or in writing without a meeting. If less than three members are serving,
the Trustee, or Investment Committee,  shall act only upon the unanimous consent
of those serving.

The Trustee,  or  Investment  Committee,  may authorize in writing any person to
execute any document or documents on its behalf, and any interested person, upon
receipt of notice of such  authorization  directed to it, may thereafter  accept
and rely upon any document executed by such authorized person until the Trustee,
or  Investment  Committee,  shall  deliver to such  interested  person a written
revocation of such authorization.

10.2     THE TRUST FUND.
         --------------

The Trustee shall receive such sums of money or other property acceptable to the
Trustee  which shall from time to time be paid or delivered to the Trustee under
the Plan.  The  Trustee  shall hold in the Trust Fund all such  assets,  without
distinction  between principal and income,  together with all property purchased
therewith  and the proceeds  thereof and the earnings  and income  thereon.  The
Trustee  shall  not be  responsible  for,  or  have  any  duty to  enforce,  the
collection of any  contributions  or assets to be paid or  transferred to it, or
for verifying  whether  contributions or transfers to it are allowable under the
Plan, nor shall the Trustee be responsible for the adequacy of the Trust Fund to
meet or discharge liabilities under the Plan.

10.2.1 The  Trustee  shall  receive in cash or other  assets  acceptable  to the
Trustee,  so  long  as such  assets  received  do not  constitute  a  prohibited
transaction, all contributions paid or delivered to it which are allocable under
the Plan and to the Trust Fund and all  transfers  paid or  delivered  under the
Plan to the Trust Fund from a predecessor  trustee or another trust (including a
trust  forming  part of  another  plan  qualified  under  Code  Section  401(a);
provided,  however,  that the Trustee shall not be obligated to receive any such
contribution  or transfer unless prior thereto or coincident  therewith,  as the
Trustee may specify, the Trustee has received such  reconciliation,  allocation,
investment or other information concerning,  or such direction,  contribution or
representation  with  respect  to, the  contribution  or  transfer or the source
thereof as the Trustee may require.  The Trustee shall have no duty or authority
to (a) require any  contributions  or  transfers to be made under the Plan or to
the Trustee,  (b) compute any amount to be contributed or transferred  under the
Plan to the Trustee,  or (c) determine  whether amounts  received by the Trustee
comply with the Plan.
<PAGE>

10.2.2 The Trust Fund shall consist of all money and other property  received by
the Trustee  pursuant to Section  10.2,  increased  by any income or gains on or
increment  in such  assets and  decreased  by any  investment  loss or  expense,
benefit or disbursement paid pursuant to the Plan.

10.3     RELATIONSHIP WITH ADMINISTRATOR.
         -------------------------------

10.3.1  Neither the Trustee,  nor the  Investment  Committee,  if any,  shall be
responsible in any respect for the administration of the Plan. Payments of money
or property from the Trust Fund shall be made by the Trustee upon direction from
the Administrator or its designee.  Payments by the Trustee shall be transmitted
to the  Administrator  or its designee  for delivery to the proper  payees or to
payee addresses supplied by the Administrator or its designee, and the Trustee's
obligation to make such payments shall be satisfied upon such  transmittal.  The
Trustee shall have no  obligation to determine the identity of persons  entitled
to payments under the Plan or their addresses.

10.3.2  Directions from or on behalf of the  Administrator or its designee shall
be communicated  to the Trustee or the Trustee's  designee for that purpose only
in a manner and in accordance  with  procedures  acceptable to the Trustee.  The
Trustee's  designee  shall not,  however,  be empowered  to  implement  any such
directions except in accordance with procedures  acceptable to the Trustee.  The
Trustee shall have no liability for following any such  directions or failing to
act in the absence of any such  directions.  The Trustee shall have no liability
for the acts or omissions of any person  making or failing to make any direction
under the Plan or the provisions of this Article X nor any duty or obligation to
review any such direction, act or omission.

10.3.3 If a dispute  arises over the propriety of the Trustee making any payment
from the Trust Fund,  the Trustee may withhold the payment until the dispute has
been resolved by a court of competent  jurisdiction or settled by the parties to
the dispute.  The Trustee may consult legal counsel and shall be fully protected
in acting upon the advice of counsel.

10.4     INVESTMENT OF ASSETS.
         --------------------

10.4.1 Except as provided in Section 10.4.2, investments of the Trust Fund shall
be  made  in  the  following,   but  only  if  compatible   with  the  Sponsor's
administrative and operational requirement and framework:

         (A) shares of any regulated  investment  company managed in whole or in
part by the Sponsor or any affiliate of the Sponsor;
<PAGE>

         (B) any property  purchased through the Sponsor or any affiliate of the
Sponsor,  whether or not  productive of income or consisting of wasting  assets,
including,  without  limitation  by  specification,  governmental,  corporate or
personal  obligations,  trust and participation  certificates,  leaseholds,  fee
titles,  mortgages and other  interests in realty,  preferred and common stocks,
convertible  stocks and securities,  shares of regulated  investment  companies,
certificates of deposit,  put and call options and other option contracts of any
type,  foreign  or  domestic,  whether or not  traded on any  exchange,  futures
contracts and options on futures  contracts traded on or subject to the rules of
an exchange  which has been  designated  as a contract  market by the  Commodity
Futures Trading  Commission,  an independent U.S.  government agency,  contracts
relating to the lending of property,  evidences of  indebtedness or ownership in
foreign   corporations  or  other   enterprises,   or  indebtedness  of  foreign
governments,   group  trust  participations,   limited  or  general  partnership
interests,  insurance  contracts,  annuity  contracts,  any other  evidences  of
indebtedness  or ownership  including oil,  mineral or gas  properties,  royalty
interests or rights (including equipment pertaining thereto); and

         (C)  Qualifying  Employer  Securities  or  "qualifying   employer  real
properties"  (as that term is  defined  in ERISA  Section  407(d) to the  extent
permitted in Section 10.4.3).

10.4.2  (A) Up to  25% or  with  the  written  consent  of  the  Sponsor  or its
representative,  an additional  percentage of each Plan Year's contributions may
be invested in property as specified  in Section  10.4.1(B)  acquired  through a
person other than the Sponsor or an affiliate of the Sponsor.

         (B) Except as permitted by Section 10.4.2 and except as may result from
a  Rollover  Contribution  or a trust to trust  transfer,  without  the  written
consent  of the  Sponsor or its  representative,  property  may not be  acquired
through a person  other  than the  Sponsor  or an  affiliate  of the  Sponsor if
following such  acquisitions  the value of the property so acquired would exceed
25% of the value of the Trust Fund.

10.4.3 In its sole discretion,  the Investment Committee, or Trustee if there is
no Investment Committee:

         (A)  may  permit  the  investment  of up to 10% of the  Trust  Fund  in
Qualifying Employer  Securities or "qualifying  employer real property" (as that
term is defined in ERISA  Section  407(d)),  to the extent  such  investment  is
compatible with the Sponsor's  administrative  and operational  requirements and
framework; and

         (B) may  determine,  subject to Section  10.4.2,  that a percentage  of
assets in excess of 10% of the Trust Fund may be invested in Qualifying Employer
Securities or "qualifying employer real property" by a profit-sharing plan.

10.4.4 This Plan will be recognized  as a Prototype  Plan by the Sponsor only by
complying with the provisions of this Section 10.4.

10.5 INVESTMENT DIRECTION,  PARTICIPANT-DIRECTED  ASSETS AND QUALIFYING EMPLOYER
     INVESTMENTS.
--------------------------------------------------------------------------------

10.5.1 The  Trustee,  or  Investment  Committee if  appointed,  shall manage the
investment  of the Trust Fund except  insofar as (a) an  Investment  Manager has
authority  to  manage  Trust  assets,  or (b)  Participant-Directed  Assets  are
permitted as specified in the Adoption  Agreement.  Except as required by ERISA,
if an Investment Committee is acting, the Trustee shall invest the Trust Fund as
directed by the Investment Committee,  an Investment Manager or a Participant or
Beneficiary,  as the case may be, and the  Trustee  shall have no  discretionary
control over, nor any other discretion  regarding the investment or reinvestment
of any asset of the  Trust  Participant-Directed  Assets  shall be  invested  in
accordance  with  the  direction  of the  Participant  or,  in the  event of the
Participant's  death  before an  Account is fully  paid out,  the  Participant's
Beneficiary  with  respect  to the  assets  involved;  provided,  however,  that
Participant-Directed Assets may not be invested in "collectibles" (as defined in
Code  Section  408(m)(2)).   If  there  are  Participant-Directed   Assets,  the
investment  of these  assets  shall be made in  accordance  with such  rules and
procedures  established by the  Administrator  which must be consistent with the
rules and procedures of the Sponsor or its affiliate, as the case may be.


<PAGE>

10.5.2 With respect to  Participant-Directed  Assets, neither the Administrator,
the Investment Committee nor the Trustee shall:

         (A) make any  investments  or dispose of any  investments  without  the
direction of the  Participant or Beneficiary  for whom the  Participant-Directed
Assets are  maintained,  except as  provided in Section 8.5 so as to pay fees or
expenses of the Plan;

         (B) be responsible for reviewing any investment  direction with respect
to  Participant-Directed  Assets or for  making  recommendations  on  acquiring,
retaining or disposing of any assets or otherwise regarding any assets;

         (C) have any duty to determine  whether any investment is an authorized
or proper one; or

         (D) be liable for following any investment direction or for any losses,
taxes or other consequences incurred as a consequence of investments selected by
any  Participant  or  Beneficiary  or for  holding  assets  uninvested  until it
receives proper instructions.

10.5.3 If Participant-Directed  Assets are permitted, a list of the Participants
and  Beneficiaries  and such  information  concerning  them as the  Trustee  may
specify  shall be provided by the Employer or the  Administrator  to the Trustee
and/or such person as are necessary for the  implementation of the directions in
accordance with the procedure acceptable to the Trustee.

10.5.4 It is understood  that the Trustee may,  from time to time,  have on hand
funds which are received as  contributions  or transfers to the Trust Fund which
are  awaiting  investment  or funds from the sale of Trust Fund assets which are
awaiting  reinvestment.  Absent  receipt by the Trustee of a direction  from the
proper  person for the  investment  or  reinvestment  of such funds or otherwise
prior to the  application of funds in  implementation  of such a direction,  the
Trustee  shall cause such funds to be  invested  in shares of such money  market
fund or other  short term  investment  vehicle  as the  Trustee,  or  Investment
Committee if appointed, may specify for this purpose from time to time. Any such
investment  fund may be sponsored,  managed or  distributed by the Sponsor or an
affiliate of the Sponsor.
<PAGE>

10.5.5  Directions for the investment or  reinvestment of Trust assets of a type
referred to in Section 10.4 from the Investment Committee, an Investment Manager
or a Participant or  Beneficiary,  as the case may be, shall, in a manner and in
accordance  with  procedures  acceptable to the Trustee,  be communicated to and
implemented by, as the case may be, the Trustee, the Trustee's designee or, with
the  Trustee's  consent  and  if  an  Investment   Committee  is  operating,   a
broker/dealer   designated  for  the  purpose  by  the   Investment   Committee.
Communication  of any such direction to such a designee or  broker/dealer  shall
conclusively  be deemed an  authorization  to the designee or  broker/dealer  to
implement the direction even though coming from a person other than the Trustee.
The Trustee shall have no liability for its or any other person's following such
directions or failing to act in the absence of any such directions.  The Trustee
shall have no liability  for the acts or omissions of any person  directing  the
investment or reinvestment of Trust Fund assets or making or falling to make any
direction referred to in Section 10.5.6.

10.5.6 The voting and other  rights in  securities  or other  assets held in the
Trust shall be exercised by the Trustee provided, however, that if an Investment
Committee is appointed,  the Trustee shall act as directed by such person who at
the time has the right to direct the investment or  reinvestment of the security
or other asset involved.

10.5.7  With  respect to any  Qualifying  Employer  Securities  allocated  to an
Account,  each Participant shall be entitled to direct the Trustee in writing as
to the manner in which Qualifying Employer Securities are to be voted.

10.5.8  With  respect to any  Qualifying  Employer  Securities  allocated  to an
Account,  each Participant shall be entitled to direct the Trustee in writing as
to the  manner  in  which to  respond  to a tender  or  exchange  offer or other
decisions with respect to the Qualifying Employer Securities.  The Administrator
shall utilize its best efforts to timely  distribute or cause to be  distributed
to each  Participant  such  information  received  from the  Trustee  as will be
distributed to  shareholders  of the Employer in connection with any such tender
or exchange  offer or other  similar  matter or any vote  referred to in Section
10.5.7.

10.5.9 If an Investment  Committee is appointed,  notwithstanding  any provision
hereof  to the  contrary,  in the event  the  person  with the right to direct a
voting or other  decision  with  respect to any  security,  Qualifying  Employer
Securities,  or other asset held in the Trust does not  communicate any decision
on the matter to the Trustee or the Trustee's designee by the time prescribed by
the  Trustee  or the  Trustee's  designee  for that  purpose  or if the  Trustee
notifies the Investment Committee,  if applicable,  either that it does not have
precise  information as to the securities,  Qualifying Employer  Securities,  or
other assets involved allocated on the applicable record date to the accounts of
all  Participants  and  Beneficiaries  or that time constraints make it unlikely
that Participant,  Beneficiary or Investment Manager direction,  as the case may
be, can be received on a timely basis, the decision shall be the  responsibility
of the Investment Committee and shall be communicated to the Trustee on a timely
basis.  In the event an  Investment  Committee  with any right under the Plan to
direct a voting or other  decision  with  respect  to any  security,  Qualifying
Employer Securities,  or other asset held in the Trust, does not communicate any
decision  on the matter to the  Trustee or the  Trustee's  designee  by the time
prescribed by the Trustee for that purpose,  the Trustee may, at the cost of the
Employer,  retain  an  Investment  Manager  with  full  discretion  to make  the
decision.  Except as  required  by ERISA,  the  Trustee  shall  (a)  follow  all
directions  above  referred  to in this  Section  and (b) shall  have no duty to
exercise  voting  or other  rights  relating  to any such  security,  Qualifying
Employer Security or other asset.


<PAGE>

10.5.10  The  Administrator  shall  establish,  or  cause to be  established,  a
procedure  acceptable to the Trustee for the timely dissemination to each person
entitled to direct the Trustee or its designee as to a voting or other  decision
called for  thereby  or  referred  to  therein of all proxy and other  materials
bearing on the decision.

10.5.11 Any person  authorized to direct the  investment of Trust assets may, if
the Trustee and the Investment Committee,  if applicable,  so permit, direct the
Trustee to invest such assets in a common or collective  trust maintained by the
Trustee for the investment of assets of qualified trusts under Section 401(a) of
the Code,  individual  retirement  accounts under Section 408(a) of the Code and
plans or  governmental  units  described in Section  818(a)(6) of the Code.  The
documents  governing any such common or collective  trust fund maintained by the
Trustee,  and in which Trust assets have been invested,  are hereby incorporated
into this Article X by reference.

10.6     VALUATION OF ACCOUNTS.
         ---------------------

10.6.1 A  Participant's  Accounts  shall be valued at fair market  value on each
Valuation  Date.  Subject to Section  10.6.2(A),  as of each Valuation Date, the
earnings  and losses and  expenses of the Trust Fund shall be  allocated to each
Participant  Account in the ratio that such Account  Balance in that category of
Accounts  bears to all  Account  Balances  in that  category.  With  respect  to
Participant-Directed  Assets,  the earnings  and losses and expenses  (including
transactional  expenses pursuant to Section 8.5.2) of such  Participant-Directed
Assets  shall be  allocated  to the Account of the  Participant  or  Beneficiary
having authority to direct the investment of the assets in his or her Account.

10.6.2 The Valuation Date with respect to any distributions (including,  without
limitation,  loan distributions and purchase of annuities) from any Account upon
the occurrence of a Benefit Commencement Date or otherwise, shall be:

         (A) with respect to  Participant-Directed  Assets, the date as of which
the Account distribution is made; and

         (B) with  respect  to other  assets,  the  Valuation  Date  immediately
preceding the Benefit Commencement Date, if applicable, or immediately preceding
the proposed date of any other distribution from an Account.

With respect to any contribution allocable to an Account which has not been made
as of a Valuation Date determined pursuant to this Section 10.6.2, the principal
amount of such contribution distributable because of the occurrence of a Benefit
Commencement  Date shall be distributed  as soon as  practicable  after the date
paid to the Trust Fund.

10.6.3  The  assets  of the  Trust  shall  be  valued  at fair  market  value as
determined by the Trustee based upon such sources of  information as it may deem
reliable,  including,  but not limited to, stock market quotations,  statistical
evaluation services, newspapers of general circulation,  financial publications,
advice from  investment  counselors or brokerage  firms,  or any  combination of
sources.  The reasonable costs incurred in establishing values of the Trust Fund
shall be a charge against the Trust Fund, unless paid by the Employer.


<PAGE>

When the  Trustee  is unable to arrive at a value  based upon  information  from
independent   sources,   it  may  rely  upon   information  from  the  Employer,
Administrator,  Investment Committee, appraisers or other sources, and shall not
incur any  liability  for  inaccurate  valuation  based in good  faith upon such
information.

10.7     INSURANCE CONTRACTS.
         -------------------

The Trustee, if an Investment Committee is not appointed,  Investment Committee,
or Participant or Beneficiary with respect to  Participant-Directed  Assets, may
appoint one or more  insurance  companies  to hold assets of the Plan,  and many
direct,  subject to Section 7.3, the purchase of insurance contracts or policies
from one or more  insurance  companies  with  assets  of the Plan.  Neither  the
Investment  Committee,  Trustee  nor the  Administrator  shall be liable for the
validity of any such contract or policy, the failure of any insurance company to
make any  payments  or for any act or  omission  of an  insurance  company  with
respect to any duties delegated to any insurance company.

10.8     THE INVESTMENT MANAGER.
         ----------------------

10.8.1 The Trustee,  if an  Investment  Committee is not  appointed,  Investment
Committee,    or   the    Participant   or    Beneficiary    with   respect   to
Participant-Directed  Assets,  may, by an instrument in writing,  appoint one or
more  Investment  Managers,  who may be an affiliate of the Merrill  Lynch Trust
Company,  to direct the Trustee in the investment of all or a specified  portion
of the  assets of the Trust in  property  specified  in Section  10.4.  Any such
Investment Manager shall be directed by the Trustee, if an Investment  Committee
is not appointed, Investment Committee,  Participant or Beneficiary, as the case
may be, to act in accordance with the procedures  referred to in Section 10.5.5.
If  appointed,  the  Investment  Committee  shall  notify the Trustee in writing
before  the  effectiveness  of the  appointment  or  removal  of any  Investment
Manager.  If there is more than one  Investment  Manager  whose  appointment  is
effective  under the Plan at any one  time,  the  Trustee  shall,  upon  written
instructions  from  the  Investment   Committee,   Participant  or  Beneficiary,
establish separate funds for control by each such Investment Manager.  The funds
shall consist of those Trust Fund assets designated by the Investment Committee,
Participant or Beneficiary.

10.8.2   Each person appointed as an Investment Manager shall be:

         (A) an investment adviser registered under the Investment  Advisers Act
of 1940,

         (B) a bank as defined in that Act, or

         (C) an insurance company qualified to manage, acquire or dispose of any
asset of the Plan under the laws of more than one state.

10.8.3  Each  Investment  Manager  shall  acknowledge  in  writing  that it is a
"fiduciary"  (as defined in ERISA Section  3(21)) with respect to the Plan.  The
Trustee, or the Investment Committee if appointed, shall enter into an agreement
with each  Investment  Manager  specifying the duties and  compensation  of such
Investment  Manager  and  the  other  terms  and  conditions  under  which  such
Investment  Manager  shall be retained.  Neither the Trustee nor the  Investment
Committee,  if  appointed,  shall  be  liable  for  any act or  omission  of any
Investment  Manager  and shall not be liable  for  following  the  advice of any
Investment  Manager  with  respect to any  duties  delegated  to any  Investment
Manager.
<PAGE>

10.8.4 The Trustee, or Investment Committee if appointed,  or the Participant or
Beneficiary,  if applicable with respect to  Participant-Directed  Assets, shall
have the power to  determine  the  amount of Trust  Fund  assets to be  invested
pursuant  to  the  direction  of a  designated  Investment  Manager  and  to set
investment objectives and guidelines for the Investment Manager.

10.8.5  Second Trust Fund.  The Employer may appoint a second  trustee under the
Plan with  respect to assets which the Employer  desires to  contribute  or have
transferred  to the Trust Fund,  but which the other  Trustee does not choose to
accept;  provided,  however, that if a Merrill Lynch Trust Company is a Trustee,
its consent (which consent may be evidenced by its acceptance of its appointment
as Trustee) shall be required.  In the event and upon the  effectiveness  of the
acceptance of the second Trustee's appointment,  the Employer shall be deemed to
have  created two trust funds under the Plan,  each with its own  Trustee,  each
governed  separately by this Article X. Each Trustee  under such an  arrangement
shall, however, discharge its duties and responsibilities solely with respect to
those assets of the Trust  delivered into its possession and except  pursuant to
ERISA,  shall have no duties,  responsibilities  or obligations  with respect to
property of the other Trust nor any  liability  for the acts or omissions of the
other  Trustee.  As a condition  to its consent to the  appointment  of a second
trustee,  the  Merrill  Lynch Trust  Company  shall  assure that  recordkeeping,
distribution  and reporting  procedures are  established on a coordinated  basis
between it and the second trustee as considered  necessary or  appropriate  with
respect to the Trusts.

10.9     POWERS OF TRUSTEE.
         -----------------

10.9.1 At the  direction  of the  person  authorized  to direct  such  action as
referred to in Section  10.5.1,  but limited to those  assets or  categories  of
assets  acceptable  to the Trustee as referred to in Section 10.4, or at its own
discretion  if no such person is so  authorized,  the Trustee,  or the Trustee's
designee or a broker/dealer as referred to in Section 10.5.5,  is authorized and
empowered:

         (A) To invest and  reinvest  the Trust Fund,  together  with the income
therefrom, in assets specified in Section 10.4;

         (B) To  deposit or invest all or any part of the assets of the Trust in
savings  accounts  or  certificates  of deposit or other  deposits  in a bank or
savings and loan  association  or other  depository  institution,  including the
Trustee or any of its  affiliates,  provided  with respect to such deposits with
the Trustee or an affiliate the deposits bear a reasonable interest rate;

         (C) To hold, manage,  improve, repair and control all property, real or
personal,  forming part of the Trust Fund; to sell, convey, transfer,  exchange,
partition, lease for any term, even extending beyond the duration of this Trust,
and otherwise dispose of the same from time to time;

         (D)  To  have,  respecting  securities,  all  the  rights,  powers  and
privileges of an owner, including the power to give proxies, pay assessments and
other sums deemed by the Trustee necessary for the protection of the Trust Fund;
to vote any corporate stock either in person or by proxy,  with or without power
of  substitution,  for any purpose;  to participate  in voting  trusts,  pooling
agreements,   foreclosures,   reorganizations,   consolidations,   mergers   and
liquidations, and in connection therewith to deposit securities with or transfer
title  to  any  protective  or  other  committee;  to  exercise  or  sell  stock
subscriptions or conversion rights; and, regardless of any limitation  elsewhere
in this instrument  relative to investments by the Trustee, to accept and retain
as an investment any securities or other property  received through the exercise
of any of the foregoing powers;
<PAGE>

         (E)  Subject  to  Section  10.5.4  hereof,  to  hold in  cash,  without
liability for  interest,  such portion of the Trust Fund which it is directed to
so hold pending  investments,  or payment of expenses,  or the  distribution  of
benefits;

         (F) To take such  actions as may be  necessary  or desirable to protect
the Trust from loss due to the default on mortgages held in the Trust  including
the  appointment of agents or trustees in such other  jurisdictions  as may seem
desirable,  to transfer  property to such agents or  trustees,  to grant to such
agents such powers as are  necessary or desirable to protect the Trust Fund,  to
direct such agent or trustee, or to delegate such power to direct, and to remove
such agent or trustee;

         (G) To settle, compromise or abandon all claims and demands in favor of
or against the Trust Fund;

         (H) To  invest  in any  common  or  collective  trust  fund of the type
referred to in Section 10.5.8 hereof maintained by the
Trustee;

         (I)  To  exercise  all of  the  further  rights,  powers,  options  and
privileges granted, provided for, or vested in trustees generally under the laws
of the State of New Jersey, so that the powers conferred upon the Trustee herein
shall not be in limitation  of any  authority  conferred by law, but shall be in
addition thereto;

         (J) To borrow  money from any source and to execute  promissory  notes,
mortgages  or other  obligations  and to pledge or mortgage  any trust assets as
security, subject to applicable requirements of the Code and ERISA; and

         (K) To maintain accounts at, execute transactions  through, and lend on
an adequately secured basis stocks,  bonds or other securities to, any brokerage
or other firm, including any firm which is an affiliate of the Trustee.

10.9.2 To the extent  necessary or which it deems  appropriate  to implement its
powers  under  Section  10.9.1 or  otherwise  to  fulfill  any of its duties and
responsibilities  as  trustee  of the Trust  Fund,  the  Trustee  shall have the
following additional powers and authority:

         (A) to register  securities,  or any other property,  in its name or in
the name of any nominee, including the name of any affiliate or the nominee name
designated by any affiliate, with or without indication of the capacity in which
property shall be held, or to hold  securities in bearer form and to deposit any
securities or other property in a depository or clearing corporation;
<PAGE>

         (B) to designate and engage the services of, and to delegate powers and
responsibilities  to,  such  agents,  representatives,   advisers,  counsel  and
accountants as the Trustee considers  necessary or appropriate,  any of whom may
be an  affiliate  of the  Trustee or a person who  renders  services  to such an
affiliate,  and, as a part of its expenses  under this Trust  Agreement,  to pay
their reasonable expenses and compensation;

         (C) to make,  execute  and  deliver,  as  Trustee,  any and all  deeds,
leases,  mortgages,  conveyances,  waivers,  releases  or other  instruments  in
writing  necessary or appropriate  for the  accomplishment  of any of the powers
listed in this Trust Agreement; and

         (D) generally to do all other acts which the Trustee deems necessary or
appropriate for the protection of the Trust Fund.

10.9.3 The  Trustee  shall have no duties or  responsibilities  other than those
specified in the Plan.

10.10    ACCOUNTING AND RECORDS.
         ----------------------

10.10.1 The Trustee shall  maintain or cause to be maintained  accurate  records
and  accounts of all Trust  transactions  and assets.  The records and  accounts
shall be  available  at  reasonable  times  during  normal  business  hours  for
inspection or audit by the Administrator, Investment Committee, if appointed, or
any person designated for the purpose by either of them.

10.10.2  Within 90 days  following  the close of each fiscal year of the Plan or
the effective  date of the removal or  resignation  of the Trustee,  the Trustee
shall  file  with the  Administrator  a  written  accounting  setting  forth all
transactions  since  the  end  of  the  period  covered  by  the  last  previous
accounting.  The  accounting  shall include a listing of the assets of the Trust
showing  the  value of such  assets at the close of the  period  covered  by the
accounting.  On direction of the  Administrator,  and if previously agreed to by
the Trustee,  the Trustee shall submit to the Administrator  interim valuations,
reports or other information pertaining to the Trust.

The  Administrator  may approve the accounting by written approval  delivered to
the Trustee or by failure to deliver written objections to the Trustee within 60
days after receipt of the accounting.  Any such approval shall be binding on the
Employer,  the  Administrator,  the  Investment  Committee  and,  to the  extent
permitted by ERISA, all other persons.

10.11    JUDICIAL SETTLEMENT OF ACCOUNTS.
         -------------------------------

The  Trustee  can  apply to a court of  competent  jurisdiction  at any time for
judicial  settlement  of  any  matter  involving  the  Plan  including  judicial
settlement of the Group Trustee's account.  If it does so, the Trustee must give
the Administrator the opportunity to participate in the court  proceedings,  but
the Trustee can also involve other  persons.  Any expenses the Trustee incurs in
legal proceedings  involving the Plan, including attorney's fees, are chargeable
to the Trust Fund as an administrative expense. Any judgment or decree which may
be entered in such a proceeding,  shall,  subject to the provision of ERISA,  be
conclusive upon all persons having or claiming to have any interest in the Trust
Fund or under any Plan.
<PAGE>

10.12    RESIGNATION AND REMOVAL OF TRUSTEE.
         ----------------------------------

10.12.1 The Trustee may resign at any time upon at least 30 days' written notice
to the Employer.

10.12.2  The  Employer  may remove the  Trustee  upon at least 30 days'  written
notice to the Trustee.

10.12.3 Upon resignation or removal of the Trustee, the Employer shall appoint a
successor  trustee.  Upon failure of the Employer to appoint,  or the failure of
the  effectiveness of the appointment by the Employer of, a successor trustee by
the effective date of the  resignation or removal,  the Trustee may apply to any
court of competent jurisdiction for the appointment of a successor.

Promptly  after  receipt by the  Trustee of notice of the  effectiveness  of the
appointment  of the  successor  trustee:  (a) the Trustee  shall  deliver to the
successor  trustee  such  records as may be  reasonably  requested to enable the
successor trustee to properly  administer the Trust Fund and all property of the
Trust after  deducting  therefrom such amounts as the Trustee deems necessary to
provide for  expenses,  taxes,  compensation  or other  amounts due to or by the
Trustee not paid by the Employer  prior to the  delivery;  and (b) except if the
second  Trustee is removed or resigns,  the Plan will no longer be  considered a
prototype plan.

10.12.4 Upon  resignation or removal of the Trustee,  the Trustee shall have the
right to a settlement  of its account,  which  settlement  shall be made, at the
Trustee's option,  either by an agreement of settlement  between the Trustee and
the Employer or by a judicial settlement in an action instituted by the Trustee.
The  Employer  shall bear the cost of any such  judicial  settlement,  including
reasonable attorneys fees.

10.12.5 The Trustee  shall not be obligated  to transfer  Trust assets until the
Trustee is provided  assurance by the Employer  satisfactory to the Trustee that
all fees and expenses reasonably anticipated will be paid.

10.12.6  Upon  settlement  of the account and  transfer of the Trust Fund to the
successor  trustee,  all rights and privileges  under the Trust  Agreement shall
vest in the  successor  trustee  and all  responsibility  and  liability  of the
Trustee with respect to the Trust and assets thereof shall,  except as otherwise
required by ERISA,  terminate  subject only to the requirement  that the Trustee
execute all  necessary  documents to transfer the Trust assets to the  successor
trustee.

10.13    GROUP TRUST.
         -----------

10.13.1 If elected by the Employer in the Adoption Agreement,  the Trustee shall
be the Trustee for this Plan and for each other  qualified plan specified in the
Adoption  Agreement;  provided,  however,  that such other  qualified plan is in
effect  pursuant  to an  Adoption  Agreement  under  this  Prototype  Plan.  Any
reference  to Trustee  and to the Trust Fund in this Plan shall mean the Trustee
as the trustee of a Group Trust  consisting of the assets of each such plan. The
Plan and each other qualified plan specified in the Adoption  Agreement shall be
deemed to join in and adopt  the  Trust as the  trust  for each  such  plan.  By
executing the Adoption Agreement,  the Trustee accepts designation as Trustee of
this Group Trust.
<PAGE>

10.13.2 The Trustee shall  establish and maintain  such  accounting  records for
each of the Plans as shall be  necessary  to reflect  the  interest in the Group
Trust  applicable  at any time or from time to time to each Plan. No part of the
corpus or income of the Group Trust  allocable to an individual Plan may be used
for or  diverted  to any  purposes  other  than  for the  exclusive  benefit  of
Participants and their  Beneficiaries  entitled to benefits under that Plan. The
allocable interest of a Plan in the Group Trust may not be assigned.

                                   ARTICLE XI

                          PLAN AMENDMENT OR TERMINATION

11.1     PROTOTYPE PLAN AMENDMENT.
         ------------------------

11.1.1 The mass submitter,  Merrill Lynch,  Pierce,  Fenner & Smith Incorporated
and any  successor  thereto,  may  amend  any part of the  Prototype  Plan.  For
purposes of sponsoring  organization  amendments,  the mass  submitter  shall be
recognized  as the  agent  of the  sponsoring  organization.  If the  sponsoring
organization  does not adopt the amendments made by the mass submitter,  it will
no longer be identical to or a minor modifier of the mass submitter plan.

11.1.2  An  Employer  shall  have the  right at any time,  by an  instrument  in
writing,  effective  retroactively  or  otherwise,  to (A)  change the choice of
options  in the  Adoption  Agreement,  in whole or in part;  (B) add  overriding
language in the Adoption  Agreement when such language is needed to satisfy Code
Section 415 or Code Section 416 because of the required  aggregation of multiple
plans;  and (C) add certain model  amendments  published by the Internal Revenue
Service which  specifically  provide that their adoption will not cause the Plan
to be treated as individually  designed. No such amendment,  however, shall have
any of the effects  specified in Section 11.2.1. If the adopting Employer amends
the Plan or nonelective  portions of the Adoption Agreement except as previously
provided,  it will no longer  participate  in the  Prototype  Plan,  but will be
considered to have an individually  designed plan for purposes of  qualification
under Code  Section  401(a).  In the event the  Employer  is  switching  from an
individually  designed plan or from one prototype plan to another, a list of the
Section "411(d)(6)  protected  benefits" that must be preserved may be attached,
and such a list would not be considered an amendment to the plan.

11.1.3 This Plan will be recognized  as a Prototype  Plan by the Sponsor only by
complying  with the  registration  requirements  as  specified  in the  Adoption
Agreement.

11.2     PLAN AMENDMENT.
         --------------

11.2.1 Except as provided in Section  11.2.2,  no amendment  pursuant to Section
11.1 shall:

         (A)  authorize  any part of the Trust Fund to be used for,  or diverted
to,  purposes  other than for the  exclusive  benefit of  Participants  or their
Beneficiaries;

         (B)  decrease  the accrued  benefits of any  Participant  or his or her
Beneficiary under the Plan; An amendment which has the effect of (1) eliminating
or reducing an Early Retirement  benefit or a  retirement-type  subsidy,  or (2)
eliminating  an  optional  form of benefit  payment,  with  respect to  benefits
attributable  to service  before  the  amendment  shall be  treated as  reducing
accrued  benefits.  In the  case of a  retirement-type  subsidy,  the  preceding
sentence  shall apply only with respect to a Participant  who satisfies  (either
before or after the amendment) the preamendment  conditions for the subsidy.  In
general, a retirement-type subsidy is a subsidy that continues after retirement,
but does not include a qualified disability benefit, a medical benefit, a social
security  supplement,  a death benefit  (including life  insurance),  or a plant
shutdown benefit (that does not continue after retirement age).
<PAGE>

         (C) reduce the vested percentage of any Participant  determined without
regard to such  amendment as of the later of the date such  amendment is adopted
or the date it becomes effective;

         (D) eliminate an optional form of benefit  distribution with respect to
benefits attributable to service before the amendment; or

         (E) change the vesting schedule, or in any way amend the Plan to either
directly  or  indirectly  affect  the  computation  of  a  Participant's  vested
percentage,  unless  each  Participant  having  not less than 3 years of Vesting
Service is  permitted  to elect,  within a  reasonable  period  specified by the
Administrator  after the adoption of such  amendment,  to have his or her vested
percentage computed without regard to such amendment.

For  Participants  who do not have at least one Hour of Service in any Plan Year
beginning  after December 31, 1988,  the preceding  sentence shall be applied by
substituting "5 Years of Vesting Service" for "3 Years of Vesting Service" where
such  language  appears.  The period during which the election may be made shall
commence with the date the amendment is adopted and shall end on the later of:

                  (i).....60 days after the amendment is adopted;

                  (ii)....60 days after the amendment becomes effective; or

                  (iii)...60 days after the Participant is issued written notice
by the Administrator.

11.2.2 Anything contained in this Section 11.2 to the contrary  notwithstanding,
a  Participant's  benefit  may be  reduced to the  extent  permitted  under Code
Section 412(c)(8).

11.3     RIGHT OF THE EMPLOYER TO TERMINATE PLAN.
         ---------------------------------------

11.3.1 The  Employer  intends and expects that from year to year it will be able
to and will deem it  advisable  to  continue  this  Plan in  effect  and to make
contributions as herein provided.  The Employer reserves the right,  however, to
terminate the Plan with respect to its Employees at any time by an instrument in
writing  delivered  to the  Administrator  and  the  Trustee,  or to  completely
discontinue its contributions thereto at any time.

11.3.2  The  Plan  will  also   terminate:   (A)  if  the  Employer  is  a  sole
proprietorship,  upon the death of the sole proprietor; (B) if the Employer is a
partnership,  upon  termination  of the  partnership;  (C) if  the  Employer  is
judicially  declared  bankrupt  or  insolvent;   (D)  upon  the  sale  or  other
disposition of all or  substantially  all of the assets of the business;  or (E)
upon any other termination of the business. Any successor to or purchaser of the
Employer's  trade or business,  after any event specified in the prior sentence,
may continue the Plan, in which case the successor or purchaser will  thereafter
be  considered  the  Employer  for  purposes of the Plan.  Such a  successor  or
purchaser shall execute an appropriate  Adoption Agreement if and when requested
by the Administrator.
<PAGE>

11.3.3  Anything  contained  herein  to  the  contrary  notwithstanding,  if the
Employer fails to attain or retain  qualification of the Plan under Code Section
401(a), the Plan will not participate in this Prototype Plan and will,  instead,
be considered an individually designed plan for purposes of such qualification.

11.4 EFFECT OF PARTIAL OR COMPLETE  TERMINATION  OR COMPLETE  DISCONTINUANCE  OF
     CONTRIBUTIONS.
--------------------------------------------------------------------------------

11.4.1  DETERMINATION  OF DATE OF COMPLETE OR PARTIAL  TERMINATION.  The date of
complete or partial  termination  shall be established by the  Administrator  in
accordance  with  the  directions  of the  Employer  (if then in  existence)  in
accordance with applicable law.

11.4.2   EFFECT OF TERMINATION.
         ---------------------

         (A) As of the date of a partial termination of the Plan:

                  (i)......the accrued benefit of each affected  Participant, to
the extent funded, shall become nonforfeitable;

                  (ii).....no affected Participant shall be granted credit based
on Hours of Service after such date;

                  (iii)....Compensation paid to affected Participants after such
date shall not be taken into account; and

                  (iv).....no contributions by affected Participants shall be
required or permitted.

         (B) As of the  date of the  complete  termination  of the  Plan or of a
complete discontinuance of contributions:

                  (i)......the accrued benefit of each affected Participant to
the extent funded, shall become nonforfeitable;

                  (ii).....no affected Participant shall be granted credit based
on Hours of Service after such date;

                  (iii)....Compensation paid after such date shall not be taken
into account;

                  (iv).....no contributions by affected Participants shall be
required or permitted;

                  (v)......no Eligible Employee shall become a Participant after
such date; and

                  (vi).....except  as may  otherwise  be required by  applicable
law, all  obligations of the Employer and  Participating  Affiliates to fund the
Plan shall terminate.
<PAGE>

         (C) All other  provisions  of the Plan  shall  remain in effect  unless
otherwise amended.

Upon the complete discontinuance of profit-sharing contributions under the Plan,
at the Employer's election,  either the Trust Fund shall continue to be held and
distributed  as if the Plan had not been  terminated  (in  which  case such Plan
shall  continue to be subject to all  requirements  under Title I of ERISA,  and
qualification  requirements  under the Code) or any and all assets  remaining in
the Trust Fund as of the date of such  termination or  discontinuance,  together
with any earnings  subsequently  accruing  thereon,  shall be distributed by the
Trustee to the Participants at the Administrator's  direction. Upon the complete
termination of the Plan,  the Trust Fund shall be  distributed  to  Participants
within  one year  after the date of  termination.  If the Plan does not offer an
annuity option (purchased from a commercial provider) and if the Employer or any
Affiliate does not maintain  another  Defined  Contribution  Plan (other than an
employee  stock  ownership  plan as defined  in Code  Section  4975(e)(7)),  the
Participant's benefit may, without the Participant's  consent, be distributed to
the  Participant.   However,   if  any  Affiliate   maintains   another  Defined
Contribution  Plan (other than an employee  stock  ownership  plan as defined in
Code Section 4975(e)(7)), then the Participant's Account(s) will be transferred,
without the Participant's consent, to the other plan if the Participant does not
consent to an immediate distribution.  Distributions shall be made in compliance
with the applicable provisions,  including restrictions, of Articles VI and VII.
The Trust Fund shall  continue in effect until all  distributions  therefrom are
complete.  Upon the  completion  of such  distributions,  the  Trustee  shall be
relieved  from all  further  liability  with  respect to all  amounts so paid or
distributed.

11.5     BANKRUPTCY.
         ----------

In the event that the Employer shall at any time be judicially declared bankrupt
or insolvent  without any  provisions  being made for the  continuation  of this
Plan,  the Plan shall be completely  terminated in accordance  with this Article
XI.

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

12.1     EXCLUSIVE BENEFIT OF PARTICIPANTS.
         ---------------------------------

Notwithstanding  anything in the Plan to the  contrary,  the Trust Fund shall be
held for the benefit of all  persons  who shall be entitled to receive  payments
under the Plan.  Subject to Section 3.10, it shall be prohibited at any time for
any part of the Trust Fund (other than such part as is required to pay expenses)
to be used for, or diverted to, purposes other than for the exclusive benefit of
Participants or their Beneficiaries.

12.2     PLAN NOT A CONTRACT OF EMPLOYMENT.
         ---------------------------------

The Plan is not a contract of  Employment,  and the terms of  Employment  of any
Employee  shall not be  affected  in any way by the Plan or related  instruments
except as specifically provided therein.
<PAGE>

12.3     ACTION BY EMPLOYER.
         ------------------

Any action by an Employer which is a corporation  shall be taken by the board of
directors of the corporation or any person or persons duly empowered to exercise
the  powers of the  corporation  with  respect  to the  Plan.  In the case of an
Employer which is a partnership, action shall be taken by any general partner of
the partnership,  and in the case of an Employer which is a sole proprietorship,
action shall be taken by the sole proprietor.

12.4     SOURCE OF BENEFITS.
         ------------------

Benefits  under the Plan shall be paid or  provided  for  solely  from the Trust
Fund, and neither the Employer,  any Participating  Affiliate,  the Trustee, the
Administrator,  nor any Investment Manager or insurance company shall assume any
liability under the Plan therefor.

12.5     BENEFITS NOT ASSIGNABLE.
         -----------------------

Benefits  provided  under  the Plan may not be  assigned  or  alienated,  either
voluntarily  or  involuntarily.  In the event that a Participant  or Beneficiary
becomes  individually liable with respect to any expenses listed in Section 8.5,
the provision of Section 401(a)(13) of the Code shall be applicable with respect
to  any  claim  the  Plan  may  have  against  the  Participant  or  Beneficiary
individually  with respect to such expenses.  The preceding  sentence shall also
apply to the  creation,  assignment  or  recognition  of a right to any  benefit
payable with respect to a Participant  pursuant to a "domestic  relations order"
(as  defined in Code  Section  414(p))  unless such order is  determined  by the
Administrator to be a "qualified  domestic  relations order" (as defined in Code
Section 414(p)) or, in the case of a "domestic  relations  order" entered before
January  1,  1985,  if either  payment  of  benefits  pursuant  to the order has
commenced as of that date or the Administrator  decides to treat such order as a
"qualified  domestic  relations order" within the meaning of Code Section 414(p)
even if it does not otherwise qualify as such.

12.6     DOMESTIC RELATIONS ORDERS.
         -------------------------

Any  other  provision  of  the  Plan  to  the  contrary   notwithstanding,   the
Administrator  shall have all powers  necessary with respect to the Plan for the
proper  operation of Code Section  414(p) with  respect to  "qualified  domestic
relations  orders" (or "domestic  relations orders" treated as such) referred to
in Section  12.5,  including  but not  limited  to, the power to  establish  all
necessary or  appropriate  procedures,  to authorize  the  establishment  of new
accounts  with  such  assets  and  subject  to such  investment  control  by the
Administrator as the Administrator  may deem appropriate,  and the Administrator
may decide upon and direct appropriate distributions therefrom.

12.7     CLAIMS PROCEDURE.
         ----------------

In the event that a claim by a  Participant,  Beneficiary,  or other  person for
benefits  under  the  Plan is  denied,  the  Administrator  will so  notify  the
claimant,  giving the reasons for the denial. This notice will also refer to the
specific  provisions  of the Plan on which the denial was  based,  will  specify
whether any additional information is needed from the Participant or Beneficiary
and will explain the review procedure.
<PAGE>

Within 60 days after receiving the denial, the claimant may submit,  directly or
through a duly authorized representative,  a written request for reconsideration
of the application to the  Administrator.  Documents or records relied on by the
claimant  should be filed with the  request.  The person  making the request may
review relevant documents and submit issues and additional contents in writing.

The Administrator will review the claim within 60 days (or 120 days if a hearing
is held because special  circumstances  exist) and provide a written response to
the appeal.  The  response  will  explain the reasons for the  decision and will
refer to the Plan provisions on which the decision is based. The decision of the
Administrator is the final one under this claims procedure.

12.8     RECORDS AND DOCUMENTS; ERRORS.
         -----------------------------

Participants and Beneficiaries  must supply the Administrator with such personal
history  data as may be required by the  Administrator  in the  operation of the
Plan. Proof of age, when required,  must be established by evidence satisfactory
to the  Administrator,  and  the  records  of  the  Employer  and  Participating
Affiliates  concerning length of service and compensation may be accepted by the
Administrator  as conclusive  for the purposes of the Plan.  Should any error in
the records  maintained  under the Plan result in any Participant or Beneficiary
receiving  from the Plan more or less than he or she would have been entitled to
receive had the records been correct, the Administrator,  in its discretion, may
correct  such error and,  as far as  practicable,  may adjust  benefits  in such
manner  that the  aggregate  value of the  benefit  under the Plan  shall be the
amount to which such Participant or Beneficiary was properly entitled.

12.9     BENEFITS PAYABLE TO MINORS, INCOMPETENTS AND OTHERS.
         ---------------------------------------------------

In  the  event  any  benefit  is  payable  to a  minor  or to a  Participant  or
Beneficiary  declared  incompetent  by a court  having  jurisdiction  over  such
matters and a guardian, committee,  conservator or other legal representative of
the  estate  of such a  person  is  appointed,  benefits  to  which he or she is
entitled shall be paid to the legally appointed person.  The receipt by any such
person to whom any such payment on behalf of any  Participant  or Beneficiary is
made shall be a sufficient discharge therefor.

12.10    PLAN MERGER OR TRANSFER OF ASSETS.
         ---------------------------------

12.10.1 The merger or  consolidation  of the Employer with any other person,  or
the transfer of the assets of the Employer to any other person, or the merger of
the Plan with any other plan shall not  constitute a termination  of the Plan if
provision is made for the continuation of the Plan.

12.10.2 The Plan may not merge or  consolidate  with,  or transfer any assets or
liabilities to, any other plan,  unless each Participant  would (if the Plan had
then terminated) receive a benefit  immediately after the merger,  consolidation
or transfer  which is equal to or greater  than the benefit he or she would have
been  entitled  to receive  immediately  before  the  merger,  consolidation  or
transfer (if the Plan had then  terminated).  Any merger or consolidation  shall
not constitute a termination of a Plan or require the acceleration of vesting of
Participants' Account Balances.
<PAGE>

12.11    PARTICIPATING AFFILIATES.
         ------------------------

12.11.1  With the consent of the  Employer and by duly  authorized  action,  any
Affiliate may adopt the Plan.  Such Affiliate shall determine the classes of its
Employees who shall be Eligible  Employees and the amount of its contribution to
the Plan on behalf of such Employees.

12.11.2  With the  consent of the  Employer  and by duly  authorized  action,  a
Participating  Affiliate may terminate its participation in the Plan or withdraw
from the  Plan.  Any  such  withdrawal  shall  be  deemed  an  adoption  by such
Participating Affiliate of a plan and trust identical to the Plan and the Trust,
except  that all  references  to the  Employer  shall be deemed to refer to such
Participating  Affiliate.  At such  time  and in  such  manner  as the  Employer
directs,  the assets of the Trust  allocable to Employees of such  Participating
Affiliate shall be transferred to the trust deemed adopted by such Participating
Affiliate.

12.11.3 A  Participating  Affiliate shall have no power with respect to the Plan
except as specifically provided herein.

12.12    CONTROLLING LAW.
         ---------------

The Plan is intended  to qualify  under Code  Section  401(a) and to comply with
ERISA, and its terms shall be interpreted accordingly.  Otherwise, to the extent
not  preempted  by ERISA,  the laws of the State of New York shall  control  the
interpretation and performance of the terms of the Plan.

12.13    SINGULAR AND PLURAL AND ARTICLE AND SECTION REFERENCES.
         ------------------------------------------------------

As used in the Plan, the singular  includes the plural,  and the plural includes
the singular,  unless qualified by the context.  Titles of Articles and Sections
of the Plan are for  convenience  of reference only and are to be disregarded in
applying the  provisions of the Plan. Any reference in this Prototype Plan to an
Article or Section is to the Article or Section so  specified  of the  Prototype
Plan, unless otherwise indicated.






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



                                  MERRILL LYNCH

                                  - - - - - - -
                                     SPECIAL
                                  - - - - - - -

                                PROTOTYPE DEFINED

                                CONTRIBUTION PLAN

                               ADOPTION AGREEMENT



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



                                   401(k) PLAN

                              EMPLOYEE THRIFT PLAN

                               PROFIT-SHARING PLAN



                         Letter Serial Number: D359287b
                      National Office Letter Date: 6/29/93




THIS PROTOTYPE PLAN AND ADOPTION  AGREEMENT ARE IMPORTANT LEGAL INSTRUMENTS WITH
LEGAL AND TAX IMPLICATIONS FOR WHICH THE SPONSOR,  MERRILL LYNCH, PIERCE, FENNER
& SMITH, INCORPORATED, DOES NOT ASSUME RESPONSIBILITY.  THE EMPLOYER IS URGED TO
CONSULT WITH ITS OWN  ATTORNEY  WITH REGARD TO THE ADOPTION OF THIS PLAN AND ITS
SUITABILITY TO ITS CIRCUMSTANCES.



<PAGE>


ADOPTION OF PLAN

The Employer named below hereby  establishes or restates a  profit-sharing  plan
that includes a |X| 401(k),  |X|  profit-sharing  and/or [ ] thrift plan feature
(the  "Plan")  by  adopting  the  Merrill   Lynch  Special   Prototype   Defined
Contribution  Plan and Trust as  modified  by the terms and  provisions  of this
Adoption Agreement.

EMPLOYER AND PLAN INFORMATION

Employer Name:*   SOUTHINGTON SAVINGS BANK

Business Address: 121 MAIN STREET
                  SOUTHINGTON, CONNECTICUT 06489

Telephone Number: (203) 628-0351

Employer Taxpayer ID Number:  06-0542730

Employer Taxable Year ends on:  DECEMBER 31ST

Plan Name:  SOUTHINGTON SAVINGS BANK 401(K) PLAN

Plan Number:  001

                              401(k)            Profit-Sharing    Thrift
Effective Date of Adoption    04/01/95          07/01/95          ---/---/---
                              --------          --------          -----------
          or Restatement:
Tax Reform Act of 1986        01/01/94          ---/---/---       ---/---/---
                              --------          -----------       -----------
Original Effective Date:      01/01/87          ---/---/---       ---/---/---
                              --------          -----------       -----------


IF THIS PLAN IS A  CONTINUATION  OR AN AMENDMENT  OF A PRIOR PLAN,  ALL OPTIONAL
FORMS OF BENEFITS PROVIDED IN THE PRIOR PLAN MUST BE PROVIDED UNDER THIS PLAN TO
ANY PARTICIPANT WHO HAD AN ACCOUNT BALANCE,  WHETHER OR NOT VESTED, IN THE PRIOR
PLAN.

--------------------------------------------------
* If there are any Participating  Affiliates in this Plan, list below the proper
name of each Participating Affiliate.

   ------.
   ------.
   ------.
   ------.



<PAGE>


                             ARTICLE I. DEFINITIONS

A.       "COMPENSATION"

         (1)      With respect to each  Participant,  except as provided  below,
                  Compensation  shall mean the (select all those  applicable for
                  each column):

                      401(K) AND/    PROFIT-SHARING
                      OR THRIFT
                           |X|       |X|   (a) amount  reported
                                               in the  "Wages  Tips and
                                               Other  Compensation" Box
                                               on  Form   W-2  for  the
                                               applicable        period
                                               selected   in   Item   5
                                               below.
                           [ ]       [ ]   (b) compensation for Code Section
                                               415 safe-harbor purposes (as
                           [ ]       [ ]   (c) amount reported pursuant to
                                               Code Section 3401(a) for the
                           [ ]       [ ]   (d) all amounts received (under
                                               either option (a) or (b) above)
                                                [ ] overtime
                                                [ ]  bonuses
                                                [ ]  commissions
                                                [ ]  amounts in excess of $___.
                                                [ ]  other (specify): ________.

(2)      Treatment of Elective Contributions (select one):

          |X|       (a)  For  purposes  of  contributions,   Compensation  shall
                    include Elective  Deferrals and amounts  excludable from the
                    gross  income of the Employee  under Code Section 125,  Code
                    Section  402(e)(3),  Code  Section  402(h)  or Code  Section
                    403(b) ("elective contributions").

          [ ]       (b)  For purposes of  contributions,  Compensation shall not
                    include "elective contributions."

(3)      CODA Compensation (select one):

          |X|       (a) For   purposes  of the ADP and ACP  Tests,  Compensation
                    shall include "elective contributions."

          [ ]       (b) For  purposes  of  the ADP  and ACP Tests,  Compensation
                    shall not include "elective contributions."
<PAGE>

(4)      With respect to Contributions  to  an  Employer Contributions  Account,
Compensation shall include all Compensation (select one):

          [ ]       (a) during the Plan Year in which the Participant enters the
                    Plan.

          |X| (b)   after the Participant's Entry Date.

(5)      The applicable  period  for  determining  Compensation shall be (select
 one):

          |X| (a)   the Plan Year.

          [ ] (b)   the Limitation Year.

          [ ] (c)   the consecutive 12-month period ending on _________________.

B.       "DISABILITY"

         (1)      DEFINITION

         Disability  shall mean a condition  which results in the  Participant's
(select one):

          [ ]  (a)  inability  to  engage  in  any  substantial  gainful
                    activity by reason of any 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.

          |X|       (b) total and permanent  inability to meet the  requirements
                    of  the  Participant's  customary  employment  which  can be
                    expected to last for a continuous period of not less than 12
                    months.

          [ ] (c)   qualification for Social Security disability benefits.

          [ ] (d)   qualification for benefits under the Employer's long-term
                    disability plan.

         (2)      CONTRIBUTIONS DUE TO DISABILITY (select one):
                  -------------------------------

          |X|       (a) No  contributions to an Employer  Contributions  Account
                    will be made on  behalf of a  Participant  due to his or her
                    Disability.

          [ ] (b)   Contributions  to an Employer  Contributions  Account
                    will be made on  behalf of a  Participant  due to his or her
                    Disability PROVIDED THAT: the Employer elected option (a) or
                    (c) above as the definition of Disability, contributions are
                    not made on behalf  of a Highly  Compensated  Employee,  the
                    contribution  is  based  on  the   Compensation   each  such
                    Participant  would have received for the Limitation  Year if
                    the  Participant  had been paid at the rate of  Compensation
                    paid   immediately   before  his  or  her  Disability,   and
                    contributions  made on  behalf of such  Participant  will be
                    nonforfeitable when made.
<PAGE>

C.       "EARLY RETIREMENT" is (select one):
          ----------------

         [ ]  (1)  not permitted.

         |X| (2) permitted if a Participant  terminates Employment before Normal
Retirement Age and has (select one):

                     |X|  (a) attained age 59 1/2.
                                           ------
                     [ ]  (b) attained age ____ and completed ____ Years
                           of Service.
                     [ ]  (c) attained age ____ and completed ____ Years
                          of Service as a Participant.

D.       "ELIGIBLE EMPLOYEES" (select one):
          ------------------

         [ ]  (1)  All Employees are eligible to participate in the Plan.

         |X| (2) The following  Employees are not eligible to participate in the
Plan (select all those applicable):

                    |X|       (a)  Employees  included  in a unit  of  Employees
                              covered  by  a  collective   bargaining  agreement
                              between the Employer or a Participating  Affiliate
                              and the Employee  representatives  (not  including
                              any  organization  more than half of whose members
                              are  Employees  who  are  owners,   officers,   or
                              executives   of  the  Employer  or   Participating
                              Affiliate) in the negotiation of which  retirement
                              benefits   were   the   subject   of  good   faith
                              bargaining,   unless  the   bargaining   agreement
                              provides for participation in the Plan.

                  |X|         (b)  non-resident  aliens who  received  no earned
                              income  from  the  Employer  or  a   Participating
                              Affiliate  which  constitutes  income from sources
                              within the United States.

                  [ ]  (c)    Employees of an Affiliate.

                  [ ]  (d)    Employees  employed in or by the  following
                              specified division,  plant, location, job category
                              or  other  identifiable  individual  or  group  of
                              Employees: ________.

                  If item (c) or (d) above is checked, certain employees who are
                  not Eligible  Employees  shall become  Participants  under the
                  following circumstances: If, in any calendar quarter, there is
                  no day on which the  percentage  test  described  in  Internal
                  Revenue Code section 410(b) is met, additional Employees shall
                  become  Participants  (or, if an Employee  previously became a
                  Participant,  shall resume  participation) as of the beginning
                  of the Plan Year, or if later,  the date such  Employee  would
                  have become a  Participant  under Article I, Section E, below.
                  Said  Employees   shall  become   Participants   in  order  of
                  decreasing  length of service  beginning  with such  Employees
                  having  the  longest  service  as of the end of such  calendar
                  quarter, until the percentage test is met.
<PAGE>

E.       "ENTRY DATE"

         Entry Date shall mean (select as applicable):

             401(K) AND/    PROFIT-SHARING
             OR THRIFT
                  [ ]       [ ]   (1)   If the initial Plan Year is less than
                                        twelve months, the ____, day
                                        of ____________ and thereafter:
                  [ ]       [ ]   (2)   the first day of the Plan Year following
                                        the date the Employee meets
                  [ ]       [ ]   (3)   the first day of the month following the
                                        date the Employee meets the
                  [ ]       [ ]   (4)   the first day of the Plan Year and the
                                        first day of the seventh
                  |X|       |X|   (5)   the first day of the Plan Year, the
                                        first day of the fourth month of
                  [ ]       [ ]   (6)   other:  ________.
                                        provided  that the Entry  Date or
                                        Dates  selected are no later than
                                        any of the options above.

F.       "HOURS OF SERVICE"

         Hours of Service for the purpose of determining a Participant's  Period
         of Severance  and Year of Service  shall be  determined on the basis of
         the method specified below:

         (1)      ELIGIBILITY  SERVICE:  For purposes of  determining  whether a
                  Participant  has satisfied the eligibility  requirements,  the
                  following method shall be used (select one):
<PAGE>

                      401(K) AND/    PROFIT-SHARING
                      OR THRIFT
                           [ ]           [ ]      (a)   elapsed time method
                           |X|           |X|      (b)   hourly records method

         (2)      VESTING SERVICE: A Participant's nonforfeitable interest shall
                  be  determined  on the  basis of the  method  specified  below
                  (select one):

                  |X|  (a)    elapsed time method

                  [ ]  (b)    hourly records method

                  [           ] (c) If this item (c) is  checked,  the Plan only
                              provides  for  contributions  that are always 100%
                              vested and this item (2) will not apply:

         (3)      HOURLY  RECORDS:  For the  purpose  of  determining  Hours  of
                  Service under the hourly record method (select one):

                  |X| (a) only  actual  hours for which an  Employee  is paid or
                          entitled to payment shall be counted.

                  [ ] (b) an Employee shall be credited with 45 Hours of Service
                          if such Employee would be credited with at least
                          1 Hour of Service during the week.

G.       "INTEGRATION LEVEL"

         |X|  (1) This Plan is not integrated with Social Security.

         [ ]  (2) This Plan is integrated with Social Security.  The Integration
                  Level shall be (select one):

                  [ ] (a)  the Taxable Wage Base.
                  [ ] (b)  $_______________ (a dollar amount less than the
                           Taxable Wage Base).
                  [ ] (c)  ____% of the Taxable Wage Base (not to exceed 100%).
                  [ ] (d)  the greater of $10,000 or 20% of the Taxable Wage
                           Base.

H.       "LIMIT ON COMPENSATION"

         For  purposes of Code  Section 415,  Limitation  Compensation  shall be
compensation as determined for purposes of (select one):

         [ ] (1) Code Section 415 Safe-Harbor as defined in Section  3.9.1(H)(i)
of basic plan document #03.

         |X| (2)  the "Wages, Tips and Other Compensation" Box on Form W-2.

 <PAGE>

         [ ] (3)  Code Section 3401 (a) Federal Income Tax Withholding.

I.       "LIMITATION YEAR"

         For purposes of Code Section 415, the Limitation  Year shall be (select
one):

         |X| (1)  the Plan Year.

         [ ] (2)  the twelve consecutive month period ending on the ____ day of
                  the month of ____________.

J.       "NET PROFITS" are (select one):
          -----------

         |X| (1)  not necessary for any contribution.

         [ ] (2)  necessary for (select all those applicable):

                  [ ] (a)  Profit-Sharing Contributions.
                  [ ] (b)  Matching 401(k) Contributions.
                  [ ] (c)  Matching Thrift Contributions.

K.       "NORMAL RETIREMENT AGE"

         Normal Retirement Age shall be (select one):

         |X| (1)  attainment of age 65 (not more than 65) by the Participant.


         [ ] (2)  attainment  of  age  ____  (not  more  than  65) by the
                  Participant or the ____ anniversary (not more than the 5th) of
                  the first day of the Plan Year in which the Eligible  Employee
                  became a Participant, whichever is later.

         [ ] (3)  attainment  of  age  ____  (not  more  than  65) by the
                  Participant or the ____ anniversary (not more than the 5th) of
                  the first day on which the Eligible Employee performed an Hour
                  of Service, whichever is later.

L.       "PARTICIPANT DIRECTED ASSETS" are:
          ---------------------------

             401(K) AND/    PROFIT-SHARING
             OR THRIFT
                  |X|       |X|        (1)   permitted.
                  [ ]       [ ]        (2)   not permitted.

M.       "PLAN YEAR"

         The Plan Year shall end on the 31ST day of DECEMBER.


<PAGE>

N.       "PREDECESSOR SERVICE"

         Predecessor service will be credited (select one):

         |X| (1)  only as required by the Plan.

         [ ] (2)  to include,  in addition  to the Plan  requirements  and
                  subject to the limitations  set forth below,  service with the
                  following  predecessor   employer(s)  determined  as  if  such
                  predecessors were the Employer: _________.

          Service with such predecessor  employer applies [select either or both
          (a) and/or (b); (c) is only available in addition to (a) and/or (b)]:

                  [ ] (a)  for purposes of eligibility to participate;
                  [ ] (b)  for purposes of vesting;
                  [ ] (c)  except for the following service:  ____________.

O.       "VALUATION DATE"

          Valuation Date shall mean (select one for each column, as applicable):

             401(K) AND/   PROFIT-SHARING
             OR THRIFT
                  [ ]      [ ]      (1)  the last business day of each month.
                  [ ]      [ ]      (2)  the last business day of each quarter
                                         within the Plan Year.
                  [ ]      [ ]      (3)  the last business day of each semi-
                                         annual period within the Plan
                  [ ]      [ ]      (4)  the last business day of the Plan Year.
                  |X|      |X|      (5)  other:  DAILY.

                            ARTICLE II. PARTICIPATION

PARTICIPATION REQUIREMENTS

An  Eligible  Employee  must  meet  the  following   requirements  to  become  a
Participant (select one or more for each column, as applicable):

   401(K) AND/    PROFIT-SHARING
   OR THRIFT
        [ ]       [ ]    (1)   Performance of one Hour of Service.


<PAGE>

        [ ]       [ ]    (2)   Attainment of age ____ (maximum 20 1/2) and
                               completion of ____ (not more than 1/2) Years of
                               Service.  If this item is selected, no Hours of
                               Service shall be counted.
        |X|       |X|    (3)   Attainment of age 21 (maximum 21) and completion
                                of 1 Year(s) of Service.
        [ ]       [ ]    (4)   Attainment of age ___ (maximum 21) and completion
                               of ______ Years of Service.  If  more  than  one
                               Year of Service is selected,  the immediate 100%
                               vesting  schedule  must be  selected  in
                               Article VII of this Adoption Agreement.
        [ ]       [ ]    (5)   Each Employee who is an Eligible Employee on ____
                               will be deemed to have satisfied the
                               participation requirements on the effective date
                               without regard to such Eligible Employee's actual
                               age and/or service.

            ARTICLE III. 401(K) CONTRIBUTIONS AND ACCOUNT ALLOCATION

A.       ELECTIVE DEFERRALS

          If selected below, a Participant's  Elective Deferrals will be (select
all applicable):

         |X|      (1) a  dollar  amount  or a  percentage  of  Compensation,  as
                  specified  by the  Participant  on his or her 401(k)  Election
                  form, which may not exceed 15 % of his or her Compensation.

         [ ]      (2)  with  respect  to  bonuses,   such  dollar  amount  or
                  percentage  as  specified  by  the  Participant  on his or her
                  401(k) Election form with respect to such bonus.

B.       MATCHING 401(K) CONTRIBUTIONS

          If selected below, the Employer may make Matching 401(k) Contributions
for each Plan Year (select one):

         |X| (1)  Discretionary Formula:

                       Discretionary  Matching 401(k) Contribution equal to such
                       a dollar amount or percentage of Elective  Deferrals,  as
                       determined  by the  Employer,  which  shall be  allocated
                       (select one):

                       [ ]        (a) based on the ratio of each Participant's
                                  Elective  Deferral  for the  Plan  Year to the
                                  total Elective  Deferrals of all  Participants
                                  for  the  Plan  Year.  If  inserted,  Matching
                                  401(k)  Contributions  shall be  subject  to a
                                  maximum    amount   of   $_______   for   each
                                  Participant  or  ____%  of each  Participant's
                                  Compensation.
<PAGE>

                       |X|        (b) in an  amount  not to  exceed  50% of each
                                  Participant's   first   6%   of   Compensation
                                  contributed as Elective Deferrals for the Plan
                                  Year.  If  any  Matching  401(k)  Contribution
                                  remains,   it  is   allocated   to  each  such
                                  Participant in an amount not to exceed ___% of
                                  the   next   ___%   of   each    Participant's
                                  Compensation contributed as Elective Deferrals
                                  for the Plan Year.

          Any remaining Matching 401(k)  Contribution shall be allocated to each
          such  Participant  in  the  ratio  that  such  Participant's  Elective
          Deferral  for the Plan Year bears to the total  Elective  Deferrals of
          all such Participants for the Plan Year. If inserted,  Matching 401(k)
          Contributions  shall be subject to a maximum  amount of $_________ for
          each Participant or ___% of each Participant's Compensation.

         [ ] (2)  Nondiscretionary Formula:

                  A nondiscretionary  Matching 401(k) Contribution for each Plan
                  Year equal to (select one):

                  [ ]      (a)  ___%  of  each   Participant's   Compensation
                           contributed  as  Elective  Deferrals.   If  inserted,
                           Matching 401(k)  Contributions  shall be subject to a
                           maximum  amount of $_______ for each  Participant  or
                           ___% of each Participant's Compensation.

                  [ ]      (b)  ___% of the  first  ___% of the  Participant's
                           Compensation  contributed  as Elective  Deferrals and
                           ____%   of  the  next   ___%  of  the   Participant's
                           Compensation  contributed as Elective  Deferrals.  If
                           inserted,  Matching  401(k)  Contributions  shall  be
                           subject  to a maximum  amount of  $________  for each
                           Participant    or   ___%   of   each    Participant's
                           Compensation.

C.       PARTICIPANTS ELIGIBLE FOR MATCHING 401(K) CONTRIBUTION ALLOCATION

          The  following  Participants  shall be eligible for an  allocation  to
          their  Matching  401(k)   Contributions   Account  (select  all  those
          applicable):

         |X| (1)  Any Participant who makes Elective Deferrals.

         [ ] (2)  Any Participant who satisfies those requirements elected
                  by the  Employer  for  an  allocation  to his or her  Employer
                  Contributions Account as provided in Article IV Section C.

         [ ] (3)  Solely with respect to a Plan in which  Matching  401(k)
                  Contributions  are made  quarterly  (or on any  other  regular
                  interval that is more frequent than annually) any  Participant
                  whose  401(k)  Election  is in effect  throughout  such entire
                  quarter (or other interval).
<PAGE>
D.       QUALIFIED MATCHING CONTRIBUTIONS

         If  selected   below,   the  Employer  may  make   Qualified   Matching
Contributions for each Plan Year (select all those applicable):

         (1) In  its  discretion,  the  Employer  may  make  Qualified  Matching
Contributions on behalf of (select one):

                  [ ] (a)  all Participants who make Elective Deferrals in that
                           Plan Year.

                  |X| (b)  only  those   Participants   who  are  Nonhighly
                           Compensated Employees and who make Elective Deferrals
                           for that Plan Year.

         (2) Qualified Matching  Contributions will be contributed and allocated
to each Participant in an amount equal to:

                  [ ] (a)   ___%  of  the   Participant's   Compensation
                           contributed  as  Elective  Deferrals.   If  inserted,
                           Qualified  Matching  Contributions  shall not  exceed
                           ___% of the Participant's Compensation.

                  |X| (b) Such an amount,  determined by the Employer,  which is
                          needed to meet the ACP Test.

         (3) In its  discretion,  the Employer may elect to designate all or any
part of Matching 401(k)  Contributions as Qualified Matching  Contributions that
are taken into  account as  Elective  Deferrals  - included  in the ADP Test and
excluded from the ACP Test - on behalf of (select one):

                  [ ] (a)  all Participants who make Elective Deferrals for that
                           Plan Year.

                  |X| (b)  Only Participants who are Nonhighly Compensated
                           Employees who make Elective Deferrals for that Plan
                           Year.

E.       QUALIFIED NONELECTIVE CONTRIBUTIONS

          If  selected  below,  the  Employer  may  make  Qualified  Nonelective
          Contributions for each Plan Year (select all those applicable):

         (1) In its  discretion,  the  Employer may make  Qualified  Nonelective
Contributions on behalf of (select one):

                  [ ] (a)  all Eligible Participants.

                  |X| (b)  only Eligible Participants who are Nonhighly
                           Compensated Employees.

         (2)  Qualified  Nonelective   Contributions  will  be  contributed  and
allocated to each Eligible Participant in an amount equal to (select one):
<PAGE>
                  [ ] (a)  ___% (no more than 15%) of the  Compensation of
                           each  Eligible  Participant  eligible to share in the
                           allocation.

                  |X| (b)  Such an amount  determined by the  Employer, which is
                           needed to meet either the ADP Test or ACP Test.

         (3) At the discretion of the Employer, as needed and taken into account
as Elective Deferrals included in the ADP Test on behalf of (select one):

                  [ ] (a)  all Eligible Participants.

                  |X| (b)  Only those Eligible Participants who are Nonhighly
                           Compensated Employees.

F.       ELECTIVE DEFERRALS USED IN ACP TEST (select one):
         -----------------------------------

         |X| (1) At the  discretion of the Employer,  Elective  Deferrals may be
used to satisfy the ACP Test.

         [ ] (2)  Elective Deferrals may not be used to satisfy the ACP Test.

G.       MAKING AND MODIFYING A 401(K) ELECTION

         An Eligible Employee shall be entitled to increase,  decrease or resume
his or her Elective Deferral  percentage with the following frequency during the
Plan Year (select one):

                  [ ] (1)  annually.
                  [ ] (2)  semiannually.
                  |X| (3)  quarterly.
                  [ ] (4)  monthly
                  [ ] (5)  other(specify):  _____.

         Any such increase,  decrease or resumption shall be effective as of the
first payroll  period  coincident  with or next  following the first day of each
period set forth above. A Participant may completely discontinue making Elective
Deferrals at any time  effective for the payroll  period after written notice is
provided to the Administrator.

         ARTICLE IV. PROFIT-SHARING CONTRIBUTIONS AND ACCOUNT ALLOCATION

A.       PROFIT-SHARING CONTRIBUTIONS

          If selected below, the following contributions for each Plan Year will
be made:

          Contributions to Employer Contributions Accounts (select one):

                  |X| (a) Such an amount, if any, as determined by the Employer.
                  [ ] (b) ___% of each Participant's Compensation.

<PAGE>
B.       ALLOCATION OF CONTRIBUTIONS TO EMPLOYER CONTRIBUTIONS ACCOUNTS (select
         one):

         |X|  (1)  Non-Integrated Allocation

                   The  Employer   Contributions  Account  of  each  Participant
                   eligible to share in the  allocation for a Plan Year shall be
                   credited  with  a  portion  of  the  contribution,  plus  any
                   forfeitures if forfeitures are  reallocated to  Participants,
                   equal to the ratio that the  Participant's  Compensation  for
                   the Plan Year bears to the Compensation for that Plan Year of
                   all Participants entitled to share in the contribution.

         [ ]  (2)  Integrated Allocation

                   Contributions to Employer Contributions Accounts with respect
                   to a Plan  Year,  plus any  forfeitures  if  forfeitures  are
                   reallocated  to  Participants,  shall  be  allocated  to  the
                   Employer  Contributions  Account of each eligible Participant
                   as follows:

                  (a)      First,   in  the  ratio   that  each  such   eligible
                           Participant's Compensation for the Plan Year bears to
                           the  Compensation  for that Plan Year of all eligible
                           Participants   but  not  in  excess  of  3%  of  each
                           Participant's Compensation.

                  (b)      Second,  any remaining  contributions and forfeitures
                           will be  allocated  in the ratio  that each  eligible
                           Participant's  Compensation  for  the  Plan  Year  in
                           excess  of the  Integration  Level  bears to all such
                           Participants'  excess  Compensation for the Plan Year
                           but not in excess of 3%.

                  (c)      Third,  any remaining  contributions  and forfeitures
                           will be  allocated  in the ratio that the sum of each
                           Participant's Compensation and Compensation in excess
                           of the  Integration  Level  bears  to the  sum of all
                           Participants' Compensation and Compensation in excess
                           of the  Integration  Level,  but not in excess of the
                           Maximum   Profit-Sharing   Disparity   Rate  (defined
                           below).

                  (d)      Fourth,  any remaining  contributions  or forfeitures
                           will   be   allocated   in  the   ratio   that   each
                           Participant's Compensation for that year bears to all
                           Participants' Compensation for that year.

                  The  Maximum  Profit-Sharing  Disparity  Rate is  equal to the
lesser of:

                  (a)      2.7% or

                  (b)      The applicable percentage determined in accordance
                           with the following table:
<PAGE>
          IF THE INTEGRATION
          LEVEL IS (AS A % OF                                 THE APPLICABLE
          THE TAXABLE WAGE BASE ("TWB")).                     PERCENTAGE IS:

          20% (or $10,000 if greater)                                2.7%
          or less of the TWB
          More than 20% (but not less                                1.3%
          than $10,001) but not more
          than 80% of the TWB
          More than 80% but not less                                 2.4%
          100% of the TWB                                            2.7%

C.       PARTICIPANTS ELIGIBLE FOR EMPLOYER CONTRIBUTION ALLOCATION

          The  following  Participants  shall be eligible for an  allocation  to
          their Employer Contributions Account (select all those applicable):

         [ ] (1)  Any Participant who was employed during the Plan Year.

         [ ] (2)  In the case of a Plan using the hourly record method for
                  determining Vesting Service,  any Participant who was credited
                  with a Year of Service during the Plan Year.

         [ ] (3)  Any Participant who was employed on the last day of the Plan
                  Year.

         [ ] (4)  Any Participant who was on a leave of absence on the last day
                  of the Plan Year.

         |X| (5)  Any  Participant  who  during the Plan Year died or became
                  Disabled  while an Employee  or  terminated  employment  after
                  attaining Normal Retirement Age.

         [ ] (6)  Any Participant who was credited with at least 501 Hours
                  of Service whether or not employed on the last day of the Plan
                  Year.

         |X| (7)  Any Participant who was credited with at least 1,000 Hours
                  of Service and was employed on the last day of the Plan Year.

                         ARTICLE V. THRIFT CONTRIBUTIONS

A.       EMPLOYEE THRIFT CONTRIBUTIONS

         If selected below,  Employee Thrift  Contributions,  which are required
for Matching  Thrift  Contributions,  may be made by a Participant  in an amount
equal to (select one):
<PAGE>
         [ ] (1)  A dollar  amount or a  percentage  of the  Participant's
                  Compensation  which  may not be  less  than  ___%  nor may not
                  exceed ___% of his or her Compensation.

         [ ] (2)  An amount not less than ___% of and not more than ___% of each
                  Participant's Compensation.

B.       MAKING AND MODIFYING AN EMPLOYEE THRIFT CONTRIBUTION ELECTION

          A Participant shall be entitled to increase, decrease or resume his or
          her  Employee  Thrift  Contribution   percentage  with  the  following
          frequency during the Plan Year (select one):

                  [ ] (1)  annually
                  [ ] (2)  semiannually
                  [ ] (3)  quarterly
                  [ ] (4)  monthly
                  [ ] (5)  other(specify):  _____.

          Any such increase, decrease or resumption shall be effective as of the
          first payroll period  coincident  with or next following the first day
          of  each  period  set  forth  above.  A  Participant   may  completely
          discontinue making Employee Thrift Contributions at any time effective
          for the  payroll  period  after  written  notice  is  provided  to the
          Administrator.

C.       THRIFT MATCHING CONTRIBUTIONS

          If  selected   below,   the  Employer   will  make   Matching   Thrift
Contributions for each Plan Year (select one):

         [ ] (1)  Discretionary Formula:

                  A discretionary  Matching Thrift  Contribution equal to such a
                  dollar  amount or  percentage  as  determined by the Employer,
                  which shall be allocated (select one):

                  [ ] (a)  based  on  the  ratio  of  each  Participant's
                           Employee Thrift Contribution for the Plan Year to the
                           total   Employee   Thrift    Contributions   of   all
                           Participants for the Plan Year. If inserted, Matching
                           Thrift  Contributions  shall be  subject to a maximum
                           amount of $_______  for each  Participant  or ___% of
                           each Participant's Compensation.

                  [ ] (b)  in an  amount  not  to  exceed  ___%  of  each
                           Participant's first ___% of Compensation  contributed
                           as Employee Thrift  Contributions  for the Plan Year.
                           If any Matching Thrift  Contribution  remains,  it is
                           allocated to each such  Participant  in an amount not
                           to exceed ___% of the next ___% of each Participant's
                           Compensation    contributed   as   Employee    Thrift
                           Contributions for the Plan Year.
<PAGE>

                  Any remaining Matching Thrift  Contribution shall be allocated
                  to each such Participant in the ratio that such  Participant's
                  Employee Thrift  Contributions  for the Plan Year bears to the
                  total Employee Thrift  Contributions of all such  Participants
                  for the Plan Year. If inserted,  Matching Thrift Contributions
                  shall be subject to a maximum  amount of  $_________  for each
                  Participant or ___% of each Participant's Compensation.

         [ ] (2)  Nondiscretionary Formula:

                  A nondiscretionary  Matching Thrift Contribution for each Plan
Year equal to (select one):

                  [ ] (a)  ___%  of  each   Participant's   Compensation
                           contributed  as  Employee  Thrift  Contributions.  If
                           inserted,  Matching  Thrift  Contributions  shall  be
                           subject to a maximum  amount of  $_________  for each
                           Participant    or   ___%   of   each    Participant's
                           Compensation.

                  [ ] (b)  ___% of the  first  ___% of the  Participant's
                           Compensation    contributed   as   Employee    Thrift
                           Contributions  and  ___%  of  the  next  ___%  of the
                           Participant's  Compensation  contributed  as Employee
                           Thrift  Contributions.  If inserted,  Matching Thrift
                           Contributions shall be subject to a maximum amount of
                           $_________  for  each  Participant  or  ___%  of each
                           Participant's Compensation.

D.       QUALIFIED MATCHING CONTRIBUTIONS

         If  selected   below,   the  Employer  may  make   Qualified   Matching
Contributions for each Plan Year (select all those applicable):

         (1) In  its  discretion,  the  Employer  may  make  Qualified  Matching
Contributions on behalf of (select one):

                  [ ] (a) all Participants who make Employee Thrift
                          Contributions.

                  [ ] (b) only those Participants who are Nonhighly  Compensated
                          Employees and who make Employee Thrift Contributions.

         (2) Qualified Matching  Contributions will be contributed and allocated
to each Participant in an amount equal to:

                  [ ]  (a) ___% of the Participant's Employee Thrift
                           Contributions.  If inserted, Qualified Matching
                           Contributions shall not exceed ___% of the
                           Participant's Compensation.

                  [ ]  (b) such an amount, determined by the Employer, which is
                           needed to meet the ACP Test.
<PAGE>
                      ARTICLE VI. PARTICIPANT CONTRIBUTIONS

          PARTICIPANT VOLUNTARY NONDEDUCTIBLE CONTRIBUTIONS

          Participant Voluntary Nondeductible Contributions are (select one):

                  [ ]  (a) permitted.
                  |X|  (b) not permitted.


                              ARTICLE VII. VESTING

A.       EMPLOYER CONTRIBUTION ACCOUNTS

         (1) A  Participant  shall  have  a  vested  percentage  in  his  or her
Profit-Sharing  Contributions,  Matching  401(k)  Contributions  and/or Matching
Thrift Contributions,  if applicable,  in accordance with the following schedule
(Select one):

  MATCHING 401(K)
  AND/OR MATCHING      PROFIT-SHARING
  THRIFT CONTRIBUTIONS CONTRIBUTIONS
           |X|         |X| (a) 100% vesting immediately upon participant.
           [ ]         [ ] (b) 100% after ____ (not more than 5) years of
                               Vesting Service.
           [ ]         [ ] (c) Graded vesting schedule:
           ___%        ___%after 1 year of Vesting Service;
           ___%        ___%after 2 years of Vesting Service;
           ___%        ___%(not less than 20%) after 3 years of Vesting Service;
           ___%        ___%(not less than 40%) after 4 years of Vesting Service;
           ___%        ___%(not less than 60%) after 5 years of Vesting Service;
           ___%        ___%(not less than 80%) after 6 years of Vesting Service;

              100% after 7 years of Vesting Service.
<PAGE>
         (2)      Top Heavy Plan

  MATCHING 401(K)
  AND/OR MATCHING      PROFIT-SHARIN
  THRIFT CONTRIBUTIONS CONTRIBUTIONS
          |X|          |X| (a) 100% vesting immediately upon participant.
          [ ]          [ ] (b) 100% after ____ (not more than 3) years of
                               Vesting Service.
          [ ]          [ ] (c) Graded vesting schedule:
          ___%         ___%after 1 year of Vesting Service;
          ___%         ___%(not less than 20%) after 2 years of Vesting Service;
          ___%         ___%(not less than 40%) after 3 years of Vesting Service;
          ___%         ___%(not less than 60%) after 4 years of Vesting Service;
          ___%         ___%(not less than 80%) after 5 years of Vesting Service;

                100% after 6 years of Vesting Service.

          Top Heavy Ratio:

                  (a)      If  the  adopting  Employer  maintains  or  has  ever
                           maintained  a qualified  defined  benefit  plan,  for
                           purposes of establishing present value to compute the
                           top-heavy ratio, any benefit shall be discounted only
                           for mortality and interest based on the following:

                                    Interest Rate:          8%
                                    Mortality Table:        UP `84


                  (b)      For purposes of computing  the top-heavy  ratio,  the
                           valuation date shall be the last business day of each
                           Plan Year.
<PAGE>
B.       ALLOCATION OF FORFEITURES

         Forfeitures shall be (select one from each applicable column):

  MATCHING 401(K)
  AND/OR MATCHING      PROFIT-SHARIN
  THRIFT CONTRIBUTIONS CONTRIBUTIONS
   |X|                 |X| (1) used to reduce Employer contributions for
                               succeeding Plan Year.
   [ ]                 [ ] (2)
                               allocated in the succeeding Plan Year in the
                               ratio   which  the   Compensation   of  each
                               Participant  for the Plan Year  bears to the
                               total   Compensation  of  all   Participants
                               entitled to share in the  Contributions.  If
                               the Plan is integrated with Social Security,
                               forfeitures shall be allocated in accordance
                               with the formula elected by the Employer.

C.       VESTING SERVICE

          For  purposes of  determining  Years of Service  for  Vesting  Service
[select (1) or (2) and/or (3)]:

         |X| (1)  All Years of Service shall be included.

         [ ] (2)  Years of Service before the Participant attained age 18 shall
                  be excluded.

         [ ] (3) Service with the Employer  prior to the  effective  date of the
Plan shall be excluded.



                ARTICLE VIII. DEFERRAL OF BENEFIT DISTRIBUTIONS,
                        IN-SERVICE WITHDRAWALS AND LOANS

A.       DEFERRAL OF BENEFIT DISTRIBUTIONS

             401(K) AND/    PROFIT-SHARING
             OR THRIFT
                  [ ]        [ ]    If this  item is  checked,  a  Participant's
                                    vested   benefit  in  his  or  her  Employer
                                    Accounts   shall  be   payable  as  soon  as
                                    practicable  after the  earlier  of: (1) the
                                    date the Participant  terminates  Employment
                                    due to Disability or (2) the end of the Plan
                                    Year  in  which  a  terminated   Participant
                                    attains Early Retirement Age, if applicable,
                                    or Normal Retirement Age.

<PAGE>

B.       IN-SERVICE DISTRIBUTIONS

         |X|      (1)  In-service  distributions  may be  made  from  any of the
                  Participant's  vested Accounts,  at any time upon or after the
                  occurrence of the following events (select all applicable):

                  |X|(a) a Participant's attainment of age 59-1/ 2.
                  |X|(b) due to hardships as defined in Section 5.9 of the Plan.

         [ ] (2)  In-service distributions are not permitted.

C.       LOANS ARE:

             401(K) AND/    PROFIT-SHARING
             OR THRIFT
                  |X|             |X|  (1) permitted.
                  [ ]             [ ]  (2) not permitted.

                             ARTICLE IX. GROUP TRUST

[    ] If this item is checked,  the Employer  elects to establish a Group Trust
     consisting of such Plan assets as shall from time to time be transferred to
     the Trustee  pursuant  to Article X of the Plan.  The Trust Fund shall be a
     Group Trust  consisting of assets of this Plan plus assets of the following
     plans of the Employer or of an Affiliate: ________________.



                            ARTICLE X. MISCELLANEOUS

A.       IDENTIFICATION OF SPONSOR

          The  address  and  telephone   number  of  the  Sponsor's   authorized
          representative  is 800  Scudders  Mill  Road,  Plainsboro,  New Jersey
          08536;  (609)  282-2272.  This  authorized  representative  can answer
          inquiries  regarding the adoption of the Plan, the intended meaning of
          any Plan provisions, and the effect of the opinion letter.

          The Sponsor will inform the adopting  Employer of any amendments  made
          to the Plan or the discontinuance or abandonment of the Plan.

B.       PLAN REGISTRATION

          1.      INITIAL REGISTRATION

                  This Plan must be registered with the Sponsor,  Merrill Lynch,
                  Pierce, Fenner & Smith Incorporated, in order to be considered
                  a Prototype Plan by the Sponsor.  Registration  is required so
                  that the  Sponsor is able to provide  the  Administrator  with
                  documents,   forms   and   announcements   relating   to   the
                  administration  of the Plan and with Plan amendments and other
                  documents,  all of which relate to  administering  the Plan in
                  accordance with  applicable law and maintaining  compliance of
                  the Plan with the law.

                  The Employer  must  complete and sign the Adoption  Agreement.
                  Upon  receipt  of the  Adoption  Agreement,  the Plan  will be
                  registered  as a  Prototype  Plan of  Merrill  Lynch,  Pierce,
                  Fenner & Smith  Incorporated.  The Adoption  Agreement will be
                  countersigned  by an authorized  representative  and a copy of
                  the countersigned  Adoption  Agreement will be returned to the
                  Employer.

          2.      REGISTRATION RENEWAL

                  Annual  registration  renewal  is  required  in order  for the
                  Employer to continue to receive any and all necessary updating
                  documents.  There is an annual registration renewal fee in the
                  amount set forth with the initial registration  material.  The
                  adopting Employer authorizes Merrill Lynch,  Pierce,  Fenner &
                  Smith  Incorporated,  to debit the account established for the
                  Plan for payment of agreed upon annual fee; provided, however,
                  if  the  assets  of  an  account   are   invested   solely  in
                  Participant-Directed Assets, a notice for this annual fee will
                  be sent to the  Employer  annually.  The Sponsor  reserves the
                  right to change  this fee from  time to time and will  provide
                  written notice in advance of any change.

C.       PROTOTYPE REPLACEMENT PLAN

          This Adoption  Agreement is a replacement  prototype  plan for the (1)
          Merrill Lynch Special Prototype Defined  Contribution Plan and Trust -
          401(k)  Plan  #03-004 and (2) Merrill  Lynch Asset  Management,  Inc.,
          Special  Prototype  Defined  Contribution Plan and Trust - 401(k) Plan
          Adoption Agreement #03-004.

D.       RELIANCE

          The adopting Employer may not rely on the opinion letter issued by the
          National Office of the Internal  Revenue Service as evidence that this
          Plan is qualified under Code Section 401. In order to obtain reliance,
          the Employer must apply to the  appropriate  Key District  Director of
          the Internal  Revenue Service for a determination  letter with respect
          to the Plan.



<PAGE>


                              EMPLOYER'S SIGNATURE


                                Name of Employer:                           |X|
                                                 -----------------------



                                By:                                         |X|
                                       -----------------------------------
                                               Authorized Signature


                                                                            |X|
                                       -----------------------------------
                                                    Print Name


                                                                            |X|
                                       -----------------------------------
                                                       Title



Dated:___________________, 19____ |X|







TO BE COMPLETED BY MERRILL LYNCH:

SPONSOR ACCEPTANCE:

Subject to the terms and  conditions  of the  Prototype  Plan and this  Adoption
Agreement,  this Adoption Agreement is accepted by Merrill Lynch, Pierce, Fenner
& Smith Incorporated as the Prototype Sponsor.

Authorization Signature:___________________________________________



<PAGE>


                              TRUSTEE(S) SIGNATURE


    This Trustee Acceptance is to be completed only if the Employer appoints one
    or more  Trustees  and does not  appoint a Merrill  Lynch  Trust  Company as
    Trustee.

    The undersigned hereby accept all of the terms, conditions,  and obligations
    of  appointment  as Trustee  under the Plan.  If the  Employer has elected a
    Group Trust in this Adoption Agreement,  the undersigned Trustee(s) shall be
    the Trustee(s) of the Group Trust.



                                   AS TRUSTEE:




---------------------------------------      ------------------------------
      (Signature)                                      (print or type name) |X|

---------------------------------------      ------------------------------
      (Signature)                                      (print or type name) |X|

---------------------------------------      ------------------------------
      (Signature)                                      (print or type name) |X|

---------------------------------------      ------------------------------
      (Signature)                                      (print or type name) |X|



Dated:___________________, 19____ |X|





<PAGE>


                  THE MERRILL LYNCH TRUST COMPANIES AS TRUSTEE


This Trustee  Acceptance  and  designation  of  Investment  Committee  are to be
completed only when a Merrill Lynch Trust Company is appointed as Trustee.

TO BE COMPLETED BY THE EMPLOYER:

                       DESIGNATION OF INVESTMENT COMMITTEE

The Investment Committee for the Plan is (print or type names):

Name:________________________________________________________________________

Name:________________________________________________________________________

Name:________________________________________________________________________

Name:________________________________________________________________________



TO BE COMPLETED BY MERRILL LYNCH TRUST COMPANY:



                             ACCEPTANCE BY TRUSTEE:


The undersigned hereby accept all of the terms,  conditions,  and obligations of
appointment as Trustee under the Plan. If the Employer has elected a Group Trust
in this Adoption Agreement,  the undersigned  Trustee(s) shall be the Trustee(s)
of the Group Trust.

SEAL                             MERRILL LYNCH TRUST COMPANY [________________]


                                       By:____________________________________

Dated: _____________, 19__



<PAGE>


            THE MERRILL LYNCH TRUST COMPANIES AS ONE OF THE TRUSTEES


This Trustee  Acceptance  is to be  completed  only if, in addition to a Merrill
Lynch Trust Companies as Trustee, the Employer appoints an additional Trustee of
a second trust fund.

The undersigned hereby accept all of the terms,  conditions,  and obligations of
appointment as Trustee under the Plan. If the Employer has elected a Group Trust
in this Adoption Agreement,  the undersigned  Trustee(s) shall be the Trustee(s)
of the Group Trust.

                                         AS TRUSTEE


_________________________________        ____________________________________
         (Signature)                               (print or type name)



Dated: ________________, 19__

SEAL                         MERRILL LYNCH TRUST COMPANY [________________]


                                                     ________________________

Dated: _____________, 19__




DESIGNATION OF INVESTMENT COMMITTEE

The Investment Committee for the Plan is (print or type name):


____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________