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                                                                    Exhibit 10.8

[MFS LOGO]

THE FIRST NAME IN MUTUAL FUNDS

                           MFS FUND DISTRIBUTORS, INC.
                              401(k) PROFIT SHARING
                                 PLAN AND TRUST

                                    MAY, 1995


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                           MFS FUND DISTRIBUTORS, INC.
                      401(k) PROFIT SHARING PLAN AND TRUST

                                TABLE OF CONTENTS

                                    ARTICLE I
                                   DEFINITIONS

                                   ARTICLE II
                     TOP HEAVY PROVISIONS AND ADMINISTRATION

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2.1 TOP HEAVY PLAN REQUIREMENTS ........................................       6
2.2 DETERMINATION OF TOP HEAVY STATUS ..................................       6
2.3 POWERS AND RESPONSIBILITIES OF THE EMPLOYER ........................       8
2.4 DESIGNATION OF ADMINISTRATIVE AUTHORITY ............................       8
2.5 ALLOCATION AND DELEGATION OF RESPONSIBILITIES ......................       8
2.6 POWERS AND DUTIES OF THE ADMINISTRATOR .............................       8
2.7 RECORDS AND REPORTS ................................................       8
2.8 APPOINTMENT OF ADVISERS ............................................       8
2.9 INFORMATION FROM EMPLOYER ..........................................       8
2.10 PAYMENT OF EXPENSES ...............................................       9
2.11 MAJORITY ACTIONS ..................................................       9
2.12 CLAIMS PROCEDURE ..................................................       9
2.13 CLAIMS REVIEW PROCEDURE ...........................................       9

                                   ARTICLE III
                                   ELIGIBILITY

3.1 CONDITIONS OF ELIGIBILITY ..........................................       9
3.2 EFFECTIVE DATE OF PARTICIPATION ....................................       9
3.3 DETERMINATION OF ELIGIBILITY .......................................       9
3.4 TERMINATION OF ELIGIBILITY .........................................       9
3.5 OMISSION OF ELIGIBLE EMPLOYEE ......................................       9
3.6 INCLUSION OF INELIGIBLE EMPLOYEE ...................................       9
3.7 ELECTION NOT TO PARTICIPATE ........................................       9
3.8 CONTROL OF ENTITIES BY OWNER-EMPLOYEE ..............................      10

                                   ARTICLX IV
                          CONTRIBUTTION AND ALLOCATION

4.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION ....................      10
4.2 PARTICIPANT'S SALARY REDUCTION ELECTION ............................      10
4.3 TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION .........................      12
4.4 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS ...............      12
4.5 ACTUAL DEFERRAL PERCENTAGE TESTS ...................................      14
4.6 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS .....................      15
4.7 ACTUAL CONTRIBUTION PERCENTAGE TESTS ...............................      16
4.8 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS .................      18
4.9 MAXIMUM ANNUAL ADDITIONS ...........................................      19
4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS .........................      22
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4.11 TRANSFERS FROM QUALIFIED PLANS ....................................      22
4.12 VOLUNTARY CONTRIBUTIONS ...........................................      22
4.13 DIRECTED INVESTMENT ACCOUNT .......................................      23
4.14 QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS ........................      23
4.15 INTEGRATION IN MORE THAN ONE PLAN .................................      23

                                    ARTICLE V
                                   VALUATIONS

5.1 VALUATION OF THE TRUST FUND ........................................      23
5.2 METHOD OF VALUATION ................................................      23

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1 DETERMINATION OF BENEFITS UPON RETIREMENT ..........................      23
6.2 DETERMINATION OF BENEFITS UPON DEATH ...............................      24
6.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY ...................      24
6.4 DETERMINATION OF BENEFITS UPON TERMINATION .........................      24
6.5 DISTRIBUTION OF BENEFITS ...........................................      26
6.6 DISTRIBUTION OF BENEFITS UPON DEATH ................................      27
6.7 TIME OF SEGREGATION OR DISTRIBUTION ................................      29
6.8 DISTRIBUTION FOR MINOR BENEFICIARY .................................      29
6.9 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN .....................      29
6.10 PRE-RETIREMENT DISTRIBUTION .......................................      30
6.11 ADVANCE DISTRIBUTION FOR HARDSHIP .................................      30
6.12 LIMITATIONS ON BENEFITS AND DISTRIBUTIONS .........................      30
6.13 SPECIAL RULE FOR NON-ANNUITY PLANS ................................      30

                                   ARTICLE VII
                                     TRUSTEE

7.1 BASIC RESPONSIBILITIES OF THE TRUSTEE ..............................      30
7.2 INVESTMENT POWERS AND DUTIES OF THE TRUSTEE ........................      31
7.3 OTHER POWERS OF THE TRUSTEE ........................................      31
7.4 LOANS TO PARTICIPANTS ..............................................      32
7.5 DUTIES OF THE TRUSTEE REGARDING PAYMENTS ...........................      33
7.6 TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES ......................      33
7.7 ANNUAL REPORT OF THE TRUSTEE .......................................      33
7.8 AUDIT ..............................................................      33
7.9 RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE ......................      34
7.10 TRANSFER OF INTEREST ..............................................      34
7.11 TRUSTEE INDEMNIFICATION ...........................................      34
7.12 EMPLOYER SECURITIES AND REAL PROPERTY .............................      34
7.13 PASSIVE TRUSTEE ...................................................      34
7.14 DIRECT ROLLOVER ...................................................      34

                                  ARTICLE VIII
                       AMENDMENT, TERMINATION, AND MERGERS

8.1 AMENDMENT ..........................................................      35
8.2 TERMINATION ........................................................      35
8.3 MERGER OR CONSOLIDATION ............................................      35
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                                   ARTICLE IX
                                  MISCELLANEOUS

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9.1 EMPLOYER ADOPTIONS .................................................      35
9.2 PARTICIPANT'S RIGHTS ...............................................      35
9.3 ALIENATION .........................................................      36
9.4 CONSTRUCTION OF PLAN ...............................................      36
9.5 GENDER AND NUMBER ..................................................      36
9.6 LEGAL ACTION .......................................................      36
9.7 PROHIBITION AGAINST DIVERSION OF FUNDS .............................      36
9.8 BONDING ............................................................      36
9.9 INSURER'S PROTECTIVE CLAUSE ........................................      36
9.10 RECEIPT AND RELEASE FOR PAYMENTS ..................................      36
9.11 ACTION BY THE EMPLOYER ............................................      36
9.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY ................      36
9.13 HEADINGS ..........................................................      37
9.14 APPROVAL BY INTERNAL REVENUE SERVICE ..............................      37
9.15 UNIFORMITY ........................................................      37
9.16 PAYMENT OF BENEFITS ...............................................      37

                                    ARTICLE X
                             PARTICIPATING EMPLOYERS

10.1 ELECTION TO BECOME A PARTICIPATING EMPLOYER .......................      37
10.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS ...........................      37
10.3 DESIGNATION OF AGENT ..............................................      37
10.4 EMPLOYEE TRANSFERS ................................................      37
10.5 PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES .............      37
10.6 AMENDMENT .........................................................      38
10.7 DISCONTINUANCE OF PARTICIPATION ...................................      38
10.8 ADMINISTRATOR'S AUTHORITY .........................................      38
10.9 PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE .................      38
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                                    ARTICLE I
                                   DEFINITIONS

As used in this Plan. the following words and phrases shall have the meanings
set forth herein unless a different meaning is clearly required by the context:

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

1.2 "Administrator" means the person(s) or entity designated by the Employer
pursuant to Section 2.4 to administer the Plan on behalf of the Employer.

1.3 "Adoption Agreement" means the separate Agreement which is executed by the
Employer and accepted by the Trustee which sets forth the elective provisions of
this Plan and Trust as specified by the Employer.

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

1.5 "Aggregate Account" means with respect to each Participant, the value of all
accounts maintained on behalf of a Participant, whether attributable to Employer
or Employee contributions, subject to the provisions of Section 2.2.

1.6 "Anniversary Date" means the anniversary date specified in C3 of the
Adoption Agreement.

1.7 "Beneficiary" means the person to whom a share of a deceased Participant's
interest in the Plan is payable, subject to the restrictions of Sections 6.2 and
6.6.

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

1.9 "Compensation" with respect to any Participant means one of the following:

        (a)     Compensation on Form W-2. 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 Code
                Sections 6041(d) and 6051(a)(3). Compensation must be determined
                without regard to any rules under Code Section 3401(a) that
                limit the remuneration included in wages based on the nature or
                location of the employment or the services performed (such as
                the exception for agricultural labor in Section 3401(a)(2).
                Compensation for any Self-Employed Individual shall be equal to
                his Earned Income.

        (b)     Code Section 3401(a) wages. 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)).

        (c)     415 safe-harbor compensation. Compensation is defined as 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 with the Employer maintaining the Plan to the extent
                that the amounts are includible in gross income (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 Regulation Section
                1.622(c)), and excluding the following:

                1)      Employer contributions to a plan of Deferred
                        Compensation which are not includible in the Employee's
                        gross income for the taxable year in which contributed,
                        or Employer contributions under a simplified employee
                        pension plan 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 property)
                        held by the Employee either becomes freely transferable
                        or is no longer subject to a substantial risk of
                        forfeiture;

                (3)     Amounts realized from the sale, exchange or other
                        disposition of stock acquired under a qualified stock
                        option and

                (4)     other amounts which received special tax benefits, or
                        contributions made by the Employer (whether or not under
                        a salary reduction agreement) towards the purchase of an
                        annuity contract described in section 403(b) of the
                        Internal Revenue Code (whether or not the contributions
                        are actually excludable from the gross income of the
                        Employee).

In addition, if specified in the Adoption Agreement, Compensation for all Plan
purposes shall also include compensation which is not currently includible in
the Participant's gross income by reason of the application of Code
Sections 125, 402(e)(3), 402(h)(1)(B), or 403(b).

Compensation in excess of $200,000 shall be disregarded. Such amount shall be
adjusted at the same time and in such manner as permitted under Code Section
415(d).

Notwithstanding the above, for Plan Years beginning on or after January 1, 1994.
the 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 Code Section 401(a)(17)(B). 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 yew. If a determination period consists of fewer than 12
months, over which Compensation is determined (determination period) beginning
in such calendar year. If a determination period consists of fewer than 12
months, over which Compensation is determined (determination period) beginning
in each calendar year. If a determination period consists of fewer than 12
months, the OBRA '93 annual compensation limit will be multiplied by a fraction.
the numerator of which is the number of months in the determination period, and
the denominator of which is 12.

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

In applying these limitations, the family group of a Highly Compensated
Participant who is subject to the Family Member aggregation rules of Code
Section 414(q)(6) because such Participant is either a "five percent owner" of
the Employer or one of the ten (10) Highly Compensated Employees paid the
greatest "415 Compensation" during the year, shall be treated as a single
Participant, except that for this purpose Family Members shall include only the
affected participant's spouse and any lineal descendants who have not attained
age nineteen (19) before the close of the year. If, as a result of the
application of such rules, the adjusted limitation is exceeded, then (except for
purposes of determining the portion of Compensation up to the integration level
if this plan is integrated), the limitation shall be prorated among the affected
individuals in proportion to each such individual's Compensation as determined
under this Section prior to the application of this limitation.


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For Plan Years beginning prior to January 1, 1989 the $200,000 limit (without
regard to Family Member aggregation) shall apply only for Top Heavy Plan Years
and shall not be adjusted.

1.10 "Contract" or "Policy" means any life insurance policy, retirement income
policy, or annuity contract (group or individual) issued by the Insurer. In the
event of any conflict between the terms of this Plan and the terms of any
insurance contract purchased hereunder, the Plan provisions shall control.

1.11 "Deferred Compensation" means that portion of a Participant's total
Compensation that such Participant has elected to defer for a Plan Year pursuant
to Section 4.2

1.12 "Early Retirement Date" means the date specified in the Adoption Agreement
on which a Participant or Former Participant has satisfied the age and service
requirements specified in the Adoption Agreement (Early Retirement Age). A
Participant shall become fully Vested upon satisfying this requirement if still
employed at his Early Retirement Age.

A Former Participant who terminates employment after satisfying the service
requirement for Early Retirement and who thereafter reaches the age requirement
contained herein shall be entitled to receive his benefits under this Plan.

1.13 "Earned Income" means with respect to a Self-Employed Individual, the net
earnings from self-employment in the trade or business with respect to which the
Plan is established, for which the personal services of the individual are a
material income-producing factor. Net earnings will be determined without regard
to items not included in gross income and the deductions allocable to such
items. Net earnings am reduced by contributions by the Employer to a qualified
Plan to the extent deductible under Code Section 404. In addition, for Plan
Years beginning after December 31, 1989, net earnings shall be determined with
regard to the deduction allowed to the Employer by Code Section 164(f).

1.14 "Elective Contribution" means the Employer's contributions to the Plan that
are made pursuant to the Participant's deferral election pursuant to Section
4.2. In addition, if selected in E3 of the Adoption Agreement, the Employer's
matching contribution made pursuant to Section 4.1(b) shall be considered an
Elective Contribution for purposes of the Plan. Elective Contributions shall be
subject to the requirements of Sections 4.2(b) and 4.2(c) and shall further be
required to satisfy the discrimination requirements of Regulation
1.401(k)-1(b)(3), the provisions of which are specifically incorporated herein
by reference.

1.15 "Eligible Employee" means any Employee specified in D1 of the Adoption
Agreement.

1.16 "Employee" means any person who is employed by the Employer, but excludes
any person who is employed as an independent contractor. The term Employee shall
also include Leased Employees as provided in Code Section 414(n) or (o).

Except as provided in the Non-Standardized Adoption Agreement, all Employees of
all entities which are an Affiliated Employer will be treated as employed by a
single employer.

1.17 "Employer" means the entity specified in the Adoption Agreement, any
Participating Employer (as defined in Section 10.1) which shall adopt this
Plan, any successor which shall maintain this Plan and any predecessor which has
maintained this Plan.

1.18 "Excess Compensation" means, with respect to a Plan that is integrated with
Social Security, a Participant's Compensation which is in excess of the amount
set forth in the Adoption Agreement.

1.19 "Excess Contributions" means, with respect to a Plan Year, the excess of
Elective Contributions and Qualified Non-Elective Contributions made on behalf
of Highly Compensated Participants for the Plan Year over the maximum amount of
such contributions permitted under Section 4.5(a).

1.20 "Excess Deferred Compensation" means, with respect to any taxable year of a
Participant the excess of the aggregate amount of such Participant's Deferred
Compensation and the elective deferrals pursuant to Section 4.2(f) actually made
on behalf of such Participant for such taxable year, over the dollar limitation
provided for in Code Section 402(g), which is incorporated herein by reference.

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

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

1.23 "Fiscal Year" means the Employer's accounting year as specified in the
Adoption Agreement.

1.24 "Forfeiture" means that portion of a Participant's Account that is not
Vested, and occurs on the earlier of:

        (a)     the distribution of the entire Vested portion of a Participant's
                Account, or

        (b)     the last day of the Plan Year in which the Participant incurs
                five (5) consecutive 1-Year Breaks in Service.

Furthermore, for purposes of paragraph (a) above, in the case of a Terminated
Participant whose Vested benefit is zero, such Terminated Participant shall be
deemed to have received a distribution of his Vested benefit upon his
termination of employment. In addition, the term Forfeiture shall also include
amounts deemed to be Forfeitures pursuant to any other provision of this Plan.

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

1.26 "414(s) Compensation" with respect to any Employee means his Compensation
as defined in Section 1.9. However, for purposes of tins Section, Compensation
shall be Compensation paid and shall be determined by including, in the case of
a non-standardized Adoption Agreement, any items that are excluded from
Compensation pursuant to the Adoption Agreement. The amount of "414(s)
Compensation" with respect to any Employee shall include "414(s) Compensation"
during the entire twelve (12) month period ending on the last day of such Plan
Year, except that for Plan Years beginning prior to the later of January 1,
1992, or the date that is sixty (60) days after the date final Regulations are
issued, "414(s) Compensation" shall only be recognized as of an Employee's
effective date of participation.

In addition, if specified in the Adoption Agreement "414(s) Compensation" shall
also include compensation which is not currently includible in the Participant's
gross income by reason of the application of Code Sections 125, 402(e)(3),
402(h)(1)(B), or 403(b), plus Elective Contributions attributable to Deferred
Compensation recharacterized as voluntary Employee contributions pursuant to
4.6(a).

1.27 "415 Compensation" means compensation as defined in Section 4.9(f)(2).

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

        (a)     Employees who at any time during the "determination year" or
                "look-back year" were "five percent owners" as defined in
                Section 1.35(c).


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        (b)     Employees who received "415 Compensation" during the "look-back
                year" from the Employer in excess of $75,000.

        (c)     Employees who received "415 Compensation" during the "look-back
                year" from the Employer in excess of $50,000 and were in the Top
                Paid Group of Employees for the Plan Year.

        (d)     Employees who during the "look-back year" were officers of the
                Employer (as that term is defined within the meaning of the
                Regulations under Code Section 416) and received "415
                Compensation" during the "look-back year" from the Employer
                greater than 50 percent of the limit in effect under Code
                Section 415(b)(1)(A) for any such Plan Year. The number of
                officers shall be limited to the lesser of (i) 50 employees: or
                (ii) the greater of 3 employees or 10 percent of all employees.
                If the Employer does not have at least one officer whose annual
                "415 Compensation" is in excess of 50 percent of the Code
                Section 415(b)(1)(A) limit, then the highest paid officer of the
                Employer will be treated as a Highly Compensated Employee.

        (e)     Employees who are in the group consisting of the 100 Employees
                paid the greatest "415 Compensation" during the "determination
                year" and are also described in (b),(c) or (d) above when these
                paragraphs are modified to substitute "determination year" for
                "look-back year".

                The "determination year" shall be the Plan Year for which
                testing is being performed, and the "look-back year" shall be
                the immediately preceding twelve-month period. However, if the
                Plan Year is a calendar year, or if another Plan of the Employer
                so provides, then the "look-back year" shall be the calendar
                year ending with or within the Plan Year for which testing is
                being performed, and the "determination year" (if applicable)
                shall be the period of time, if any, which extends beyond the
                "look-back year" and ends on the last day of the Plan Year for
                which testing is being performed (the "lag period"). With
                respect to this election, it shall be applied on a uniform and
                consistent basis to all plans, entities, and arrangements of the
                Employer.

For purposes of this Section, the determination of "415 Compensation" shall be
made by including amounts that would otherwise be excluded from a Participant's
gross income by reason of the application of Code Sections
125.402(e)(3), 402(h)(l)(B) and, in the case of Employer contributions made
pursuant to a salary reduction agreement Code Section 403(b). Additionally, the
dollar threshold amounts specified in (b) and (c) above shall be adjusted at
such time and in such manner as is provided in Regulations. In the case of such
an adjustment the dollar limits which shall be applied are those for the
calendar year in which the "determination year" or "look back year" begins.

In determining who is a Highly Compensated Employee, Employees who are
non-resident aliens and who received no earned income (within the meaning of
Code Section 911(d)) from the Employer constituting United States source income
within the meaning of Code Section 861(a)(3) shall not be treated as Employees.
Additionally, all Affiliated Employers shall be taken into account as a single
employer and Leased Employees within the meaning of Code Sections 414(n)(2) and
414(o)(2) shall be considered Employees unless such Leased Employees are covered
by a plan described in Code Section 414(n)(5) and are not covered in any
qualified plan maintained by the Employer. The exclusion of Leased Employees for
this purpose shall be applied on a uniform and consistent basis for all of the
Employer's retirement plans. In addition, Highly Compensated Former Employees
shall be treated as Highly Compensated Employees without regard to whether they
performed services during the "determination year".

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

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

1.31 "Hour of Service" means (1)each hour for which an Employee is directly or
indirectly compensated or entitled to compensation by the Employer for the
performance of duties during the applicable computation period: (2) each hour
for which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer (irrespective of whether the employment
relationship has terminated) for reasons other than performance of duties (such
as vacation, holidays, sickness, jury duty, disability, lay-off, military duty
or leave of absence) during the applicable computation period. (3) each hour for
which back pay is awarded or agreed to by the Employer without regard to
mitigation of damages. The same Hours of Service shall not be credited both
under (1) or (2), as the case may be, and under (3).

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

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

An Hour of Service must be counted for the purpose of determining a Year of
Service, a year of participation for purposes of accrued benefits a 1-Year Break
in Service, and employment commencement date (or reemployment commencement
date). The provisions of Department of Labor regulations 2530.200b-2(b) and (c)
are incorporated herein by reference.

Hours of Service will be credited for employment with all Affiliated Employers
and for any individual considered to be a Leased Employee pursuant to Code
Sections 414(n) or 414(o) and the Regulations thereunder.

Hours of Service will be determined on the basis of the method selected in the
Adoption Agreement.

1.32 "Insurer" means any legal reserve insurance company which shall issue one
or more policies under the Plan.

1.33 "Investment Manager" means an entity that (a) has the power to manage,
acquire, or dispose of Plan assets and (b) acknowledges fidu-


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<PAGE>   8
ciary responsibility to the Plan in writing. Such entity must be a person, firm,
or corporation registered as an investment adviser under the Investment
Advisers, Act of 1940, a bank, or an insurance company.

1.34 "Joint and Survivor Annuity" means an annuity for the life of a Participant
with a survivor annuity for the life of the Participant's spouse which is not
less that 1/2, nor greater than the amount of the annuity payable during the
joint lives of the Participant and the Participant's spouse. The Joint and
Survivor Annuity will be the amount of benefit which can be purchased with the
Participant's Vested interest in the Plan.

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

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

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

        (c)     a "five percent owner" of the Employer. "Five percent owner"
                means any person who owns (or is considered as owning within the
                meaning of Code Section 318) more than five percent (5%) of the
                outstanding stock of the Employer or stock possessing more than
                five percent (5%) of the total combined voting power of all
                stock of the Employer or, in the case of an unincorporated
                business, any person who owns more than five percent (5%) of the
                capital or profits merest in the Employer. In determining
                percentage ownership hereunder, employers that would otherwise
                be aggregated under Code Sections 414(b), (c), (m) and
                (o) shall be treated as separate employers.

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

For purposes of this Section, the determination of "415 Compensation" shall be
made by including amounts that would otherwise be excluded from a Participant's
gross income by reason of the application of Code Sections 125,402(e)(3),
402(h)(1)(B) and, in the case of Employer contributions made pursuant to a
salary reduction agreement Code section 403(b).

1.36 "Late Retirement Date" means the date of, or the first day of the month or
the Anniversary Date coinciding with or next following, whichever corresponds to
the election made for the Normal Retirement Date, a Participant's actual
retirement after having reached his Normal Retirement Date.

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

A leased employee shall not be considered an Employee of the recipient if: (i)
such employee is covered by a money purchase pension plan providing: (1) a
nonintegrated employer contribution rate of at least 10 percent of compensation,
as defined in Code Section 415(c)(3), but including amounts contributed pursuant
to a salary reduction agreement which am excludable from the employee's gross
income under Code Sections 125, 402(e)(3), 402(h), or 403(b), (2) immediate
participation, and (3) full and immediate vesting; and (ii) leased employees do
not constitute more than 20 percent of the recipient's non-highly compensated
workforce.

1.38 "Net Profit" means with respect to any Fiscal Year the Employer's net
income or profit for such Fiscal Year determined upon the basis of the
Employer's books of account in accordance with generally accepted accounting
principles, without any reduction for taxes based upon income, or for
contributions made by the Employer to this Plan and any other qualified plan.

1.39 "Non-Elective Contribution" means the Employer's contributions to the Plan
other than those made pursuant to the Participant's deferral election made
pursuant to Section 4.2 and any Qualified Non-Elective Contribution. In
addition, if selected in E3 of the Adoption Agreement, the Employer's Matching
Contribution made pursuant to Section 4. 1 (b) shall be considered a
Non-Elective Contribution for purposes of the Plan.

1.40 "Non-Highly Compensated Participant" means any Participant who is neither a
Highly Compensated Employee nor a Family Member.

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

1.42 "Normal Retirement Age" means the age specified in the Adoption Agreement
at which time a Participant shall become fully Vested in his Participant's
Account.

1.43 "Normal Retirement Date" means the date specified in the Adoption Agreement
on which a Participant shall become eligible to have his benefits distributed to
him.

1.44 "1-Year Break in Service" means the applicable computation period during
which an Employee has not completed more than 500 Hours of Service with the
Employer. Further solely for the purpose of determining whether a Participant
has incurred a 1-Year Break in Service. Hours of Service shall be recognized for
"authorized leaves of absence" and "maternity and paternity leaves of absence."

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

A "maternity or paternity leave of absence" means for Plan Years beginning
after December 31, 1994, an absence from work for any period by reason of the
Employee's pregnancy, birth of the Employee's child, placement of a child with
the Employee in connection with the adoption of such child, or any absence for
the purpose of caring for such child for a period immediately following such
birth or placement. For this purpose, Hours of Service shall be credited for the
computation period in which the absence from work begins, only if credit
therefore is necessary to prevent the Employee


                                       4


<PAGE>   9
from incurring a 1-Year Break in Service, or, in any other case, in the
immediately following computation period. The Hours of Service credited for a
"maternity or paternity leave of absence" shall be those which would normally
have been credited but for such absence. or, in any case in which the
Administrator is unable to determine such hours normally credited, eight (8)
Hours of Service per day. The total Hours of Service required to be credited for
a "maternity or paternity leave of absence" shall not exceed 501.

1.45 "Owner-Employee" means a sole proprietor who owns the entire interest in
the Employer or a partner who owns more than 10% of either the capital interest
or the profits interest in the Employer and who receives income for personal
services from the Employer.

1.46 "Participant" means any Eligible Employee who participates in the Plan as
provided in Section 3.2 and has not for any reason become ineligible to
participate further in the Plan.

1.47 "Participant's Account" means the account established and maintained by the
Administrator for each Participant with respect to his total interest under the
Plan resulting from the Employer's Non-Elective Contributions. A separate
accounting shall be maintained for matching contributions if they are deemed to
be Non-Elective Contributions.

1.48 "Participant's Combined Account" means the total aggregate amount of each
Participant's Elective Account, Qualified Non-Elective Account, and
Participant's Account.

1.49 "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer's Elective
Contributions. A separate accounting shall be maintained with respect to that
portion of the Participant's Elective Account attributable to Elective
Contributions made pursuant to Section 4.2. Employer matching contributions if
they are deemed to be Elective Contributions, and any Qualified Non-Elective
Contributions.

1.50 "Participant's Rollover Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan resulting from amounts transferred from another qualified
plan or "conduit" Individual Retirement Account in accordance with
Section 4.11.

1.51  "Plan" means this instrument (hereinafter referred to as MFS
Fund  Distributors, Inc. 401(k) Profit Sharing Plan and Trust Basic
Plan Document #02) including all amendments thereto, and the Adoption Agreement
as adopted by the Employer.

1.52 "Plan Year" means the Plan's accounting year as specified in C2 of the
Adoption Agreement.

1.53 "Pre-Retirement Survivor Annuity" means an immediate annuity for the life
of the Participant's spouse, the payments under which must be equal to die
actuarial equivalent of 50% of the Participant's Vested interest in the Plan as
of the date of death.

1.54 "Qualified Non-Elective Account" means the account established hereunder to
which Qualified Non-Elective Contributions are allocated.

1.55 "Qualified Non-Elective Contribution" means the Employer's contributions to
the Plan that are made pursuant to Section 4.1(d) and Section 4.6(b) which are
used to satisfy the "Actual Deferral Percentage" tests. Qualified Non-Elective
Contributions are nonforfeitable when made and are distributable only as
specified in Sections 4.2(c) and 6.11. In addition, the Employer's
contributions to the Plan that are made pursuant to Section 4.8(h) and which are
used to satisfy the "Actual Contribution Percentage" tests shall be considered
Qualified Non-Elective Contributions.

1.56 "Qualified Voluntary Employee Contribution Account" means the account
established and maintained by the Administrator for each Participant with
respect to his total interest under the Plan resulting from the Participant's
tax deductible qualified voluntary employee contributions made pursuant to
Section 4-14.

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

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

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

1.60 "Self-Employed Individual" means an individual who has earned income for
the taxable year from the trade or business for which the Plan is established,
and, also, an individual who would have had earned income but for the fact that
the trade or business had no net profits for the taxable year. A Self-Employed
Individual shall be treated as an Employee.

1.61 "Shareholder-Employee" means a Participant who owns more than five percent
(5%) of the Employer's outstanding capital stock during any year in which the
Employer elected to be taxed as a Small Business Corporation under the
applicable Code Section.

1.62 "Short Plan Year" means, if specified in the Adoption Agreement, that the
Plan Year shall be less than a 12 month period. If chosen, the following rules
shall apply in the administration of this Plan. In determining whether an
Employee has completed a Year of Service for benefit accrual purposes in the
Short Plan Year. the number of the Hours of Service required shall be
proportionately reduced based on the number of days in the Short Plan Year. The
determination of whether an Employee has completed a Year of Service for vesting
and eligibility purposes shall be made in accordance with Department of Labor
Regulation 2530.203-2(c). In addition, if this Plan is integrated with Social
Security, the integration level shall also be proportionately reduced based on
the number of days in the Short Plan Year.

1.63 "Super Top Heavy Plan" means a plan described in Section 2.2(b).

1.64 "Taxable Wage Base" means, with respect to any year, the maximum amount of
earnings which may be considered wages for such year under Code Section
3121(a)(1).

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

1.66 "Top Heavy Plan" means a plan described in Section 2.2(a).

1.67 "Top Heavy Plan Year" means a Plan Year commencing after December 31. 1983
during which the Plan is a Top Heavy Plan.

1.68 "Top Paid Group" shall be deemed pursuant to Code Section 414(q) and the
Regulations thereunder and generally means the top 20 percent of Employees who
performed services for the Employer during the applicable year, ranked according
to the amount of "415 Compensation" (as determined pursuant to Section 1.28)
received from the Employer during such year. All affiliated Employers shall be
taken into account as a single employer and Leased Employees shall be treated as
Employees pursuant to Code Section 414(n) or (o). Employees who are non-resident
aliens who received no earned income (within the meaning of Code Section
911(d)(2)) from the Employer constituting United States source income within the
meaning of Code Section 861(a)(3) shall not be treated as Employees.
Additionally, for the purpose of determining the number of active Employees in
any year the following additional Employees shall also be excluded, however,
such Employees shall still be considered for the purpose of identifying the
particular Employees in the Top Paid Group:

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

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

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

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


                                       5


<PAGE>   10
In addition, if 90 percent or more of the Employees of the Employer are covered
under agreements the Secretary of Labor finds to be collective bargaining
agreements between Employee representatives and the Employer, and the Plan
covers only Employees who are not covered under such agreements, then Employees
covered by such agreements shall be excluded from both the total number of
active Employees as well as from the identification of particular Employees in
the Top Paid Group.

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

1.69 "Total and Permanent Disability" means the 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. The
disability of a Participant shall be determined by a licensed physician chosen
by the Administrator. However, if the condition constitutes total disability
under the federal Social Security Acts, the Administrator may rely upon such
determination that the Participant is Totally and Permanently Disabled for the
purposes of this Plan. The determination shall be applied uniformly to all
Participants.

1.70 "Trustee" means the person or entity named in B6 of the Adoption Agreement
and any successors.

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

1.72 "Vested" means the nonforfeitable portion of any account maintained on
behalf of a Participant.

1.73 "Voluntary Contribution Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan resulting from the Participant's nondeductible voluntary
contributions made pursuant to Section 4.12.

Amounts recharacterized as voluntary Employee contributions pursuant to Section
4.6(a) shall remain subject to the limitations of Sections 4.2(b) and 4.2(c).
Therefore, a separate accounting shall be maintained with respect to that
portion of the Voluntary Contribution Account attributable to voluntary Employee
contributions made pursuant to Section 4.12.

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

For purposes of eligibility for participation, the initial computation period
shall begin with the date on which the Employee first performs an Hour of
Service (employment commencement date). The computation period beginning after a
1-Year Break in Service shall be measured from the date on which an Employee
again performs an Hour of Service. The suceeding computation periods shall begin
with the first anniversary of the Employee's employment commencement date.
However, if one (1) Year of Service or less is required as a condition of
eligibility, then after the initial eligibility computation period. the
eligibility computation period shall shift to the current Plan Year which
includes the anniversary of the date on which the Employee first performed an
Hour of Service. An Employee who is credited with 1,000 Hours of Service in both
the initial eligibility computation period and the first Plan Year which
commences prior to the first anniversary of the Employee's initial eligibility
computation period will be credited with two Years of Service for purposes of
eligibility to Participate.

For vesting purposes, and all other purposes not specifically addressed in this
Section, the computation period shall be the Plan Year including periods prior
to the Effective Date of the Plan unless specifically excluded pursuant to the
Adoption Agreement.

Years of service and breaks in service will be measured on the same computation
period.

Years of Service with any predecessor Employer which maintained this Plan shall
be recognized. Years of Service with any other predecessor Employer shall be
recognized as specified in the Adoption Agreement

Years of Service with any Affiliated Employer shall be recognized.

                                   ARTICLE II

                     TOP HEAVY PROVISIONS AND ADMINISTRATION

2.1 TOP HEAVY PLAN REQUIREMENTS

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

2.2   DETERMINATION OF TOP HEAVY STATUS

        (a)     This Plan shall be a Top Heavy Plan for any Plan Year beginning
                after December 31, 1983, in which, as of the Determination Date.
                (1) the Present Value of Accrued Benefits of Key Employees and
                (2) the sum of the Aggregate Accounts of Key Employees under
                this Plan and all plans of an Aggregation Group, exceeds sixty
                percent (60%) of the Present Value of Accrued Benefits and the
                Aggregate Accounts of all Key and Non-Key Employees under this
                Plan and all plans of an Aggregation Group.

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

        (b)     This Plan shall be a Super Top Heavy Plan for any Plan Year
                beginning after December 31, 1983, in which, as of the
                Determination Date, (1) the Present Value of Accrued Benefits of
                Key Employees and (2) the sum of the Aggregate Accounts of Key
                Employees under this Plan and all plans of an Aggregation Group,
                exceeds ninety percent (90%) of the Present Value of Accrued
                Benefits and the Aggregate Accounts of all Key and Non-Key
                Employees under this Plan and all plans of an Aggregation Group.

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

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

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

                (3)     any Plan distributions made within the Plan Year that
                        includes the Determination Date or within the four (4)
                        preceding Plan Years. However, in the case of
                        distributions made after the valuation date and prior to
                        the Determination Date, such distributions are not
                        included


                                       6


<PAGE>   11
                        as distributions for top heavy purposes to the extent
                        that such distributions are already included in the
                        Participant's Aggregate Account balance as of the
                        valuation date. Notwithstanding anything herein to the
                        contrary, all distributions, including distributions
                        made prior to January 1, 1984, and distributions under a
                        terminated plan which if it had not been terminated
                        would have been required to be included in an
                        Aggregation Group, will be counted. Further,
                        distributions from the Plan (including the cash value of
                        life insurance policies) of a Participant's account
                        balance because of death shall be treated as a
                        distribution for the purposes of this paragraph.

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

                (5)     with respect to unrelated rollovers and plan-to-plan
                        transfers (ones which are both initiated by the Employee
                        and made from a plan maintained by one employer to a
                        plan maintained by another employer), if this Plan
                        provides the rollovers or plan-to-plan transfers, it
                        shall always consider such rollovers or plan-to-plan
                        transfers as a distribution for the purposes of this
                        Section. If this Plan is the plan accepting such
                        rollovers or plan-to-plan transfers, it shall not
                        consider such rollovers or plan-to-plan transfers
                        accepted after December 31, 1983 as part of the
                        Participant's Aggregate Account balance. However,
                        rollovers or plan-to-plan transfers accepted prior to
                        January 1, 1984 shall be considered as part of the
                        Participant's Aggregate Account balance.

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

                (7)     For the purposes of determining whether two employers
                        are to be treated as the same employer in 2.2(c)(5) and
                        2.2(c)(6) above, all employers aggregated under Code
                        Section 414(b),(c),(m) and (o) are treated as the same
                        employer.

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

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

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

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

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

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

                (4)     When aggregating plans, the value of Aggregate Accounts
                        and Accrued Benefits will be calculated with reference
                        to the Determination Dates that fall within the same
                        calendar year.

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

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

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

                However, any such determination must include present value of
                accrued benefit attributable to any Plan distributions referred
                to in Section 2.2(c)(3) above, any Employee contributions
                referred to in Section 2.2(c)(4) above or any related or
                unrelated rollovers referred to in Sections 2.2(c)(5) and
                2.2(c)(6) above.

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

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

                (2)     the Aggregate Accounts of Key Employees under all
                        defined contribution plans included in the group,
                        exceeds sixty percent (60%) of a similar sum determined
                        for all Participants.

        (h)     The Administrator shall determine whether this Plan is a Top
                Heavy Plan on the Anniversary Date specified in the Adoption
                Agreement. Such determination of the top heavy ratio shall be in
                accordance with Code Section 416 and the Regulations thereunder.


                                       7


<PAGE>   12
2.3 POWERS AND RESPONSIBILITIES OF THE EMPLOYER

        (a)     The Employer shall be empowered to appoint and remove the
                Trustee and the Administrator from time to time as it deems
                necessary for the proper administration of the Plan to assure
                that the Plan is being operated for the exclusive benefit of the
                Participants and their Beneficiaries in accordance with the
                terms of the Plan, the Code, and the Act.

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

        (c)     The Employer may, in its discretion, appoint an Investment
                Manager to manage all or a designated portion of the assets of
                the Plan. In such event, the Trustee shall follow the directive
                of the Investment Manager in investing the assets of the Plan
                managed by the Investment Manager.

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

2.4 DESIGNATION OF ADMINISTRATIVE AUTHORITY

The Employer shall appoint one or more Administrators. Any person, including,
but not limited to, the Employees of the Employer, shall be eligible to serve as
an Administrator. Any person so appointed shall signify his acceptance by filing
written acceptance with the Employer. An Administrator may resign by delivering
his written resignation to the Employer or be removed by the Employer by
delivery of written notice of removal to take effect at a date specified
therein, or upon delivery to the Administrator if no date is specified.

The Employer, upon the resignation or removal of an Administrator, shall
promptly designate in writing a successor to this position. If the Employer does
not appoint an Administrator, the Employer, will function as the Administrator.

2.5 ALLOCATION AND DELEGATION OF RESPONSIBILITIES

If more than one person is appointed as Administrator, the responsibilities of
each Administrator may be specified by the Employer and accepted in writing by
each Administrator. In the event that no such delegation is made by the
Employer, the Administrators may allocate the responsibilities among themselves,
in which event the Administrators shall notify the Employer and the Trustee in
writing of such action and specify the responsibilities of each Administrator.
The Trustee thereafter shall accept and rely upon any documents executed by the
appropriate Administrator until such time as the Employer or the Administrators
file with the Trustee a written revocation of such designation.

2.6 POWERS AND DUTIES OF THE ADMINSTRATOR

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

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

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

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

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

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

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

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

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

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

        (i)     to prepare and distribute to Employees a procedure for notifying
                Participants and Beneficiaries of their rights to elect Joint
                and Survivor Annuities and Pre-Retirement Survivor Annuities if
                required by the Code and Regulations thereunder;

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

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

2.7 RECORDS AND REPORTS

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

2.8 APPOINTMENT OF ADVISERS

The Administrator, or the Trustee with the consent of the Administrator, may
appoint counsel, specialists, advisers, and other persons as the Administrator
or the Trustee deems necessary or desirable in connection with the
administration of this Plan.

2.9 INFORMATION FROM EMPLOYER

To enable the Administrator to perform his functions, the Employer


                                       8


<PAGE>   13
shall supply full and timely information to the Administrator on all matters
relating to the Compensation of all Participants, their Hours, of Service, their
Years of Service, their retirement, death, disability, or termination of
employment, and such other pertinent facts as the Administrator may require, and
the Administrator shall advise the Trustee of such of the foregoing facts as may
be pertinent to the Trustee's duties under the Plan. The Administrator may rely
upon such information as is supplied by the Employer and shall have no duty or
responsibility to verify such information.

2.10 PAYMENT OF EXPENSES

All expenses of administration may be paid out of the Trust Fund unless paid by
the Employer. Such expenses shall include any expenses incident to the
functioning of the Administrator, including, but not limited to, fees of
accountants, counsel, and other specialists and their agents, and other costs of
administering the Plan. Until paid, the expenses shall constitute a liability of
the Trust Fund. However, the Employer may reimburse the Trust Fund for any
administration expense incurred. Any administration expense paid to the Trust
Fund as a reimbursement shall not be considered an Employer contribution.

2.11 MAJORITY ACTIONS

Except where there has been an allocation and delegation of administrative
authority pursuant to Section 2.5, if there shall be more than one
Administrator, they shall act by a majority of their number, but may authorize
one or more of them to sign all papers on their behalf.

2.12 CLAIMS PROCEDURE

Claims for benefits under the Plan may be filed in writing with the
Administrator. Written notice of the disposition of a claim shall be furnished
to the claimant within 90 days after the application is filed. In the event the
claim is denied, the reasons for the denial shall be specifically set forth in
the notice in language calculated to be understood by the claimant, pertinent
provisions of the Plan shall be cited, and, where appropriate, an explanation as
to how the claimant can perfect the claim will be provided. In addition, the
claimant shall be furnished with an explanation of the Plan's claims review
procedure.

2.13 CLAIMS REVIEW PROCEDURE

Any Employee, former Employee, or Beneficiary of either, who has been denied a
benefit by a decision of the Administrator pursuant to Section 2.12 shall be
entitled to request the Administrator to give further consideration to his claim
by filing with the Administrator a written request for a hearing. Such request,
together with a written statement of the reasons why the claimant believes his
claim should be allowed, shall be filed with the Administrator no later than 60
days after receipt of the written notification provided for in Section 2.12. The
Administrator shall then conduct a hearing within the next 60 days, at which the
claimant may be represented by an attorney or any other representative of his
choosing and expense and at which the claimant shall have an opportunity to
submit written and oral evidence and arguments in support of his claim. At the
hearing (or prior thereto upon 5 business days written notice to the
Administrator) the claimant or his representative shall have an opportunity to
review all documents in the possession of the Administrator which are pertinent
to the claim at issue and its disallowance. Either the claimant or the
Administrator may cause a court reporter to attend the hearing and record the
proceedings. In such event, a complete written transcript of the proceedings
shall be furnished to both parties by the court reporter. The full expense of
any such court reporter and such transcripts shall be borne by the party causing
the court reporter to attend the hearing. A final decision as to the allowance
of the claim shall be made by the Administrator within 60 days of receipt of the
appeal (unless there has been an extension of 60 days due to special
circumstances, provided the delay and the special circumstances occasioning it
are communicated to the claimant within the 60 day period). Such communication
shall be written in a manner calculated to be understood by the claimant and
shall include specific reasons for the decision and specific references to the
Pertinent Plan provisions on which the decision is based.



                                   ARTICLE III
                                   ELIGIBILITY

3.1 CONDITIONS OF ELIGIBILITY

Any Eligible Employee shall be eligible to participate hereunder on the date he
has satisfied the requirements specified in the Adoption Agreement.

3.2 EFFECTIVE DATE OF PARTICIPATION

An Eligible Employee who has become eligible to be a Participant shall become a
Participant effective as of the day specified in the Adoption Agreement.

In the event an Employee who has satisfied the Plan's eligibility requirements
and would otherwise have become a Participant shall go from a classification of
a noneligible Employee to an Eligible Employee, such Employee shall become a
Participant as of the date he becomes an Eligible Employee.

In the event an Employee who has satisfied the Plan's eligibility requirements
and would otherwise become a Participant shall go from a classification of an
Eligible Employee to a noneligible Employee and becomes ineligible to
participate and has not incurred a 1-Year Break in Service, such Employee shall
participate in the Plan as of the date he returns to an eligible class of
Employees. If such Employee does incur a 1-Year Break in Service, eligibility
will be determined under the Break in Service rules of the Plan.

3.3 DETERMINATION OF ELIGIBILITY

The Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer. Such
determination shall be conclusive and binding upon all persons, as long as the
same is made pursuant to the Plan and the Act. Such determination shall be
subject to review per Section 2.13.

3.4 TERMINATION OF ELIGIBILITY

In the event a Participant shall go from a classification of an Eligible
Employee to an ineligible Employee, such Former Participant shall continue to
vest in his interest in the Plan for each Year of Service completed while a
noneligible Employee, until such time as his Participant's Account shall be
forfeited or distributed pursuant to the terms of the Plan. Additionally, his
interest in the Plan shall continue to share in the earnings of the Trust Fund.

3.5 OMISSION OF ELIGIBLE EMPLOYEE

If, in any Plan Year, any Employee who should be included as a Participant in
the Plan is erroneously omitted and discovery of such omission is not made until
after a contribution by his Employer for the year has been made, the Employer
shall make a subsequent contribution, if necessary after the application of
Section 4.4(e), so that the omitted Employee receives a total amount which the
said Employee would have received had he not been omitted. Such contribution
shall be made regardless of whether or not it is deductible in whole or in part
in any taxable year under applicable provisions of the Code.

3.6 INCLUSION OF INELIGIBLE EMPLOYEE

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

3.7 ELECTION NOT TO PARTICIPATE

An Employee may, subject to the approval of the Employer, elect voluntarily not
to participate in the Plan. The election not to participate must be communicated
to the Employer, in writing, at least thirty (30) days before the beginning of a
Plan Year. For Standardized


                                       9


<PAGE>   14
Plans, a Participant or an Eligible Employee may not elect not to participate.
Furthermore, the foregoing election not to participate shall not be available
with respect to partners in a partnership.

3.8 CONTROL OF ENTITIES BY OWNER-EMPLOYEE

        (a)     If this Plan provides contributions or benefits for one or more
                Owner-Employees who control both the business for which this
                Plan is established and one or more other entities, this Plan
                and the plan established for other trades or businesses must,
                when looked at as a single Plan, satisfy Code Sections 401(a)
                and (d) for the Employees of this and all other entities.

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

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

        (d)     For purposes of the preceding paragraphs, an Owner-Employee, or
                two or more Owner-Employees, will be considered to control an
                entity if the Owner-Employee, or two or more Owner-Employees
                together:

                (1)     own the entire interest in an unincorporated entity, or

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

        (e)     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.

                                   ARTICLE IV

                           CONTRIBUTION AND ALLOCATION

4.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

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

        (a)     The amount of the total salary reduction elections of all
                Participants made pursuant to Section 4-2(a), which amount shall
                be deemed an Employer's Elective Contribution, plus

        (b)     If specified in E3 of the Adoption Agreement, a matching
                contribution equal to the Percentage specified in the Adoption
                Agreement of the Deferred Compensation of each Participant
                eligible to sham in the allocations of the matching
                contribution, which amount shall be deemed an Employer's
                Non-Elective or Elective Contribution as selected in the
                Adoption Agreement, plus

        (c)     If specified in E4 of the Adoption Agreement, a discretionary
                amount, if any, which shall be deemed an Employer's Non-Elective
                Contribution, plus

        (d)     If specified in E5 of the Adoption Agreement, a Qualified
                Non-Elective Contribution.

        (e)     Notwithstanding the foregoing, however, the Employer's
                contributions for any Fiscal Year shall not exceed the maximum
                amount allowable as a deduction to the Employer under the
                provisions of Code Section 404. All contributions by the
                Employer shall be made in cash or in such property as is
                acceptable to the Trustee.

        (f)     Except, however, to the extent necessary to provide the top
                heavy minimum allocations, the Employer shall make a
                contribution even if it exceeds current or accumulated Net
                Profit or the amount which is deductible under Code Section 404.

4.2 PARTICIPANT'S SALARY REDUCTION ELECTION

        (a)     Each Participant may elect to defer his Compensation which would
                have been received in the Plan Year, but for the deferral
                election, subject to the limitations of this Section and the
                Adoption Agreement. A deferral election (or modification of an
                earlier election) may not be made with respect to Compensation
                which is currently available on or before the date the
                Participant executed such election, or if later, the latest of
                the date the Employer adopts this cash or deferred arrangement
                or the date such arrangement first became effective. Any
                elections made pursuant to this Section shall become effective
                as soon as is administratively feasible.

                Additionally, if elected in the Adoption Agreement, each
                Participant may elect to defer and have allocated for a Plan
                Year all or a portion of any cash bonus attributable to services
                performed by the Participant for the Employer during such Plan
                Year and which would have been received by the Participant on or
                before two and one-half months following the end of the Plan
                Year but for the deferral. A deferral election may not be made
                with respect to cash bonuses which am currently available on or
                before the date the Participant executed such election.
                Notwithstanding the foregoing, cash bonuses attributable to
                services performed by the Participant during a Plan Year but
                which are to be paid to the Participant later than two and
                one-half months after the close of such Plan Year will be
                subjected to whatever deferral election is in effect at the time
                such cash bonus would have otherwise been received.

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

                Once made, a Participant's election to reduce Compensation shall
                remain in effect until modified or terminated. Modifications may
                be made as specified in the Adoption Agreement, and
                terminations, may be made at any time. Any modification or
                termination of an election will become effective as soon as is
                administratively feasible.

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

        (c)     Amounts held in the Participant's Elective Account and Qualified
                Non-Elective Account may be distributable as permitted under the
                Plan, but in no event prior to the earlier of:

                (1)     a Participant's termination of employment, Total and
                        Permanent Disability, or death;

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

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

                (4)     the termination of the Plan without the existence at the
                        time of Plan termination of another defined contribution
                        plan (other than an employee stock ownership pin as
                        defined in Code Section 4975(e)(7)) or the


                                       10


<PAGE>   15
                        establishment of a successor defined contribution plan
                        (other than an employee stock ownership plan as defined
                        in Code Section 4975(e)(7)) by the Employer or an
                        Affiliated Employer within the period ending twelve
                        months after distribution of all assets from the Plan
                        maintained by the Employer:

                (5)     the date of the sale by the Employer to an entity that
                        is not an Affiliated Employer of substantially all of
                        the assets (within the meaning of Code Section
                        409(d)(2)) with respect to a Participant who continues
                        employment with the corporation acquiring such assets;
                        or

                (6)     the date of the sale by the Employer or an Affiliated
                        Employer of its interest in a subsidiary (within the
                        meaning of Code Section 409(d)(3)) to an entity that is
                        not an Affiliated Employer with respect to a Participant
                        who continues employment with such subsidiary.

        (d)     In any Plan Year beginning after December 31, 1987, a
                Participant's Deferred Compensation made under this Plan and all
                other plans, contracts or arrangements of the Employer
                maintaining this Plan shall not exceed the limitation imposed by
                Code Section 402(g), as in effect for the calendar year in which
                such Plan Year began. If such dollar limitation is excluded
                solely from elective deferrals under this Plan or any other Plan
                maintained by the Employer, a Participant will be deemed to have
                notified the Administrator of such excess amount which shall be
                distributed in a manner consistent with Section 4.2(f). This
                dollar limitation shall be adjusted annually pursuant to the
                method provided in Code Section 415(d) in accordance with
                Regulations.

        (e)     In the event a Participant has received a hardship distribution
                pursuant to Regulation 1.401(k)-1(d)(2)(iii)(B) from any other
                plan maintained by the Employer or from his Participant's
                Elective Account pursuant to Section 6.11 (c), then such
                Participant shall not be permitted to elect to have Deferred
                Compensation contributed to the Plan on his behalf for a period
                of twelve (12) months following the receipt of the distribution.
                Furthermore, the dollar limitation under Code Section 402(g)
                shall be reduced, with respect to the Participant's taxable year
                following the taxable year in which the hardship distribution
                was made, by the amount of such Participant's Deferred
                Compensation, if any, made pursuant to this Plan (and any other
                plan maintained by the Employer) for the taxable year of the
                hardship distribution.

        (f)     If a Participant's Deferred Compensation under this Plan
                together with any elective deferrals (as defined in Regulation
                1.402(g)-1(b)) under another qualified cash or deferred
                arrangement (as defined in Code Section 401(k)), a simplified
                employee pension (as defined in Code Section 408(k)), a salary
                reduction arrangement (within the meaning of Code Section
                3121(a)(5)(D)), a deferred compensation plan under Code Section
                457, or a trust described in Code Section 501(c)(18)
                cumulatively exceed the limitation imposed by Code Section
                402(g) (as adjusted annually in accordance with the method
                provided in Code Section 415(d) pursuant to Regulations) for
                such participant's taxable year, the Participant may, not later
                than March 1st following the close of his taxable Year, notify
                the Administrator in writing of such excess and request that his
                Deferred Compensation under this Plan be reduced by an amount
                specified by the Participant. In such event, the Administrator
                shall direct the Trustee to distribute such excess amount (and
                any Income allocable to such excess amount) to the Participant
                not later than the first April 15th following the close of the
                Participant's taxable year. Distributions in accordance with
                this paragraph may  be made for any taxable year of the
                Participant which begins after December 31, 1986. Any
                distribution of less than the entire amount of Excess Deferred
                Compensation and Income shall be treated as a pro rata
                distribution of Excess Deferred Compensation and Income. The
                amount distributed shall not exceed the Participant's Deferred
                Compensation under the Plan for the taxable year. Any
                distribution on or before the last day of the Participant's
                taxable year must satisfy each of the following conditions:

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

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

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

                (4)     Any distribution made pursuant to this Section shall be
                        made first from unmatched Deferred Compensation and,
                        thereafter. simultaneously from Deferred Compensation
                        which is matched and matching contributions which relate
                        to such Deferred Compensation. However, any such
                        matching contributions which are not Vested shall be
                        forfeited in lieu of being distributed.

                Any distribution under this Section shall be made first from
                unmatched Deferred Compensation and, thereafter, simultaneously
                from Deferred Compensation which is matched and matching
                contributions which relate to such Deferred Compensation.
                However, any such matching contributions which are not Vested
                shall be forfeited in lieu of being distributed.

                For the purpose of this Section, "Income" means the amount of
                income or loss allocable to a Participant's Excess Deferred
                Compensation and shall be equal to the sum of the allocable gain
                or loss for the taxable year of the Participant and the
                allocable gain or loss for the period between the end of the
                taxable year of the Participant and the date of distribution
                ("gap period"). The income or loss allocable to each such period
                is calculated separately and is determined by multiplying the
                income or loss allocable to the Participant's Deferred
                Compensation for the respective period by a fraction. The
                numerator of the fraction is the Participant's Excess Deferred
                Compensation for the taxable year of the Participant. The
                denominator is the balance, as of the last day of the respective
                period, of the Participant's Elective Account that is
                attributable to the Participant's Deferred Compensation reduced
                by the gain allocable to such total amount for the respective
                period and increased by the loss allocable to such total amount
                for the respective period.

In lieu of the "fractional method" described above, a "safe harbor method" may
be used to calculate the allocable income or loss for the "gap period". Under
such "safe harbor method", allocable income or loss for the "gap period" shall
be deemed to equal ten percent (10%) of the income or loss allocable to a
Participants Excess Deferred Compensation for the taxable year of the
Participant multiplied by the number of calendar months in the "gap period". For
purposes of determining the number of calendar months in the "gap period", a
distribution occurring on or before the fifteenth day of the month shall be
treated as having been made on the last day of the preceding month and a
distribution occurring after such fifteenth day shall be treated as having been
made on the first day of the next subsequent month.

Income or loss allocable to any distribution of Excess Deferred Compensation on
or before the last day of the taxable year of the Participant shall be
calculated from the


                                       11


<PAGE>   16
first day of the taxable year of the Participant to the date on which the
distribution is made pursuant to either the "fractional method" or the "safe
harbor method".

Notwithstanding the above, for the 1987 calendar year. and for Plan Years
beginning on or after the date this Plan is adopted. Income during the "gap
period" shall not be taken into account.

        (g)     Notwithstanding Section 4.2(f) above, a Participant's Excess
                Deferred Compensation shall be reduced, but not below zero, by
                any distribution and/or recharacterization of Excess
                Contributions pursuant to Section 4.6(a) for the Plan Year
                beginning with or within the taxable year of the Participant.

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

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

        (j)     The Employer and the Administrator or shall adopt a procedure
                necessary to implement the salary reduction elections provided
                for herein.

4.3 TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION

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

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

4.4 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

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

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

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

                (2)     With respect to the Employer's Matching Contribution
                        made pursuant to Section 4.1(b), to each Participant's
                        Account, or Participant's Elective Account as selected
                        in E3 of the Adoption Agreement, in accordance with
                        Section 4.1(b).

                        Except, however, a Participant who is not credited with
                        a Year of Service during any Plan Year shall or shall
                        not share in the Employer's Matching Contribution for
                        that year as provided in E3 of the Adoption Agreement.
                        However, for Plan Years beginning after 1989, if this is
                        a standardized Plan, a Participant shall share in the
                        Employer's Matching Contribution regardless of Hours of
                        Service.

                (3)     With respect to the Employer's Non-Elective Contribution
                        made pursuant to Section 4.1(c), to each Participant's
                        Account in accordance with the provisions of E4 of the
                        Adoption Agreement.

                        However, if an integrated allocation formula is selected
                        at E4 of the Adoption Agreement. then such contribution
                        shall be allocated to each Participant's Combined
                        Account in a dollar amount equal to 5.7% of the sum of
                        each Participant's total Compensation plus Excess
                        Compensation. If the Employer does not contribute such
                        amount for all Participants, each Participant will be
                        allocated a share of the contribution in the same
                        proportion that his total Compensation plus his total
                        Excess Compensation for the Plan Years bears to the
                        total Compensation plus the total Excess Compensation of
                        all Participants for that year. The balance of the
                        contribution, if any, will be allocated in the same
                        proportion that his total Compensation bears to the
                        total Compensation of all Participant's eligible to
                        share in the allocation.

                        Regardless of the preceding, 4.3% shall be substituted
                        for 5.7% above if Excess Compensation is based on more
                        than 20% and less than or equal to 80% of the Taxable
                        Wage Base. If Excess Compensation is based on less than
                        100% and more than 80% of the Taxable Wage Base, then
                        5.4% shall be substituted for 5.7% above.

                (4)     With respect to the Employer's Qualified Non-Elective
                        Contribution made pursuant to Section 4.1(d), to each
                        Participant's Qualified Non-Elective Contribution
                        Account in the same proportion that each such
                        Participant's Compensation for the year bears to the
                        total Compensation of all Participants for such year.

                (5)     Regardless of the preceding, a Participant who is not
                        credited with a Year of Service during a Plan Year shall
                        not share in the allocation of the Employer's
                        Non-Elective Contribution made pursuant to Section
                        4.1(c) and the Employer's Qualified Non-Elective
                        Contribution made pursuant to Section 4.1(d), unless
                        reduced pursuant to Section 4.4(h). However, for Plan
                        Years beginning after 1989, for a standardized plan, and
                        if elected in the non-standardized Adoption Agreement, a
                        Participant shall share in the allocation of such
                        contributions regardless of whether a Year of Service
                        was completed during the Plan Year

        (c)     As of each Anniversary Date or other valuation date, before
                allocation of Employer contributions and Forfeitures, any
                earnings or losses (net appreciation or net depreciation) of the
                Trust Fund shall be allocated in the same proportion that each
                Participant's and Former Participant's nonsegregated accounts
                bear to the total of all Participants' and Former Participants'
                nonsegregated accounts as of such date. If any nonsegregated
                account of a Participant has been distributed prior to the
                Anniversary Date or other valuation date subsequent to a
                Participant's termination of employment, no earnings or losses
                shall be credited to such account.

                Notwithstanding the above, with respect to contributions made to
                a 401(k) Plan after the previous Anniversary Date


                                       12
<PAGE>   17
or allocation date, the method specified in the Adoption Agreement shall be
used.

(d) Participants' Accounts shall be debited for any insurance or annuity
    premiums paid, if any, and credited with any dividends or interest received
    on insurance contracts.

(e) As of each Anniversary Date any amounts which became Forfeitures since the
    last Anniversary date shall first be made available to reinstate previously
    forfeited account balances of Former Participants, if any, in accordance
    with Section 6.4(g)(2) or be used to satisfy any contribution that may be
    required pursuant to Section 3.5 and/or 6.9. The remaining Forfeitures, if
    any, shall be treated in accordance with the Adoption Agreement Provided,
    however, that in the event the allocation of Forfeitures provided herein
    shall cause the "annual addition" (as defined in Section 4.9) to any
    Participant's Account to exceed the amount allowable by the Code, the excess
    shall be reallocated in accordance with Section 4.10. Except, however, for
    any Plan Year beginning prior to January 1, 1990, and if elected in the
    non-standardized Adoption Agreement for any Plan Year beginning on or after
    January 1, 1990, a Participant who performs less than a Year of Service
    during any Plan Year shall not share in the Plan Forfeitures for that year,
    unless there is a Short Plan Year or a contribution required pursuant to
    Section 4.4(h).

(f) Minimum Allocations Required for Top Heavy Plan Years: Notwithstanding the
    foregoing, for any Top Heavy Plan Year, the sum of the Employer's
    contributions and forfeitures allocated to the Participant's Combined
    Account of each Non-Key Employee shall be equal to at least three percent
    (3%) of such Non-Key Employee's "415 Compensation" (reduced by contributions
    and forfeitures, if any, allocated to each Non-Key Employee in any defined
    contribution plan included with this plan in a Required Aggregation Group).
    However, if (i) the sum of the Employer's contributions and Forfeitures
    allocated to the Participant's Combined Account of each Key Employee for
    such Top Heavy Plan Year is less than three percent (3%) of each Key
    Employee's "415 Compensation" and (ii) this Plan is not required to be
    included in an Aggregation Group to enable a defined benefit plan to meet
    the requirements of Code Section 401(a)(4) or 410, the sum of the Employer's
    contributions and Forfeitures allocated to the Participant's Combined
    Account of each Non-Key Employee shall be equal to the largest percentage
    allocated to the Participant's Combined Account of any Key Employee.
    However, for Plan Years beginning after December 31, 1998, in determining
    whether a Non-Key Employee has received the required minimum allocation,
    such Non-Key Employee's Deferred Compensation and matching contributions
    used to satisfy the "Actual Deferral Percentage" test pursuant to Section
    4.5(a) or the "Actual Contribution Percentage" test of Section 4.7(a) shall
    not be taken into account.

    If this is an integrated Plan, then for any Top Heavy Plan Year the
    Employer's contribution shall be allocated as follows:

    (1) An amount equal to 3% multiplied by each Participant's Compensation for
        the Plan Year shall be allocated to each Participant's Account. If the
        Employer does not contribute such amount for all Participants, the
        amount shall be allocated to each participant's Account in the same
        proportion that his total Compensation for the Plan Year bears to the
        total Compensation of all Participants for such year.

    (2) The balance of the Employer's contribution over the amount allocated
        under subparagraph (1) hereof shall be allocated to each Participant's
        Account in a dollar amount equal to 3% multiplied by a Participant's
        Excess Compensation. If the Employer does not contribute such amount for
        all Participants, each Participant will be allocated a share of the
        contribution in the same proportion that his Excess Compensation bears
        to the total Excess Compensation of all Participants for that year.

    (3) The balance of the Employer's contribution over the Amount allocated
        under subparagraph (2) hereof shall be allocated to each Participant's
        Account in a dollar amount equal to 2.7% multiplied by the sum of each
        Participant's total Compensation plus Excess Compensation. If the
        Employer does not contribute such amount for all Participants, each
        Participant will be allocated a share of the contribution in the same
        proportion that his total Compensation plus his total Excess
        Compensation for the Plan Year bears to the total Compensation plus the
        total Excess Compensation of all Participants for that year.

        Regardless of the proceeding, 1.3% shall be substituted for 2.7% above
        if Excess Compensation is based on more than 20% and less than or equal
        to 80% of the Taxable Wage Base. If Excess Compensation is based on less
        than 100% and more than 80% of the Taxable Wage Base, then 2.4% shall be
        substituted for 2.7% above.

    (4) The balance of the Employer's contributions over the amount allocated
        above, if any shall be allocated to each Participant's Account in the
        same proportion that his total Compensation for the Plan Year bears to
        the total Compensation of all Participants for such year.

        For each Non-Key Employee who is a Participant in this Plan and another
        non-paired defined contribution plan maintained by the Employer, the
        minimum 3% allocation specified above shall be provided as specified in
        F3 of the Adoption Agreement.

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

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

(i) Notwithstanding anything herein to the contrary , in any Plan year in which
    the Employer maintains both this Plan and a defined benefit pension plan
    included in a Required Aggregation group which is top heavy, the Employer
    shall not be required to provide a Non-Key Employee with both the full
    separate minimum defined benefit plan benefit and the full separate defined
    contribution plan allocations. Therefore, if the Employer maintains both a
    Defined Benefit and a Defined Contribution Plan that are a Top Heavy group,
    the top heavy minimum benefits shall be provided as follows:

    Applies if F1b of the Adoption Agreement is selected -

    (1) The requirements of Section 2.1 shall apply except that each Non-Key
        Employee who is a Participant in this Plan or a Money Purchase Plan and
        who is also a Participant in the Defined Benefit Plan shall receive a
        minimum allocation of five percent (5%) of such

                                       13














<PAGE>   18
               Participant's "415 Compensation" from the applicable Defined
               Contribution Plan(s).

          (2)  For each Non-Key Employee who is a Participant only in the
               Defined Benefit Plan, the Employer will provide a minimum
               non-integrated benefit in the Defined Benefit Plan equal to 2% of
               his highest five consecutive year average "415 Compensation" for
               each Year of Service while a Participant in the Plan, in which
               the Plan is top heavy, not to exceed ten.

          (3)  For each Non-Key Employee who is a Participant only in this
               Defined Contribution Plan, the Employer will provide a
               contribution equal to 3% of his "415 Compensation".

          Applies if F1c of the Adoption Agreement is selected -

          (4)  The minimum allocation specified in Section 4.4(i)(1) shall be
               7 1/2% for years in which the Plan is Top Heavy, but not Super
               Top Heavy.

          (5)  The minimum benefit specified in Section 4.4(i)(2) shall be 3%
               for years in which the Plan is Top heavy, but not Super Top
               Heavy.

          (6)  The minimum allocation specified in Section 4.4(i)(3) shall be 4%
               for years in which the Plan is Top Heavy, but not Super Top
               Heavy.

     (j)  For the purposes of this Section, "415 Compensation" shall be limited
          to the same dollar limitations set forth in Section 1.9. However, for
          Plan Years beginning prior to January 1, 1989, the $200,000 limit
          shall apply only for Top Heavy Plan Years and shall not be adjusted.

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

     (l)  Notwithstanding anything herein to the contrary (other than Sections
          4.4(k) and 6.6(h)(1)), any Participant who terminated employment
          during the Plan Year for reasons other than death, Total and
          Permanent Disability, or retirement shall or shall not share in the
          allocations of the Employer's Matching Contribution made pursuant to
          Section 4.1(b), the Employer's Non-Elective Contributions made
          pursuant to Section 4.1(c), the Employer's Qualified Non-Elective
          Contribution made pursuant to Section 4.1(d), and Forfeitures as
          provided in the Adoption Agreement. Notwithstanding the foregoing,
          for Plan Years beginning after 1989, if this is a standardized Plan,
          any such terminated Participant shall share in such allocations
          provided the terminated Participant completed more than 500 Hours of
          Service.

     (m)  Notwithstanding anything herein to the contrary, Participants
          terminating for reasons of death, Total and Permanent Disability, or
          retirement shall share in the allocation of the Employer's Matching
          Contribution made pursuant to Section 4.1(b), the Employer's
          Non-Elective Contributions made pursuant to Section 4.1(c), the
          Employer's Qualified Non-Elective Contribution made pursuant to
          Section 4.1(d), and Forfeitures as provided in this Section
          regardless of whether they completed a Year of Service during the
          Plan Year.

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

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

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

     (o)  Notwithstanding any election in the Adoption Agreement to the
          contrary, if this is a non-standardized Plan that would otherwise
          fail to meet the requirements of Code Sections 401(a)(26), 410(b)(1),
          or 410(b)(2)(A)(i) and the Regulations thereunder because Employer
          matching Contributions made pursuant to Section 4.1(b). Employer
          Non-Elective Contributions made pursuant to Section 4.1(c) or
          Employer Qualified Non-Elective Contributions made pursuant to
          Section 4.1(d) have not been allocated to a sufficient number or
          percentage of Participants for a Plan Year, then the following rules
          shall apply:

          (1)  Allocations of the respective contribution and Forfeitures shall
               first be made to all active Participants who are employed on the
               last day of the Plan Year, regardless of the number of Hours of
               Service completed; and

          (2)  If after application of paragraph (1) above, the applicable test
               is still not satisfied, then the group of Participants eligible
               to share in the Employer's contribution and Forfeitures for the
               Plan Year shall be further expanded to include the minimum
               number of Participants who are not actively employed on the last
               day of the Plan Year as are necessary to satisfy the applicable
               test. The specific Participants who shall become eligible to
               share shall be those Participants, when compared to similarly
               situated Participants, who have completed the greatest number of
               Hours of Service in the Plan Year before terminating employment.

Nothing in this Section shall permit the reduction of a Participant's accrued
benefit. Therefore any amounts that have previously been allocated to
Participants may not be reallocated to satisfy these requirements. In such
event, the Employer shall make an additional contribution equal to the amount
such affected Participants would have received had they been included in the
allocations, even if it exceeds the amount which would be deductible under Code
Section 404. Any adjustment to the allocations pursuant to this paragraph shall
be considered a retroactive amendment adopted by the last day of the Plan Year.

4.5  ACTUAL DEFERRAL PERCENTAGE TESTS

     (a)  Maximum Annual Allocation: For each Plan Year beginning after
          December 31, 1986, the annual allocation derived from Employer
          Elective Contributions and Qualified Non-Elective Contributions to a
          Participant's Elective Account and Qualified Non-Elective Account
          shall satisfy one of the following tests:

          (1)  The "Actual Deferral Percentage" for the Highly Compensated
               Participant group shall not be more than the "Actual Deferral
               Percentage" of the Non-Highly Compensated Participant group
               multiplied by 1.25, or

          (2)  The excess of the "Actual Deferral Percentage" for the Highly
               Compensated Participant group over the "Actual Deferral
               Percentage" for the Non-Highly Compensated Participant group
               shall not be more than two percentage points. Additionally, the
               "Actual Deferral Percentage" for the Highly Compensated
               Participant group shall not exceed the "Actual Deferral
               Percentage" for the Non-Highly compensated Participant group
               multiplied by 2. The provisions of Code Section 401(k)(3) and
               Regulation 1.401(k)-1(b) are incorporated herein by reference.

               However, for Plan Years beginning after December 31, 1988, to
               prevent the multiple use of the alternative method described in
               (2) above and Code Section 401(m)(9)(A), any Highly Compensated
               Participant eligible to make elective deferrals pursuant to
               Section 4.2 and to make Employee contributions or to receive
               matching contributions under this Plan or under any other plan
               maintained by the Employer or an Affil-


                                       14

<PAGE>   19
          iated Employer shall have his actual contribution ratio reduced
          pursuant to Regulation 1.41(m)-2, the provisions of which are
          incorporated herein by reference.

     (b)  For the purposes of this Section "Actual Deferral Percentage" means,
          with respect to the Highly Compensated Participant group and
          Non-Highly Compensated Participant group for a Plan Year, the average
          of the ratios, calculated separately for each Participant in such
          group, of the amount of Employer Elective Contributions and Qualified
          Non-Elective Contributions allocated to each Participant's Elective
          Account and Qualified Non-Elective Account for such Plan Year, to such
          Participant's "414(s) Compensation" for such Plan Year. The actual
          deferral ratio for each Participant and the "Actual Deferral
          Percentage" for each group, for Plan Years beginning after December
          31, 1998, shall be calculated to the nearest one-hundredth of one
          percent of the Participant's "414(s) Compensation". Employer Elective
          Contributions allocated to each Non-Highly Compensated Participant's
          Elective Account shall be reduced by Excess Deferred Compensation to
          the extent such excess amounts are made under this Plan or any other
          plan maintained by the Employer.

     (c)  For the purpose of determining the actual deferral ratio of a Highly
          Compensated Participant who is subject to the Family Member
          aggregation rules of Code Section 414(q)(6) because such Participant
          is either a "five percent owner" of the Employer or one of the ten
          (10) Highly Compensated Employees paid the greatest "415 Compensation"
          during the year, the following shall apply:

          (1)  The combined actual deferral ratio for the family group (which
               shall be determined by aggregating Employer Elective
               Contributions and "414(s) Compensation" of all eligible Family
               Members (including Highly Compensated Participants). However, in
               applying the $200,000 limit to "414(s) Compensation" for Plan
               Years beginning after December 31, 1998. Family Members shall
               include only the affected Employee's spouse and any lineal
               descendants who have not attained age 19 before the close of the
               Plan Year.

          (2)  The Employer Elective Contributions and "414(s) Compensation" of
               all Family Members shall be disregarded for purposes of
               determining the "Actual Deferral Percentage" of the Non-Highly
               Compensated Participant group except to the extent taken into
               account in paragraph (1) above.

          (3)  If a Participant is required to be aggregated as a member of
               more than one family group in a plan, all Participants who are
               members of those family groups that include the Participant are
               aggregated as one family group in accordance with paragraphs (1)
               and (2) above.

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

     (e)  For the purposes of this Section and Code Sections 401(a)(4), 410(b)
          and 401(k), if two or more plans which include cash or deferred
          arrangements are considered one plan for the purposes of Code Section
          401(a)(4) or 410(b) (other than Code Section 401(b)(2)(A)(ii) as in
          effect for Plan Years beginning after December 31, 1998), the cash or
          deferred arrangements included in such plans shall be treated as one
          arrangement. In addition, two or more cash or deferred arrangements
          may be considered as a single arrangement for purposes of determining
          whether or not such arrangements satisfy Code Sections 401(a)(4),
          410(b) and 401(k). In such cases the cash or deferred arrangements
          included in such plans and the plans including such arrangements shall
          be treated as one arrangement and as one plan for purposes of this
          Section and Code Sections 401(a)(4), 410(b) and 401(k). For plan years
          beginning after December 31, 1989, plans may be aggregated under this
          paragraph (e) only if they have the same plan year.

          Notwithstanding the above, for Plan Years beginning after December
          31, 1988, an employee stock ownership plan described in Code Section
          497(e)(7) may not be combined with this Plan for purposes of
          determining whether the employee stock ownership plan or this Plan
          satisfies this Section and Code Sections 401(a)(4), 410(b) and 401(k).

     (f)  For the purposes of this Section, if a Highly Compensated Participant
          is a Participant under two (2) or more cash or deferred arrangements
          (other than a cash or deferred arrangement which is part of an
          employee stock ownership plan as defined in Code Section 4975(e)(7)
          for Plan Years beginning after December 31, 1988) of the Employer or
          an Affiliated Employer, all such cash or deferred arrangements shall
          be treated as one cash or deferred arrangement for the purpose of
          determining the actual deferred ratio with respect to such Highly
          Compensated Participant. However, for Plan Years beginning after
          December 31, 1988, if the cash or deferred arrangements have different
          Plan Years, this paragraph shall be applied by treating all cash or
          deferred arrangements ending with or within the same calendar year as
          a single arrangement.

4.6  ADJUSTMENTS TO ACTUAL DEFERRAL PERCENTAGE TESTS

In the event that the initial allocations of the Employer's Elective
Contributions and Qualified Non-Elective Contributions made pursuant to Section
4.4 do not satisfy one of the tests set forth in Section 4.5, for Plan Years
beginning after December 31, 1986, the Administrator shall adjust Excess
Contributions pursuant to the options set forth below:

     (a)  On or before the fifteenth day of the third month following the end of
          each Plan Year, the Highly Compensated Participant having the highest
          actual deferral ratio shall have his portion of Excess Contributions
          distributed to him and/or at his election recharacterized as a
          voluntary Employee contribution pursuant to Section 4.12 until one of
          the tests set forth on Section 4.5 is satisfied, or until his actual
          deferral ratio equals the actual deferral ratio of the Highly
          Compensated Participant having the second highest actual deferral
          ratio. This process shall continue until one of the tests set forth in
          Section 4.5 is satisfied. For each Highly Compensated Participant, the
          amount of Excess Contributions is equal to the Elective Contributions
          and Qualified Non-Elective Contributions made on behalf of such Highly
          Compensated Participant (determined prior to the application of this
          paragraph) minus the amount determined by multiplying the Highly
          Compensated Participant's actual deferral ratio (determined after
          application of this paragraph) by his "414(s) Compensation". However,
          in determining the amount of Excess Contributions to be distributed
          and/or recharacterized with respect to an affected Highly Compensated
          Participant as determined herein, such amount shall be reduced by any
          Excess Deferred Compensation previously distributed to such affected
          Highly Compensated Participant for his taxable year ending with or
          within such Plan Year. Any distribution and/or recharacterization of
          Excess Contributions shall be made in accordance with the following:

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


                                       15


<PAGE>   20
      (i)   may be postponed but not later than the close of the Plan Year
            following the Plan Year to which they are allocable:

      (ii)  shall be made first from unmatched Deferred Compensation and,
            thereafter, simultaneously from Deferred Compensation which is
            matched and matching contributions which relate to such Deferred
            Compensation. However, any such matching contributions which are not
            Vested shall be forfeited in lieu of being distributed:

      (iii) shall be made from Qualified Non-Elective Contributions only to the
            extent that Excess Contributions exceed the balance in the
            Participant's Elective Account attributable to Deferred Compensation
            and Employer matching contributions.

      (iv)  shall be adjusted for Income; and

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

  (2) With respect to the recharacterization of Excess Contributions pursuant to
      (a) above, such recharacterized amounts:

      (i)   shall be deemed to have occurred on the date on which the last of
            those Highly Compensated Participants with Excess Contributions to
            be recharacterized is notified of the recharacterization and the tax
            consequences of such recharacterization:

      (ii)  for Plan years ending on or before August 8, 1988, may be postponed
            but not later than October 24, 1988;

      (iii) shall not exceed the amount of Deferred Compensation on behalf of
            any Highly Compensated Participant for any Plan Year;

      (iv)  Shall be treated as voluntary Employee contributions for purpose of
            Code Section 401(a)(4) and Regulation 1.401(k)-1(b). However, for
            purposes of Sections 2.2 and 4.4(f); recharacterized Excess
            Contributions continue to be treated as Employer contributions that
            are Deferred Compensation. For Plan Years beginning after December
            31, 1988, Excess Contributions recharacterized as voluntary Employe
            contributions shall continue to be nonforfeitable and subject to the
            same distribution rules provided for in Section 4.9(f);

      (v)   which relate to Plan years ending on or before October 24, 1988, may
            be treated as either Employer contributions or voluntary Employee
            contributions and therefore shall not be subject to the restrictions
            of Section 4.2(c);

      (vi)  are not permitted if the amount recharacterized plus voluntary
            Employee contributions actually made by such Highly Compensated
            Participant, exceed the maximum amount of voluntary Employee
            contributions (determined prior to application of Section 4.7(a))
            that such Highly Compensation Participant is permitted to make under
            the Plan in the absence of recharacterization;

      (vii)  shall be adjusted for Income.

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

  (4) The determination and correction of Excess Contributions of a Highly
      Compensated Participated whose actual deferral ratio is determined under
      the family aggregation rules shall be accomplished by reducing the actual
      deferral ratio as required herein and the Excess Contributions for the
      family unit shall be allocated among the Family Members in proportion to
      the Elective Contributions of each Family Member that were combined to
      determine the group actual deferral ratio.

  (b) Within twelve (12) months after the end of the Plan Year, the Employer
      shall make a special Qualified Non-Elective Contribution on behalf of
      Non-Highly Compensated Participants in an amount sufficient to satisfy one
      of the tests set forth in Section 4.5(a). Such contribution shall be
      allocated to the Participant's Qualified Non-Elective Account of each
      Non-Highly Compensated Participant in the same proportion that each
      Non-Highly Compensated Participant's Compensation for the year bears to
      the total Compensation of all Non-Highly Compensated Participants.

  (c) For purposes of this Section, "Income" means the income or loss allocable
      to Excess Contributions which shall equal the sum of the allocable gain or
      loss for the Plan year and the allocable gain or loss for the period
      between the end of the Plan Year and the date of distribution ("gap
      period"). The income or loss allocable to Excess Contributions for the
      Plan Year and the "gap period" is calculated separately and is determined
      by multiplying the income or loss for the Plan year or the "gap period" by
      a fraction. The numerator of the fraction is the Excess Contributions for
      the Plan Year. The denominator of the fraction is the total of the
      Participant's Elective Account attributable to Elective Contributions and
      the Participant's Qualified Non-Elective Account as of the end of the Plan
      Year or the "gap period", reduced by the gain allocable to such total
      amount for the Plan Year or the "gap period" and increased by the loss
      allocable to such total amount for the Plan Year or the "gap period".

      In lieu of the "fractional method" described above, a "safe harbor method"
      may be used to calculate the allocable Income for the "gap period". Under
      such "safe harbor method", allocable Income for the "gap period" shall be
      deemed to equal ten percent (10%) of the Income allocable to Excess
      Contributions for the Plan Year of the Participant multiplied by the
      number of calendar months in the "gap period". For purposes of determining
      the number of calendar months in the "gap period", a distribution
      occurring on or before the fifteenth day of the month shall be treated as
      having been made on the last day of the preceding month and a distribution
      occurring after such fifteenth day shall be treated as having been made on
      the first day of the next subsequent month.

      Notwithstanding the above, for Plan years which began in 1987, and for
      Plan years beginning on or after the date this Plan is adopted, Income
      during the "gap period" shall not be taken into account.

  (d) Any amounts not distributed or recharacterized within 2 1/2 months after
      the end of the Plan Year shall be subject to the 10% Employer exercise tax
      imposed by Code Section 4979.

4.7 ACTUAL CONTRIBUTION PERCENTAGE TESTS

  (a) The "Actual Contribution Percentage", for Plan Years beginning after the
      later of the Effective Date of this Plan or December 31, 1986, for the
      Highly Compensated Participant group shall not exceed the greater of:

      (1) 125 percent of such percentage for the Non-Highly Compensated
          Participating group; or


                                       16






<PAGE>   21
          (2)  the lesser of 200 percent of such percentage for the Non-Highly
               Compensated Participant group, or such percentage for the
               Non-Highly Compensated Participant group plus 2 percentage
               points. However, for Plan Years beginning after December 31,
               1988, to prevent the multiple use of the alternative method
               described in this paragraph and Code Section 401(m)(9)(A), any
               Highly Compensated Participant eligible to make elective
               deferrals pursuant to Section 4.2 or any other cash or deferred
               arrangement maintained by the Employer or an Affiliated Employer
               and to make Employee contributions or to receive matching
               contributions under any plan maintained by the Employer or an
               Affiliated Employer shall have his actual contribution ratio
               reduced pursuant to Regulation 1.401(m)-2. The provisions of
               Code Section 401(m) and Regulations 1.401(m)-1(b) and 1.401(m)-2
               are incorporated herein by reference.

     (b)  For the purposes of this Section and Section 4.8, "Actual
          Contribution Percentage" for a Plan Year means, with respect to the
          Highly Compensated Participant group and Non-Highly Compensated
          Participant group, the average of the ratios (calculated separately
          for each Participant in each group) of:

          (1)  the sum of Employer matching contributions pursuant to Section
               4.1(b) (to the extent such matching contributions are not used
               to satisfy the tests set forth in Section 4.5), voluntary
               Employee contributions made pursuant to Section 4.12 and Excess
               Contributions recharacterized as voluntary Employee
               contributions pursuant to Section 4.6(a) contributed under the
               Plan on behalf of each such Participant for such Plan Year; to

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

     (c)  For purposes of determining the "Actual Contribution Percentage" and
          the amount of Excess Aggregate Contributions pursuant to Section
          4.8(e), only Employer matching contributions contributed to the Plan
          prior to the end of the succeeding Plan Year shall be considered. In
          addition, the Administrator may elect to take into account, with
          respect to Employees eligible to have Employer matching contributions
          made pursuant to Section 4.1(b) or voluntary Employee contributions
          made pursuant to Section 4.12 allocated to their accounts, elective
          deferrals (as defined in Regulation 1.402(g)-1(b)) and qualified
          non-elective contributions (as defined in Code Section 401(m)(4)(C))
          contributed to any plan maintained by the Employer. Such elective
          deferrals and qualified non-elective contributions shall be treated
          as Employer matching contributions subject to Regulation
          1.401(m)-1(b)(2) which is incorporated herein by reference. However,
          for Plan Years beginning after December 31, 1988, the Plan Year must
          be the same as the plan year of the plan to which the elective
          deferrals and the qualified non-elective contributions are made.

     (d)  For the purpose of determining the actual contribution ratio of a
          Highly Compensated Employee who is subject to the Family Member
          aggregation rules of Code Section 414(q)(6) because such Employee is
          either a "five percent owner" of the Employer or one of the ten (10)
          Highly Compensated Employees paid the greatest "415 Compensation"
          during the year, the following shall apply:

          (1)  The combined actual contribution ratio for the family group
               (which shall be treated as one Highly Compensated Participant)
               shall be the ratio determined by aggregating Employer matching
               contributions made pursuant to Section 4.1(b) (to the extent such
               matching contributions are not used to satisfy the tests set
               forth in Section 4.5), voluntary Employee contributions made
               pursuant to Section 4.12. Excess Contributions recharacterized as
               voluntary Employee contributions pursuant to Section 4.6(a) and
               "414(s) Compensation" of all eligible Family Members (including
               Highly Compensated Participants). However, in applying the
               $200,000 limit to "414(s) Compensation" for Plan Years beginning
               after December 31, 1988. Family Members shall include only the
               affected Employee's spouse and any lineal descendants who have
               not attained age 19 before the close of the Plan Year.

          (2)  The Employer matching contributions made pursuant to Section
               4.1(b) (to the extent such matching contributions are not used to
               satisfy the tests set forth in Section 4.5), voluntary Employee
               contributions made pursuant to Section 4.12, Excess Contributions
               recharacterized as voluntary Employee contributions pursuant to
               Section 4.6(a) and "414(s) Compensation" of all Family Members
               shall be disregarded for purposes of determining the "Actual
               Contribution Percentage" of the Non-Highly Compensated
               Participant group except to the extent taken into account in
               paragraph (1) above.

          (3)  If a Participant is required to be aggregated as a member of more
               than one family group in a plan, all Participants who are members
               of those family groups that include the Participant are
               aggregated as one family group in accordance with paragraphs (1)
               and (2) above.

     (e)  For purposes of this Section and Code Sections 401(a)(4), 410(b) and
          401(m), if two or more plans of the Employer to which matching
          contributions, Employee contributions, or both, are made are treated
          as one plan for purposes of Code Sections 401(a)(4) or 410(b) (other
          than the average benefits test under Code Section 410(b)(2)(A)(ii) as
          in effect for Plan Years beginning after December 31, 1988), such
          plans shall be treated as one plan. In addition, two or more plans of
          the Employer to which matching contributions, Employee contributions,
          or both, are made may be considered as a single plan for purposes of
          determining whether or not such plans satisfy Code Sections
          401(a)(4), 410(b) and 401(m). In such a case, the aggregated plans
          must satisfy this Section and Code Sections 401(a)(4), 410(b) and
          401(m) as though such aggregated plans were a single plan. For plan
          years beginning after December 31, 1989, plans may be aggregated
          under this paragraph only if they have the same plan year.

          Notwithstanding the above, for Plan Years beginning after December
          31, 1988, an employee stock ownership plan described in Code Section
          4975(e)(7) may not be aggregated with this Plan for purposes of
          determining whether the employee stock ownership plan or this Plan
          satisfies this Section and Code Sections 401(a)(4), 410(b) and 401(m).

     (f)  If a Highly Compensated Participant is a Participant under two or
          more plans (other than an employee stock ownership plan as defined in
          Code Section 4975(e)(7) for Plan Years beginning after December 31,
          1988) which are maintained by the Employer or an Affiliated Employer
          to which matching contributions, Employee contributions, or both, are
          made, all such contributions on behalf of such Highly Compensated
          Participant shall be aggregated for purposes of determining such
          Highly Compensated Participant's actual contribution ratio. However,
          for Plan Years beginning after December 31, 1988, if the plans have
          different plan years, this paragraph shall be applied by treating all
          plans ending with or within the same calendar year as a single plan.



                                       17


<PAGE>   22
     (g)  For purposes of Section 4.7(a) and 4.8, a Highly Compensated
          Participant and a Non-Highly Compensated Participant shall include
          any Employee eligible to have matching contributions made pursuant to
          Section 4.1(b) (whether or not a deferred election was made or
          suspended pursuant to Section 4.2(e)) allocated to his account for
          the Plan Year or to make salary deferrals pursuant to Section 4.2 (if
          the Employer uses salary deferrals to satisfy the provisions of this
          Section) or voluntary Employee contributions pursuant to Section 4.12
          (whether or not voluntary Employee contributions are made) allocated
          to his account for the Plan Year.

     (h)  For purposes of this Section, "Matching Contribution" shall mean an
          Employer contribution made to the Plan, or to a contract described in
          Code Section 403(b), on behalf of a Participant on account of an
          Employee contribution made by such Participant, or on account of a
          participant's deferred compensation, under a plan maintained by the
          Employer.

4.8  ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

     (a)  In the event that for Plan Years beginning after December 31, 1986,
          the "Actual Contribution Percentage" for the Highly Compensated
          Participant group exceeds the "Actual Contribution Percentage" for
          the Non-Highly Compensated Participant group pursuant to Section
          4.7(a), the Administrator (on or before the fifteenth day of the
          third month following the end of the Plan Year, but in no event later
          than the close of the following Plan Year) shall direct the Trustee
          to distribute to the Highly Compensated Participant having the
          highest actual contribution ratio, his portion of Excess Aggregate
          Contributions (and Income allocable to such contributions) or, if
          forfeitable, forfeit such non-Vested Excess Aggregate Contributions
          attributable to Employer matching contributions (and Income allocable
          to such Forfeitures) until either one of the tests set forth in
          Section 4.7(a) is satisfied, or until his actual contribution ratio
          equals the actual contribution ratio of the Highly Compensated
          Participant having the second highest actual contribution ratio. This
          process shall continue until one of the tests set forth in Section
          4.7(a) is satisfied. The distribution and/or Forfeiture of Excess
          Aggregate Contributions shall be made in the following order.

          (1)  Employer matching contributions distributed and/or forfeited
          pursuant to Section 4.6(a)(1);

          (2)  Voluntary Employee contributions including Excess Contributions
          recharacterized as voluntary Employee contributions pursuant to
          Section 4.6(a)(2);

          (3)  Remaining Employer matching contributions.

     (b)  Any distribution or Forfeiture of less than the entire amount of
          Excess Aggregate Contributions (and Income) shall be treated as a pro
          rata distribution of Excess Aggregate Contributions and Income.
          Distribution of Excess Aggregate Contributions shall be designated by
          the Employer as a distribution shall be designated by the Employer as
          a distribution of Excess Aggregate Contributions (and Income).
          Forfeitures of Excess Aggregate Contributions shall be treated in
          accordance with Section 4.4. However, no such Forfeiture may be
          allocated to a Highly Compensated Participant whose contributions are
          reduced pursuant to this Section.

     (c)  Excess Aggregate Contributions attributable to amounts other than
          voluntary Employee contributions, including forfeited matching
          contributions, shall be treated as Employer contributions for
          purposes of Code Sections 404 and 415 even if distributed from the
          Plan.

     (d)  For the purposes of this Section and Section 4.7, "Excess Aggregate
          Contributions" means, with respect to any Plan Year, the excess of:

          (1)  the aggregate amount of Employer matching contributions made
               pursuant to Section 4.1(b) (to the extent such contributions are
               taken into account pursuant to Section 4.7(b), voluntary Employee
               contributions made pursuant to Section 4.12, Excess Contributions
               recharacterized as voluntary Employee contributions pursuant to
               Section 4.6(a) and any Qualified Non-Elective Contributions or
               elective deferrals taken into account pursuant to Section 4.7(c)
               actually made on behalf of the Highly Compensated Participant
               group for such Plan Year, over

          (2)  the maximum amount of such contributions permitted under the
               limitations of Section 4.7(a).

     (e)  For each Highly Compensated Participant, the amount of Excess
          Aggregate Contribution is equal to the total Employer matching
          contributions made pursuant to Section 4.1(b) (to the extent taken
          into account pursuant to Section 4.1(b) (to the extent taken into
          account pursuant to Section 4.7(b)), voluntary Employee contributions
          made pursuant to Section 4.12, Excess Contributions recharacterized
          as voluntary Employee contributions pursuant to Section 4.6(a) and
          any Qualified Non-Elective Contributions or elective deferrals taken
          into account pursuant to Section 4.7(c) on behalf of the Highly
          Compensated Participant (determined prior to the application of this
          paragraph) minus the amount determined by multiplying the Highly
          Compensated Participant's actual contribution ratio (determined after
          application of this paragraph) by his "414(s) Compensation". The
          actual contribution ratio must be rounded to the nearest one-
          hundredth of one percent for Plan Years beginning after December 31,
          1988. In no case shall the amount of Excess Aggregate Contribution
          with respect to any Highly Compensated Participant exceed the amount
          of Employer matching contributions made pursuant to Section 4.1(b)
          (to the extent taken into account pursuant to Section 4.7(b)),
          voluntary Employee contributions made pursuant to Section 4.12,
          Excess Contributions recharacterized as voluntary Employee
          contributions pursuant to Section 4.6(a) and any Qualified Non-
          Elective Contributions or elective deferrals taken into account
          pursuant to Section 4.7(c) on behalf of such Highly Compensated
          Participant for such Plan Year.

     (f)  The determination of the amount of Excess Aggregate Contributions
          with respect to any Plan Year shall be made after first determining
          the Excess Contributions, if any, to be treated as voluntary Employee
          contributions due to recharacterization for the plan year of any
          other qualified cash or deferred arrangement (as defined in Code
          Section 401(k)) maintained by the Employer that ends with or within
          the Plan Year or which are treated as voluntary Employee
          contributions due to recharacterization pursuant to Section 4.6(a).

     (g)  The determination and correction of Excess Aggregate Contributions of
          a Highly Compensated Participant whose actual contribution ratio is
          determined under the family aggregation rules shall be accomplished
          by reducing the actual contribution percentage ratio as required
          herein and the Excess Aggregate Contributions for the family unit
          shall be allocated among the Family Members in proportion to the sum
          of Employer matching contributions made pursuant to Section 4.1(b)
          (to the extent taken into account pursuant to Section), voluntary
          Employee contributions made pursuant to Section 4.12, Excess
          Contributions recharacterized as voluntary Employee contributions
          pursuant to Section and any Qualified Non-elective Contributions or
          elective deferrals taken into account pursuant to Section 5.1 of each
          Family Member that were combined to determine the group actual
          contribution ratio.

                                       18
<PAGE>   23
     (h)  Notwithstanding the above, within twelve (12) months after the end of
          the Plan Year, the Employer may make a special Qualified Non-Elective
          Contribution on behalf of Non-Highly Compensated Participants in an
          amount sufficient to satisfy one of the tests set forth in Section
          4.7(a). Such contribution shall be allocated to the Participant's
          Qualified Non-Elective Account of each Non-Highly Compensated
          Participant in the same proportion that each Non-Highly Compensated
          Participant's Compensation for the year bears to the total
          Compensation of all Non-Highly Compensated Participants. A separate
          accounting shall be maintained for the purpose of excluding such
          contributions from the "Actual Deferral Percentage" tests pursuant to
          Code Section 4.5(a).

     (i)  For purposes of this Section, "Income" means the income or loss
          allocable to Excess Aggregate Contributions which shall equal the sum
          of the allocable gain or loss for the Plan Year and the allocable gain
          or loss for the period between the end of the Plan Year and the date
          of distribution ("gap period"). The income or loss allocable to Excess
          Aggregate Contributions for the Plan Year and the "gap period" is
          calculated separately and is determined by multiplying the income or
          loss for the Plan Year or the "gap period" by a fraction. The
          numerator of the fraction is the Excess Aggregate Contributions for
          the Plan Year. The denominator of the fraction is the total
          Participant's Account and Voluntary Contribution Account attributable
          to Employer matching contributions subject to Section 4.7, voluntary
          Employee contributions made pursuant to Section 4.12, and any
          Qualified Non-Elective Contributions and elective deferrals taken into
          account pursuant to Section 4.7(c) as of the end of the Plan Year or
          the "gap period" reduced by the gain allocable to such total amount
          for the Plan Year or the "gap period" and increased by the loss
          allocable to such total amount for the Plan Year or the "gap period".

          In lieu of the "fractional method" described above, a "safe harbor
          method" may be used to calculate the allocable Income for the "gap
          period". Under such "safe harbor method", allocable Income for the
          "gap period" shall be deemed to equal ten percent (10%) of the Income
          allocable to Excess Aggregate Contributions for the Plan Year of the
          Participant multiplied by the number of calendar months in the "gap
          period". For purposes of determining the number of calendar months in
          the "gap period", a distribution occurring on or before the fifteenth
          day of the month shall be treated as having been made on the last day
          of the preceding month and a distribution occurring after such
          fifteenth day shall be treated as having been made on the first day
          of the next subsequent month.

          The Income allocable to Excess Aggregate Contributions resulting from
          recharacterization of Elective Contributions shall be determined and
          distributed as if such recharacterized Elective Contributions had been
          distributed as Excess Contributions.

          Notwithstanding the above, for Plan Years which began in 1987, and for
          Plan Years beginning on or after the date this Plan is adopted, Income
          during the "gap period" shall not be taken into account.

4.9  MAXIMUM ANNUAL ADDITIONS

     (a) (1)   If the Participant does not participate in, and has never
               participated in another qualified plan maintained by the
               Employer, or a welfare benefit fund (as defined in Code Section
               419(e)), maintained by the Employer, or an individual medical
               account (as defined in Code Section 415(1)(2)) maintained by the
               Employer, which provides Annual Additions, the amount of Annual
               Additions which may be credited to Participant's accounts for any
               Limitation Year shall not exceed the lesser of the Maximum
               Permissible Amount or any other limitation contained in this
               Plan. If the Employer contribution that would otherwise be
               contributed or allocated to the Participant's accounts would
               cause the Annual Additions for the Limitation Year to exceed the
               Maximum Permissible Amount, the amount contributed or allocated
               will be reduced so that the Annual Additions for the Limitation
               Year will equal the Maximum Permissible Amount.

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

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

         (4)   If pursuant to Section 4.9(a)(2) or Section 4.5, there is an
               Excess Amount, the excess will be disposed of in one of the
               following manners, as uniformly determined by the Administrator
               for all Participants similarly situated.

               (i)    Any Deferred Compensation or nondeductible Voluntary
                      Employee Contributions, to the extent they would reduce
                      the Excess Amount, will be distributed to the Participant;

               (ii)   If, after the application of subparagraph (i), an Excess
                      Amount still exists, and the Participant is covered by the
                      Plan at the end of the Limitation Year, the Excess Amount
                      in the Participant's account will be used to reduce
                      Employer contributions (including any allocation of
                      Forfeitures) for such Participant in the next Limitation
                      Year, and each succeeding Limitation Year if necessary;

               (iii)  If, after the application subparagraph (i), an Excess
                      Amount still exists, and the Participant is not covered by
                      the Plan at the end of a Limitation Year, the Excess
                      Amount will be held unallocated in a suspense account. The
                      suspense account will be applied to reduce future Employer
                      contributions (including allocation of any Forfeitures)
                      for all remaining Participants in the next Limitation
                      Year, and each succeeding Limitation Year if necessary;

               (iv)   If a suspense account is in existence at any time during a
                      Limitation Year pursuant to this Section, it will not
                      participate in the allocation of investment gains and
                      losses. 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 contributions
                      or any employee contributions may be made to the plan for
                      that limitation year. Excess amounts may not be
                      distributed to participants or former participants.

     (b) (1)   This subsection applies if, in addition to this Plan, the
               Participant is covered under another qualified Prototype defined
               contribution plan maintained by the Employer, or a welfare
               benefit fund (as defined in Code Section 419(e)) maintained by
               the Employer, or


                                       19
<PAGE>   24
               an individual medical account (as defined in Code Section
               415(1)(2)) maintained by the Employer, which provides Annual
               Additions, during any Limitation Year. The Annual Additions
               which may be credited to a Participant's accounts under this
               Plan for any such Limitation Year shall not exceed the Maximum
               Permissible Amount reduced by the Annual Additions credited to a
               Participant's accounts under the other plans and welfare benefit
               funds for the same Limitation Year. If the Annual Additions with
               respect to the Participant under other defined contribution
               plans and welfare benefit funds maintained by the Employer are
               less than the Maximum Permissible Amount and the Employer
               contribution that would otherwise be contributed or allocated to
               the Participant's accounts under this Plan would cause the
               Annual Additions for the Limitation Year to exceed this
               limitation, the amount contributed or allocated will be reduced
               so that the Annual Additions under all such plans and welfare
               benefit funds for the Limitation Year will equal the Maximum
               Permissible Amount. If the Annual Additions with respect to the
               Participant under such other defined contribution plans and
               welfare benefit funds in the aggregate are equal to or greater
               than the Maximum Permissible Amount, no amount will be
               contributed or allocated to the Participant's account under this
               Plan for the Limitation Year.

          (2)  Prior to determining the Participant's actual Compensation for
               the Limitation Year, the Employer may determine the maximum
               Permissible Amount for a Participant in the manner described in
               Section 4.9(a)(2).

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

          (4)  If, pursuant to Section 4.9(b)(2) or Section 4.5, a
               Participant's Annual Additions under this Plan and 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 a welfare benefit fund or individual medical
               account will be deemed to have been allocated first regardless
               of the actual allocation date.

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

               (i)  the total Excess Amount allocated as of such date, times

               (ii) the ratio of (1) the Annual Additions allocated to the
                    Participant for the Limitation Year as of such date under
                    this Plan to (2) the total Annual Additions allocated to
                    the Participant for the Limitation Year as of such date
                    under this and all the other qualified defined contribution
                    plans.

          (6)  Any Excess Amount attributed to this Plan will be disposed in
               the manner described in Section 4.9(a)(4).

     (c)  If the Participant is covered under another qualified defined
          contribution plan maintained by the Employer which is not a Prototype
          Plan, Annual Additions, which may be credited to the Participant's
          account under this Plan for any Limitation Year will be limited in
          accordance with Section 4.9(b), unless the Employer provides other
          limitations in the Adoption Agreement.

     (d)  If the Employer maintains, or at any time maintained, a qualified
          defined benefit plan covering any Participant in this Plan the sum of
          the Participant's Defined Benefit Plan Fraction and Defined
          Contribution Plan Fraction will not exceed 1.0 in any Limitation
          Year. The Annual Additions which may be credited to the Participant's
          account under this Plan for any Limitation Year will be limited in
          accordance with the Limitation on Allocations Section of the
          Adoption Agreement.

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

     (f)  For purposes of this Section, the following terms shall be defined as
          follows:

          (1)  Annual Additions means the sum credited to a Participant's
               accounts for any Limitation Year of (1) Employer contributions,
               (2) effective with respect to "limitation years" beginning after
               December 31, 1986, Employee contributions, (3) forfeitures, (4)
               amounts allocated, after March 31, 1984, to an individual
               medical account, as defined in Code Section 415(1)(2), which is
               part of a pension or annuity plan maintained by the Employer and
               (5) amounts derived from contributions paid or accrued after
               December 31, 1985, in taxable years ending after such date,
               which are attributable to post-retirement medical benefits
               allocated to the separate account of a key employee (as defined
               in Code Section 419A(d)(3)) under a welfare benefit fund (as
               defined in Code Section 419(e)) maintained by the Employer.
               Except, however, the "415 Compensation" percentage limitation
               referred to in paragraph (a)(2) above shall not apply to: (1)
               any contribution for medical benefits (within the meaning of
               Code Section 419A(f)(2)) after separation from service which is
               otherwise treated as an "annual addition", or (2) any amount
               otherwise treated as an "annual addition" under Code Section
               415(l)(1). Notwithstanding the foregoing, for "limitation years"
               beginning prior to January 1, 1987, only that portion of
               Employee contributions equal to the lesser of Employee
               contributions in excess of six percent (6%) of "415
               Compensation" or one-half of Employee contributions shall be
               considered an "annual addition".

               For this purpose, any Excess Amount applied under Sections
               4.9(a)(4) and 4.9(b)(6) in the Limitation Year to reduce
               Employer contributions shall be considered Annual Additions for
               such Limitation Year.

          (2)  Compensation means a Participant's Compensation as defined in
               Section E1 of the Adoption Agreement.

               For purposes of applying the limitations of this Section 4.9,
               Compensation for any Limitation Year is the Compensation
               actually paid or includible in gross income during such year.
               Notwithstanding the preceding sentence, Compensation for a
               Participant in a profit-sharing plan who is permanently and
               totally disabled (as defined in Code Section 22(e)(3)) is the
               Compen-



                                       20

<PAGE>   25
               sation such Participant would have received for the Limitation
               Year if the Participant had been paid at the rate of
               Compensation paid immediately before becoming permanently and
               totally disabled; such imputed Compensation for the disabled
               Participant 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.

          (3)  Defined Benefit Fractions means a fraction, the numerator of
               which is the sum of the Participant's Projected Annual Benefits
               under all the defined benefit plans (whether or not terminated)
               maintained by the Employer, and the denominator of which is the
               lesser of 125 percent of the dollar limitation determined for
               the Limitation Year under Code Sections 415(b) and (d) or 140
               percent of his highest Average Compensation including any
               adjustments under Code Section 415(b).

               Notwithstanding the above, if the Participant was a Participant
               as of the first day of the first Limitation Year beginning after
               December 31, 1986, in one or more defined benefit plans
               maintained by the Employer which were in existence on May 6,
               1986, the denominator of this fraction will not be less than 125
               percent of the sum of the annual benefits under such plans which
               the Participant had accrued as of the end of the close of the
               last Limitation Year beginning before January 1, 1987,
               disregarding any changes in the terms and conditions of the plan
               after May 5, 1986. The preceding sentence applies only if the
               defined benefit plans individually and in the aggregate
               satisfied the requirements of Code Section 415 for all
               Limitation Years beginning before January 1, 1987.

               Notwithstanding the foregoing, for any Top Heavy Plan Year, 100
               shall be substituted for 125 unless the extra minimum allocation
               is being made pursuant to the Employer's election in F1 of the
               Adoption Agreement. However, for any Plan Year in which this
               Plan is a Super Top Heavy Plan, 100 shall be substituted for 125
               in any event.

          (4)  Defined Contribution Dollar Limitation means $30,000, or, if
               greater, one-fourth of the defined benefit dollar limitation set
               forth in Code Section 415(b)(1) as in effect for the Limitation
               Year.

          (5)  Defined Contribution Fraction means a fraction, the numerator of
               which is the sum of the Annual Additions to the Participant's
               account under all the defined contribution plans (whether or not
               terminated) maintained by the Employer for the current and all
               prior Limitation Years, (including the Annual Additions
               attributable to the Participant's nondeductible voluntary
               employee contributions to any defined benefit plans, whether or
               not terminated, maintained by the Employer and the annual
               additions attributable to all welfare benefit funds, as defined
               in Code Section 419(e), and individual medical accounts, as
               defined in Code Section 415(1)(2), maintained by the Employer),
               and the denominator of which is the sum of the maximum aggregate
               amounts for the current and all prior Limitation Years of
               Service with the Employer (regardless of whether a defined
               contribution plan was maintained by the Employer). The maximum
               aggregate amount in any Limitation Year is the lesser of 125
               percent of the Defined Contribution Dollar Limitation or 35
               percent of the Participant's Compensation for such year. For
               Limitation Years beginning prior to January 1, 1987, the "annual
               addition" shall not be recomputed to treat all Employees
               contributions as an Annual Addition.

               If the Employee was a Participant as of the end of the first day
               of the first Limitation Year beginning after December 31, 1986,
               in one or more defined contribution plans maintained by the
               Employer which were in existence on May 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 (1) the excess of the sum of the
               fractions over 1.0 times (2) the denominator of this fraction,
               will be permanently subtracted from the numerator of this
               fraction. The adjustment is calculated using the fractions as
               they would be computed as of the end of the last Limitation Year
               beginning before January 1, 1987, and disregarding any changes
               in the terms and conditions of the plan made after May 5, 1986,
               but using the Code Section 415 limitation applicable to the
               first Limitation Year beginning on or after January 1, 1987.

               Notwithstanding the foregoing, for any Top Heavy Plan Year, 100
               shall be substituted for 125 unless the extra minimum allocation
               is being made pursuant to the Employer's election in F1 of the
               Adoption Agreement. However, for any Plan Year in which this
               Plan is a Super Top Heavy Plan, 100 shall be substituted for 125
               in any event.

          (6)  Employer means the Employer that adopts this Plan and all
               Affiliated Employers, except that for purposes of this Section,
               Affiliated Employers shall be determined pursuant to the
               modification made by Code Section 415(h).

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

          (8)  Highest Average Compensation means the average Compensation for
               the three consecutive Years of Service with the Employer that
               produces the highest average. A Year of Service with the
               Employer is the 12 consecutive month period defined in Section E1
               of the Adoption Agreement which is used to determine
               Compensation under the Plan.

          (9)  Limitation Year means the Compensation Year (a 12 consecutive
               month period) as elected by the Employer 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.

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

          (11) Maximum Permissible Amount means the maximum Annual Addition
               that may be contributed or allocated to a Participant's account
               under the plan for any Limitation Year, which shall not exceed
               the lesser of:

               (i)  the Defined Contribution Dollar Limitation, or

               (ii) 25 percent of the Participant's Compensation for the
                    Limitation Year.

               The Compensation Limitation referred to in (ii) 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 Sections 415(l)(1) or
               419A(d)(2).



                                       21

<PAGE>   26
               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 Contribution multiplied by the
               following fraction:

               number of months in the short Limitation Year 12

          (12) 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 the plan
               assuming:

               (i)  the Participant will continue employment until Normal
                    Retirement Age (or current age, if later), and

               (ii) the Participant's 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.

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

4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

     (a)  If as a result of the allocation of Forfeitures, a reasonable error
          in estimating a Participant's annual Compensation, a reasonable error
          in determining the amount of elective deferrals (within the meaning
          of Code Section 402(g)(3), that may be made with respect to a
          Participant, or other facts and circumstances to which Regulation
          1.415-6(b)(6) shall be applicable, the "annual additions" under this
          Plan would cause the maximum provided in Section 4.9 to be exceeded,
          the Administrator shall treat the excess in accordance with Section
          4.9(a)(4).

4.11 TRANSFERS FROM QUALIFIED PLANS

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

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

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

     (d)  At Normal Retirement Date, or such other date when the Participant or
          his Beneficiary shall be entitled to receive benefits, the fair
          market value of the Participant's Rollover Account shall be used to
          provide additional benefits to the Participant or his Beneficiary.
          Any distributions of amounts held in a Participant's Rollover Account
          shall be made in a manner which is consistent with and satisfies the
          provisions of Section 6.5, including, but not limited to, all notice
          and consent requirements of Code Sections 411(a)(11) and 417 and the
          Regulations thereunder. Furthermore, such amounts shall be considered
          as part of a Participant's benefit in determining whether an
          involuntary cash-out of benefits without Participant consent may be
          made.

     (e)  The Administrator may direct that employee transfers made after a
          valuation date be segregated into a separate account for each
          Participant until such time as the allocations pursuant to this Plan
          have been made, at which time they may remain segregated or be
          invested as part of the general Trust Fund, to be determined by the
          Administrator.

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

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

     (h)  Notwithstanding anything herein to the contrary, a transfer directly
          to this Plan from another qualified plan (or a transaction having the
          effect of such a transfer) shall only be permitted if it will not
          result in the elimination or reduction of any "Section 411(d)(6)
          protected benefit" as described in Section 8.1.

4.12 VOLUNTARY CONTRIBUTIONS

     (a)  If elected in the Adoption Agreement, each Participant may, at the
          discretion of the Administrator in a nondiscriminatory manner, elect
          to voluntarily contribute a portion of his compensation earned while
          a Participant under this Plan. Such contributions shall be paid to
          the Trustee within a reasonable period of time but in no event later
          than 90 days after the receipt of the contribution.

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

     (c)  A Participant may elect to withdraw his voluntary contributions from
          his Voluntary Contribution Account and the actual earnings thereon in
          a manner which is consistent with and satisfies the provisions of
          Section 6.5, including, but not limited to, all notice and consent
          requirements of Code Sections 411(a)(11) and 417 and the Regulations
          thereunder. If the Administrator maintains sub-accounts with respect
          to voluntary contributions (and earnings



                                       22

<PAGE>   27
          thereon) which were made on or before a specified date, a Participant
          shall be permitted to designate which subaccount shall be the source
          for his withdrawal. No Forfeitures shall occur solely as a result of
          an Employee's withdrawal of Employee contributions.

          In the event such a withdrawal is made, or in the event a Participant
          has received a hardship distribution pursuant to Regulation
          1.401(k)-1(d)(2)(iii)(B) from any other plan maintained by the
          Employer or from his Participant's Elective Account pursuant to
          Section 6.11, then such Participant shall be barred from making any
          voluntary contributions to the Trust Fund for a period of twelve (12)
          months after receipt of the withdrawal or distribution.

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

     (e)  The Administrator may direct that voluntary contributions made after
          a valuation date be segregated into a separate account until such
          time as the allocations pursuant to this Plan have been made, at
          which time they may remain segregated or be invested as part of the
          general Trust Fund, to be determined by the Administrator.

4.13 DIRECTED INVESTMENT ACCOUNT

     (a)  If elected in the Adoption Agreement, all Participants may direct the
          Trustee as to the investment of all or a portion of any one or more
          of their individual account balances. Participants may direct the
          Trustee in writing to invest their account to specific assets as
          permitted by the Administrator provided such investments are in
          accordance with the Department of Labor regulations and are permitted
          by the Plan. That portion of the account of any Participant so
          directing will thereupon be considered a Directed Investment Account.

     (b)  A separate Directed Investment Account shall be established for each
          Participant who has directed an investment. Transfers between the
          Participant's regular account and their Directed Investment Account
          shall be charged and credited as the case may be to each account. The
          Directed Investment Account shall not share in Trust Fund Earnings,
          but it shall be charged or credited as appropriate with the net
          earnings, gains, losses and expenses as well as any appreciation or
          depreciation in market value during each Plan Year attributable to
          such account.

     (c)  The Administrator shall establish a procedure, to be applied in a
          uniform and nondiscriminatory manner, setting forth the permissible
          investment options under this Section, how often changes between
          investments may be made, and any other limitations that the
          Administrator shall impose on a Participant's right to direct
          investments.

4.14 QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS

     (a)  If this is an amendment to a Plan that previously permitted
          deductible voluntary contributions, then each Participant who made a
          "Qualified Voluntary Employee Contribution" within the meaning of
          Code Section 219(e)(2) as it existed prior to the enactment of the
          Tax Reform Act of 1986, and shall have his contribution held in a
          separate Qualified Voluntary Employee Contribution Account which
          shall be fully Vested at all times. Such contributions, however,
          shall not be permitted if they are attributable to taxable years
          beginning after December 31, 1986.

     (b)  A Participant may, upon written request delivered to the
          Administrator, make withdrawals from his Qualified Voluntary Employee
          Contribution Account. Any distribution shall be made in a manner
          which is consistent with and satisfies the provisions of Section 6.5,
          including, but not limited to, all notice and consent requirements of
          Code Sections 411(a)(11) and 417 and the Regulations thereunder.

     (c)  At Normal Retirement Date, or such other date when the Participant or
          his Beneficiary shall be entitled to receive benefits, the fair
          market value of the Qualified Voluntary Employee Contribution Account
          shall be used to provide additional benefits to the Participant or
          his Beneficiary.

     (d)  Unless the Administrator directs Qualified Voluntary Employee
          Contributions made pursuant to this Section be segregated into a
          separate account for each Participant, they shall be invested as part
          of the general Trust Fund and share in earnings and losses.

4.15 INTEGRATION OF MORE THAN ONE PLAN

If the Employer and/or an Affiliated Employer maintain qualified retirement
plans integrated with Social Security such that any Participant in this Plan is
covered under more than one of such plans, then such plans will be considered
to be one plan and will be considered to be integrated if the extent of the
integration of all such plans does not exceed 100%. For purposes of the
preceding sentence, the extent of integration of a plan is the ratio, expressed
as a percentage, which the actual benefits, benefit rate, offset rate, or
employer contribution rate, whatever is applicable, under the Plan bears to the
limitation applicable to such Plan. If the Employer maintains two or more
standardized paired plans, only one plan may be integrated with Social Security.

                                   ARTICLE V

                                   VALUATIONS

5.1 VALUATION OF THE TRUST FUND

The Administrator shall direct the Trustee, as of each Anniversary Date, and at
such other date or dates deemed necessary by the Administrator, herein called
"valuation date", to determine the net worth of the assets comprising the Trust
Fund as it exists on the "valuation date". In determining such net worth, the
Trustee shall value the assets comprising the Trust Fund at their fair market
value as of the "valuation date" and shall deduct all expenses for which the
Trustee has not yet obtained reimbursement from the Employer or the Trust Fund.

5.2 METHOD OF VALUATION

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

                                   ARTICLE VI

                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1 DETERMINATION OF BENEFITS UPON RETIREMENT

Every Participant may terminate his employment with the Employer and retire for
the purposes hereof on or after his Normal Retirement


                                       23
<PAGE>   28
Date or Early Retirement Date. Upon such Normal Retirement Date or Early
Retirement Date, all amounts credited to such Participant's Combined Account
shall become distributable. However, a Participant may postpone the termination
of his employment with the Employer to a later date, in which event the
participation of such Participant in the Plan, including the right to receive
allocations pursuant to Section 4.4, shall continue until his Late Retirement
Date. Upon a Participant's Retirement Date, or as soon thereafter as is
practicable, the Administrator shall direct the distribution of all amount
credited to such Participant's Combined Account in accordance with Section 6.5.

6.2    DETERMINATION OF BENEFITS UPON DEATH

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

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

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

       (d)  Unless otherwise elected in the manner prescribed in Section 6.6,
            the Beneficiary of the Pre-Retirement Survivor Annuity shall be the
            Participant's spouse. Except, however, the Participant may designate
            a Beneficiary other than his spouse for the Pre-Retirement Survivor
            Annuity if:

            (1)  the Participant and his spouse have validly waived the
                 Pre-Retirement Survivor Annuity in the manner prescribed in
                 Section 6.6, and the spouse has waived his or her right to be
                 the Participant's Beneficiary, or

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

            (3)  the Participant has no spouse, or

            (4)  the spouse cannot be located.

            In such event, the designation of a Beneficiary shall be made on a
            form satisfactory to the Administrator. A Participant may at any
            time revoke his designation of a Beneficiary or change his
            Beneficiary by filing written notice of such revocation or change
            with the Administrator. However, the Participant's spouse must again
            consent in writing to any change in Beneficiary unless the original
            consent acknowledged that the spouse had the right to limit consent
            only to a specific Beneficiary and that the spouse voluntarily
            elected to relinquish such right. The Participant may, at any time,
            designate a Beneficiary for death benefits payable under the Plan
            that are in excess of the Pre-Retirement Survivor Annuity. In the
            event no valid designation of Beneficiary exist at the time of the
            Participant's death, the death benefit shall be payable to his
            estate.

       (e)  If the Plan provides an insured death benefit and a Participant dies
            before any insurance coverage to which he is entitled under the Plan
            is effected, his death benefit from such insurance coverage shall be
            limited to the standard rated premium which was or should have been
            used for such purpose.

       (f)  In the event of any conflict between the terms of this Plan and the
            terms of any Contract issued hereunder, the Plan provisions shall
            control.

6.3    DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

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

6.4    DETERMINATION OF BENEFITS UPON TERMINATION

       (a)  On or before the Anniversary Date coinciding with or subsequent to
            the termination of a Participant's employment for any reason other
            than retirement, death, or Total and Permanent Disability, the
            Administrator may direct the Trustee to segregate the amount of the
            Vested portion of such Terminated Participant's Combined Account and
            invest the aggregate amount thereof in a separate, federally insured
            savings account, certificate of deposit, common or collective trust
            fund of a bank or a deferred annuity. In the event the Vested
            portion of a Participant's Combined Account is not segregated, the
            amount shall remain in a separate account for the Terminated
            Participant and share in allocations pursuant to Section 4.4 until
            such time as a distribution is made to the Terminated Participant.
            The amount of the portion of the Participant's Combined Account
            which is not Vested may be credited to a separate account (which
            will always share in gains and losses of the Trust) and at such time
            as the amount becomes a Forfeiture shall be treated in accordance
            with the provisions of the Plan regarding Forfeitures.

            Regardless of whether distributions in kind are permitted, in the
            event that the amount of the Vested portion of the Terminated
            Participant's Combined Account equals or exceeds the fair market
            value of any insurance contracts, the Trustee, when so directed by
            the Administrator and agreed to by the Terminated Participant, shall
            assign, transfer, and set over to such Terminated Participant all
            Contracts on his life in such form or which such endorsements, so
            that the settlement options and forms of payment are consistent with
            the provisions of Section 6.5. In the event that the Terminated
            Participant's Vested portion does not at least equal the fair market
            value of the Contracts, if any, the Terminated Participant may pay
            over to the Trustee the sum needed to make the distribution equal to
            the value of the Contracts being assigned or transferred, or the
            Trustee, pursuant to the Participant's election, may borrow the
            cash value of the Contract from the Insurer so that the value of the
            Contracts from the Insurer so that the value of the Contracts is
            equal to the Vested portion of the Terminated Participant's Combined
            Account and then assign the Contracts to the Terminated Participant.

            Distribution of the funds due to a Terminated Participant shall be
            made on the occurrence of an event which would result in the
            distribution had the Terminated Participant remained in the employ
            of the Employer (upon the Participant's death, Total and Permanent
            Disability, Early or Normal Retirement). However, at the election of
            the Participant, the Administrator shall direct that the entire
            Vested portion of the Terminated Participant's Combined Account to
            be payable to such Terminated Participant pro-

                                       24
<PAGE>   29


     vided the conditions, if any, set forth in the Adoption Agreement have been
     satisfied. Any distribution under this paragraph shall be made in a manner
     which is consistent with and satisfies the provisions of Section 6.5,
     including but not limited to, all notice and consent requirements of Code
     Sections 411(a)(11) and 417 and the Regulations thereunder.

     Notwithstanding the above, if the value of a Terminated Participant's
     Vested benefit derived from Employer and Employee contributions does not
     exceed, and at the time of any prior distribution, has never exceeded
     $3,500, the Administrator shall direct that the entire Vested benefit be
     paid to such Participant in a single lump-sum without regard to the consent
     of the Participant or the Participant's spouse. A Participant's Vested
     benefit shall not include Qualified Voluntary Employee Contributions within
     the meaning of Code Section 72(o)(5)(B) for Plan Years beginning prior to
     January 1, 1989.

(b)  The Vested portion of any Participant's Account shall be a percentage of
     such Participant's Account determined on the basis of the Participant's
     number of Years of Service according to the vesting schedule specified in
     the Adoption Agreement.

(c)  For any Top Heavy Plan Year, one of the minimum top heavy vesting schedules
     as elected by the Employer in the Adoption Agreement will automatically
     apply to the Plan. The minimum top heavy 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. Further, no decrease in a Participant's Vested percentage
     may occur in the event the Plan's status as top heavy changes for any Plan
     Year. However, this Section 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 the Vested percentage of such Employee's Participant's
     Account shall be determined without regard to this Section 6.4(c).

     If in any subsequent Plan Year, the Plan ceases to be a Top Heavy Plan, the
     Administrator shall continue to use the vesting schedule in effect while
     the Plan was a Top Heavy Plan for each Employee who had an House of Service
     during a Plan Year when the Plan was Top Heavy.

(d)  Notwithstanding the vesting schedule above, upon the complete
     discontinuance of the Employer's contributions to the Plan or upon any full
     or partial termination of the Plan, all amounts credited to the account of
     any affected Participant shall become 100% Vested and shall not thereafter
     be subject to Forfeiture.

(e)  If this is an amended or restated Plan, then notwithstanding the vesting
     schedule specified in the Adoption Agreement, the Vested percentage of a
     Participant's Account shall not be less than the Vested percentage attained
     as of the later of the effective date or adoption date of this amendment
     and restatement. The computation of a Participant's nonforfeitable
     percentage of his interest in the Plan shall not be reduced as the result
     of any direct or indirect amendment to this Article, or due to changes in
     the Plan's status as a Top Heavy Plan.

(f)  If the Plan's vesting schedule is amended, or if the Plan is amended in any
     way that directly or indirectly affects the computation of the
     Participant's nonforfeitable percentage or if the Plan is deemed amended by
     an automatic change to a top heavy vesting schedule, then each Participant
     with at least 3 Years of Service as of the expiration date of the election
     period may elect to have his nonforfeitable percentage computed under the
     Plan without regard to such amendment or change. Notwithstanding the
     foregoing, for Plan Years beginning before January 1, 1989, or with respect
     to Employees who fail to complete at least one (1) Hour of Service in a
     Plan Year beginning after December 31, 1988, five (5) shall be substituted
     for three (3) in the preceding sentence. If a Participant fails to make
     such election, then such Participant shall be subject to the new vesting
     schedule. the Participant's election period shall commence on the adoption
     date of the amendment and shall end 60 days after the latest of:

     (1) the adoption date of the amendment,

     (2) the effective date of the amendment, or

     (3) The date the Participant receives written notice of the amendment from
         the Employer or Administrator.

(g)  (1) If any Former Participant shall be reemployed by the Employer before a
         1-Year Break in Service occurs, he shall continue to participate in the
         Plan in the same manner as if such termination had not occurred.

     (2) If any Former Participant shall be reemployed by the Employer before
         five (5) consecutive 1-Year Breaks in Service, and such Former
         Participant had received a Service, and such Former Participant had
         received a distribution of his entire Vested interest prior to his
         reemployment, his forfeiture account shall be reinstated only if he
         repays the full amount distributed to him before the earlier of five
         (5) years after the first date on which the Participant is subsequently
         reemployed by the Employer or the close of the first period of 5
         consecutive 1-Year Breaks in Service commencing after the distribution.
         If a distribution occurs for any reason other than a separation from
         service, the time for repayment may not end earlier than five (5) years
         after the date of separation. In the event the Former Participant does
         repay the full amount distributed to him, the undistributed portion of
         the Participant's Account must be restored in full, unadjusted by any
         gains or losses occurring subsequent to the Anniversary Date or other
         valuation date preceding his termination. If an employee receives a
         distribution pursuant to this section and the employee resumes
         employment covered under this plan, the employee's employer-derived
         account balance will be restored to the amount on the date of
         distribution if the employee repays to the plan the full amount of the
         distribution attributable to employer contributions before the earlier
         of 5 years after the first date on which the participant is
         subsequently re-employed by the employer, or the date the participant
         incurs 5 consecutive 1-year breaks in service following the date of the
         distribution. If a non-Vested Former Participant was deemed to have
         received a distribution and such Former Participant is reemployed by
         the Employer before five (5) consecutive 1-Year Breaks in Service, then
         such Participant will be deemed to have repaid the deemed distribution
         as of the date of reemployment.

     (3) If any Former Participant is reemployed after a 1-Year Break in Service
         has occurred, Years of Service shall include Years of Service prior to
         his 1-Year Break in Service subject to the following rules:

         (i) Any Former Participant who under the Plan does not have a
             nonforfeitable right to any interest in the Plan resulting from
             Employer contributions shall lose credits if his consecutive 1-Year
             Breaks in Service equal or exceed the greater of (A) five (5) or
             (B) the aggregate number of his pre-break Years of Service;



                                       25
<PAGE>   30
          (ii)  After five (5) consecutive 1-Year Breaks in Service, a Former
                Participant's Vested Account balance attributable to pre-break
                service shall not be increased as a result of post-break
                service:

          (iii) A Former Participant who is reemployed and who has not had his
                Years of Service before a 1-Year Break in Service disregarded
                pursuant to (i) above, shall participate in the Plan as of his
                date of reemployment:


          (iv)  If a Former Participant completes a Year of Service (a 1-Year
                Break in Service previously occurred, but employment had not
                terminated), he shall participate in the Plan retroactively from
                the first day of the Plan Year during which he completes one (1)
                Year of Service.

     (h) In determining Years of Service for purposes of vesting under the Plan,
         Years of Service shall be excluded as specified in the Adoption
         Agreement.

6.5  DISTRIBUTION OF BENEFITS

     (a) (1) Unless otherwise elected as provided below, a Participant who is
             married on the "annuity starting date" and who does not die before
             the "annuity starting date" shall receive the value of all of his
             benefits in the form of a Joint and Survivor Annuity. The Joint and
             Survivor Annuity is an annuity that commences immediately and shall
             be equal in value to a single life annuity. Such joint and survivor
             benefits following the Participant's death shall continue to the
             spouse during the spouse's lifetime at a rate equal to 50% of the
             rate at which such benefits were payable to the Participant. This
             Joint and Survivor Annuity shall be considered the designated
             qualified Joint and Survivor Annuity and automatic form of payment
             for the purposes of this Plan. However, the Participant may elect
             to receive a smaller annuity benefit with continuation of payments
             to the spouse at a rate of seventy-five percent (75%) or one
             hundred percent (100%) of the rate payable to a Participant during
             his lifetime which alternative Joint and Survivor Annuity shall be
             equal in value to the automatic Joint and 50% Survivor Annuity. An
             unmarried Participant shall receive the value of his benefit in the
             form of a life annuity. Such unmarried Participant, however, may
             elect in writing to waive the life annuity. The election must
             comply with the provisions of this Section as if it were an
             election to waive the Joint and Survivor Annuity by a married
             Participant, but without the spousal consent requirement. The
             Participant may elect to have any annuity provided for in this
             Section distributed upon the attainment of the "earliest retirement
             age" under the Plan. The "earliest retirement age" is the earliest
             date on which, under the Plan, the Participant could elect to
             receive retirement benefits.

         (2) Any election to waive the Joint and Survivor Annuity must be made
             by the Participant in writing during the election period and be
             consented to by the Participant's spouse. If the spouse is legally
             incompetent to give consent, the spouse's legal guardian, even if
             such guardian is the Participant, may give consent. Such election
             shall designate a Beneficiary (or a form of benefits) that may not
             be changed without spousal consent (unless the consent of the
             spouse expressly permits designations by the Participant without
             the requirement of further consent by the spouse). Such spouse's
             consent shall be irrevocable and must acknowledge the effect of
             such election and be witnessed by a Plan representative or a notary
             public. Such consent shall not be required if it is established to
             the satisfaction of the Administrator that the required consent
             cannot be obtained because there is no spouse, the spouse cannot be
             located, or other circumstances that may be prescribed by
             Regulations. The election made by the Participant and consented to
             by his spouse may be revoked by the Participant in writing without
             the consent of the spouse at any time during the election period.
             The number of revocations shall not be limited. Any new election
             must comply with the requirements of this paragraph. A former
             spouse's waiver shall not be binding on a new spouse.

         (3) The election period to waive the Joint and Survivor Annuity shall
             be the 90 day period ending on the "annuity starting date."

         (4) For purposes of this Section and Section 6.6, the "annuity
             starting date" means the first day of the first period for which
             an amount is paid as an annuity, or, in the case of a benefit not
             payable in the form of an annuity, the first day on which all event
             have occurred which entitles the Participant to such benefit.

         (5) With regard to the election, the Administrator shall provide to
             the Participant no less than 30 days and no more than 90 days
             before the "annuity starting date" a written explanation of:

             (i)   the terms and conditions of the Joint and Survivor Annuity,
                   and

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

             (iii) the right of the Participant's spouse to consent to any
                   election to waive the Joint and Survivor Annuity, and

             (iv)  the right of the Participant to revoke such election, and the
                   effect of such revocation.

     (b) In the event a married Participant duly elects pursuant to paragraph
         (a)(2) above not to receive his benefit in the form of a Joint and
         Survivor Annuity, or if such Participant is not married, in the form of
         a life annuity, the Administrator, pursuant to the election of the
         Participant, shall direct the distribution to a Participant or his
         Beneficiary any amount to which he is entitled under the Plan in one or
         more of the following methods which are permitted pursuant to the
         Adoption Agreement:

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

         (2) Payments over a period certain in monthly, quarterly, semiannual,
             or annual cash installments. In order to provide such installment
             payments, the Administrator may direct that the Participant's
             interest in the Plan be segregated and invested separately, and
             that the funds in the segregated account be used for the payment of
             the installments. The period over which such payment is to be made
             shall not extend beyond the Participant's life expectancy (or the
             life expectancy of the Participant and his designated Beneficiary);

         (3) Purchase of or providing an annuity. However, such annuity may not
             be in any form that will provide for payments over a period
             extending beyond either the life of the Participant (or the lives
             of the Participant and his designated Beneficiary) or the life
             expectancy of the Participant (or the life expectancy of the
             Participant and his designated Beneficiary).

     (c) The present value of a Participant's Joint and Survivor Annuity
         derived from Employer and Employee contributions may not be paid
         without his written consent if the value exceeds, or has ever exceeded
         at the time of any prior distribution, $3,500. Further, the spouse of a


                                       26
<PAGE>   31
          Participant must consent in writing to any immediate distribution. If
          the value of the Participant's benefit derived from Employer and
          Employee contributions does not exceed $3,500 and has never exceeded
          $3,500 at the time of any prior distribution, the Administrator may
          immediately distribute such benefit without such Participant's
          consent. No distribution may be made under the preceding sentence
          after the "annuity starting date" unless the Participant and his
          spouse consent in writing to such distribution. Any written consent
          required under this paragraph must be obtained not more than 90 days
          before commencement of the distribution and shall be made in a manner
          consistent with Section 6.5(a)(2).

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

          (1)  No consent shall be valid unless the Participant has received a
               general description of the material features and an explanation
               of the relative values of the optional forms of benefit available
               under the Plan that would satisfy the notice requirements of Code
               Section 417.

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

          (3)  Notice of the rights specified under this paragraph shall be
               provided no less than 30 days and no more than 90 days before the
               "annuity starting date".

          (4)  Written consent of the Participant to the distribution must not
               be made before the Participant receives the notice and must not
               be made more than 90 days before the "annuity starting date".

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

     (e)  Notwithstanding any provision in the Plan to the contrary, the
          distribution of a Participant's benefits, made one or after January 1,
          1985, whether under the Plan or through the purchase of an annuity
          Contract, shall be made in accordance with the following requirements
          and shall otherwise comply with Code Section 401(a)(9) and the
          Regulations thereunder (including Regulation Section 1.40(a)(9)-2),
          the provisions of which are incorporated herein by reference:

          (1)  A Participant's benefits shall be distributed to him not later
               than April 1st of the calendar year following the later of (i)
               the calendar year in which the Participant attains age 70 1/2 or
               (ii) the calendar year in which the Participant retires,
               provided, however, that this clause (ii) shall not apply in the
               case of a Participant who is a "five (5) percent owner"  at any
               time during the five (5) Plan Year period ending in the calendar
               year in which he attains age 70 1/2 or, in the case of a
               Participant who becomes a "five (5) percent owner" during any
               subsequent Plan Year, clause (ii) shall no longer apply and the
               required beginning date shall be the April 1st of the calendar
               year following the calendar year in which such subsequent Plan
               Year ends. Alternatively, distributions to a Participant must
               begin no later than the applicable April 1st as determined under
               the preceding sentence and must be made over the life of the
               Participant (or the lives of the Participant and the
               Participant's designated Beneficiary) or, if benefits are paid in
               the form of a Joint and Survivor Annuity, the life expectancy of
               the Participant (or the life expectancies of the Participant and
               his designated Beneficiary) in accordance with Regulations. For
               Plan Years beginning after December 31, 1988, clause (ii) above
               shall not apply to any Participant unless the Participant had
               attained age 70 1/2 before January 1, 1988 and was not a "five
               (5) percent owner" at any time during the Plan Year ending with
               or within the calendar year in which the Participant attained age
               66 1/2 or any subsequent Plan Year.

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

               Additionally, for calendar years beginning before 1989,
               distributions may also be made under an alternative method which
               provides that the ten present value of the payments to be made
               over the period of the Participant's life expectancy exceeds
               fifty percent (50%) of the then present value of the total
               payments to be made to the Participant and his Beneficiaries.

     (f)  For purposes of this Section, the life expectancy of a Participant and
          a Participant's spouse (other than in the case of a life annuity)
          shall be redetermined annually in accordance with Regulations if
          permitted pursuant to the Adoption Agreement. If the Participant or
          the Participant's spouse may elect whether recalculations will be
          made, the election, once made, shall be irrevocable. If no election is
          made by the time distributions must commence, then the life expectancy
          of the Participant and the Participant's spouse shall not be subject
          to recalculation. Life expectancy and joint and last survivor
          expectancy shall be computed using the return multiples in Tables V
          and VI of Regulation 1.72-9.

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

     (h)  Subject to the spouse's right of consent afforded under the Plan, the
          restrictions imposed by this Section shall not apply if a Participant
          has, prior to January 1, 1984, made a written designation to have his
          retirement benefit paid in an alternative method acceptable under Code
          Section 401(a) as in effect prior to the enactment of the Tax Equity
          and Fiscal Responsibility Act of 1982.

     (i)  If a distribution is made at a time when a Participant who has not
          terminated employment is not fully Vested in his Participant's Account
          and the Participant may increase the Vested percentage in such
          account:

          (1)  A separate account shall be established for the Participant's
               interest in the Plan as of the time of the distribution, and

          (2)  At any relevant time the Participant's Vested portion of the
               separate account shall be equal to an amount ("X") determined by
               the formula:

               X equals P(AB plus (RxD)) - (R x D)

               For purposes of applying the formula: P is the Vested percentage
               at the relevant time. AB is the account balance at the relevant
               time. D is the amount of distribution, and R is the ratio of the
               account balance at the relevant time to the account balance after
               distribution.

6.6  DISTRIBUTION OF BENEFITS UPON DEATH

     (a)  Unless otherwise elected as provided below, a Vested

                                       27
<PAGE>   32
    Participant who dies before the annuity starting date and who has a
    surviving spouse shall have the Pre-Retirement Survivor Annuity paid to his
    surviving spouse. The Participant's spouse may direct that payment of the
    Pre-Retirement Survivor Annuity commence within a reasonable period after
    the Participant's death. If the spouse does not so direct, payment of such
    benefit will commence at the time the Participant would have attained the
    later of his Normal Retirement Age or age 62. However, the spouse may elect
    a later commencement date. Any distribution to the Participant's spouse
    shall be subject to the rules specified in Section 6.6(h).

(b) Any election to waive the Pre-Retirement Survivor Annuity before the
    Participant's death must be made by the Participant in writing during the
    election period and shall require the spouse's irrevocable consent in the
    same manner provided for in Section 6.5(a)(2). Further, the spouse's
    consent must acknowledge the foregoing, the nonspouse Beneficiary need not
    be acknowledged, provided the consent of the spouse acknowledges that the
    spouse has the right to limit consent only to a specific Beneficiary and
    that the spouse voluntarily elects to relinquish such right.

(c) The election period to waive the Pre-Retirement Survivor Annuity shall
    begin on the first day of the Plan Year in which the Participant attains
    age 35 and end on the date of the Participant's death. An earlier waiver
    (with spousal consent) may be made provided a written explanation of the
    Pre-Retirement Survivor Annuity is given to the Participant and such waiver
    becomes invalid at the beginning of the Plan Year in which the Participant
    turns age 35. In the event a Vested Participant separates from service
    prior to the beginning of the election period, the election period shall
    begin on the date of such separation from service.

(d) With regard to the election, the Administrator shall provide each
    Participant within the applicable period, with respect to such Participant
    (and consistent with Regulations), a written explanation of the
    Pre-Retirement Survivor Annuity containing comparable information to that
    required pursuant to Section 6.5(a)(5). For the purposes of this paragraph,
    the term "applicable period" means, with respect to a Participant,
    whichever of the following periods ends last:

    (1) The period beginning with the first day of the Plan Year in which the
        Participant attains age 32 and ending with the close of the Plan Year
        preceding the Plan Year in which the Participant attains age 35;

    (2) A reasonable period after the individual becomes a Participant. For
        this purpose, in the case of an individual who becomes a Participant
        after age 32, the explanation must be provided by the end of the
        three-year period beginning with the first day of the first Plan Year
        for which the individual is a Participant;

    (3) A reasonable period ending after the Plan no longer fully subsidizes
        the cost of the Pre-Retirement Survivor Annuity with respect to the
        Participant;

    (4) A reasonable period ending after Code Section 401(a)(11) applies to the
        Participant; or

    (5) A reasonable period after separation from service in the case of a
        Participant who separates before attaining age 35. For this purpose,
        the Administrator must provide the explanation beginning one year
        before the separation from service and ending one year after separation.

(e) The Pre-Retirement Survivor Annuity provided for in this Section shall
    apply only to Participants who are credited with an Hour of Service on or
    after August 23, 1984. Former Participants who are not credited with an Hour
    of Service on or after August 23, 1984 shall be provided with rights to the
    Pre-Retirement Survivor Annuity in accordance with Section 303(e)(2) of the
    Retirement Equity Act of 1984.

(f) If the value of the Pre-Retirement Survivor Annuity derived from Employer
    and Employee contributions does not exceed $3,500 and has never exceeded
    $3,500 at the time of any prior distribution, the Administrator shall
    direct the immediate distribution of such amount to the Participant's
    spouse. No distribution may be made under the preceding sentence after the
    annuity starting date unless the spouse consents in writing. If the value
    exceeds, or has ever exceeded at the time of any prior distribution,
    $3,500, an immediate distribution of the entire amount may be made to the
    surviving spouse, provided such surviving spouse consents in writing to
    such distribution. Any written consent required under this paragraph must
    be obtained not more than 90 days before commencement of the distribution
    and shall be made in a manner consistent with Section 6.5(a)(2).

(g) (1) In the event there is an election to waive the Pre-Retirement Survivor
        Annuity, and for death benefits in excess of the Pre-Retirement
        Survivor Annuity, such death benefits shall be paid to the
        Participant's Beneficiary by either of the following methods, as
        elected by the Participant (or if no election has been made prior to
        the Participant's death, by his Beneficiary) subject to the rules
        specified in Section 6.6(h) and the selections made in the Adoption
        Agreement:

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

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

        (iii) If death benefits in excess of the Pre-Retirement Survivor
              Annuity are to be paid to the surviving spouse, such benefits may
              be paid pursuant to (i) or (ii) above, or used to purchase an
              annuity so as to increase the payments made pursuant to the
              Pre-Retirement Survivor Annuity;

    (2) In the event the death benefit payable pursuant to Section 6.2 is
        payable in installments, then, upon the death of the Participant, the
        Administrator may direct that the death benefit be segregated and
        invested separately, an that the funds accumulated in the segregated
        account be used for the payment of the installments.

(h) Notwithstanding any provision in the Plan to the contrary, distributions
    upon the death of a Participant made on or after January 1, 1985, shall be
    made in accordance with the following requirements and shall otherwise
    comply with Code Section 401(a)(9) and the Regulations thereunder.

    (1) If it is determined, pursuant to Regulations, that the distribution of a
        Participant's interest has begun and the Participant dies before his
        entire interest has been distributed to him, the remaining portion of
        such interest shall be distributed at least as rapidly as under the
        method of distribution selected pursuant to Section 6.5 as of his date
        of death.

    (2) If a Participant dies before he has begun to receive any distributions
        of his interest in the Plan or before distri


                                       28
<PAGE>   33
               butions are deemed to have begun pursuant to Regulations, then
               his death benefit shall be distributed to his Beneficiaries in
               accordance with the following rules subject to the selections
               made in the Adoption Agreement and Subsections 6.6(h)(3) and
               6.6(i) below:

               (i)  The entire death benefit shall be distributed to the
                    Participant's Beneficiaries by December 31st of the calendar
                    year in which the fifth anniversary of the Participant's
                    death occurs;

               (ii) The 5-year distribution requirement of (i) above shall not
                    apply to any portion of the deceased Participant's interest
                    which is payable to or for the benefit of a designated
                    Beneficiary. In such event, such portion shall be
                    distributed over the life of such designated Beneficiary (or
                    over a period not extending beyond the life expectancy of
                    such designated Beneficiary) provided such distribution
                    begins not later than December 31st of the calendar year
                    immediately following the calendar year in which the
                    Participant died;

              (iii) However, in the event the Participant's spouse (determined
                    as of the date of the Participant's death) is his designated
                    Beneficiary, the provisions of (ii) above shall apply except
                    that the requirement that distributions commence within one
                    year of the Participant's death shall not apply. In lieu
                    thereof, distributions must commence on or before the later
                    of: (1) December 31st of the calendar year immediately
                    following the calendar year in which the Participant died;
                    or (2) December 31st of the calendar year in which the
                    Participant would have attained age 70 1/2. If the surviving
                    spouse dies before distributions to such spouse begin, then
                    the 5-year distribution requirement of this Section shall
                    apply as if the spouse was the Participant.

          (3)  Notwithstanding subparagraph (2) above, or any selections made in
               the Adoption Agreement, if a Participant's death benefits are to
               be paid in the form of a Pre-Retirement Survivor Annuity, then
               distributions to the Participant's surviving spouse must commence
               on or before the later of: (1) December 31st of the calendar year
               immediately following the calendar year in which the Participant
               died; or (2) December 31st of the calendar year in which the
               Participant would have attained age 70 1/2.

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

     (j)  For purposes of this Section, the life expectancy of a Participant and
          a Participant's spouse (other than in the case of a life annuity)
          shall or shall not be redetermined annually as provided in the
          Adoption Agreement and in accordance with Regulations. If the
          Participant or the Participant's spouse may elect, pursuant to the
          Adoption Agreement, to have life expectancies recalculated, then the
          election, once made shall be irrevocable. If no election is made by
          the time distributions must commence, then the life expectancy of the
          Participant and the Participant's spouse shall not be subject to
          recalculation. Life expectancy and joint and last survivor expectancy
          shall be computed using the return multiples in Tables V and VI of
          Regulation Section 1.72-9.

     (k)  In the event that less than 100% of a Participant's interest in the
          Plan is distributed to such Participant's spouse, the portion of the
          distribution attributable to the Participant's Voluntary Contribution
          Account shall be in the same proportion that the Participant's
          Voluntary Contribution Account bears to the Participant's total
          interest in the Plan.

     (l)  Subject to the spouse's right of consent afforded under the Plan, the
          restrictions imposed by this Section shall not apply if a Participant
          has, prior to January 1, 1984, made a written designation to have his
          death benefits paid in an alternative method acceptable under Code
          Section 401(a) as in effect prior to the enactment of the Tax Equity
          and Fiscal Responsibility Act of 1982.

6.7  TIME OF SEGREGATION OR DISTRIBUTION

Except as limited by Section 6.5 and 6.6 whenever a distribution is to be made,
or a series of payments are to commence, on or as of an Anniversary Date, the
distribution or series of payments may be made or begun on such date or as soon
thereafter as is practicable, but in no event later than 180 days after the
Anniversary Date. However, unless a Former Participant elects in writing to
defer the receipt of benefits (such election may not result in a death benefit
that is more than incidental), the payment of benefits shall begin not later
than the 60th day after the close of the Plan Year in which the latest of the
following events occurs: (a) the date on which the Participant attains the
earlier age of 65 or the Normal Retirement Age specified herein; (b) the 10th
anniversary of the year in which the Participant commenced participation in the
Plan; or (c) the date the Participant terminates his service with the Employer.

Notwithstanding the foregoing, the failure of a Participant and, if applicable,
the Participant's spouse, to consent to a distribution pursuant to Section
6.5(d), shall be deemed to be an election to defer the commencement of payment
of any benefit sufficient to satisfy this Section.

6.8  DISTRIBUTION FOR MINOR BENEFICIARY

In the event a distribution is to be made to a minor, then the Administrator
may direct that such distribution be paid to the legal guardian, or if none, to
a parent of such Beneficiary or a responsible adult with whom the Beneficiary
maintains his residence, or to the custodian for such Beneficiary under the
Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted by the
laws of the state in which said Beneficiary resides. Such a payment to the
legal guardian, custodian or parent of a minor Beneficiary shall fully
discharge the Trustee, Employer, and Plan from further liability on account
thereof.

6.9  LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

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

                                       29
<PAGE>   34


Forfeitures, if any, and then from an additional Employer contribution if
necessary.

6.10 PRE-RETIREMENT DISTRIBUTION

If elected in the Adoption Agreement, at such time as a Participant shall have
attained the age specified in the Adoption Agreement, the Administrator, at the
election of the Participant, shall direct the Trustee to distribute up to the
entire amount then credited to the accounts maintained on behalf of the
Participant. However, no such distribution may be made to any Participant unless
his Participant's Account has become fully Vested. In the event that the
Administrator makes such a distribution, the Participant shall continue to be
eligible to participate in the Plan on the same basis as any other Employee. Any
distribution made pursuant to this Section shall be made in a manner consistent
with Section 6.5, including but not limited to, all notice and consent
requirements required by Code Sections 411(a)(11) and 417 and the Regulations
thereunder.

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

6.11 ADVANCE DISTRIBUTION FOR HARDSHIP

     (a)  The Administrator, at the election of the Participant, shall direct
          the Trustee to distribute to any Participant in any one Plan Year up
          to the lessor of (1) 100% of his accounts as specified in the Adoption
          Agreement valued as of the last Anniversary Date or other valuation
          date or (2) the amount necessary to satisfy the immediate and heavy
          financial need of the Participant. Any distribution made pursuant to
          this Section shall be deemed to be made as of the first day of the
          Plan Year or, if later, the valuation date immediately preceding the
          date of distribution, and the account from which the distribution is
          mad shall be reduced accordingly. Withdrawal under this Section shall
          be authorized only if the distribution is on account of one of the
          following or any other items permitted by the Internal Revenue
          Service:

          (1) Medical expenses described in Code Section 213(d) incurred by the
              Participant, his spouse, or any of his dependents (as defined in
              Code Section 152);

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

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

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

     (b)  No such distribution shall be made from the Participant's Account
          until such Account has become fully Vested.

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

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

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

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

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

     (d)  Notwithstanding the above, distributions from the Participant's
          Elective Account and Qualified Non-Elective Account pursuant to this
          Section shall be limited solely to the Participant's Deferred
          Compensation and any income attributable thereto credited to the
          Participant's Elective Account as of December 31, 1988.

     (e)  Any distribution made pursuant to this Section shall be made in a
          manner which is consistent with and satisfies the provisions of
          Section 6.5, including, but not limited to, all notice and consent
          requirements of Code Sections 411(a)(11) and 417 and the Regulations
          thereunder.

6.12 LIMITATIONS ON BENEFITS AND DISTRIBUTIONS

All rights and benefits, including elections, provided to a Participant in this
Plan shall be subject to the rights afforded to any "alternate payee" under a
"qualified domestic relations order." Furthermore, a distribution to an
"alternate payee" shall be permitted if such distribution is authorized by a
"qualified domestic relations order," even if the affected Participant has not
reached the "earliest retirement age" under the Plan. For the purposes of this
Section, "alternate payee," "qualified domestic relations order" and "earliest
retirement age" shall have the meaning set forth under Code Section 414(p).

6.13 SPECIAL RULE FOR NON-ANNUITY PLANS

If elected in the Adoption Agreement, the following shall apply to a Participant
in a Profit Sharing Plan and to any distribution, made on or after the first day
of the first plan year beginning after December 31, 1988, from or under a
separate account attributable solely to accumulated deductible employee
contributions, as defined in Code Section 72(o)(5)(B), and maintained on behalf
of a participant in a money purchase pension plan, (including a target benefit
plan):

     (a)  The Participant shall be prohibited from electing benefits in the form
          of a life annuity;

     (b)  Upon the death of the Participant, the Participant's entire Vested
          account balances will be paid to his or her surviving spouse, or, if
          there is no surviving spouse or the surviving spouse has already
          consented to waive his or her benefit, in accordance with Section 6.6,
          to his designated Beneficiary; and

     (c)  Except to the extent otherwise provided in this Section and Section
          6.5(h), the other provisions of Sections 6.2, 6.5 and 6.6 regarding
          spousal consent and the forms of distributions shall be inoperative
          with respect to this Plan.

This Section shall not apply to any Participant if it is determined that this
Plan is a direct or indirect transferee of a defined benefit plan or money
purchase plan, or a target benefit plan, stock bonus or profit sharing plan
which would otherwise provide for a life annuity form of payment to the
Participant.

                                  ARTICLE VII
                                    TRUSTEE

7.1  BASIC RESPONSIBILITIES OF THE TRUSTEE

The Trustee shall have the following categories of responsibilities:

     (a) Consistent with the "funding policy and method" determined by the
Employer to invest, manage, and control the


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<PAGE>   35
        Plan assets subject, however, to the direction of an Investment Manager
        if the Employer should appoint such manager as to all or a portion of
        the assets of the Plan;

    (b) At the direction of the Administrator, to pay benefits required under
        the Plan to be paid to Participants, or, in the event of their death,
        to their Beneficiaries;

    (c) To maintain records of receipts and disbursements and furnish to the
        Employer and/or Administrator for each Plan Year a written annual
        report per Section 7.7; and

    (d) If there shall be more than one Trustee, they shall act by a majority
        of their number, but may authorize one or more of them to sign papers
        on their behalf.

7.2 INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

    (a) The Trustee shall, except as provided in the Adoption Agreement, invest
        and reinvest the Trust Fund to keep the Trust Fund invested without
        distinction between principal and income and in such securities or
        property, real or personal, wherever situated, as the Trustee shall
        deem advisable, including, but not limited to, stocks, common or
        preferred, bonds and other evidences of indebtedness or ownership, and
        real estate or any interest therein. The Trustee shall at all times in
        making investments of the Trust Fund consider, among other factors, the
        short and long-term financial needs of the Plan on the basis of
        information furnished by the Employer. In making such investments, the
        Trustee shall not be restricted to securities or other property of the
        character expressly authorized by the applicable law for trust
        investments; however, the Trustee shall give due regard to any
        limitations imposed by the Code or the Act so that at all times this
        Plan may qualify as a qualified Plan and Trust.

    (b) The Trustee may employ a bank or trust company pursuant to the terms of
        its usual and customary bank agency agreement, under which the duties
        of such bank or trust company shall be of a custodial, clerical and
        record-keeping nature.

    (c) The Trustee may from time to time transfer to a common, collective, or
        pooled trust fund maintained by any corporate Trustee hereunder
        pursuant to Revenue Ruling 81-100, all or such part of the Trust Fund
        as the Trustee may deem advisable, and such part or all of the Trust
        Fund so transferred shall be subject to all the terms and provisions of
        the common, collective, or pooled trust fund which contemplate the
        commingling for investment purposes of such trust assets with trust
        assets of other trusts. The Trustee may withdraw from such common,
        collective, or pooled trust fund all or such part of the Trust Fund as
        the Trustee may deem advisable.

    (d) The Trustee, at the direction of the Administrator and pursuant to
        instructions from the individual designated in the Adoption Agreement
        for such purpose and subject to the conditions set forth in the Adoption
        Agreement, shall ratably apply for, own, and pay all premiums on
        Contracts on the lives of the Participants. Any initial or additional
        Contract purchased on behalf of a Participant shall have a face amount
        of not less than $1,000, the amount set forth in the Adoption Agreement,
        or the limitation of the Insurer, whichever is greater. If a life
        insurance Contract is to be purchased for a Participant, the aggregate
        premium for ordinary life insurance for each Participant must be less
        than 50% of the aggregate contributions and Forfeitures allocated to a
        Participant's Combined Account. For purposes of this limitation,
        ordinary life insurance Contracts are Contracts with both non-decreasing
        death benefits and non-increasing premiums. If term insurance or
        universal life insurance is purchased with such contributions, the
        aggregate premium must be 25% or less of the aggregate contributions and
        Forfeitures allocated to a Participant's Combined Account. If both term
        insurance and ordinary life insurance are purchased with such
        contributions, the amount expended for term insurance plus one-half of
        the premium for ordinary life insurance may not in the aggregate exceed
        25% of the aggregate Employer contributions and Forfeitures allocated
        to a Participant's Combined Account. The Trustee must distribute the
        Contracts to the Participant or convert the entire value of the
        Contracts at or before retirement into cash or provide for a periodic
        income so that no portion of such value may be used to continue life
        insurance protection beyond retirement. Notwithstanding the above, the
        limitations imposed herein with respect to the purchase of life
        insurance shall not apply, in the case of a Profit Sharing Plan, to the
        portion of a Participant's Account that has accumulated for at least
        two (2) Plan Years.

        Notwithstanding anything hereinabove to the contrary, amounts credited
        to a Participant's Qualified Voluntary Employee Contribution Account
        pursuant to Section 4.14, shall not be applied to the purchase of life
        insurance contracts.

    (e) The Trustee will be the owner of any life insurance Contract purchased
        under the terms of this Plan. The Contract must provide that the
        proceeds will be payable to the Trustee; however, the Trustee shall be
        required to pay over all proceeds of the Contract to the Participant's
        designated Beneficiary in accordance with the distribution provisions
        of Article VI. A Participant's spouse will be the designated
        Beneficiary pursuant to Section 6.2, unless a qualified election has
        been made in accordance with Sections 6.5 and 6.6 of the Plan, if
        applicable. Under no circumstances shall the Trust retain any part of
        the proceeds. However, the Trustee shall not pay the proceeds in a
        method that would violate the requirements of the Retirement Equity
        Act, as stated in Article VI of the Plan, or Code Section 401(a)(9) and
        the Regulations thereunder.

7.3 OTHER POWERS OF THE TRUSTEE

The Trustee, in addition to all powers and authorities under common law,
statutory authority, including the Act, and other provisions of this Plan,
shall have the following powers and authorities, except as provided in the
Adoption Agreement, to be exercised in the Trustee's sole discretion:

    (a) To purchase, or subscribe for, any securities or other property and to
        retain the same. In conjunction with the purchase of securities, margin
        accounts may be opened and maintained;

    (b) To sell, exchange, convey, transfer, grant options to purchase, or
        otherwise dispose of any securities or other property held by the
        Trustee, by private contract or at public auction. No person dealing
        with the Trustee shall be bound to see to the application of the
        purchase money or to inquire into the validity, expediency, or
        propriety of any such sale or other disposition, with or without
        advertisement;

    (c) To vote upon any stocks, bonds, or other securities; to give general or
        special proxies or powers of attorney with or without power of
        substitution; to exercise any conversion privileges, subscription
        rights or other options, and to make any payments incidental thereto;
        to oppose, or to consent to, or otherwise participate in, corporate
        reorganizations or other changes affecting corporate securities, and to
        delegate discretionary powers, and to pay any assessments or charges in
        connection therewith; and generally to exercise any of the powers of an
        owner with respect to stocks, bonds, securities, or other property;

    (d) To cause any securities or other property to be registered in the
        Trustee's own name or in the name of one or more


                                       31
<PAGE>   36

             of the Trustee's nominees and to hold any investments in bearer
             from, but the books and records of the Trustee shall at all times
             show that all such investments are part of the Trust Fund:

        (e)  To borrow or raise money for the purposes of the Plan in such
             amount, and upon such terms and conditions, as the Trustee shall
             deem advisable; and for any sum so borrowed, to issue a promissory
             note as Trustee, and to secure the repayment thereof by pledging
             all, or any art, of the Trust Fund; and no person lending money to
             the Trustee shall be bound to see to the application of the money
             lent or to inquire into the validity, expediency, or propriety of
             any borrowing:

        (f)  To keep such portion of the Trust Fund in cash or cash balances
             as the Trustee may, from time to time, deem to be in the best
             interests of the Plan, without liability for interest thereon;

        (g)  To accept and retain for such time as the Trustee may deem
             advisable any securities or other property received or acquired as
             Trustee hereunder, whether or not such securities or other property
             would normally be purchased as investments hereunder;

        (h)  To make, execute, acknowledge, and deliver any and all documents
             of transfer and conveyance and any and all other instruments that
             may be necessary or appropriate to carry out the powers herein
             granted;

        (i)  To settle, compromise, or submit to arbitration any claims,
             debts, or damages due or owing to or from the Plan, to commence or
             defend suits or legal or administrative proceedings, and to
             represent the Plan in all suits and legal and administrative
             proceedings;

        (j)  To employ suitable agents and counsel and to pay their
             reasonable expenses and compensation, and such agent or counsel may
             or may not be agent or counsel for the Employer;

        (k)  To apply for and procure from the Insurer as an investment of
             the Trust Fund such annuity, or other Contracts (on the life of any
             Participant) as the Administrator shall deem proper; to exercise,
             at any time or from time to time, whatever rights and privileges
             may be granted under such annuity, or other Contracts; to collect,
             receive, and settle for the proceeds of all such annuity, or other
             Contracts as and when entitled to do so under the provisions
             thereof;

        (l)  To invest funds of the Trust in time deposits or savings
             accounts bearing a reasonable rate of interest in the Trustee's
             bank:

        (m)  To invest in Treasury Bills and other forms of United States
             government obligations;

        (n)  To sell, purchase and acquire put or call options if the options
             are traded on and purchased through a national securities exchange
             registered under the Securities Exchange Act of 1934, as amended,
             or, if the options are not traded on a national securities
             exchange, are guaranteed by a member firm of the New York Stock
             Exchange:

        (o)  To deposit monies in federally insured savings accounts or
             certificates of deposit in banks or savings and loan associations;

        (p)  To pool all or any of the Trust Fund, from time to time, with
             assets belonging to any other qualified employee pension benefit
             trust created by the Employer or any Affiliated Employer, and to
             commingle such assets and make joint or common investments and
             carry joint accounts on behalf of this Plan and such other trust or
             trusts, allocating undivided shares or interests in such
             investments or accounts or any pooled assets of the two or more
             trusts in accordance with their respective interests;

        (q)  To do all such acts and exercise all such rights and privileges,
             although not specifically mentioned herein, as the Trustee may deem
             necessary to carry out the purposes of the Plan.

        (r)  Directed Investment Account. The powers granted to the Trustee
             shall be exercised in the sole fiduciary discretion of the Trustee.
             However, if elected in the Adoption Agreement, each Participant may
             direct the Trustee to separate and keep separate all or a portion
             of his interest in the Plan; and further each Participant is
             authorized and empowered, in his sole and absolute discretion to
             give directions to the Trustee in such form as the Trustee may
             require concerning the investment of the Participant's Directed
             Investment Account, which directions must be followed by the
             Trustee subject, however, to restrictions on payment of life
             insurance premiums. Neither the Trustee nor any other persons
             including the Administrator or otherwise shall be under any duty to
             question any such direction of the Participant or to review any
             securities or other property real or personal, or to make any
             suggestions to the Participant in connection therewith, and the
             Trustee shall comply as promptly as practicable with directions
             given by the Participant hereunder. Any such direction may be of a
             continuing nature or otherwise and may be revoked by the
             Participant at any time in such form as the Trustee may require.
             The Trustee may refuse to comply with any direction from the
             Participant in the event the Trustee, in its sole and absolute
             discretion, deems such directions improper by virtue of applicable
             law, and in such event, the Trustee shall not be responsible or
             liable for any loss or expense which may result. Any costs and
             expenses related to compliance with the Participant's directions
             shall be borne by the Participant's Directed Investment Account.

             Notwithstanding anything hereinabove to the contrary, the Trustee
             shall not, at any time after December 31, 1981, invest any portion
             of a Directed Investment Account in "collectibles" within the
             meaning of that term as employed in Code Section 408(m).

7.4     LOANS TO PARTICIPANTS

        (a)  If specified in the Adoption Agreement, the Trustee may, in the
             Trustee's sole discretion, make loans to Participants or
             Beneficiaries under the following circumstances: (1) loans shall
             be made available to all Participants and Beneficiaries on a
             reasonably equivalent basis;(2) loans shall not be made available
             to Highly Compensated Employees in an amount greater than the
             amount made available to other Participants; (3) loans shall bear
             a reasonable rate of interest; (4) loans shall be adequately
             secured; and (5) shall provide for periodic repayment over a
             reasonable period of time.

        (b)  Loans shall not be made to any Shareholder-Employee or
             Owner-Employee unless an exemption for such loan is obtained
             pursuant to Act Section 408 and further provided that such loan
             would not be subject to tax pursuant to Code Section 4975.

        (c)  Loans shall not be granted to any Participant that provide for a
             repayment period extending beyond such Participant's Normal
             Retirement Date.

        (d)  Loans made pursuant to this Section (when added to the outstanding
             balance of all other loans made by the Plan to the Participant)
             shall be limited to the lesser of:

             (1)  $50,000 reduced by the excess (if any) of the highest
                  outstanding balance of loans from the Plan to the Participant
                  during the one year period ending on the day before the date
                  on which such loan is made, over the outstanding balance of
                  loans from the Plan to the

                                       32
<PAGE>   37
               Participant on the date on which such loan was made, or

          (2)  the greater of (A) one-half (1/2) of the present value of the
               non-forfeitable accrued benefit of the Employee under the Plan,
               or (B), if permitted pursuant to the Adoption Agreement, $10,000.

               For purposes of this limit, all plans of the Employer shall be
               considered one plan. Additionally, with respect to any loan made
               prior to January 1, 1987, the $50,000 limit specified in (1)
               above shall be unreduced.

     (e)  No Participant loan shall take into account the present value of such
          Participant's Qualified Voluntary Employee Contribution Account.

     (f)  Loans shall provide for level amortization with payments to be made
          not less frequently than quarterly over a period not to exceed five
          (5) years. However, loans used to acquire any dwelling unit which,
          within a reasonable time, is to be used (determined at the time the
          loan is made) as a principal residence of the Participant shall
          provide for periodic repayment over a reasonable period of time that
          may exceed five (5) years. Notwithstanding the foregoing, loans made
          prior to January 1, 1987 which are used to acquire, construct,
          reconstruct or substantially rehabilitate any dwelling unit which,
          within a reasonable period of time is to be used (determined at the
          time the loan is made) as a principal residence of the Participant or
          a member of his family (within the meaning of Code Section 267(c)(4))
          may provide for periodic repayment over a reasonable period of time
          that may exceed five (5) years. Additionally, loans made prior to
          January 1, 1987, may provide for periodic payments which are made less
          frequently than quarterly and which do not necessarily result in level
          amortization.

     (g)  An assignment or pledge of any portion of a Participant's interest in
          the Plan and a loan, pledge, or assignment with respect to any
          insurance Contract purchased under the Plan, shall be treated as a
          loan under this Section.

     (h)  Any loan made pursuant to this Section after August 18, 1985 where the
          Vested interest of the Participant is used to secure such loan shall
          require the written consent of the Participant's spouse in a manner
          consistent with Section 6.5(a) provided the spousal consent
          requirements of such Section apply to the Plan. Such written consent
          must be obtained within the 90-day period prior to the date the loan
          is made. Any security interest held by the Plan by reason of an
          outstanding loan to the Participant shall be taken into account in
          determining the amount of the death benefit or Pre-Retirement Survivor
          Annuity. However, no spousal consent shall be required under this
          paragraph if the total accrued benefit subject to the security is not
          in excess of $3,500.

     (i)  With regard to any loans granted or renewed on or after the last day
          of the first Plan Year beginning after December 31, 1988, a
          Participant loan program shall be established which must include, but
          need not be limited to, the following:

          (1)  the identity of the person or positions authorized to administer
               the Participant loan program;

          (2)  a procedure for applying for loans;

          (3)  the basis on which loans will be approved or denied;

          (4)  limitations, if any, on the types and amounts of loans offered,
               including what constitutes a hardship or financial need if
               selected in the Adoption Agreement;

          (5)  the procedure under the program for determining a reasonable
               rate of interest;

          (6)  the types of collateral which may secure a Participant loan; and

          (7)  the events constituting default and the steps that will be taken
               to preserve plan assets.

          Such Participant loan program shall be contained in a separate written
          document which, when properly executed, is hereby incorporated by
          reference and made a part of this plan. Furthermore, such Participant
          loan program may be modified or amended in writing from time to time
          without the necessity of amending this Section of the Plan.

7.5 DUTIES OF THE TRUSTEE REGARDING PAYMENTS

At the direction of the Administrator, the Trustee shall, from time to time, in
accordance with the terms of the Plan, make payments out of the Trust Fund. The
Trustee shall not be responsible in any way for the application of such
payments.

7.6  TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES
The Trustee shall be paid such reasonable compensation as set forth in the
Trustee's fee schedule (if the Trustee has such a schedule) or as agreed upon
in writing by the Employer and the Trustee. An individual serving as Trustee
who already receives full-time pay from the Employer shall not receive
compensation from this Plan. In addition, the Trustee shall be reimbursed for
any reasonable expenses, including reasonable counsel fees incurred by it as
Trustee. Such compensation and expenses shall be paid from the Trust Fund
unless paid or advanced by the Employer. All taxes of any kind and all kinds
whatsoever that may be levied or assessed under existing or future laws upon,
or in respect of, the Trust Fund or the income thereof, shall be paid from the
Trust Fund.

7.7  ANNUAL REPORT OF THE TRUSTEE

Within a reasonable period of time after the later of the Anniversary Date or
receipt of the Employer's contribution for each Plan Year, the Trustee, or its
agent, shall furnish to the Employer and Administrator a written statement of
account with respect to the Plan Year for which such contribution was made
setting forth:

     (a)  the net income, or loss, of the Trust Fund;

     (b)  the gains, or losses, realized by the Trust Fund upon sales or other
disposition of the assets;

     (c)  the increase, or decrease, in the value of the Trust Fund;

     (d)  all payments and distributions made from the Trust Fund; and

     (e)  such further information as the Trustee and/or Administrator deems
appropriate. The Employer, forthwith upon its receipt of each such statement of
account, shall acknowledge receipt thereof in writing and advise the Trustee
and/or Administrator of its approval or disapproval thereof. Failure by the
Employer to disapprove any such statement of account within thirty (30) days
after its receipt thereof shall be deemed an approval thereof. The approval by
the Employer of any statement of account shall be binding as to all matters
embraced therein as between the Employer and the Trustee to the same extent as
if the account of the Trustee had been settled by judgment or decree in an
action for a judicial settlement of its account in a court of competent
jurisdiction in which the Trustee, the Employer and all persons having or
claiming an interest in the Plan were parties; provided, however, that nothing
herein contained shall deprive the Trustee of its right to have its accounts
judicially settled if the Trustee so desires.

7.8  AUDIT

     (a)  If an audit of the Plan's records shall be required by the Act and
the regulations thereunder for any Plan Year, the Administrator shall direct
the Trustee to engage on behalf of all Participants an independent qualified
public accountant for that purpose. Such accountant shall, after an audit


                                       33
<PAGE>   38
          of the books and records of the Plan in accordance with generally
          accepted auditing standards, within a reasonable period after the
          close of the Plan Year, furnish to the Administrator and the Trustee a
          report of his audit setting forth his opinion as to whether any
          statements, schedules or lists, that are required by Act Section 103
          or the Secretary of Labor to be filed with the Plan's annual report,
          are presented fairly in conformity with generally accepted accounting
          principles applied consistently.

     (b)  All auditing and accounting fees shall be an expense of and may, at
          the election of the Administrator, be paid from the Trust Fund.

     (c)  If some or all of the information necessary to enable the
          Administrator to comply with Act Section 103 is maintained by a bank,
          insurance company, or similar institution, regulated and supervised
          and subject to periodic examination by a state or federal agency, it
          shall transmit and certify the accuracy of that information to the
          Administrator as provided in Act Section 103(b) within one hundred
          twenty (120) days after the end of the Plan Year or such other date as
          may be prescribed under regulations of the Secretary of Labor.

7.9  RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

     (a)  The Trustee may resign at any time by delivering to the Employer, at
          least thirty (30) days before its effective date, a written notice of
          his resignation.

     (b)  The Employer may remove the Trustee by mailing by registered or
          certified mail, addressed to such Trustee at his last known address,
          at least thirty (30) days before its effective date, a written notice
          of his removal.

     (c)  Upon the death, resignation, incapacity, or removal of any Trustee, a
          successor may be appointed by the Employer, and such successor, upon
          accepting such appointment in writing and delivering same to the
          Employer, shall, without further act, become vested with all the
          estate, rights, powers, discretions, and duties of his predecessor
          with like respect as if he were originally named as a Trustee herein.
          Until such a successor is appointed, the remaining Trustee or Trustees
          shall have full authority to act under the terms of the Plan.

     (d)  The Employer may designate one or more successors prior to the death,
          resignation, incapacity, or removal of a Trustee. In the event a
          successor is so designated by the Employer and accepts such
          designation, the successor shall, without further act, become vested
          with all the estate, rights, powers, discretions, and duties of his
          predecessor with the like effect as if he were originally named as
          Trustee herein immediately upon the death, resignation, incapacity, or
          removal of his predecessor.

     (e)  Whenever any Trustee hereunder ceases to serve as such, he shall
          furnish to the Employer and Administrator a written statement of
          account with respect to the portion of the Plan Year during which he
          served as Trustee. This statement shall be either (i) included as part
          of the annual statement of account for the Plan Year required under
          Section 7.7 or (ii) set forth in a special statement. Any such special
          statement of account should be rendered to the Employer no later than
          the due date of the annual statement of account for the Plan Year. The
          procedures set forth in Section 7.7 for the approval by the Employer
          of annual statements of account shall apply to any special statement
          of account rendered hereunder and approval by the Employer of any such
          special statement in the manner provided in Section 7.7 shall have the
          same effect upon the statement as the Employer's approval of an annual
          statement of account. No successor to the Trustee shall have any duty
          or responsibility to investigate the acts or transactions of any
          predecessor who has rendered all statements of account required by
          Section 7.7 and this subparagraph.

7.10  TRANSFER OF INTEREST

Notwithstanding any other provision contained in this Plan, the Trustee at the
direction of the Administrator shall transfer the Vested interest, if any, of
such Participant in his account to another trust forming part of a pension,
profit sharing, or stock bonus plan maintained by such Participant's new
employer and represented by said employer in writing as meeting the
requirements of Code Section 401(a), provided that the trust to which such
transfers are made permits the transfer to be made.

7.11  TRUSTEE INDEMNIFICATION

The Employer agrees to indemnify and save harmless the Trustee against any and
all claims, losses, damages, expenses and liabilities the Trustee may incur in
the exercise and performance of the Trustee's powers and duties hereunder,
unless the same are determined to be due to gross negligence or willful
misconduct.

7.12  EMPLOYER SECURITIES AND REAL PROPERTY

The Trustee shall be empowered to acquire and hold "qualifying Employer
securities" and "qualifying Employer real property," as those terms are defined
in the Act. However, no more than 100% of the fair market value of all the
assets in the Trust Fund may be invested in "qualifying Employer securities"
and "qualifying Employer real property".

7.13  PASSIVE TRUSTEE

Notwithstanding any other provisions of this Plan to the contrary and to the
extent permitted under applicable law, in the event The First National Bank of
Boston is Trustee (or any successor Trustee is appointed by the prototype
sponsoring organization), such Trustee shall exercise powers of the Trustee
under the Plan only at the direction and upon the instructions of the Plan
Administrator and the duties and obligations of The First National Bank of
Boston (or any successor Trustee appointed by the prototype sponsoring
organization) as Trustee shall be limited to holding title to the Plan assets
and all other duties of the Trustee set forth in the Plan shall be the
obligation of the Plan Administrator. The provisions of the Plan applicable to
The First National Bank of Boston shall apply to any successor appointed by the
prototype sponsoring organization.

7.14  DIRECT ROLLOVER

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

     (b)  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; and distribution to the extent
          such distribution is required under section 401(a)(9) of the Code; and
          the portion of any distribution that is not includible in gross income
          (determined without regard to the exclusion for net unrealized
          appreciation with respect to employer securities).

     (c)  An eligible retirement plan is an individual retirement account
          described in section 408(a) of the Code, an individual retirement
          annuity described in section 408(b) of the Code, an annuity plan
          described in section 403(a) of



                                       34

<PAGE>   39
          the Code, or the qualified trust described in section 401(a) of the
          Code, that accepts the distributee's eligible rollover distribution.
          However, in the case of an eligible rollover distribution to the
          surviving spouse, an eligible retirement plan is an individual
          retirement account or an individual retirement annuity.

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

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


                                  ARTICLE VIII

                      AMENDMENT, TERMINATION, AND MERGERS

8.1  AMENDMENT

     (a)  The Employer shall have the right at any time to amend this Plan
          subject to the limitations of this Section. However, any amendment
          which affects the rights, duties or responsibilities of the Trustee
          and Administrator may only be made with the Trustee's and
          Administrator's written consent. Any such amendment shall become
          effective as provided therein upon its execution. The Trustee shall
          not be required to execute any such amendment unless the amendment
          affects the duties of the Trustee hereunder.

     (b)  The Employer may (1) change the choice of options in the Adoption
          Agreement, (2) add overriding language in the Adoption Agreement when
          such language is necessary to satisfy Code Sections 415 or 416 because
          of the required aggregation of multiple plans, and (3) add certain
          model amendments published by the Internal Revenue Service which
          specifically provide that their adoption will not cause the Plan to be
          treated as an individually designed plan. An Employer that amends the
          Plan for any other reason, including a waiver of the minimum funding
          requirement under Code Section 412(d), will no longer participate in
          this Prototype Plan and will be considered to have an individually
          designed plan.

          Furthermore, an Employer may not use this Plan and will be deemed to
          have an individually designed plan if the Employer does not maintain a
          product of the sponsor of the Plan or any of its affiliates or
          subsidiaries.

     (c)  The Employer expressly delegates authority to the sponsoring
          organization of this Plan, the right to amend this Plan by submitting
          a copy of the amendment to each Employer who has adopted this Plan
          after first having received a ruling or favorable determination from
          the Internal Revenue Service that the Plan as amended qualifies under
          Code Section 401(a) and the Act. For purposes of this Section, 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.

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

     (e)  Except as permitted by Regulations (including Regulation 1.411(d)-4),
          no Plan amendment or transaction having the effect of a Plan amendment
          (such as a merger, plan transfer or similar transaction) shall be
          effective if it eliminates or reduces any "Section 411(d)(6) protected
          benefit" or adds or modifies conditions relating to "Section 411(d)(6)
          protected benefits" the result of which is a further restriction on
          such benefit unless such protected benefits are preserved with respect
          to benefits accrued as of the later of the adoption date or effective
          date of the amendment. "Section 411(d)(6) protected benefits" are
          benefits described in Code Section 411(d)(6)(A), early retirement
          benefits and retirement-type subsidies, and optional forms of benefit.

8.2  TERMINATION

     (a)  The Employer shall have the right at any time to terminate the Plan by
          delivering to the Trustee and Administrator written notice of such
          termination. Upon any full or partial termination all amounts credited
          to the affected Participants' Combined Accounts shall become 100%
          Vested and shall not thereafter be subject to forfeiture, and all
          unallocated amounts shall be allocated to the accounts of all
          Participants in accordance with the provisions hereof.

     (b)  Upon the full termination of the Plan, the Employer shall direct the
          distribution of the assets to Participants in a manner which is
          consistent with and satisfies the provisions of Section 6.5.
          Distributions to a Participant shall be made in cash (or in property
          if permitted in the Adoption Agreement) or through the purchase of
          irrevocable non-transferable deferred commitments from the Insurer.
          Except as permitted by Regulations, the termination of the Plan shall
          not result in the reduction of "Section 411(d)(6) protected benefits"
          as described in Section 8.1.

8.3  MERGER OR CONSOLIDATION

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

                                   ARTICLE IX

                                 MISCELLANEOUS

9.1  EMPLOYER ADOPTIONS

     (a)  Any organization may become the Employer hereunder by executing the
          Adoption Agreement in form satisfactory to the Trustee, and it shall
          provide such additional information as the Trustee may require. The
          consent of the Trustee to act as such shall be signified by its
          execution of the Adoption Agreement.

     (b)  Except as otherwise provided in this Plan, the affiliation of the
          Employer and the participation of its Participants shall be separate
          and apart from that of any other employer and its participants
          hereunder.

9.2  PARTICIPANT'S RIGHTS

This Plan shall not be deemed to constitute a contract between the Employer and
any Participant or to be a consideration or an inducement for the employment of
any Participant or Employee. Nothing contained in this Plan shall be deemed to
give any Participant or

                                       35
<PAGE>   40
Employee the right to be retained in the service of the Employer or to interfere
with the right of the Employer to discharge any Participant or Employee at any
time regardless of the effect which such discharge shall have upon him as a
Participant of this Plan.

9.3 ALIENATION

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

     (b)   This provision shall not apply to the extent a Participant or
Beneficiary is indebted to the Plan, for any reason, under any provision of this
Plan. At the time a distribution is to be made to or for a Participant's or
Beneficiary's benefit, such proportion of the amount to be distributed as shall
equal such indebtedness shall be paid to the Plan, to apply against or discharge
such indebtedness. Prior to making a payment, however, the Participant or
Beneficiary must be given written notice by the Administrator that such
indebtedness is to be so paid in whole or part from his Participant's Combined
Account. If the Participant or Beneficiary does not agree that the indebtedness
is a valid claim against his Vested Participant's Combined Account, he shall be
entitled to a review of the validity of the claim in accordance with procedures
in Sections 2.12 and 2.13.

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

9.4  CONSTRUCTION OF PLAN

This Plan and Trust shall be construed and enforced according to the Act and the
laws of the State or Commonwealth in which the Employer's principal office is
located, other than its laws respecting choice of law, to the extent not
pre-empted by the Act.

9.5  GENDER AND NUMBER

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

9.6  LEGAL ACTION

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

9.7  PROHIBITION AGAINST DIVERSION OF FUNDS

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

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

9.8  BONDING

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

9.9  INSURER'S PROTECTIVE CLAUSE

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

9.10 RECEIPT AND RELEASE FOR PAYMENTS

Any payment to any Participant, his legal representative, Beneficiary, or to any
guardian or committee appointed for such Participant or Beneficiary in
accordance with the provisions of this Plan, shall, to the extent thereof, be in
full satisfaction of all claims hereunder against the Trustee and the Employer.

9.11 ACTION BY THE EMPLOYER

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

9.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator, (3) the Trustee, and (4) and Investment Manager appointed
hereunder. The named Fiduciaries shall have only those specific powers, duties,
responsibilities, and obligations as are specifically given them under the Plan.
In general, the Employer shall have the sole responsibility for making the
contributions provided



                                       36
<PAGE>   41
for under Section 4.1; and shall have the sole authority to appoint and remove
the Trustee and the Administrator, to formulate the Plan's "funding policy and
method"; and to amend the elective provisions of the Adoption Agreement or
terminate, in whole or in part, the Plan. The Administrator shall have the sole
responsibility for the administration of the Plan, which responsibility is
specifically described in the Plan. The Trustee shall have the sole
responsibility of management of the assets held under the Trust, except those
assets, the management of which has been assigned to an Investment Manager, who
shall be solely responsible for the management of the assets assigned to it, all
as specifically provided in the Plan. Each named Fiduciary warrants that any
directions given, information furnished, or action taken by it shall be in
accordance with the provisions of the Plan, authorizing or providing for such
direction, information or action. Furthermore, each named Fiduciary may rely
upon any such direction, information or action of another named Fiduciary shall
be responsible for the proper exercise of its own powers, duties,
responsibilities and obligations under the Plan. No named Fiduciary shall
guarantee the Trust Fund in any manner against investment loss or deprecation in
asset value. Any person or group may serve in more than one Fiduciary capacity.

9.13  HEADINGS

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

9.14  APPROVAL BY INTERNAL REVENUE SERVICE

     (a)  Notwithstanding anything herein to the contrary, if, pursuant to a
          timely application filed by or in behalf of the Plan, the Commissioner
          of Internal Revenue Service or his delegate should determine that the
          Plan does not initially qualify as a tax-exempt plan under Code
          Sections 401 and 501, and such determination is not contested, or if
          contested, is finally upheld, then if the Plan is a new plan, it shall
          be void ab initio and all amounts contributed to the Plan, by the
          Employer, less expenses paid, shall be returned within one year and
          the Plan shall terminate, and the Trustee shall be discharged from all
          further obligations. If the disqualification relates to an amended
          plan, then the Plan shall operate as if it had not been amended and
          restated.

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

     (c)  If an Employer's Plan fails to attain or retain qualification, then
          such Plan will no longer participate in this Prototype Plan and will
          be considered an individually designed plan.

9.15  UNIFORMITY

All provisions of this Plan shall be interpreted and applied in a uniform,
nondiscriminatory manner.

9.16  PAYMENT OF BENEFITS

Benefits under this Plan shall be paid, subject to Section 6.10 and Section 6.11
only upon death, Total and Permanent Disability, normal or early retirement,
termination of employment, or upon Plan Termination.

                                   ARTICLE X

                            PARTICIPATING EMPLOYERS

10.1  ELECTION TO BECOME A PARTICIPATING EMPLOYER

Notwithstanding anything herein to the contrary, with the consent of the
Employer and Trustee, any Affiliated Employer may adopt this Plan and all of the
provisions hereof, and participate herein and be known as a Participating
Employer, by a properly executed document evidencing said intent and will of
such Participating Employer.

10.2  REQUIREMENTS OF PARTICIPATING EMPLOYERS

     (a)  Each Participating Employer shall be required to select the same
          Adoption Agreement provisions as those selected by the Employer other
          than the Plan Year, the Fiscal Year, and such other items that must,
          by necessity, vary among employers.

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

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

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

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

10.3  DESIGNATION OF AGENT

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

10.4  EMPLOYEE TRANSFERS

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

10.5  PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES

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



                                       37








<PAGE>   42
10.6 AMENDMENT

Amendment of this Plan by the Employer at any time when there shall be a
Participating Employer hereunder shall only be by the written action of each
and every Participating Employer and with the consent of the Trustee where such
consent is necessary in accordance with the terms of this Plan.

10.7 DISCONTINUANCE OF PARTICIPATION

Except in the case of a Standardized Plan, any Participating Employer shall be
permitted to discontinue or revoke its participation in the Plan at any time.
At the time of any such discontinuance of revocation, satisfactory evidence
thereof and of any applicable conditions imposed shall be delivered to the
Trustee. The Trustee shall thereafter transfer, deliver and assign Contracts
and other Trust Fund assets allocable to the Participants of such Participating
Employer to such new Trustee as shall have been designated by such
participating Employer, in the event that it has established a separate pension
plan for its Employees provided, however, that no such transfer shall be made
if the result is the elimination or reduction of any "Section 411(d)(6)
protected benefits" in accordance with Section 8.1(e). If no successor is
designated, the Trustee shall retain such assets for the Employees of said
Participating Employer pursuant to the provisions of Article VII hereof. In no
such event shall any part of the corpus or income of the Trust Fund as it
relates to such Participating Employer be used for or diverted for purposes
other than for the exclusive benefit of the Employees of such Participating
Employer.

10.8 ADMINISTRATOR'S AUTHORITY

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

10.9 PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE

If any Participating Employer is prevented in whole or in part from making a
contribution which it would otherwise have made under the Plan by reason of
having no current or accumulated earnings or profits, or because such earnings
or profits are less than the contribution which it would otherwise have made,
then, pursuant to Code Section 404(a)(3)(B), so much of the contribution which
such Participating Employer was so prevented from making may be made, for the
benefit of the participating employees of such Participating Employer, by other
Participating Employers who are members of the same affiliated group within the
meaning of Code Section 1504 to the extent of their current or accumulated
earnings or profits, except that such contribution by each such other
Participating Employer shall be limited to the proportion of its total current
and accumulated earnings or profits remaining after adjustment for its
contribution to the Plan made without regard to this paragraph which the total
prevented contribution bears to the total current and accumulated earnings or
profits of all the participating Employers remaining after adjustment for all
contributions made to the Plan without regard to this paragraph.

A Participating Employer on behalf of whose employees a contribution is made
under this paragraph shall not be required to reimburse the contributing
Participating Employers.


                                       38